Agenda packet — Atascadero City Council, September 23, 2025 (part 1 of 4)

MEETING INFORMATION:

The City Council meeting will be held in the City Council Chambers and in-person attendance will be available at that location.

HOW TO OBSERVE THE MEETING REMOTELY:

To observe remotely, residents can livestream the meeting on Zoom, SLO-SPAN.org, and listen live on KPRL Radio 1230AM and 99.3FM. The video recording of the meeting will be available through the City’s website and on the City’s YouTube Channel. To observe remotely using the Zoom platform please visit:
https://us02web.zoom.us/webinar/register/WN_ZwJ7a031S3KXauEym9ehaA HOW TO SUBMIT PUBLIC COMMENT:

Public comment may be provided in-person.

Written public comments are accepted at [email protected]. Comments should identify the Agenda Item Number in the subject line of the email. Such comments will be forwarded to the City Council and made a part of the administrative record. To ensure distribution to the City Council before consideration of an item, please submit comments not later than 12:00 p.m. the day of the meeting. All correspondence will be distributed to the City Council, posted on the City’s website, and be made part of the official public record of the meeting.Please note, comments will not be read into the record. Please be aware that communications sent to the City Council are public records and are subject to disclosure pursuant to the California Public Records Act and Brown Act unless exempt from disclosure under applicable law. Communications will not be edited for redactions and will be printed/posted as submitted.

AMERICANS WITH DISABILITIES ACT ACCOMMODATIONS:

Any member of the public who needs accommodations should contact the City Clerk’s Office at [email protected] or by calling 805-470-3400 at least 48 hours prior to the meeting or time when services are needed. The City will use their best efforts to provide reasonable accommodations to afford as much accessibility as possible while also maintaining public safety in accordance with the City procedure for resolving reasonable accommodation requests.

DISCLOSURE OF CAMPAIGN CONTRIBUTIONS:

California Government Code section 84308 (“Levine Act”) requires a party to or participant in a proceeding involving a license, permit, or other entitlement, including all contracts other than competitively bid, labor, or personal employment contracts, to disclose any contribution of more than $500 that the party or participant (or their agent) has made to a member of the City Council within the prior 12 months. The City Council Member(s) who receive such a contribution are disqualified and not able to participate in the proceedings and are also required to disclose that fact for the official record of the subject proceedings. Disclosures must include the amount of the campaign contribution and identify the recipient City Council Member and may be made either in writing to the City Clerk before the agenda item or by verbal disclosure during consideration. The Levine Act also prohibits, during the proceeding and for 12 months following a final decision, a party to or participant in (or their agent) a proceeding involving a license, permit, or other entitlement, including all contracts other than competitively bid, labor, or personal employment contracts, from making a contribution of more than $500 to any member of the City Council or anyone running for City Council.

City Council agendas and minutes may be viewed on the City's website:
www.atascadero.org/agendas
Copies of the staff reports or other documentation relating to each item of business referred to on the Agenda are on file in the office of the City Clerk and are available for public inspection on our website, www.atascadero.org. Contracts, Resolutions and Ordinances will be allocated a number once they are approved by the City Council. The Minutes of this meeting will reflect these numbers. All documents submitted by the public during Council meetings that are made a part of the record or referred to in their statement will be noted in the Minutes and available for review by contacting the City Clerk's office. All documents will be available for public inspection by appointment during City Hall business hours.

CITY OF ATASCADERO CITY COUNCIL AGENDA

CITY OF ATASCADERO

CITY COUNCIL/

ATASCADERO FINANCING AUTHORITY
AGENDA

Tuesday, September 23, 2025, 5:00 p.m.

Tuesday, September 23, 2025, 6:00 p.m.

City Hall Council Chambers, Fourth Floor
6500 Palma Avenue, Atascadero, California
Pages
A. CLOSED SESSION (5:00 p.m.)

1. ROLL CALL
Mayor/Chair Bourbeau
Mayor Pro Tem/Vice Chair Dariz
Council Member/Director Funk
Council Member/Director Newsom
Council Member/Director Peek

2. CLOSED SESSION - PUBLIC COMMENT

3. COUNCIL LEAVES CHAMBERS TO BEGIN CLOSED SESSION

4. CLOSED SESSION - CALL TO ORDER
Public Employee Performance Evaluation
Government Code Sec. 54957
Title: City Attorney
a.

5. CLOSED SESSION - ADJOURNMENT

6. CLOSED SESSION REPORT
B. REGULAR SESSION - CALL TO ORDER
C. PLEDGE OF ALLEGIANCE
Mayor Pro Tem/Vice Chair Dariz
D. PRESENTATIONS

1. APD Lifesaving Awards

2. Employee Recognition
E. CONSENT CALENDAR
(All items on the consent calendar are considered routine and non-controversial by City staff and will be acted upon by a single action of the City Council unless otherwise requested by an individual Council Member for separate consideration. Public comment on Consent Calendar items will be invited prior to action on the Calendar.)

1. City Council Draft Minutes - September 9, 2025 Special Meeting 5 Recommendation: Council approve the September 9, 2025, City Council Special Meeting Minutes [City Clerk]

2. City Council/City Council in the Capacity of Successor Agency to the Community Redevelopment Agency of Atascadero for Redevelopment and Housing Purposes Draft Minutes - September 9, 2025 Regular Meeting
7 Recommendation: Council Approve the September 9. 2025 City Council/City Council in the Capacity of Successor Agency to the Community Redevelopment Agency of Atascadero for Redevelopment and Housing Purposes Regular Meeting Minutes. [City Clerk]

3. August 2025 Accounts Payable and Payroll 11
Fiscal Impact: $4,730,559.04
Recommendation: Council approve certified City accounts payable, payroll and payroll vendor checks for August 2025. [Administrative Services]

4. June 2025 Investment Report 22
Fiscal Impact: None
Recommendation: Council receive and file the City Treasurer's report for quarter ending June 30, 2025 [Administrative Services]
F. UPDATES FROM THE CITY MANAGER
(The City Manager will give an oral report on any current issues of concern to the City Council.)
G. COMMUNITY FORUM
(This portion of the meeting is reserved for persons wanting to address the Council on any matter not on this agenda and over which the Council has jurisdiction. Speakers are limited to three minutes. Please state your name for the record before making your presentation. Comments made during Community Forum will not be a subject of discussion. A maximum of 30 minutes will be allowed for Community Forum, unless changed by the Council. Any members of the public who have questions or need information may contact the City Clerk’s Office, between the hours of 8:30 a.m. and 5:00 p.m. at (805) 470- 3400, or [email protected].)
H. PUBLIC HEARINGS

1. City of Atascadero and the Atascadero Financing Authority Approve/ Authorize the Issuance of Lease Revenue Bonds, Series 2025a (AFA Item)
38 Fiscal Impact: An estimated amount of $29,613,000 in bond proceeds and related interest and an estimated $57,204,000 in related debt service costs over 30 years.

Recommendation:

1. Council hold a public hearing on the financing of the Projects.

2. Council adopt Draftt Resolution authorizing the execution and delivery by the City of Atascadero of a Ground Lease, Lease Agreement, Indenture, and Bond Purchase Agreement in connection with the issuance of Atascadero Financing Authority Lease Revenue Bonds, approving the issuance of such bonds in an aggregate principal amount of not to exceed $33 million, authorizing the distribution of an official

Page 2 of 355 ends

statement in connection with the offering and sale of such bonds, and authorizing the execution of necessary documents and certificates and related actions.

3. Board of Directors adopt Draft Resolution authorizing the execution and delivery by the authority of a Ground Lease, Lease Agreement, Indenture, Assignment Agreement, and Bond Purchase Agreement in connection with the issuance of Atascadero Financing Authority Lease Revenue Bonds, authorizing the issuance of such bonds in an aggregate principal amount of not to exceed $33 million, authorizing the distribution of an official statement in connection with the offering and sale of such bonds, and authorizing the execution of necessary documents and certificates and related actions.

2. Economic Development Subsidy – Centennial Development Project DEV24-0099
311
Fiscal Impact: The fiscal impact for the Centennial Plaza Project is $150,000 in revenue from the sale of real property with an offsetting book value of $95,901. Additionally, the project will have a projected tax revenue of $75,000 - $100,000 per year (once fully occupied with tenants).

Recommendation: Council:

1. Conduct a public hearing to receive public testimony on the Economic Development Subsidy for the Centennial Development Project at 5901 East Mall.

2. Receive, file and approve the information on the Subsidy required pursuant to Government Code Section 53083, contained in the Public Notice and Report. [Community Development]
I. MANAGEMENT REPORTS

1. Centennial Plaza Purchase Agreement DEV24-099 319
Fiscal Impact: The fiscal impact for the Centennial Plaza Project is $150,000 in revenue from the sale of real property with an offsetting book value of $95,901. Additionally, the project will have a projected tax revenue of $75,000 - $100,000 per year (once fully occupied with tenants).

Recommendation: Authorize the City Manager to execute a sales agreement with Colin Weyrick for the private purchase of the Centennial Plaza properties (APN 029-347-020 and APN 029-347-033) in the amount of $150,000 for the development of the approved mixed-use project in a form and content acceptable to the City Attorney. [Community Development]
J. COUNCIL ANNOUNCEMENTS AND COMMITTEE REPORTS
(On their own initiative, Council Members may make a brief announcement or a brief report on their own activities. The following represent standing committees.

Informative status reports will be given, as felt necessary):

Mayor Bourbeau

1. City Selection Committee

2. County Mayor’s Round Table

3. Integrated Waste Management Authority (IWMA)

Page 3 of 355 ends

4. Central Coast Community Energy (3CE)
Mayor Pro Tem Dariz

1. Air Pollution Control District

2. California Joint Powers Insurance Authority (CJPIA) Board

3. Community Action Partnership of San Luis Obispo (CAPSLO)

4. Visit SLO CAL Advisory Committee
Council Member Funk

1. Atascadero Basin Ground Water Sustainability Agency (GSA)

2. Design Review Committee

3. Homeless Services Oversight Council

4. REACH SLO Advisory Commission
Council Member Newsom

1. City of Atascadero Finance Committee

2. City / Schools Committee

3. League of California Cities – Council Liaison

4. SLO Council of Governments (SLOCOG)

5. SLO Regional Transit Authority (RTA)
Council Member Peek

1. City of Atascadero Finance Committee

2. City/Schools Committee

3. Design Review Committee

4. SLO County Water Resources Advisory Committee (WRAC) K. INDIVIDUAL DETERMINATION AND / OR ACTION:
(Council Members may ask a question for clarification, make a referral to staff or take action to have staff place a matter of business on a future agenda. The Council may take action on items listed on the Agenda.)

1. City Council

2. City Clerk

3. City Treasurer

4. City Attorney

5. City Manager
L. ADJOURNMENT

Page 4 of 355 ends

9/23/25 | Item E1
Atascadero City Council, Special Meeting
September 09, 2025

Page 1 of 2 ends

CITY OF ATASCADERO

SPECIAL CITY COUNCIL MEETING

DRAFT MINUTES
_____________________________________________________________________ CALL TO ORDER:

Mayor Bourbeau called the meeting to order at 5:00 p.m.

A. ROLL CALL

Present: Mayor Bourbeau, Mayor Pro Tem Dariz, Council Member Funk, Council Member Newsom, Council Member Peek

Absent: None
Staff Present: City Manager James R Lewis, Assistant City Manager/City Clerk Lara Christensen, Deputy City Clerk Alyssa Slater B. INTERVIEWS AND APPOINTMENTS

1. Planning Commission
City Clerk Recommendation: Council interview the candidates and select by roll call, one citizen to fill the vacant, unexpired at-large term on the Planning Commission.

The City Council interviewed five candidates for the vacant At-large position on the Planning Commission.

Motion by Council Member Peek
Seconded by Mayor Pro Tem Dariz
Council select Joey Ferrel to the vacant, unexpired at-large term on the Planning Commission.

September 9, 2025, 5:00 p.m.

City Hall Council Chambers, Fourth Floor
6500 Palma Avenue, Atascadero, California

Page 5 of 355 ends

9/23/25 | Item E1
Atascadero City Council, Special Meeting
September 09, 2025

Page 2 of 2 ends

AYES (3): Mayor Bourbeau, Mayor Pro Tem Dariz, and Council Member Peek
NOES (2): Council Member Funk, and Council Member Newsom Motion Passed (3 to 2)

2. Announcement of Appointment
The City Council Members announced their selection of Joey Ferrel to the vacant At-large position on the Planning Commission.

C. PUBLIC COMMENT
The following persons spoke on this item: None
D. ADJOURNMENT
Mayor Bourbeau adjourned the meeting at 5:59 PM to the next Regular Session scheduled on Tuesday, September 9, 2025 at 6:00 p.m.

MINUTES PREPARED BY:

______________________________________
Alyssa Slater
Deputy City Clerk
APPROVED:

Page 6 of 355 ends

9/23/25 | Item E2
Atascadero City Council/Successor Agency
September 09, 2025

Page 1 of 4 ends

CITY OF ATASCADERO

CITY COUNCIL/CITY COUNCIL IN THE CAPACITY

OF SUCCESSOR AGENCY TO THE COMMUNITY

REDEVELOPMENT AGENCY OF ATASCADERO FOR

REDEVELOPMENT AND HOUSING PURPOSES

DRAFT MINUTES
September 9, 2025, 6:00 p.m.

City Hall Council Chambers, Fourth Floor
6500 Palma Avenue, Atascadero, California
_____________________________________________________________________ A. REGULAR SESSION - CALL TO ORDER
Mayor Bourbeau called the meeting to order at 6:01 p.m.

B. PLEDGE OF ALLEGIANCE
Mayor Bourbeau led the Pledge of Allegiance.

C. ROLL CALL

Present: Mayor Bourbeau, Mayor Pro Tem Dariz, Council Member Funk, Council Member Newsom, Council Member Peek

Absent: None
Staff Present: City Manager James R. Lewis, Deputy City Manager - IT Luke Knight, Director of Administrative Services/City Treasurer Jeri Rangel, Public Works Director Nick DeBar, Community
Development Director Phil Dunsmore, Fire Chief Casey Bryson, Police Chief Dan Suttles, Community Services & Promotions Director Terrie Banish, Assistant City Manager/City Clerk Lara Christensen, Assistant City Attorney Taylor Foland

Page 7 of 355 ends

9/23/25 | Item E2
Atascadero City Council/Successor Agency
September 09, 2025

Page 2 of 4 ends

D. CONSENT CALENDAR

1. City Council/Atascadero Financing Authority Draft Minutes - August 12, 2025
Recommendation: Council approve the August 12, 2025, City Council/Atascadero Financing Authority Draft Regular Meeting Minutes [City Clerk]

2. Successor Agency Draft Minutes - January 14, 2025 (SA Item) Recommendation: Council, in the capacity of the Successor Agency to the Community Redevelopment Agency of Atascadero, approve the Successor Agency Draft Action Minutes of January 14, 2025. [City Clerk]

3. July 2025 Accounts Payable and Payroll
Fiscal Impact: $ 9,867,322.32
Recommendation: Council approve certified City accounts payable, payroll and payroll vendor checks for July 2025. [Administrative Services]

4. Atascadero Tourism Business Improvement District(ATBID) Appointment of Board Member Vacancy
Fiscal Impact: None
Recommendation: Council appoint Chris Oh with Everlygrove Property Management/ The Carlton Hotel to the ATBID Advisory Board Member vacancy for the term ending June 30, 2026. [Community Services and Promotions]
Mayor Bourbeau opened the Public Comment period.

The following persons spoke on this item: Jim Lewis
Mayor Bourbeau closed the Public Comment period.

Motion by Council Member Funk
Seconded by Council Member Peek
Approve Consent Calendar
AYES (5): Mayor Bourbeau, Mayor Pro Tem Dariz, Council Member Funk, Council Member Newsom, and Council Member Peek
Motion Passed (5 to 0)
E. UPDATES FROM THE CITY MANAGER
City Manager James R. Lewis gave an update on projects and issues within the City.

Page 8 of 355 ends

9/23/25 | Item E2
Atascadero City Council/Successor Agency
September 09, 2025

Page 3 of 4 ends

F. COMMUNITY FORUM
The following persons spoke: Geoff Auslen, Mark Frazier (Exhibit A), Camille Carrington, Maddox Ballinger (Exhibit B), Wendy Lewis, Gene Stroll G. PUBLIC HEARINGS

CANCELLED

1. CANCELLED: Short-Term Rental Ordinance (ZCH24-0059)
H. MANAGEMENT REPORTS

1. Approving the Last and Final Recognized Obligation Payment Schedule (LFROPS) (SA Item)
Fiscal Impact: The total outstanding amount of the enforceable obligations listed on the LFROPS is $21,445,075 and will be paid with future redevelopment property tax increment.

Recommendation: Adopt Resolution approving a Last and Final Recognized Obligation Payment Schedule pursuant to Health and Safety Code Section 34191.6 and taking certain related actions. [Administrative Services]
Administrative Services Director Rangel presented this item and answered questions from the Council
Mayor Bourbeau opened the Public Comment period.

The following persons spoke on this item: None
Mayor Bourbeau closed the Public Comment period.

Motion by Council Member Funk
Seconded by Council Member Newsom
Adopt Resolution approving a Last and Final Recognized Obligation Payment Schedule pursuant to Health and Safety Code Section 34191.6 and taking certain related actions. [Resolution SA 2025-002] AYES (5): Mayor Bourbeau, Mayor Pro Tem Dariz, Council Member Funk, Council Member Newsom, and Council Member Peek
Motion Passed (5 to 0)
I. COUNCIL ANNOUNCEMENTS AND COMMITTEE REPORTS
Mayor Bourbeau

1. Integrated Waste Management Authority (IWMA)

2. Central Coast Community Energy (3CE)

3. CA Admission Day - 175 Years of Statehood

Page 9 of 355 ends

9/23/25 | Item E2
Atascadero City Council/Successor Agency
September 09, 2025

Page 4 of 4 ends

Mayor Pro Tem Dariz

1. Air Pollution Control District
Council Member Funk

1. Homeless Services Oversight Council
Council Member Newsom

1. SLO Regional Transit Authority (RTA)
Council Member Peek

1. SLO County Water Resources Advisory Committee (WRAC) J. INDIVIDUAL DETERMINATION AND / OR ACTION:

None
K. ADJOURNMENT
Mayor Bourbeau adjourned the meeting at 6:51 p.m.

MINUTES PREPARED BY:

______________________________________
Alyssa Slater
Deputy City Clerk
APPROVED:

Exhibit A – Photos of San Carlos Fire
Exhibit B – Grant Writing USA Flyer

Page 10 of 355 ends

Item E3

Page 11 of 355 ends

9/23/25 | Item E3 | Staff Report
Lara K. Christensen, Assistant City Manager

Page 12 of 355 ends

Check
Number Check Date Vendor DescripƟon Amount
City of Atascadero
Disbursement LisƟng
For the Month of August 2025
182664 08/01/2025 ATASCADERO PROF. FIREFIGHTERS Payroll Vendor Payment 1,557.51 182665 08/01/2025 IAFF MERP TRUST OFFICE C/O BPA Payroll Vendor Payment 1,900.00 182666 08/01/2025 MISSIONSQUARE Payroll Vendor Payment 19,145.05 182667 08/01/2025 NATIONWIDE RETIREMENT SOLUTION Payroll Vendor Payment 1,696.77 5692 08/04/2025 SEIU LOCAL 620 Payroll Vendor Payment 999.30 5693 08/04/2025 STATE DISBURSEMENT UNIT Payroll Vendor Payment 894.58 5694 08/04/2025 ANTHEM BLUE CROSS HSA Payroll Vendor Payment 13,686.61 5738 08/04/2025 EMPLOYMENT DEV. DEPARTMENT Accounts Payable Check 9.81 5703 08/05/2025 RABOBANK, N.A. Payroll Vendor Payment 86,583.19 5704 08/05/2025 EMPLOYMENT DEV DEPARTMENT Payroll Vendor Payment 27,768.37 5705 08/05/2025 EMPLOYMENT DEV. DEPARTMENT Payroll Vendor Payment 5,543.92 182668 08/05/2025 ANTHEM BLUE CROSS HEALTH Payroll Vendor Payment 236,688.65 182671 08/05/2025 GIS BENEFITS Payroll Vendor Payment 17,787.37 182672 08/08/2025 AGM CALIFORNIA, INC. Accounts Payable Check 1,350.00 182673 08/08/2025 ALPHA ELECTRICAL SERVICE Accounts Payable Check 280.00 182674 08/08/2025 AT&T Accounts Payable Check 154.57
182675 08/08/2025 RICHARD BROADHEAD Accounts Payable Check 70.00 182676 08/08/2025 SHEA T. BUCKLEY Accounts Payable Check 225.00 182677 08/08/2025 BUREAU VERITAS NORTH AMERICA Accounts Payable Check 125.00 182678 08/08/2025 CARBON HEALTH MED GROUP OF CA Accounts Payable Check 923.00 182679 08/08/2025 CED CONSOLIDATED ELECTRICAL Accounts Payable Check 14,474.63 182680 08/08/2025 COLOR CRAFT PRINTING Accounts Payable Check 384.95 182681 08/08/2025 DEPARTMENT OF TRANSPORTATION Accounts Payable Check 6,606.19 182682 08/08/2025 DRIVE CUSTOMS Accounts Payable Check 4,687.19 182683 08/08/2025 RYAN ENFANTINO Accounts Payable Check 120.00 182684 08/08/2025 EPIC IT SUPPORT Accounts Payable Check 3,461.10 182685 08/08/2025 HERC RENTALS, INC. Accounts Payable Check 71.21 182686 08/08/2025 INTERWEST CONSULTING GROUP INC Accounts Payable Check 2,169.94 182687 08/08/2025 IRON MOUNTAIN RECORDS MGMNT Accounts Payable Check 33.89 182688 08/08/2025 LEE WILSON ELECTRIC CO. INC Accounts Payable Check 4,491.00 182689 08/08/2025 JULIO LEYVA Accounts Payable Check 10.00 182690 08/08/2025 MARBORG INDUSTRIES Accounts Payable Check 22.64 182691 08/08/2025 MBS LAND SURVEYS Accounts Payable Check 450.00 182692 08/08/2025 MIG Accounts Payable Check 21,603.15
182693 08/08/2025 NORTH COAST ENGINEERING INC. Accounts Payable Check 1,995.00 182694 08/08/2025 MARIA ORTIZ Accounts Payable Check 20.00 182695 08/08/2025 PACIFIC GAS AND ELECTRIC Accounts Payable Check 8,872.99 182696 08/08/2025 PEAKWIFI, LLC Accounts Payable Check 650.00 182697 08/08/2025 LAUREN-ASHLEY PURIFY Accounts Payable Check 30.00 182698 08/08/2025 EVAN RUSSELL Accounts Payable Check 228.37 09/23/25 | Item E3 | Attachment 1

Page 13 of 355 ends

Check
Number Check Date Vendor DescripƟon Amount
City of Atascadero
Disbursement LisƟng
For the Month of August 2025
182699 08/08/2025 SLO COUNTY HEALTH AGENCY Accounts Payable Check 3,678.00 182700 08/08/2025 SOCAL GAS Accounts Payable Check 106.37 182701 08/08/2025 SPECIALIZED EQUIPMENT REPAIR Accounts Payable Check 503.65 182702 08/08/2025 T-MOBILE Accounts Payable Check 1,014.53 182703 08/08/2025 T-MOBILE Accounts Payable Check 11.63 182704 08/08/2025 U.S. BANK Accounts Payable Check 3,362.00 182705 08/08/2025 VERDIN Accounts Payable Check 49,625.82 182706 08/08/2025 VISIT SLO CAL Accounts Payable Check 6,738.97 182707 08/08/2025 WALLACE GROUP Accounts Payable Check 2,084.13 182708 08/08/2025 WCJ PROPERTY MANAGEMENT Accounts Payable Check 1,125.00 182709 08/08/2025 WOODLAND PARK ZOO Accounts Payable Check 438.28 182710 08/08/2025 2 MEXICANS, LLC Accounts Payable Check 1,700.00 182711 08/08/2025 A SUPERIOR CRANE, LLC Accounts Payable Check 1,300.00 182712 08/08/2025 A&T ARBORISTS & VEGETATION Accounts Payable Check 7,200.00 182713 08/08/2025 A.P.S. AUTOMOTIVE Accounts Payable Check 145.97 182714 08/08/2025 A-1 PEST MANAGEMENT Accounts Payable Check 199.00 182715 08/08/2025 AGP VIDEO, INC. Accounts Payable Check 1,455.00 182716 08/08/2025 ALL SIGNS AND GRAPHICS, INC. Accounts Payable Check 505.69 182717 08/08/2025 ALPHA ELECTRICAL SERVICE Accounts Payable Check 210.00 182718 08/08/2025 ANIMALS FOREVER INC Accounts Payable Check 540.96 182719 08/08/2025 MICHAEL J. ARRIOLA Accounts Payable Check 1,850.00 182720 08/08/2025 AT&T Accounts Payable Check 716.17
182721 08/08/2025 ATASCADERO HAY & FEED Accounts Payable Check 567.23 182723 08/08/2025 ATASCADERO MUTUAL WATER CO. Accounts Payable Check 44,272.70 182724 08/08/2025 AURORA WORLD, INC. Accounts Payable Check 338.65 182725 08/08/2025 AVILA TRAFFIC SAFETY Accounts Payable Check 3,856.54 182726 08/08/2025 TERRIE BANISH Accounts Payable Check 300.00 182727 08/08/2025 BAUER COMPRESSORS Accounts Payable Check 21.32 182728 08/08/2025 BAY AREA DRIVING SCHOOL, INC. Accounts Payable Check 34.99 182729 08/08/2025 BELSON OUTDOORS LLC Accounts Payable Check 2,383.72 182730 08/08/2025 BERRY MAN, INC. Accounts Payable Check 504.80 182731 08/08/2025 BIG BRAND TIRE & SERVICE Accounts Payable Check 1,491.32 182732 08/08/2025 BRANCH SMITH PROPERTIES Accounts Payable Check 1,230.00 182733 08/08/2025 BREZDEN PEST CONTROL, INC. Accounts Payable Check 74.00 182734 08/08/2025 BURT INDUSTRIAL SUPPLY Accounts Payable Check 1,693.81 182735 08/08/2025 CA DEPT OF FISH & WILDLIFE Accounts Payable Check 3,010.00 182736 08/08/2025 CALIFORNIA CLETS USERS GROUP Accounts Payable Check 300.00 182737 08/08/2025 CALIFORNIA JPIA Accounts Payable Check 7,536.00 182738 08/08/2025 ROBERT R. CANTRELL Accounts Payable Check 2,500.00 182739 08/08/2025 LORELI CAPPEL Accounts Payable Check 53.82 09/23/25 | Item E3 | Attachment 1

Page 14 of 355 ends

Check
Number Check Date Vendor DescripƟon Amount
City of Atascadero
Disbursement LisƟng
For the Month of August 2025
182740 08/08/2025 CATO Accounts Payable Check 650.00
182741 08/08/2025 CB MUSIC PRODUCTIONS, LLC Accounts Payable Check 3,500.00 182742 08/08/2025 CENTRAL COAST CIDER ASSC. Accounts Payable Check 5,000.00 182743 08/08/2025 CHARTER COMMUNICATIONS Accounts Payable Check 2,028.56 182744 08/08/2025 DAVID S. CHOCK Accounts Payable Check 975.00 182745 08/08/2025 CINTAS Accounts Payable Check 936.43
182746 08/08/2025 HOLLY R. COLLINS Accounts Payable Check 231.00 182747 08/08/2025 COLOR CRAFT PRINTING Accounts Payable Check 797.98 182748 08/08/2025 CREATE & LEARN Accounts Payable Check 399.00 182749 08/08/2025 DESTINY CUELLAR-BRAUN Accounts Payable Check 517.60 182750 08/08/2025 DCS TESTING & EQUIPMENT, INC. Accounts Payable Check 3,630.00 182751 08/08/2025 NICHOLAS DEBAR Accounts Payable Check 300.00 182752 08/08/2025 DOOMSDAY SKATE, LLC Accounts Payable Check 615.00 182753 08/08/2025 DRIVE CUSTOMS Accounts Payable Check 4,687.19 182754 08/08/2025 PHILIP DUNSMORE Accounts Payable Check 300.00 182755 08/08/2025 DANIEL E. ERNST Accounts Payable Check 500.00 182756 08/08/2025 ESCRIBE SOFTWARE LTD Accounts Payable Check 16,868.25 182757 08/08/2025 ESRI, INC. Accounts Payable Check 19,675.00 182758 08/08/2025 EXECUTIVE JANITORIAL Accounts Payable Check 3,500.00 182759 08/08/2025 FAHLO Accounts Payable Check 378.50
182760 08/08/2025 FAILSAFE TESTING, LLC Accounts Payable Check 2,980.00 182761 08/08/2025 FENCE FACTORY ATASCADERO Accounts Payable Check 490.50 182762 08/08/2025 FERRELL'S AUTO REPAIR Accounts Payable Check 204.00 182763 08/08/2025 FGL ENVIRONMENTAL Accounts Payable Check 667.00 182764 08/08/2025 AIDEN M. GAMBLE Accounts Payable Check 252.00 182765 08/08/2025 DORIAN M. HACHIGIAN Accounts Payable Check 500.00 182766 08/08/2025 HANKINS HARDWOOD FLOORING Accounts Payable Check 3,700.00 182767 08/08/2025 HANSEN BRO'S CUSTOM FARMING Accounts Payable Check 8,985.25 182768 08/08/2025 HERC RENTALS, INC. Accounts Payable Check 86.48 182769 08/08/2025 HIGH COUNTRY OUTDOOR, INC. Accounts Payable Check 550.00 182770 08/08/2025 BRADLEY L. HILL Accounts Payable Check 1,500.00 182771 08/08/2025 RACHEL HUNTER Accounts Payable Check 40.00 182772 08/08/2025 INGLIS PET HOTEL Accounts Payable Check 211.69 182773 08/08/2025 ZACHARIAH JACKSON Accounts Payable Check 44.00 182774 08/08/2025 JEFF & TONY'S DSD, LLC Accounts Payable Check 406.80 182775 08/08/2025 JK'S UNLIMITED, INC. Accounts Payable Check 3,005.73 182776 08/08/2025 JOE A. GONSALVES & SON Accounts Payable Check 3,000.00 182777 08/08/2025 JOEBELLA COFFEE ROASTERS Accounts Payable Check 180.00 182778 08/08/2025 JESSICA KROUSE Accounts Payable Check 49.00 182779 08/08/2025 KW CONSTRUCTION Accounts Payable Check 6,458.05 09/23/25 | Item E3 | Attachment 1

Page 15 of 355 ends

Check
Number Check Date Vendor DescripƟon Amount
City of Atascadero
Disbursement LisƟng
For the Month of August 2025
182780 08/08/2025 L.N. CURTIS & SONS Accounts Payable Check 284.31 182781 08/08/2025 JAMES R. LEWIS Accounts Payable Check 1,390.74 182782 08/08/2025 LITTLE CRITTERZ INC Accounts Payable Check 331.50 182783 08/08/2025 LOOMIS REFRIGERATION, INC. Accounts Payable Check 40,500.00 182784 08/08/2025 MADRONE LANDSCAPES, INC. Accounts Payable Check 399.90 182785 08/08/2025 MARBORG INDUSTRIES Accounts Payable Check 50.31 182786 08/08/2025 MARGARITA ADVENTURES, LLC Accounts Payable Check 847.70 182787 08/08/2025 MINER'S ACE HARDWARE Accounts Payable Check 378.13 182788 08/08/2025 MIWALL CORPORATION Accounts Payable Check 2,232.29 182789 08/08/2025 MWI ANIMAL HEALTH Accounts Payable Check 1,387.26 182790 08/08/2025 NATURE PLANET, INC. Accounts Payable Check 470.59 182791 08/08/2025 KELLYE R. NETZ Accounts Payable Check 89.50 182792 08/08/2025 NEW TIMES Accounts Payable Check 237.00 182793 08/08/2025 ODP BUSINESS SOLUTIONS, LLC Accounts Payable Check 315.33 182794 08/08/2025 PACIFIC GAS AND ELECTRIC Accounts Payable Check 16,773.02 182795 08/08/2025 PASO ROBLES SAFE & LOCK, INC. Accounts Payable Check 64.71 182796 08/08/2025 PEAKWIFI, LLC Accounts Payable Check 650.00 182797 08/08/2025 PENGUIN RANDOM HOUSE, LLC Accounts Payable Check 443.43 182798 08/08/2025 PORTER CONSTRUCTION, INC. Accounts Payable Check 29,400.00 182799 08/08/2025 PROCARE JANITORIAL SUPPLY,INC. Accounts Payable Check 1,451.23 182800 08/08/2025 PUBLIC SAFETY DEVELOPMENT Accounts Payable Check 1,200.00 182801 08/08/2025 RADIATION DETECTION COMPANY Accounts Payable Check 709.01 182802 08/08/2025 JERI RANGEL Accounts Payable Check 300.00 182803 08/08/2025 REGIONAL TRAINING CENTER Accounts Payable Check 625.00 182804 08/08/2025 RENEWELL FLEET SERVICE LLC Accounts Payable Check 5,015.93 182805 08/08/2025 ROLSON MUSIC & SOUND Accounts Payable Check 1,300.00 182806 08/08/2025 SAN DIEGO POLICE EQUIPMENT CO Accounts Payable Check 6,280.32 182807 08/08/2025 THE SHERWIN WILLIAMS CO INC. Accounts Payable Check 117.67 182808 08/08/2025 SOCAL GAS Accounts Payable Check 175.87 182809 08/08/2025 SPEAKWRITE, LLC. Accounts Payable Check 730.63 182810 08/08/2025 SPECIALIZED EQUIPMENT REPAIR Accounts Payable Check 2,375.37 182811 08/08/2025 SSA GROUP, LLC Accounts Payable Check 3,333.34 182812 08/08/2025 STANLEY STEEMER Accounts Payable Check 5,150.00 182813 08/08/2025 STERICYCLE, INC. Accounts Payable Check 25.78 182814 08/08/2025 SUNLIGHT JANITORIAL, INC. Accounts Payable Check 1,897.50 182815 08/08/2025 SUNRUN INSTALLATION SERVICES Accounts Payable Check 309.22 182816 08/08/2025 SHAVONN L. SWAIN Accounts Payable Check 650.00 182817 08/08/2025 SWIBCO Accounts Payable Check 254.33
182818 08/08/2025 MADELINE M. TAYLOR Accounts Payable Check 278.10 182819 08/08/2025 TESCO CONTROLS, LLC Accounts Payable Check 10,521.75 09/23/25 | Item E3 | Attachment 1

Page 16 of 355 ends

Check
Number Check Date Vendor DescripƟon Amount
City of Atascadero
Disbursement LisƟng
For the Month of August 2025
182820 08/08/2025 THE QUEEN TEAM Accounts Payable Check 164.00 182821 08/08/2025 T-MOBILE Accounts Payable Check 2,029.06 182822 08/08/2025 T-MOBILE Accounts Payable Check 23.25 182823 08/08/2025 UNDERGROUND SERVICE ALERT OF Accounts Payable Check 4,083.77 182824 08/08/2025 UNITED STAFFING ASSC., INC. Accounts Payable Check 135.20 182825 08/08/2025 UPBEATS & ACCENTS Accounts Payable Check 1,344.00 182826 08/08/2025 JAXON VACH Accounts Payable Check 500.00 182827 08/08/2025 VINO VICE, INC. Accounts Payable Check 188.00 182828 08/08/2025 WANDERLUST CONTENT STUDIO LLC Accounts Payable Check 1,400.00 182829 08/08/2025 JODY WATTY Accounts Payable Check 1,056.00 182830 08/08/2025 WEX BANK - BUSINESS UNIVERSAL Accounts Payable Check 10,494.29 182831 08/08/2025 WEX BANK - WEX FLEET UNIVERSAL Accounts Payable Check 11,808.18 182832 08/08/2025 KAREN B. WYKE Accounts Payable Check 1,285.50 182833 08/08/2025 XO PANDORA Accounts Payable Check 93.75 182834 08/08/2025 YOUTH TECH, INC. Accounts Payable Check 1,212.00 182835 08/08/2025 ZOO MED LABORATORIES, INC. Accounts Payable Check 670.70 182839 08/13/2025 PACIFIC GAS AND ELECTRIC Accounts Payable Check 12,381.46 182840 08/13/2025 IRON MOUNTAIN RECORDS MGMNT Accounts Payable Check 124.25 182842 08/13/2025 PACIFIC GAS AND ELECTRIC Accounts Payable Check 15,350.25 182843 08/14/2025 ATASCADERO PROF. FIREFIGHTERS Payroll Vendor Payment 1,557.51 182844 08/14/2025 IAFF MERP TRUST OFFICE C/O BPA Payroll Vendor Payment 1,900.00 182845 08/14/2025 MISSIONSQUARE Payroll Vendor Payment 20,508.69 182846 08/14/2025 MISSIONSQUARE RETIREMENT Payroll Vendor Payment 125.00 182847 08/14/2025 NATIONWIDE RETIREMENT SOLUTION Payroll Vendor Payment 1,489.32 5695 08/15/2025 CALIF PUBLIC EMPLOYEES RETIREMENT SYSTEM Payroll Vendor Payment 18,409.34 5696 08/15/2025 CALIF PUBLIC EMPLOYEES RETIREMENT SYSTEM Payroll Vendor Payment 34,044.70 5697 08/15/2025 CALIF PUBLIC EMPLOYEES RETIREMENT SYSTEM Payroll Vendor Payment 3,082.42 5698 08/15/2025 CALIF PUBLIC EMPLOYEES RETIREMENT SYSTEM Payroll Vendor Payment 3,195.83 5699 08/15/2025 CALIF PUBLIC EMPLOYEES RETIREMENT SYSTEM Payroll Vendor Payment 10,822.97 5700 08/15/2025 CALIF PUBLIC EMPLOYEES RETIREMENT SYSTEM Payroll Vendor Payment 14,405.34 5701 08/15/2025 CALIF PUBLIC EMPLOYEES RETIREMENT SYSTEM Payroll Vendor Payment 24,724.47 5702 08/15/2025 CALIF PUBLIC EMPLOYEES RETIREMENT SYSTEM Payroll Vendor Payment 34,856.64 5706 08/15/2025 MCGRIFF INSURANCE SERVICE TRUIST INSURANCE HOLIDNGS LLC Payroll Vendor Payment 1,105.01 5709 08/15/2025 ATASCADERO POLICE OFFICERS Payroll Vendor Payment 2,180.00 5710 08/15/2025 SEIU LOCAL 620 Payroll Vendor Payment 1,000.42 5707 08/18/2025 ANTHEM BLUE CROSS HSA Payroll Vendor Payment 12,656.61 5708 08/18/2025 STATE DISBURSEMENT UNIT Payroll Vendor Payment 901.65 5719 08/19/2025 RABOBANK, N.A. Payroll Vendor Payment 92,025.82 5720 08/19/2025 EMPLOYMENT DEV DEPARTMENT Payroll Vendor Payment 29,557.76 5721 08/19/2025 EMPLOYMENT DEV. DEPARTMENT Payroll Vendor Payment 5,795.51 09/23/25 | Item E3 | Attachment 1

Page 17 of 355 ends

Check
Number Check Date Vendor DescripƟon Amount
City of Atascadero
Disbursement LisƟng
For the Month of August 2025
182848 08/22/2025 VOID Accounts Payable Check 0.00
182849 08/22/2025 CALPORTLAND COMPANY Accounts Payable Check 865.32 182850 08/22/2025 LARA CHRISTENSEN Accounts Payable Check 442.05 182851 08/22/2025 EARTH SYSTEMS PACIFIC Accounts Payable Check 9,555.00 182852 08/22/2025 FILIPPIN ENGINEERING, INC. Accounts Payable Check 270.00 182853 08/22/2025 HARTZELL GEN. ENG. CONTRACTOR Accounts Payable Check 314,967.60 182854 08/22/2025 HERC RENTALS, INC. Accounts Payable Check 157.69 182855 08/22/2025 COLETTE LAYTON Accounts Payable Check 149.00 182856 08/22/2025 MIG Accounts Payable Check 1,412.50
182857 08/22/2025 RICHARDS, WATSON & GERSHON Accounts Payable Check 27,839.86 182858 08/22/2025 RICK ENGINEERING COMPANY Accounts Payable Check 2,209.20 182859 08/22/2025 SOUZA CONSTRUCTION, INC. Accounts Payable Check 839,845.09 182861 08/22/2025 U.S. BANK Accounts Payable Check 25,408.35 182862 08/22/2025 VISIT SLO CAL Accounts Payable Check 84,728.65 182863 08/22/2025 YEH AND ASSOCIATES, INC. Accounts Payable Check 4,347.80 182864 08/22/2025 2 MEXICANS, LLC Accounts Payable Check 1,106.00 182865 08/22/2025 A&T ARBORISTS & VEGETATION Accounts Payable Check 4,000.00 182866 08/22/2025 A.P.S. AUTOMOTIVE Accounts Payable Check 952.98 182867 08/22/2025 ACCESS PUBLISHING Accounts Payable Check 889.00 182868 08/22/2025 AGM CALIFORNIA, INC. Accounts Payable Check 400.00 182869 08/22/2025 AIRGAS USA, LLC Accounts Payable Check 60.34 182870 08/22/2025 ALL SIGNS AND GRAPHICS, INC. Accounts Payable Check 990.34 182871 08/22/2025 VOID Accounts Payable Check 0.00
182872 08/22/2025 KELLY AREBALO Accounts Payable Check 301.40 182874 08/22/2025 AT&T Accounts Payable Check 1,079.16
182875 08/22/2025 AT&T Accounts Payable Check 760.21
182876 08/22/2025 ATASCADERO HAY & FEED Accounts Payable Check 1,311.18 182877 08/22/2025 ATASCADERO MUTUAL WATER CO. Accounts Payable Check 15,255.06 182878 08/22/2025 A-TOWN AV, INC. Accounts Payable Check 6,681.31 182879 08/22/2025 AVILA TRAFFIC SAFETY Accounts Payable Check 2,035.26 182880 08/22/2025 KEITH R. BERGHER Accounts Payable Check 326.25 182881 08/22/2025 BERRY MAN, INC. Accounts Payable Check 760.40 182882 08/22/2025 RYAN BETZ Accounts Payable Check 28.42 182883 08/22/2025 TERRI RECCHIA BLEDSOE Accounts Payable Check 150.00 182884 08/22/2025 BOUND TREE MEDICAL, LLC Accounts Payable Check 1,395.76 182885 08/22/2025 BRENDLER JANITORIAL SERVICE Accounts Payable Check 385.00 182886 08/22/2025 BREZDEN PEST CONTROL, INC. Accounts Payable Check 108.00 182887 08/22/2025 BURT INDUSTRIAL SUPPLY Accounts Payable Check 3,480.00 182888 08/22/2025 KRYSTAL CARLON Accounts Payable Check 62.30 182889 08/22/2025 CCI OFFICE TECHNOLOGIES Accounts Payable Check 295.45 09/23/25 | Item E3 | Attachment 1

Page 18 of 355 ends

Check
Number Check Date Vendor DescripƟon Amount
City of Atascadero
Disbursement LisƟng
For the Month of August 2025
182890 08/22/2025 CERTIFIED FOLDER DISPLAY SVC Accounts Payable Check 352.78 182891 08/22/2025 CG VISUAL SOLUTIONS CORP. Accounts Payable Check 462.84 182892 08/22/2025 CHARTER COMMUNICATIONS Accounts Payable Check 4,448.59 182893 08/22/2025 LARA CHRISTENSEN Accounts Payable Check 414.20 182894 08/22/2025 CINTAS Accounts Payable Check 683.06
182895 08/22/2025 CJPIA Accounts Payable Check 289.53
182896 08/22/2025 CLEATH-HARRIS GEOLOGISTS, INC. Accounts Payable Check 3,699.10 182897 08/22/2025 COASTAL COPY, INC. Accounts Payable Check 1,187.31 182898 08/22/2025 COLOR CRAFT PRINTING Accounts Payable Check 162.67 182899 08/22/2025 COMFORT LIVING HEATING & AIR Accounts Payable Check 350.00 182900 08/22/2025 COYOTE TRACTOR SERVICES, LLC Accounts Payable Check 1,850.00 182901 08/22/2025 CRISP IMAGING Accounts Payable Check 543.88 182902 08/22/2025 CRYSTAL SPRINGS WATER Accounts Payable Check 20.00 182903 08/22/2025 CSG CONSULTANTS, INC. Accounts Payable Check 903.00 182904 08/22/2025 CULLIGAN SANTA MARIA Accounts Payable Check 1,295.49 182905 08/22/2025 KELLI M. DOWNS Accounts Payable Check 2,246.13 182906 08/22/2025 EL CAMINO CAR WASH Accounts Payable Check 34.99 182907 08/22/2025 EL CAMINO VETERINARY HOSPITAL Accounts Payable Check 1,216.54 182908 08/22/2025 FARM SUPPLY COMPANY Accounts Payable Check 242.44 182909 08/22/2025 FEDEX Accounts Payable Check 58.95
182910 08/22/2025 FGL ENVIRONMENTAL Accounts Payable Check 3,654.00 182911 08/22/2025 FIESTA MAHAR MANUFACTURNG CORP Accounts Payable Check 378.48 182912 08/22/2025 FILIPPIN ENGINEERING, INC. Accounts Payable Check 80,523.50 182913 08/22/2025 AIDEN M. GAMBLE Accounts Payable Check 126.00 182914 08/22/2025 GRAINGER Accounts Payable Check 95.72 182915 08/22/2025 HAAKER EQUIPMENT COMPANY INC. Accounts Payable Check 630.13 182916 08/22/2025 HERC RENTALS, INC. Accounts Payable Check 309.94 182918 08/22/2025 HOME DEPOT CREDIT SERVICES Accounts Payable Check 5,569.05 182919 08/22/2025 IMPACT PHOTOGRAPHICS, INC. Accounts Payable Check 216.00 182920 08/22/2025 INGLIS PET HOTEL Accounts Payable Check 141.00 182921 08/22/2025 INTERNATIONAL CODE COUNCIL INC Accounts Payable Check 3,583.70 182922 08/22/2025 J. CARROLL CORPORATION Accounts Payable Check 92.02 182923 08/22/2025 K&M INTERNATIONAL Accounts Payable Check 3,431.93 182924 08/22/2025 KPRL 1230 AM Accounts Payable Check 670.00 182925 08/22/2025 KRITZ EXCAVATING & TRUCKNG INC Accounts Payable Check 904.34 182926 08/22/2025 LAYNE LABORATORIES, INC. Accounts Payable Check 3,267.94 182927 08/22/2025 LEXISNEXIS RISK SOLUTIONS FL Accounts Payable Check 533.34 182928 08/22/2025 LIFE ASSIST, INC. Accounts Payable Check 138.78 182929 08/22/2025 CALEB LOPEZ Accounts Payable Check 1,386.52 182930 08/22/2025 MEDINA LIGHT SHOW DESIGNS Accounts Payable Check 625.00 09/23/25 | Item E3 | Attachment 1

Page 19 of 355 ends

Check
Number Check Date Vendor DescripƟon Amount
City of Atascadero
Disbursement LisƟng
For the Month of August 2025
182931 08/22/2025 MICHAEL K. NUNLEY & ASSC, INC. Accounts Payable Check 12,223.25 182932 08/22/2025 MID-STATE CONCRETE PRODUCTS Accounts Payable Check 4,018.21 182934 08/22/2025 MINER'S ACE HARDWARE Accounts Payable Check 928.17 182935 08/22/2025 TROY J. MITCHELL, SR. Accounts Payable Check 2,425.00 182936 08/22/2025 MOSS, LEVY, & HARTZHEIM LLP Accounts Payable Check 8,000.00 182937 08/22/2025 MWI ANIMAL HEALTH Accounts Payable Check 108.46 182938 08/22/2025 NESTLED PINES WOODWORKING LLC Accounts Payable Check 604.80 182939 08/22/2025 NEW TIMES Accounts Payable Check 294.00 182940 08/22/2025 NORTH COAST ENGINEERING INC. Accounts Payable Check 420.00 182941 08/22/2025 NORTHWEST ZOOPATH, P.C. Accounts Payable Check 242.78 182942 08/22/2025 ODP BUSINESS SOLUTIONS, LLC Accounts Payable Check 67.45 182943 08/22/2025 PACIFIC GAS AND ELECTRIC Accounts Payable Check 38,057.18 182944 08/22/2025 PAVEMENT ENGINEERING, INC. Accounts Payable Check 37,900.00 182945 08/22/2025 TIMOTHY PERKINS Accounts Payable Check 225.96 182946 08/22/2025 PERRY'S PARCEL & GIFT Accounts Payable Check 60.00 182947 08/22/2025 PHILLIPS INTERNATIONAL, INC. Accounts Payable Check 445.20 182948 08/22/2025 PORTER CONSTRUCTION, INC. Accounts Payable Check 27,540.00 182949 08/22/2025 DARCY PRICE Accounts Payable Check 25.06 182950 08/22/2025 PROCARE JANITORIAL SUPPLY,INC. Accounts Payable Check 2,235.85 182951 08/22/2025 GERALD D. PURIFY JR. Accounts Payable Check 1,200.00 182952 08/22/2025 RAINSCAPE, A LANDSCAPE SVC CO. Accounts Payable Check 7,242.00 182953 08/22/2025 RED'S PLUMBING INC Accounts Payable Check 225.00 182954 08/22/2025 LESLIE ROGERS Accounts Payable Check 500.00 182955 08/22/2025 ROYAL RESORTWEAR, LLC Accounts Payable Check 666.50 182956 08/22/2025 SAFARI LTD. Accounts Payable Check 334.02 182957 08/22/2025 SAN DIEGO POLICE EQUIPMENT CO Accounts Payable Check 3,464.67 182958 08/22/2025 SHI INTERNATIONAL CORP. Accounts Payable Check 12,082.00 182959 08/22/2025 SITEONE LANDSCAPE SUPPLY, LLC Accounts Payable Check 1,643.40 182960 08/22/2025 SLO COUNTY APCD Accounts Payable Check 523.71 182961 08/22/2025 SLOCOG Accounts Payable Check 10,873.00 182962 08/22/2025 SOCAL GAS Accounts Payable Check 451.94 182963 08/22/2025 AMARPREET S. SOHI Accounts Payable Check 300.00 182964 08/22/2025 SOUZA CONSTRUCTION, INC. Accounts Payable Check 452,676.56 182965 08/22/2025 SPECIALIZED EQUIPMENT REPAIR Accounts Payable Check 2,017.91 182966 08/22/2025 SSA GROUP, LLC Accounts Payable Check 3,333.34 182967 08/22/2025 STATE FIRE TRAINING Accounts Payable Check 150.00 182968 08/22/2025 STOP STICK, LTD. Accounts Payable Check 2,905.06 182969 08/22/2025 STORMWIND, LLC Accounts Payable Check 2,180.00 182970 08/22/2025 STEVEN STUCKY Accounts Payable Check 140.00 182971 08/22/2025 TESCO CONTROLS, LLC Accounts Payable Check 32,490.00 09/23/25 | Item E3 | Attachment 1

Page 20 of 355 ends

Check
Number Check Date Vendor DescripƟon Amount
City of Atascadero
Disbursement LisƟng
For the Month of August 2025
182972 08/22/2025 CODY THOMPSON Accounts Payable Check 167.56 182973 08/22/2025 TOWNSEND PUBLIC AFFAIRS, INC. Accounts Payable Check 4,000.00 182974 08/22/2025 TURF STAR, INC. Accounts Payable Check 555.21 182979 08/22/2025 U.S. BANK Accounts Payable Check 46,346.94 182980 08/22/2025 ULTREX BUSINESS PRODUCTS Accounts Payable Check 19.26 182981 08/22/2025 UNITED RENTALS (NORTH AM), INC Accounts Payable Check 1,733.86 182982 08/22/2025 UNITED STAFFING ASSC., INC. Accounts Payable Check 135.20 182983 08/22/2025 USA BLUE BOOK Accounts Payable Check 2,760.73 182984 08/22/2025 VANIR CONSTRUCTION MANAGEMENT Accounts Payable Check 33,529.66 182985 08/22/2025 VERDIN Accounts Payable Check 15,567.62 182986 08/22/2025 VERNON CO. Accounts Payable Check 443.87 182987 08/22/2025 VITAL RECORDS CONTROL Accounts Payable Check 224.95 182988 08/22/2025 VOID Accounts Payable Check 0.00
182989 08/22/2025 WCJ PROPERTY MANAGEMENT Accounts Payable Check 1,125.00 182990 08/22/2025 WEST COAST AUTO & TOWING, INC. Accounts Payable Check 600.00 182991 08/22/2025 WESTERN JANITOR SUPPLY Accounts Payable Check 347.03 182992 08/22/2025 ZACHARY J YEAMAN-SANCHEZ Accounts Payable Check 324.00 182993 08/22/2025 YEH AND ASSOCIATES, INC. Accounts Payable Check 2,090.00 182994 08/22/2025 YOUTH EVOLUTION SOCCER Accounts Payable Check 1,584.00 182995 08/22/2025 ZOOM IMAGING SOLUTIONS, INC. Accounts Payable Check 1,128.00 182996 08/22/2025 JENNIFER ANTON Accounts Payable Check 24.64 182997 08/28/2025 ATASCADERO PROF. FIREFIGHTERS Payroll Vendor Payment 1,557.51 182998 08/28/2025 IAFF MERP TRUST OFFICE C/O BPA Payroll Vendor Payment 1,900.00 182999 08/28/2025 MISSIONSQUARE Payroll Vendor Payment 20,297.72 183000 08/28/2025 NATIONWIDE RETIREMENT SOLUTION Payroll Vendor Payment 1,632.98 5722 08/29/2025 MCGRIFF INSURANCE SERVICE TRUIST INSURANCE HOLIDNGS LLC Payroll Vendor Payment 1,105.01 5723 08/29/2025 ANTHEM BLUE CROSS HSA Payroll Vendor Payment 12,656.61 5724 08/29/2025 STATE DISBURSEMENT UNIT Payroll Vendor Payment 901.65 5725 08/29/2025 ATASCADERO POLICE OFFICERS Payroll Vendor Payment 2,180.00 5726 08/29/2025 SEIU LOCAL 620 Payroll Vendor Payment 1,058.96 5727 08/29/2025 RABOBANK, N.A. Payroll Vendor Payment 103,563.15 5728 08/29/2025 EMPLOYMENT DEV DEPARTMENT Payroll Vendor Payment 36,979.93 5729 08/29/2025 EMPLOYMENT DEV. DEPARTMENT Payroll Vendor Payment 6,515.20 $ 3,714,914.02
09/23/25 | Item E3 | Attachment 1

Page 21 of 355 ends

CITY OF ATASCADERO

CITY COUNCIL STAFF REPORT
Department: Administrative
Services
Date: 9/23/25
Placement: Consent
TO: JAMES R. LEWIS, CITY MANAGER
FROM: JERI RANGEL, DIRECTOR OF ADMINISTRATIVE SERVICES/TREASURER PREPARED BY: KRYS CLARK, ACCOUNTING SPECIALIST
SUBJECT: June 2025 Investment Report
RECOMMENDATION:

REPORT IN BRIEF:

CASH AND INVESTMENTS
Checking Account $ 1,843,321
Zoo Credit Card Deposit Account 2,393
Mechanics Bank Money Market Account 13,609,866
Certificates of Deposit 15,681,844
Government Securities 28,767,552
Municipal Securities 8,448,754
Supranational Securities 1,007,257
LAIF 6,210,574
Cash with Fiscal Agents (2024 Bonds) 23,482
Cash in Banks at June 30, 2025 $ 75,595,043
Deposits in Transit 701,405
Timing Differences (1,576,389)
Cash and Investments at June 30, 2025 $ 74,720,059

INVESTMENT ACTIVITY
Securities Purchased:

Purchase Date Description Type Cost Maturity Date
04/10/25 Bank of America
National Association
Certificate of
Deposit
$ 245,000 04/12/27
04/09/25 US Treasury Notes
CUSIP #91282CGS4
Government
Security
989,398 03/31/30
05/07/25 US Treasury Notes
CUSIP #91282CGZ8
Government
Security
981,586 04/30/30
Securities Matured:

Maturity Date Description Type Original Cost Amount Matured 04/01/25 El Cajon Taxable Pension Obl
CUSIP #282659AX9
Municipal
Security
662,792 650,000
Council receive and file the City Treasurer's report for quarter ending June 30, 2025.

Item E4

Page 22 of 355 ends

Securities Matured (continued):

Maturity Date Description Type Original Cost Amount Matured 04/28/25 First National Bank
McGregor, TX
Certificate of
Deposit
$ 245,000 $ 245,000
04/29/25 Flagstar Bank
Troy, MI
Certificate of
Deposit
245,000 245,000
05/01/25 Corona, CA Pension
CUSIP #21969AAD4
Municipal
Security
420,615 450,000
05/15/25 Tennessee Valley Authority
CUSIP #880591EW8
Government
Security
185,691 205,000
06/24/25 BMO Harris Bank
Chicago, IL
Certificate of
Deposit
218,039 225,000
06/30/25 US Treasury Notes
CUSIP #912828XZ8
Government
Security
502,070 500,000
Securities Sold Prior to Maturity:

None
Other Reportable Activities:

None
REVIEWED BY OTHERS:

This item has been reviewed by the Administrative Services Director/City Treasurer and the Deputy Administrative Services Director.

REVIEWED AND APPROVED FOR COUNCIL AGENDA
ATTACHMENT:

1. Treasurer's Report
Investment Activity (continued)
09/23/25 | Item E4 | Staff Report
Lara K Christensen, Assistant City Manager

Page 23 of 355 ends

City of Atascadero
Treasurer's Report
Cash & Investments Activity Summary
for the quarter ending June 30, 2025

CHECKING FISCAL

ACCOUNTS INVESTMENTS AGENT TOTALS
Balance per Banks at
April 1, 2025 $ 1,208,295 $ 69,332,491 $ 417,107 $ 70,957,893 Receipts 278,183 16,475,912 - 16,754,095
Recognition of Premiums &
Discounts - 53,126 - 53,126
Disbursements (11,775,279) (1,167) (393,625) (12,170,071) Transfers In 14,865,000 2,730,485 - 17,595,485
Transfers Out (2,730,485) (14,865,000) - (17,595,485)
Balance per Banks at
June 30, 2025 $ 1,845,714 $ 73,725,847 $ 23,482 75,595,043 Deposits in Transit 701,405
Timing Differences (1,576,389)
Adjusted Treasurer's Balance $ 74,720,059
09/23/25 | Item E4 | Attachment 1

Page 24 of 355 ends

Fund (LAIF) n/a State Investment Fund n/a n/a 4.27% $ 6,210,574 n/a $ 6,210,574 $ 6,218,016 $ 7,442 n/a Mechanic's Bank Money Market n/a Money Fund n/a n/a 4.67% 13,609,866 n/a 13,609,866 13,609,866 - 07/01/25 Northern Calif Power Agency
CUSIP #664845FN9
04/13/22 Municipal Security Aa3 2.39% 3.04% 305,000 (4) 304,996 305,000 4 07/01/25 University of California
CUSIP #91412GU94
10/22/20 Municipal Security Aa2 3.06% 0.81% 300,000 15 300,015 300,000 (15) 08/12/25 Goldman Sachs Bank
New York, NY
11/08/23 Certificate of Deposit n/a 3.05% 5.16% 246,000 (602) 245,398 245,587 189 08/18/25 Federal National Mortgage Assn
CUSIP #3136G4M75
01/09/22 Government Security Aaa 0.52% 4.70% 280,000 (1,548) 278,452 278,575 123 08/20/25 Northeast Community Bank
White Plains, NY
07/19/23 Certificate of Deposit n/a 0.45% 4.99% 160,000 (1,010) 158,990 159,131 141 09/01/25 San Bernardino Successor Agency
Swansea, MA
10/22/20 Municipal Security Aa 4.00% 0.71% 175,000 990 175,990 175,168 (822) 09/12/25 Federal Home Loan Bank
CUSIP #3130A6C70
10/04/22 Government Security Aaa 2.63% 4.13% 570,000 (1,704) 568,296 567,954 (342) 10/01/25 Folsom Cordova School District
CUSIP #34440PCN9
11/10/20 Municipal Security Aa- 3.00% 1.00% 400,000 2,018 402,018 398,840 (3,178) 10/03/25 Investar Bank
Baton Rouge, LA
10/04/23 Certificate of Deposit n/a 5.35% 5.35% 248,000 n/a 248,000 248,608 608 11/07/25 Federal National Mortgage Assn
CUSIP #3135G06G3
12/14/20 Government Security Aaa 0.50% 0.42% 500,000 142 500,142 493,400 (6,742) 11/15/25 Tulare Sewer Revenue
CUSIP 899124MF5
12/11/20 Municipal Security Aa 1.46% 0.58% 400,000 1,314 401,314 395,980 (5,334) 12/11/25 BMW Bank North America
Salt Lake City, UT
12/11/20 Certificate of Deposit n/a 0.50% 0.50% 245,000 n/a 245,000 240,833 (4,167) 12/18/25 Third Federal Savings & Loan
Cleveland, OH
12/18/20 Certificate of Deposit n/a 1.46% 1.46% 245,000 n/a 245,000 240,612 (4,388) 12/29/25 American Nat'l Bank
Baxter, MN
09/29/23 Certificate of Deposit n/a 5.00% 5.00% 248,000 n/a 248,000 248,883 883 01/15/26 First Reliance Bank
Florence, SC
01/15/21 Certificate of Deposit n/a 0.30% 0.30% 245,000 n/a 245,000 239,838 (5,162) 01/22/26 ConnectOne Bank
Englewood Cliffs, NJ
01/22/21 Certificate of Deposit n/a 0.45% 0.45% 245,000 n/a 245,000 239,877 (5,123) 09/23/25 | Item E4 | Attachment 1

Page 25 of 355 ends

MATURITY DESCRIPTION PURCHASE INVESTMENT INVESTMENT STATED FACE PREMIUM/ COST OF MARKET UNREALIZED DATE (ISSUER) DATE TYPE RATING % RATE YIELD VALUE (DISCOUNT) INVESTMENT VALUE GAIN / (LOSS) City of Atascadero
Investment Report
June 30, 2025
01/22/26 Luana Savings Bank
Luana, IA
01/22/21 Certificate of Deposit n/a 0.40% 0.40% $ 245,000 n/a $ 245,000 $ 239,850 $ (5,150) 02/09/26 First United Bank & Trust
Durant, OK
03/16/23 Certificate of Deposit n/a 4.25% 4.81% 120,000 (408) 119,592 120,054 462 02/11/26 Ind'l & Com'l Bank of China
New York, NY
02/22/21 Certificate of Deposit n/a 0.45% 0.45% 245,000 n/a 245,000 239,478 (5,522) 02/24/26 Eaglebank
Bethesda, MD
03/16/23 Certificate of Deposit n/a 4.25% 4.25% 244,000 n/a 244,000 244,098 98 03/02/26 Federal Farm Credit Bank
CUSIP #3133EFH91
03/03/21 Government Security Aaa 2.22% 0.75% 876,000 8,602 884,602 864,349 (20,253) 03/27/26 Federal Agriculture Mtge Corp
CUSIP #31422XDX7
03/30/21 Government Security n/a 0.83% 0.87% 500,000 (140) 499,860 487,805 (12,055) 04/23/26 Malaga Bank
Palos Verdes Peninsula, CA
04/23/21 Certificate of Deposit n/a 0.55% 0.55% 245,000 n/a 245,000 238,089 (6,911) 04/24/26 Federal National Mortgage Assn
CUSIP #3135G0K36
04/26/21 Government Security Aaa 2.13% 0.77% 500,000 5,512 505,512 492,175 (13,337) 05/19/26 Eaglemark Savings Bank
Reno, NV
05/19/21 Certificate of Deposit n/a 0.70% 0.70% 245,000 n/a 245,000 237,817 (7,183) 05/31/26 US Treasury Notes
CUSIP #91282CCF6
11/23/22 Government Security Aaa 0.75% 4.15% 500,000 (15,136) 484,864 485,275 411 06/01/26 Golden St TOB
CUSIP #38122NC59
05/10/23 Municipal Security A 2.16% 4.52% 150,000 (3,153) 146,847 146,711 (137) 06/05/26 Enterprise Bank
Omaha, NE
09/27/23 Certificate of Deposit n/a 0.85% 4.99% 249,000 (9,374) 239,626 241,739 2,113 06/24/26 First Financial Bank
Dakota Dunes, SD
09/27/23 Certificate of Deposit n/a 3.15% 5.11% 249,000 (4,670) 244,330 246,881 2,551 06/30/26 UBS Bank USA
Salt Lake City, UT
05/19/21 Certificate of Deposit n/a 0.90% 0.90% 245,000 n/a 245,000 237,496 (7,504) 07/01/26 New York Community Bank
Hicksville, NY
06/29/21 Certificate of Deposit n/a 0.85% 0.85% 245,000 n/a 245,000 237,351 (7,649) 07/20/26 Southern Bancorp Bank
Arkadelphia, AR
01/19/24 Certificate of Deposit n/a 4.00% 4.00% 249,000 n/a 249,000 248,933 (67) 07/22/26 Toyota Financial Savings Bank
Henderson, NV
07/22/21 Certificate of Deposit n/a 0.95% 0.95% 245,000 n/a 245,000 237,238 (7,762) 08/01/26 Rancho Adobe Fire Protection
CUSIP #752096AE7
10/14/21 Municipal Security Aa 1.43% 1.25% 260,000 506 260,506 251,891 (8,615) 09/23/25 | Item E4 | Attachment 1

Page 26 of 355 ends

MATURITY DESCRIPTION PURCHASE INVESTMENT INVESTMENT STATED FACE PREMIUM/ COST OF MARKET UNREALIZED DATE (ISSUER) DATE TYPE RATING % RATE YIELD VALUE (DISCOUNT) INVESTMENT VALUE GAIN / (LOSS) City of Atascadero
Investment Report
June 30, 2025
08/03/26 Bridgewater Bank
St. Louis Pk, MN
11/03/23 Certificate of Deposit n/a 5.15% 5.15% $ 248,000 n/a $ 248,000 $ 250,976 $ 2,976 08/13/26 Synchrony Bank
Draper, UT
08/13/21 Certificate of Deposit n/a 0.90% 0.90% 245,000 n/a 245,000 236,677 (8,323) 08/15/26 Dallas TX Ind School District
CUSIP #235308D83
05/09/24 Municipal Security Aaa 4.00% 4.86% 150,000 (1,369) 148,631 149,443 812 08/15/26 El Paso TX
CUSIP #283734Y21
05/09/24 Municipal Security Aa 4.93% 4.93% 110,000 (4,565) 105,435 106,359 924 09/24/26 Federal National Mortgage Assn
CUSIP #3135G0Q22
09/24/21 Government Security Aaa 1.88% 0.80% 500,000 6,626 506,626 487,295 (19,331) 09/29/26 First Bank Richmond
Richmond, IN
09/29/21 Certificate of Deposit n/a 0.55% 0.55% 245,000 n/a 245,000 234,712 (10,288) 10/01/26 California Infrastructure Bonds
CUSIP #13034AL73
10/05/22 Municipal Security AAA 1.04% 4.69% 155,000 (6,824) 148,176 149,298 1,122 10/01/26 Manteca Redevelopment Bonds
CUSIP #56453RBA1
10/05/22 Municipal Security AA 2.04% 4.81% 115,000 (3,831) 111,169 112,080 911 10/13/26 Federal Agricultural Mtge Corp
CUSIP #31424WAN2
11/08/23 Government Security n/a 5.00% 4.77% 700,000 1,999 701,999 708,729 6,730 10/31/26 US Treasury Notes
CUSIP #912828YQ7
11/23/22 Government Security Aaa 1.63% 4.07% 250,000 (7,870) 242,130 242,725 595 11/17/26 Capital One Bank
Glen Allen, VA
11/17/21 Certificate of Deposit n/a 1.10% 1.10% 245,000 n/a 245,000 235,438 (9,562) 11/17/26 Capital One National
McLean, VA
11/17/21 Certificate of Deposit n/a 1.10% 1.10% 245,000 n/a 245,000 235,438 (9,562) 11/17/26 Federal Agricultural Mtge Corp
CUSIP #31422XPS5
09/27/23 Government Security n/a 1.15% 4.86% 500,000 (24,512) 475,488 481,370 5,882 12/21/26 Federal Home Loan Bank
CUSIP #3130AQF65
12/30/21 Government Security Aaa 1.25% 1.26% 500,000 (54) 499,946 481,355 (18,591) 12/28/26 Federal Farm Credit Bank
CUSIP #3133EJ4E6
01/18/22 Government Security Aaa 3.13% 1.58% 200,000 4,551 204,551 197,586 (6,965) 12/31/26 Bank Kremlin
Kremlin, OK
12/31/21 Certificate of Deposit n/a 1.05% 1.05% 245,000 n/a 245,000 234,494 (10,506) 01/15/27 San Joaquin Hills Trans Agency
CUSIP # 798111HF0
01/19/22 Municipal Security A2 2.15% 1.88% 500,000 2,048 502,048 485,430 (16,618) 01/19/27 First Foundation Bank
Irvine, CA
10/25/23 Certificate of Deposit n/a 4.70% 5.05% 230,000 (1,177) 228,823 232,378 3,555 09/23/25 | Item E4 | Attachment 1

Page 27 of 355 ends

MATURITY DESCRIPTION PURCHASE INVESTMENT INVESTMENT STATED FACE PREMIUM/ COST OF MARKET UNREALIZED DATE (ISSUER) DATE TYPE RATING % RATE YIELD VALUE (DISCOUNT) INVESTMENT VALUE GAIN / (LOSS) City of Atascadero
Investment Report
June 30, 2025
02/10/27 Federal Agriculture Mtge Corp
CUSIP #31422XTX0
02/17/22 Government Security n/a 1.60% 1.96% $ 550,000 $ (3,125) $ 546,875 $ 530,255 $ (16,620) 02/17/27 Beal Bank USA
Las Vegas, NV
02/23/22 Certificate of Deposit n/a 1.90% 1.90% 245,000 n/a 245,000 237,001 (7,999) 02/23/27 Sallie Mae Bank
Salt Lake City, UT
10/13/22 Certificate of Deposit n/a 2.20% 4.17% 184,000 (5,736) 178,264 178,773 509 03/01/27 Sonoma Marin Area Rail Transit
CUSIP #835588BA1
12/07/22 Municipal Security AA 1.73% 4.45% 500,000 (21,637) 478,363 480,195 1,832 03/12/27 Federal Home Loan Bank
CUSIP #3130A3DU5
03/17/22 Government Security Aaa 3.00% 2.20% 500,000 6,633 506,633 492,395 (14,238) 03/16/27 American Express Nat'l Bank
Sandy, UT
03/16/22 Certificate of Deposit n/a 2.00% 2.00% 245,000 n/a 245,000 236,937 (8,063) 03/17/27 Beal Bank
Plano, TX
03/23/22 Certificate of Deposit n/a 2.00% 2.00% 245,000 n/a 245,000 236,337 (8,663) 04/12/27 Bank of America
National Association
04/10/25 Certificate of Deposit n/a 4.00% 4.00% 245,000 n/a 245,000 245,029 29 04/14/27 Comenity Capital Bank
Draper, UT
04/14/22 Certificate of Deposit n/a 2.65% 2.65% 245,000 n/a 245,000 239,372 (5,628) 04/30/27 US Treasury Notes
CUSIP # 91282CEN7
01/18/23 Government Security Aaa 2.75% 3.64% 1,000,000 (15,686) 984,314 982,270 (2,044) 05/01/27 LA Unified School District
CUSIP # 544646A77
05/11/22 Municipal Security Aa3 5.72% 3.81% 500,000 16,940 516,940 513,330 (3,610) 05/15/27 US Treasury Notes
CUSIP #912828X88
05/24/22 Government Security Aaa 2.38% 2.87% 500,000 (4,417) 495,583 487,635 (7,948) 06/09/27 Federal Home Loan Bank
CUSIP #3130A5JU4
06/22/22 Government Security Aaa 3.04% 3.43% 200,000 (1,433) 198,567 197,166 (1,401) 06/11/27 Federal Home Loan Bank
CUSIP #3130ASGU7
06/22/22 Government Security Aaa 3.50% 3.41% 200,000 361 200,361 198,608 (1,753) 06/15/27 Federal Farm Credit Bank
CUSIP #3133EHNR0
06/22/22 Government Security Aaa 2.58% 3.43% 480,000 (7,618) 472,382 468,134 (4,248) 07/01/27 Sequoia CA Union High
CUSIP #817409N50
05/10/23 Municipal Security AA1 1.95% 4.20% 350,000 (14,945) 335,055 336,126 1,071 07/16/27 Federal Farm Credit Bank
CUSIP #3133EAXT0
07/26/22 Government Security Aaa 2.75% 2.98% 135,000 (603) 134,397 132,218 (2,179) 07/20/27 Federal Farm Credit Bank
CUSIP #3133ELV92
10/25/23 Government Security Aaa 0.77% 4.86% 500,000 (39,483) 460,517 469,435 8,918 09/23/25 | Item E4 | Attachment 1

Page 28 of 355 ends

MATURITY DESCRIPTION PURCHASE INVESTMENT INVESTMENT STATED FACE PREMIUM/ COST OF MARKET UNREALIZED DATE (ISSUER) DATE TYPE RATING % RATE YIELD VALUE (DISCOUNT) INVESTMENT VALUE GAIN / (LOSS) City of Atascadero
Investment Report
June 30, 2025
08/01/27 Corona Norco Ca Unif Sch Dist
CUSIP # 219764SB4
08/04/22 Municipal Security AA- 2.30% 3.63% $ 250,000 $ (6,627) $ 243,373 $ 241,868 $ (1,506) 08/01/27 Escondido CA Unif Sch Dist
CUSIP # 2963871UV7
08/05/22 Municipal Security AA2 1.13% 3.53% 100,000 (4,781) 95,219 94,380 (839) 08/01/27 Martinez CA Uni Sch Dist
CUSIP # 573428MN6
08/04/22 Municipal Security AA 1.26% 3.43% 250,000 (10,812) 239,188 236,592 (2,596) 08/01/27 San Marcos CA Uni Sch Dist
CUSIP # 798755GC2
08/05/22 Municipal Security AA 2.31% 3.68% 185,000 (5,032) 179,968 178,934 (1,034) 08/01/27 Southwestern Comm College
CUSIP # 845389LS2
08/04/22 Municipal Security AA- 1.53% 3.53% 155,000 (6,169) 148,831 147,665 (1,166) 08/26/27 Federal Agriculture Mtge Corp
CUSIP #31422XF23
09/02/22 Government Security n/a 3.20% 3.49% 500,000 (2,970) 497,030 492,975 (4,055) 09/15/27 Luminate Bank
Minnetonka, MN
09/15/22 Certificate of Deposit n/a 3.40% 3.40% 245,000 n/a 245,000 242,018 (2,982) 09/15/27 Ponce de Leon Fed Bank
Bronx, NY
09/15/22 Certificate of Deposit n/a 3.50% 3.50% 245,000 n/a 245,000 242,535 (2,465) 09/15/27 University of Pittsburgh
CUSIP # 798755GC2
09/15/22 Municipal Security AA+ 3.18% 3.81% 500,000 (6,609) 493,391 491,680 (1,711) 10/08/27 Federal National Mortgage Assn
CUSIP #3135G05Y5
10/12/22 Government Security Aaa 0.75% 4.12% 1,000,000 (72,441) 927,559 935,550 7,991 10/31/27 US Treasury Notes
CUSIP # 91282CAU5
11/09/22 Government Security Aaa 0.50% 4.31% 600,000 (50,333) 549,667 557,250 7,583 11/15/27 Tulare CA Sewer Rev
CUSIP #899124MH1
04/12/23 Municipal Security AA 1.93% 4.47% 325,000 (18,425) 306,575 309,693 3,118 11/15/27 US Treasury Notes
CUSIP # 9128283F5
12/07/22 Government Security Aaa 2.25% 3.79% 500,000 (17,306) 482,694 483,495 801 12/01/27 Federal Agricultural Mtge Corp
CUSIP #31422XR95
10/20/23 Government Security n/a 4.03% 5.04% 500,000 (11,347) 488,653 502,175 13,522 12/15/27 Forbright Bank
Potomac, MD
12/15/22 Certificate of Deposit n/a 4.00% 4.00% 245,000 n/a 245,000 245,093 93 12/16/27 Community West Bank NA
Goleta, CA
12/16/22 Certificate of Deposit n/a 4.00% 4.00% 245,000 n/a 245,000 245,093 93 01/12/28 Inter-American Dev Bank
CUSIP # 4581X0EH7
01/19/23 Supranational Security Aaa 4.00% 3.70% 1,000,000 7,257 1,007,257 1,005,810 (1,447) 02/10/28 First National Bk of Michigan
Kalamazoo, MI
02/10/23 Certificate of Deposit n/a 3.70% 3.70% 249,000 n/a 249,000 247,222 (1,778) 09/23/25 | Item E4 | Attachment 1

Page 29 of 355 ends

MATURITY DESCRIPTION PURCHASE INVESTMENT INVESTMENT STATED FACE PREMIUM/ COST OF MARKET UNREALIZED DATE (ISSUER) DATE TYPE RATING % RATE YIELD VALUE (DISCOUNT) INVESTMENT VALUE GAIN / (LOSS) City of Atascadero
Investment Report
June 30, 2025
02/15/28 Belmont Bank & Trust
Chicago, IL
02/15/23 Certificate of Deposit n/a 3.75% 3.75% $ 249,000 n/a $ 249,000 $ 247,518 $ (1,482) 02/15/28 US Treasury Notes
CUSIP # 9128283W8
02/01/23 Government Security Aaa 2.75% 3.64% 500,000 (11,086) 488,914 488,105 (809) 02/17/28 Vision Bank
St. Louis, MN
02/17/23 Certificate of Deposit n/a 3.75% 3.75% 249,000 n/a 249,000 247,516 (1,484) 03/10/28 Federal Home Loan Bank
CUSIP # 3130ATS57
03/15/23 Government Security Aaa 4.50% 3.90% 600,000 9,153 609,153 611,814 2,661 03/17/28 Affinity Bank
Covington, GA
03/17/23 Certificate of Deposit n/a 4.90% 4.90% 245,000 n/a 245,000 250,716 5,716 03/20/28 Bank Five Nine
Oconomowoc, WI
03/20/23 Certificate of Deposit n/a 4.65% 4.65% 245,000 n/a 245,000 249,153 4,153 04/01/28 California State Bonds-GO
CUSIP #13063DGC6
04/12/23 Municipal Security AA 3.50% 3.98% 525,000 (6,470) 518,530 519,047 517 04/01/28 California State Bonds-Taxable
CUSIP #13063DGC6
04/12/23 Municipal Security AA 3.50% 3.98% 150,000 (1,849) 148,151 148,299 148 04/06/28 Morgan Stanley Bank
Salt Lake City, UT
09/28/23 Certificate of Deposit n/a 4.65% 4.69% 244,000 (243) 243,757 248,058 4,301 05/12/28 Central Bank
Little Rock, AR
05/12/23 Certificate of Deposit n/a 3.85% 3.85% 249,000 n/a 249,000 249,027 27 05/16/28 CIBC Bank
Chicago, IL
05/16/23 Certificate of Deposit n/a 4.35% 4.35% 244,000 n/a 244,000 246,203 2,203 05/16/28 Univest Bank & Trust
Souderton, PA
05/16/23 Certificate of Deposit n/a 4.40% 4.40% 249,000 n/a 249,000 251,727 2,727 05/30/28 Idaho First Bank
McCall, ID
05/30/23 Certificate of Deposit n/a 4.20% 4.20% 245,000 n/a 245,000 252,228 7,228 05/31/28 Customers Bank
Phoenixville, PA
05/31/23 Certificate of Deposit n/a 4.45% 4.45% 244,000 n/a 244,000 251,025 7,025 06/09/28 Federal Home Loan Bank
CUSIP #3130AEB25
06/20/23 Government Security AA+ 3.25% 4.03% 170,000 (3,634) 166,366 168,071 1,705 06/30/28 Federal Home Loan Bank
CUSIP #3130AWN63
08/03/23 Government Security Aaa 4.00% 4.33% 500,000 (4,591) 495,409 504,460 9,051 07/06/28 HSBC Bank USA
McLean, VA
07/18/23 Certificate of Deposit n/a 3.30% 4.57% 249,000 (8,937) 240,063 243,584 3,521 07/26/28 Park State Bank
Duluth, MN
07/26/23 Certificate of Deposit n/a 4.45% 4.45% 249,000 n/a 249,000 252,207 3,207 09/23/25 | Item E4 | Attachment 1

Page 30 of 355 ends

MATURITY DESCRIPTION PURCHASE INVESTMENT INVESTMENT STATED FACE PREMIUM/ COST OF MARKET UNREALIZED DATE (ISSUER) DATE TYPE RATING % RATE YIELD VALUE (DISCOUNT) INVESTMENT VALUE GAIN / (LOSS) City of Atascadero
Investment Report
June 30, 2025
07/31/28 Medallion Bank
Salt Lake City, UT
07/31/23 Certificate of Deposit n/a 4.40% 4.40% 249,000 $ n/a 249,000 $ 251,854 $ 2,854 $ 08/01/28 New York City Transitional Fin Auth
CUSIP #64971XBN7
08/16/23 Municipal Security Aa1 4.90% 4.90% 850,000 (42,252) 807,748 825,579 17,831 08/17/28 United Fidelity Bank FBS
Evansville, IN
09/13/23 Certificate of Deposit n/a 4.50% 4.50% 249,000 n/a 249,000 252,608 3,608 09/05/28 Discover Bank
Greenwood, DE
09/07/23 Certificate of Deposit n/a 4.55% 4.55% 244,000 n/a 244,000 247,882 3,882 09/13/28 Optum Bank Inc
Draper, UT
09/13/23 Certificate of Deposit n/a 4.55% 4.55% 244,000 n/a 244,000 247,789 3,789 09/21/28 Merrick Bank
South Jordan, UT
09/21/23 Certificate of Deposit n/a 4.50% 4.50% 249,000 n/a 249,000 252,673 3,673 09/27/28 Legacy Bank & Trust
Mountain Grove, MO
09/27/23 Certificate of Deposit n/a 4.50% 4.50% 249,000 n/a 249,000 252,685 3,685 09/29/28 Star Bank
Maple Lake, MN
09/29/23 Certificate of Deposit n/a 4.65% 4.65% 244,000 n/a 244,000 248,558 4,558 10/17/28 Southern First Bank
Greensville, SC
10/26/23 Certificate of Deposit n/a 4.85% 4.85% 244,000 n/a 244,000 250,734 6,734 10/23/28 Federal Home Loan Bank
CUSIP #3130AXLQ9
10/25/23 Government Security Aaa 5.03% 4.89% 500,000 2,095 502,095 517,925 15,830 10/27/28 Iowa State Bank
Clarksville, IA
10/27/23 Certificate of Deposit n/a 4.70% 4.70% 249,000 n/a 249,000 254,289 5,289 11/14/28 Wells Fargo Bank
Sioux Falls, SD
11/14/23 Certificate of Deposit n/a 5.05% 5.05% 248,000 n/a 248,000 256,053 8,053 11/16/28 Federal Home Loan Bank
CUSIP #3130AFFX0
12/12/23 Government Security Aaa 3.25% 4.29% 500,000 (16,166) 483,834 493,185 9,351 12/01/28 Sulphur Springs CA Uni Sch District
CUSIP #865485EL6
12/07/23 Municipal Security A2 1.97% 4.58% 110,000 (8,966) 101,034 101,994 960 12/04/28 Federal Agricultural Mtge Corp
CUSIP #31424WCR1
12/12/23 Government Security n/a 4.38% 4.33% 750,000 1,028 751,028 762,713 11,685 12/04/28 Federal Farm Credit Bank
CUSIP #3133EHZ48
05/08/24 Government Security Aaa 2.77% 4.49% 194,000 (10,530) 183,470 187,187 3,717 01/18/29 Federal Farm Credit Bank
CUSIP #3133EPW84
01/19/24 Government Security AA+ 3.88% 4.04% 750,000 (3,988) 746,012 749,243 3,231 01/26/29 Old Dominion National Bank
North Garden, VA
01/26/24 Certificate of Deposit n/a 3.85% 3.85% 249,000 n/a 249,000 247,521 (1,479) 09/23/25 | Item E4 | Attachment 1

Page 31 of 355 ends

MATURITY DESCRIPTION PURCHASE INVESTMENT INVESTMENT STATED FACE PREMIUM/ COST OF MARKET UNREALIZED DATE (ISSUER) DATE TYPE RATING % RATE YIELD VALUE (DISCOUNT) INVESTMENT VALUE GAIN / (LOSS) City of Atascadero
Investment Report
June 30, 2025
01/26/29 Parkside Financial Bank
Clayton, MO
01/26/24 Certificate of Deposit n/a 3.85% 3.85% $ 249,000 n/a $ 249,000 $ 247,521 $ (1,479) 02/13/29 Federal Farm Credit Bank
CUSIP #3133EP3B9
02/14/24 Government Security AA+ 4.13% 4.28% 1,250,000 (6,217) 1,243,783 1,259,250 15,467 03/09/29 Federal Home Loan Bank
CUSIP #3130AVBD3
04/10/24 Government Security AA+ 4.50% 4.47% 1,000,000 880 1,000,880 1,024,940 24,060 04/10/29 Federal Farm Credit Bank
CUSIP #3133ERAK7
04/17/24 Government Security AA+ 4.38% 4.71% 1,000,000 (11,371) 988,629 1,016,330 27,701 05/01/29 Pasadena CA Ref Taxable
CUSIP #70227RBQ2
05/03/24 Municipal Security Aaa 2.30% 4.95% 330,000 (30,292) 299,708 308,349 8,641 05/15/29 Federal National Mortgage Assn
CUSIP #31359MEU3
05/16/24 Government Security AA+ 6.25% 4.36% 750,000 50,046 800,046 816,825 16,779 06/08/29 Federal Home Loan Bank
CUSIP #3130B1BC0
06/11/24 Government Security Aaa 4.63% 4.49% 1,000,000 4,688 1,004,688 1,031,180 26,492 06/12/29 Morgan Stanley Private Bank
National Association
06/12/24 Certificate of Deposit n/a 4.70% 4.70% 244,000 n/a 244,000 249,668 5,668 07/05/29 Federal Farm Credit Bank
CUSIP #3133ERKJ9
07/11/24 Government Security Aaa 4.38% 4.18% 1,000,000 7,085 1,007,085 1,016,470 9,385 07/17/29 BNY Mellon
National Association
07/17/24 Certificate of Deposit n/a 4.15% 4.15% 244,000 n/a 244,000 244,871 871 08/01/29 Federal Farm Credit Bank
CUSIP #3133ERNC1
08/14/24 Government Security Aaa 4.13% 3.66% 1,000,000 17,647 1,017,647 1,007,690 (9,957) 08/21/29 The Citizens Bank
Batesville, AR
08/21/24 Certificate of Deposit n/a 4.60% 4.60% 249,000 n/a 249,000 249,065 65 09/01/29 California State
CUSIP #13063EBP0
09/18/24 Municipal Security Aa2 5.13% 3.59% 500,000 29,535 529,535 520,735 (8,800) 01/31/30 US Treasury Notes
CUSIP #91282CMG3
02/21/25 Government Security Aaa 4.25% 4.32% 1,000,000 (2,671) 997,329 1,019,730 22,401 01/31/30 US Treasury Notes
CUSIP #91282CMG3
03/12/25 Government Security Aaa 4.25% 3.97% 1,000,000 11,582 1,011,582 1,019,730 8,148 03/31/30 US Treasury Notes
CUSIP #91282CGS4
04/09/25 Government Security Aaa 3.63% 3.86% 1,000,000 (10,172) 989,828 992,850 3,022 04/30/30 US Treasury Notes
CUSIP #91282CGZ8
05/07/25 Government Security Aaa 3.50% 3.91% 1,000,000 (17,925) 982,075 987,150 5,075 Total Funds Managed by the City 74,139,440 (413,593) 73,725,847 73,768,003 42,156 09/23/25 | Item E4 | Attachment 1

Page 32 of 355 ends

09/23/25 | Item E4 | Attachment 1

Page 33 of 355 ends

City of Atascadero
Investments by Type
June 30, 2025
Investment June 30, 2025
LAIF $ 6,210,574
Money Market 13,609,866
Certificates of Deposit 15,681,844
Government Securities 28,767,552
Municipal Securities 8,448,754
Supranational Securities 1,007,257
Cash with Fiscal Agent Other 23,482
$ 73,749,329
LAIF
8%
Money Market
19%
Certificates of Deposit
21% Government Securities
39%
Municipal Securities
11%
Supranational
Securities
1%
Cash with
Fiscal Agent
<1%
LAIF Money Market Certificates of Deposit Government Securities Municipal Securities Supranational Securities Cash with Fiscal Agent 09/23/25 | Item E4 | Attachment 1

Page 34 of 355 ends

City of Atascadero
Investments by Maturity *
June 30, 2025
Investment June 30, 2025
On Demand $ 19,820,440
Within One Month 605,011
One Month to One Year 8,800,833
One to Five Years 44,499,563
$ 73,725,847
* Cash with fiscal agent is not included in the totals for this graph because the amounts are restricted based on bond covenants, and therefore, the City doesn't retain the option to liquefy these funds at will.

On Demand
27%
Within One Month
1%
One Month to One Year
12%
One to Five Years
60%
On Demand Within One Month One Month to One Year One to Five Years 09/23/25 | Item E4 | Attachment 1

Page 35 of 355 ends

City of Atascadero
Investments by Custodial Agent
June 30, 2025
Custodial Agent June 30, 2025
State of California $ 6,210,574
US Bank 53,905,407
Bank of New York 23,482
Mechanics Money Market Other 13,609,866
$ 73,749,329
State of California
8%
US Bank
73%
Bank of New York
Mechanics Money 1%
Market
18%
State of California US Bank Bank of New York Mechanics Money Market 09/23/25 | Item E4 | Attachment 1

Page 36 of 355 ends

City of Atascadero
Investment Yield vs. 2-Year Treasury Yield
For the Quarter Ended June 30, 2025
City Yield
2-Yr Treasury
Weighted
Portfolio Yield
June 2023 2.68% 3.17%
September 2023 2.95% 3.20%
December 2023 3.12% 3.10%
March 2024 3.23% 3.20%
June 2024 3.68% 3.67%
September 2024 3.53% 3.39%
December 2024 3.52% 3.48%
March 2025 3.69% 3.67%
June 2025 3.76% 3.73%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%
City Yield 2-Yr Treasury Weighted Portfolio Yield
09/23/25 | Item E4 | Attachment 1

Page 37 of 355 ends

CITY OF ATASCADERO AND

ATASCADERO FINANCING

AUTHORITY
STAFF REPORT Item H1
Department: Administrative
Services
Date: 9/23/25
Placement: Public Hearings
TO: JAMES R. LEWIS, CITY MANAGER
FROM: JERI RANGEL, DIRECTOR OF ADMINISTRATIVE SERVICES
PREPARED BY: JERI RANGEL, DIRECTOR OF ADMINISTRATIVE SERVICES SUBJECT: City of Atascadero and the Atascadero Financing Authority Approve/ Authorize the Issuance of Lease Revenue Bonds, Series 2025a RECOMMENDATIONS:

1. Council hold a public hearing on the financing of the Projects.

DISCUSSION:

BACKGROUND
In 2021, the City of Atascadero (the “City”) adopted the 2021-2023 action plan which was a culmination of a robust public outreach effort and outlined four separate strategic priorities:

Page 38 of 355 ends

09/24/25 | Item H1 | Staff Report
Economic & Community Vibrancy, Fiscal Infrastructure Efficiency & Sustainability, Ensuring Public Safety and Providing Exceptional City Services, and Quality of Life. This plan identified priorities for the public safety project which will be funded by the Atascadero Financing Authority’s Lease Revenue Bonds, Series 2025A (“2025A Bonds”).

The Project consists of the design, construction, and rehabilitation of certain public capital improvements located on City-owned property and is intended to comprehensively address three aging City public safety facilities. As part of the Project, the City will replace the outdated and structurally deficient Fire Station No. 1 with a newly constructed, approximately 17,000-squarefoot fire station. The new Fire Station No. 1 will also include an attached Emergency Operations Center. The Project further includes the renovation and modernization of Fire Station No. 2 to bring the facility into compliance with current safety standards, applicable codes, and operational requirements. In addition, the Project provides for improvements to the City’s Police Headquarters to enhance operational efficiency and align the facility with modern policing standards. These improvements are expected to include upgraded security systems, refreshed interior finishes, improvements to restrooms and locker rooms, and the construction of a new, detached dispatch building of approximately 1,300 square feet.

The Project is expected to be completed in three phases ending in Fall 2027.

PUBLIC HEARING
In accordance with Government Code Section 6586.5(a)(2), the City must hold a public hearing to consider public testimony concerning the possible issuance of bonds by the Authority to finance certain public capital improvements within the boundaries of the City. The City Resolution approves the sale of bonds by the Authority and finds that there are significant public benefits in connection with the Projects, and the associated financing thereof, with bond proceeds.

This meeting has been convened as a joint meeting of the City Council and the Authority Board of Directors in order to allow the City Council, and the Council Members acting in their capacity as the Authority Board of Directors, to hold the hearing as described above and consider adoption of resolutions of each body approving or authorizing the issuance of bonds by the Authority and approving the form of related financing documents and other actions.

SUMMARY OF FINANCING DOCUMENTS
The City can generate proceeds required to complete the Project through the issuance of the 2025A Bonds, which would be secured by legally available funds of the City’s General Fund and would not require an increase in taxes to its residents.

Under this financing mechanism, the Authority would issue the 2025A Bonds. The Authority and the City would simultaneously enter into a Ground Lease whereby the City leases city-owned property (“Leased Assets”) to the Authority and a Lease Agreement whereby the Authority leases

Page 39 of 355 ends

09/24/25 | Item H1 | Staff Report
the Leased Assets back to the City in consideration for semi-annual lease payments, which in turn, are used to pay debt service on the 2025A Bonds.

The Resolutions approve the financing plan outlined above, appoint and retain the financing team, including Urban Futures, Inc., as Municipal Advisor; Stradling Yocca Carlson & Rauth LLP as Bond and Disclosure Counsel; Piper Sandler & Co. as Underwriter; and The Bank of New York Mellon Trust Company, N.A., as Trustee; and approve all documents and actions needed to authorize the issuance and sale of the 2025A Bonds, including the form financing documents provided herein, together with any changes or additions deemed advisable and approved by any Authorized Officer, upon consultation with Bond Counsel. Because certain numbers and information related to the financing are unknown until the 2025A Bonds are sold, after the sale of the 2025A Bonds, such final numbers and information will be populated into the documents and approved by an Authorized Officer before execution of the financing documents and closing of the transaction. The following documents and information related to the transaction are included herein:
 Ground Lease and Lease Agreement: The Ground Lease and Lease Agreement provide for the City to lease the Leased Assets (City Hall, Fire Station 1, Fire Station 2, and the Police Department Headquarters) to the Authority, and for the Authority to lease the Leased Assets back to the City in consideration of the payment by the City to the Authority of semi-annual base rental payments, which are pledged to the repayment of the 2025A Bonds. The City’s rental payments will be due on dates and in amounts to enable the Authority to pay scheduled debt service on the 2025A Bonds. In addition, under the Lease Agreement the City would agree to annually budget for and appropriate the rental payments for the use and occupancy of the Leased Assets. The City is responsible for maintenance, repair, and insurance for the Leased Assets. The City will have the right to release City Hall from the Lease Agreement and Ground Lease upon completion of the Project.
 Indenture: The Indenture sets forth the terms and conditions of the 2025A Bonds, including the pledge of revenues, redemption provisions, investment and management of funds and accounts, repayment mechanisms, and the rights and obligations of the City, the Authority, the municipal bond insurer, if any, the Trustee (The Bank of New York Mellon Trust Company, N.A.), and the bondholders. Under the Indenture, the Trustee directly receives the base rental payments made by the City under the Lease Agreement, which are equal in amount to the interest and principal payments due on the 2025A Bonds. The Trustee receives and disburses the rental payments semiannually to holders of the 2025A Bonds as payments of interest and principal.  Assignment Agreement: Under the Assignment Agreement, the Authority agrees to assign to the Trustee its right to receive the City’s base rental payments made under the Lease Agreement.

Page 40 of 355 ends

09/24/25 | Item H1 | Staff Report
 Bond Purchase Agreement: The Bond Purchase Agreement among the Authority, the City, and Piper Sandler & Co. (the Underwriter) defines the terms and conditions under which the 2025A Bonds will be purchased by the Underwriter.
 Preliminary Official Statement (“POS”): The POS will be distributed to prospective purchasers of the 2025A Bonds. The POS must contain all facts material to potential purchasers of the 2025A Bonds, including information regarding the security for the bonds and the City’s General Fund (certain pricing information is permitted to be completed in the final Official Statement). The POS must not omit any material facts. The POS is required to satisfy the City’s obligation under federal securities laws to provide all material information to potential purchasers of the 2025A Bonds and must be accurate and complete in all material respects.

The City Council, as the governing body of the City and the Authority, has an obligation to ensure that the POS includes all information that would be material to a prospective investor’s decision whether to purchase the 2025A Bonds. While the City’s Disclosure Counsel, Municipal Advisor, and the Underwriter have participated in preparing the documents, the City is ultimately responsible for ensuring that the POS is accurate, contains no misleading information, and does not omit any information necessary to make the POS not misleading to investors.
 Continuing Disclosure Certificate: The Continuing Disclosure Certificate will be delivered by the City for the benefit of owners of the 2025A Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission. This document describes various annual and certain event reporting and disclosure obligations of the City, as required by federal securities laws.

The City Resolution (Attachment 1) and the Authority Resolution (Attachment 2) also set forth certain not-to-exceed parameters for the 2025A Bonds, including a principal amount not exceeding $33 million, a true interest cost not exceeding 5.75%, and an underwriter’s discount not exceeding 0.65% of the principal amount of the 2025A Bonds. These not-to-exceed parameters are meant to provide some flexibility and cushion in case market conditions change.

The 2025A Bonds are expected to be sold to the Underwriter, who will market the 2025A Bonds to investors through a public offering. In offering the 2025A Bonds to the public, the City and Authority must comply with the “anti-fraud rules” of federal securities laws under Section 17 of the Securities Act of 1933 and Section 10(b) of the Securities and Exchange Act of 1934 (the “1934 Act”), and the regulations adopted by the Securities and Exchange Commission under those laws, particularly “Rule 10b-5” adopted under the 1934 Act. The City and Authority have undertaken various practices and procedures to ensure compliance with the anti-fraud rules of federal

Page 41 of 355 ends

09/24/25 | Item H1 | Staff Report
securities laws in connection with the preparation of the POS. Further, the Continuing Disclosure Certificate is intended to assist the Underwriter in complying with its obligations under Rule 15c2- 12(b)(5), as described above. To ensure compliance with the anti-fraud rules going forward, the City and Authority Resolutions adopt written policies and procedures as set forth in the Policy for Disclosure Procedures attached hereto (the “Disclosure Procedures”).

NEXT STEPS
On September 17, 2025, City staff and the financing team met with S&P Global Ratings to discuss the bond issuance, and the financing team expects to receive the rating on or around September 25th. If the City Council and Board of Directors adopt the Resolutions approving/authorizing the issuance of the 2025A Bonds, the financing team will proceed with seeking bond insurance bids and will distribute the Preliminary Official Statement to potential purchasers of the bonds on or around September 30th. The 2025 Bonds are expected to be sold the week of October 6th and delivered the week of October 20th, at which time the City would receive the bond proceeds.

FISCAL IMPACT:

Pursuant to Government Code Section 5852.1, good faith estimates (obtained from the underwriter and the municipal advisor) must be disclosed at a public meeting before the authorization of the 2025A Bonds. Required good faith estimates are provided in the applicable resolutions; the table below summarizes those estimates and includes additional information. * These are good faith estimates only and are based on market rates as of September 3, 2025.

Final results will likely differ based on market conditions as of the actual sale date and other factors. However, for the financing to proceed, the not-to-exceed parameters described in the previous section must be met.

REVIEWED BY OTHERS:

This item has been reviewed by the City Attorney’s office. 2025A Bonds
Principal Amount: $29,050,000
Final Maturity: May 1, 2055
True interest cost: 4.90%
Finance charge: $812,838
Amount of project proceeds received: $29,613,113
Average annual debt service: $1,937,283
Total debt service payment amount: $57,203,649

Page 42 of 355 ends

09/24/25 | Item H1 | Staff Report

REVIEWED AND APPROVED FOR COUNCIL AGENDA
_______
Lara K Christensen, Assistant City Manager
ATTACHMENTS:

1. City Resolution

2. Authority Resolution

3. Form of Indenture

4. Form of Ground Lease

5. Form of Lease Agreement

6. Form of Assignment Agreement

7. Form of Bond Purchase Agreement

8. Preliminary Official Statement (with Form of Continuing Disclosure Certificate included as Appendix E)

9. Disclosure Procedures

Page 43 of 355 ends

09/23/25 | Item H1 | Attachment 1
DRAFT RESOLUTION NO. 2025-_____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

ATASCADERO AUTHORIZING THE EXECUTION AND DELIVERY BY

THE CITY OF ATASCADERO OF A GROUND LEASE, LEASE

AGREEMENT, INDENTURE, AND BOND PURCHASE AGREEMENT IN

CONNECTION WITH THE ISSUANCE OF ATASCADERO FINANCING

AUTHORITY LEASE REVENUE BONDS, APPROVING THE ISSUANCE

OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT
TO EXCEED $33,000,000, AUTHORIZING THE DISTRIBUTION OF AN

OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND

SALE OF SUCH BONDS, AND AUTHORIZING THE EXECUTION OF

NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS
The City Council of the City of Atascadero (hereafter referred to as “City Council”) hereby finds, determines, resolves and orders as follows:

WHEREAS, the City of Atascadero, California (the “City”) is a municipal corporation and general law city duly organized and existing under and pursuant to the Constitution and laws of the State of California; and
WHEREAS, the Atascadero Financing Authority (the “Authority”) is a joint exercise of powers authority duly organized and existing pursuant to the laws of the State of California and that certain Joint Exercise of Powers Agreement between the City and the Atascadero Industrial Development Authority (the “Joint Powers Agreement”); and WHEREAS, pursuant to the Joint Powers Agreement and Section 6588(h) of the MarksRoos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”), the Authority has the legal authority to lease and sublease lands, structures, real or personal property, and other interests in lands that are located within the State of California that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof; and WHEREAS, the City and the Authority desire to finance all or a portion of the costs of the design, acquisition, construction and/or installation of certain public capital improvements to be located in the City, including some or all of the following: the demolition of Fire Station No. 1, the reconstruction of Fire Station No. 1, the renovation of Fire Station No. 2, and the renovation of the Police Department headquarters building (collectively, the “Project”); and

Page 44 of 355 ends

09/23/25 | Item H1 | Attachment 1
WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City; and
WHEREAS, the City has, prior to the consideration of this Resolution, held a public hearing on the financing of the Project in accordance with Section 6586.5 of the Act, which hearing was held at 6500 Palma Ave, Atascadero, California 93422 on September 23, 2025; and WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the New Times, an adjudicated local newspaper of general circulation in the City; and
WHEREAS, the Authority and the City have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “Atascadero Financing Authority Lease Revenue Bonds, Series 2025A” (the “Bonds”) for the purpose of (i) financing all or a portion of the Project, and (ii) paying costs of issuance of the Bonds; and
WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”) pursuant to which the City will lease certain real property, which real property shall initially consist of City Hall, Fire Station 1, Fire Station 2, and the Police Department headquarters, or other City-owned properties, as determined by the City Manager or his authorized designees (collectively, the “Leased Assets”) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which will be pledged to the owners of the Bonds by the Authority pursuant to an Indenture by and among The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), the City and the Authority (the “Indenture”); and
WHEREAS, the Authority will issue the Bonds pursuant to the Act; and WHEREAS, the City Council of the City previously adopted a Debt Management Policy that complies with Government Code Section 8855(i) (the “Debt Management Policy”), and the obligations under the Lease Agreement as contemplated by this Resolution comply with the Debt Management Policy; and
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds; and
WHEREAS, the City and the Authority have selected Piper Sandler & Co. to act as underwriter (the “Underwriter”) and to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”); and

Page 45 of 355 ends

09/23/25 | Item H1 | Attachment 1
WHEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”) requires that, in order to be able to purchase or sell the Bonds, the underwriter thereof must have reasonably determined that the City has undertaken in a written agreement or contract for the benefit of the holders of the Bonds to provide disclosure of certain financial information and certain events on an ongoing basis; and WHEREAS, in order to cause such requirement to be satisfied, the City desires to execute and deliver a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”); and
WHEREAS, a form of the Preliminary Official Statement (the “Preliminary Official Statement”) has been prepared; and
WHEREAS, good faith estimates of certain information relating to the Bonds are disclosed and set forth in Exhibit A attached to this Resolution as required by California Government Code Section 5852.1; such estimates were provided by Urban Futures, Inc. (the “Municipal Advisor”) based on preliminary bond pricing information provided by the Underwriter; and
WHEREAS, the City Council has been presented with the form of each document referred to herein relating to the financing contemplated hereby, and the City Council has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and
WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Atascadero as follows:

SECTION 1. Each of the above recitals is true and correct. Following a duly noticed public hearing, the City Council hereby approves the financing of the Project described in this Resolution and further finds and determines that there are significant public benefits to the citizens of the City through the issuance of the Bonds and execution and delivery of the Ground Lease and Lease Agreement pursuant to the Act and otherwise hereunder within the meaning of Section 6586(a) through (d), inclusive, of the Act, in that the delivery of the Bonds and related transactions will result in demonstrable savings in effective interest rate to the City and enable the City to undertake the Project on a timely basis, and provide a more efficient delivery of public services to the community.

Page 46 of 355 ends

09/23/25 | Item H1 | Attachment 1
SECTION 2. The forms of the Ground Lease and Lease Agreement, on file with the City Clerk, are hereby approved, and the Mayor, the Mayor Pro Tem, the City Manager, the City Treasurer and Administrative Services Director, and the City Clerk, and each of their authorized designees (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Ground Lease and Lease Agreement in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Ground Lease and Lease Agreement shall terminate no later than May 1, 2056 (provided that such term may be extended as provided therein) and the true interest cost applicable to the Bonds shall not exceed 5.75% per annum. In the event that it is determined by the City Manager, or his designee, that there are limitations or restrictions on the ability of the City to lease or sublease any portion of the Leased Assets as contemplated by the Ground Lease and Lease Agreement or that other City-owned property would be more appropriate to use as Leased Assets under the Ground Lease and the Lease Agreement, the City Manager, or his designee, is hereby expressly authorized to designate other or additional real property of the City to be leased or subleased pursuant to the Ground Lease and Lease Agreement, with such designation to be conclusively evidenced by the execution and delivery of the Ground Lease and Lease Agreement by an Authorized Officer.

SECTION 3. The form of Indenture, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal amount of the Bonds shall not exceed $33,000,000, the final maturity date of the Bonds shall be no later than May 1, 2056 and the true interest cost applicable to the Bonds shall not exceed 5.75% per annum, and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.

SECTION 4. The Bond Purchase Agreement, on file with the City Clerk, is hereby approved and the Authorized Officers are each hereby authorized and directed, for and in the name of the City, to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter’s discount (not including any original issue discount paid by the Underwriter) from the principal amount of the Bonds in excess of 0.65% of the aggregate principal amount of the Bonds.

Page 47 of 355 ends

09/23/25 | Item H1 | Attachment 1
SECTION 5. The issuance by the Authority of not to exceed $33,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby approved.

SECTION 6. The form of Preliminary Official Statement, on file with the City Clerk, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the City that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 (except for the omission of certain final pricing, rating and related information as permitted by Rule 15c2-12).

The Authorized Officers are each hereby authorized and directed to furnish, or cause to be furnished, to prospective bidders for the Bonds a reasonable number of copies of the Preliminary Official Statement.

SECTION 7. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the City, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the City.

SECTION 8. The form of Continuing Disclosure Certificate, on file with the City Clerk, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Continuing Disclosure Certificate in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 9. The Policy for Disclosure Procedures, on file with the City Clerk, is hereby approved.

SECTION 10. Stradling Yocca Carlson & Rauth LLP, is hereby approved and appointed as Bond and Disclosure Counsel, Urban Futures, Inc., is hereby approved and appointed as Municipal Advisor, and The Bank of New York Mellon Trust Company, N.A. is hereby appointed as Trustee, each to provide such services to the City and any other related services as may be required to issue the Bonds.

SECTION 11. With the passage of this Resolution, the City hereby confirms that it has adopted a Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the City’s financing described in this Resolution and its obligations under the Lease Agreement as contemplated by this Resolution is in compliance with the Debt Management Policy, and to the extent the sale and issuance of the

Page 48 of 355 ends

09/23/25 | Item H1 | Attachment 1
Bonds and the execution and delivery of the Lease Agreement is not in compliance with the City’s Debt Management Policy, such noncompliance is waived in accordance with the terms of the City’s Debt Management Policy. The City hereby instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel, on behalf of the City, with respect to the Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the City, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.

SECTION 12. The officers, employees and agents of the City are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including, but not limited to, taking such actions and executing such instruments as may be necessary or appropriate to remove encumbrances and clear title to City Hall, and any other properties of the City that the Authorized Officers deem appropriate for use as Leased Assets under the Ground Lease and the Lease Agreement. Anything to the contrary herein notwithstanding, in the event the Administrative Services Director determines in consultation with the Municipal Advisor that the cost-efficient marketing of the Bonds requires creation of a funded reserve under the Indenture, each of the Indenture, Lease Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. Specifically and without limiting the foregoing, the Administrative Services Director is authorized and directed to (a) solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Bonds, provided she determines acceptance of the best bid will result in lower overall debt service or lower interest cost, and appropriate changes to each of the documents referenced herein to evidence such bond insurance and the terms thereof, are hereby authorized and approved, and (b) solicit and enter into one or more investment contracts with respect to the proceeds of the Bonds. All actions heretofore taken by the Authorized Officers and the officers, employees and agents of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified.

SECTION 13. The City Council hereby approves the execution and delivery of any and all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.

SECTION 14. This Resolution will take effect from and after its date of adoption.

Page 49 of 355 ends

09/23/25 | Item H1 | Attachment 1
PASSED AND ADOPTED at a regular meeting of the City Council held on the 23rd day of September, 2025 .

On motion by Council Member ______ and seconded by Council Member _____, the foregoing Resolution is hereby adopted in its entirety on the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

CITY OF ATASCADERO:

Charles Bourbeau, Mayor
ATTEST:

Lara K. Christensen, City Clerk

Page 50 of 355 ends

09/23/25 | Item H1 | Attachment 1| Exhibit A

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by its Municipal Advisor, Urban Futures, Inc., in consultation with Piper Sandler & Co., the Underwriter of the Bonds, as of September 3, 2025.

Principal Amount. The Municipal Advisor has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be issued and sold is $29,050,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 4.90%.

Finance Charge of the Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $812,838.

Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $29,613,113.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $57,203,649, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount) and further excludes future administrative costs such as trustee and continuing disclosure costs.

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from

Page 51 of 355 ends

09/23/25 | Item H1 | Attachment 1| Exhibit A
such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the City’s financing plan, or a combination of such factors.

Page 52 of 355 ends

09/23/25 | Item H1 | Attachment 2

ATASCADERO FINANCING AUTHORITY
DRAFT RESOLUTION NO. AFA-25-________

RESOLUTION OF THE BOARD OF DIRECTORS OF THE

ATASCADERO FINANCING AUTHORITY AUTHORIZING THE

EXECUTION AND DELIVERY BY THE AUTHORITY OF A GROUND

LEASE, LEASE AGREEMENT, INDENTURE, ASSIGNMENT

AGREEMENT, AND BOND PURCHASE AGREEMENT IN CONNECTION

WITH THE ISSUANCE OF ATASCADERO FINANCING AUTHORITY

LEASE REVENUE BONDS, AUTHORIZING THE ISSUANCE OF SUCH

BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO
EXCEED $33,000,000, AUTHORIZING THE DISTRIBUTION OF AN

OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND

SALE OF SUCH BONDS, AND AUTHORIZING THE EXECUTION OF

NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED

ACTIONS
The Board of Directors of the Atascadero Financing Authority (hereafter referred to as “Board of Directors”) hereby finds, determines, resolves and orders as follows:

WHEREAS, the Atascadero Financing Authority (the “Authority”) is a joint exercise of powers authority duly organized and existing pursuant to the laws of the State of California and that certain Joint Exercise of Powers Agreement between the City and the Atascadero Industrial Development Authority (the “Joint Powers Agreement”); and WHEREAS, pursuant to the Joint Powers Agreement and Section 6588(h) of the MarksRoos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code (the “Act”), the Authority has the legal authority to lease and sublease lands, structures, real or personal property, and other interests in lands that are located within the State of California that the Authority determines are necessary or convenient for the financing of public capital improvements, or any portion thereof; and WHEREAS, the City and the Authority desire to finance all or a portion of the costs of the design, acquisition, construction and/or installation of certain public capital improvements to be located in the City, including some or all of the following: the demolition of Fire Station No. 1, the reconstruction of Fire Station No. 1, the renovation of Fire Station No. 2, and the renovation of the Police Department headquarters building (collectively, the “Project”); and WHEREAS, the City is a member of the Authority and the Project is located within the boundaries of the City; and
WHEREAS, the City has, prior to the consideration of this Resolution, held a public hearing on the financing of the Project in accordance with Section 6586.5 of the Act, which hearing was held at 6500 Palma Ave, Atascadero, California 93422 on September 23, 2025, and

Page 53 of 355 ends

09/23/25 | Item H1 | Attachment 2
adopted its resolution approving the financing and making a finding of significant public benefit in accordance with the Act; and
WHEREAS, in accordance with Section 6586.5 of the Act, notice of such hearing was published once at least five days prior to the hearing in the New Times, an adjudicated local newspaper of general circulation in the City; and
WHEREAS, the Authority and the City have determined that it would be in the best interests of the Authority, the City and residents of the City to authorize the preparation, sale and delivery of the “Atascadero Financing Authority Lease Revenue Bonds, Series 2025A” (the “Bonds”) for the purpose of (i) financing all or a portion of the Project, and (ii) paying costs of issuance of the Bonds; and
WHEREAS, in order to facilitate the issuance of the Bonds, the City and the Authority desire to enter into a Ground Lease between the City and the Authority (the “Ground Lease”) pursuant to which the City will lease certain real property, which real property shall initially consist of City Hall, Fire Station 1, Fire Station 2, and the Police Department headquarters, or other City-owned properties, as determined by the City Manager or his authorized designees (collectively, the “Leased Assets”) to the Authority, and a Lease Agreement between the City and the Authority (the “Lease Agreement”), pursuant to which the City will lease the Leased Assets back from the Authority, and pay certain Base Rental Payments (as defined in the Lease Agreement), which will be pledged to the owners of the Bonds by the Authority pursuant to an Indenture by and among The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), the City and the Authority (the “Indenture”); and
WHEREAS, the Authority and the Trustee desire to enter into an Assignment Agreement in order to provide, among other things, that all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee; and WHEREAS, the Authority will issue the Bonds pursuant to the Act; and WHEREAS, the City Council of the City previously adopted a Debt Management Policy that complies with Government Code Section 8855(i) (the “Debt Management Policy”), which Debt Management Policy is by this Resolution hereby adopted by the Authority, and the sale and issuance of the Bonds as contemplated by this Resolution complies with the Debt Management Policy; and
WHEREAS, the City and the Authority desire to provide for the negotiated sale of the Bonds; and
WHEREAS, the City and the Authority have selected Piper Sandler & Co., to act as underwriter (the “Underwriter”) and to purchase the Bonds from the Authority pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”); and WHEREAS, a form of the Preliminary Official Statement (the “Preliminary Official Statement”) has been prepared; and

Page 54 of 355 ends

09/23/25 | Item H1 | Attachment 2
WHEREAS, good faith estimates of certain information relating to the Bonds are disclosed and set forth in Exhibit A attached to this Resolution as required by California Government Code Section 5852.1; such estimates were provided by Urban Futures, Inc. (the “Municipal Advisor”), based on preliminary bond pricing information provided by the Underwriter; and
WHEREAS, the Board of Directors has been presented with the form of each document referred to herein, and the Board of Directors has examined and approved each document and desires to authorize and direct the execution of such documents and the consummation of such financing; and
WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Atascadero Financing Authority as follows:

SECTION 1. All of the recitals herein contained are true and correct and the Board of Directors so finds. The Board of Directors of the Authority has determined and hereby finds that the Authority’s assistance in financing the Project by the issuance of the Bonds and related transactions will result in significant public benefits of the type described in Section 6586 (a) through (d), inclusive, of the Act.

SECTION 2. The forms of the Lease Agreement and the Ground Lease, on file with the Secretary of the Authority, are hereby approved, and the Chair, Vice Chair, Executive Director, Treasurer, and Secretary, and each of their authorized designees (the “Authorized Officers”), are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Lease Agreement and the Ground Lease, respectively, in substantially said forms, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the term of the Lease Agreement and the Ground Lease shall terminate no later than May 1, 2056 (provided that such term may be extended as provided therein) and the true interest cost applicable to the interest components of the Base Rental Payments shall not exceed 5.75% per annum. In the event that it is determined by the Executive Director, or his designee, that there are limitations or restrictions on the ability of the City to lease or sublease any portion of the Leased Assets as contemplated by the Ground Lease and Lease Agreement, or that other City-owned property would be more appropriate to use as Leased Assets under the Ground Lease and the Lease Agreement the Executive Director, or his designee, is hereby expressly authorized to designate other or additional real property of the City to be leased or subleased pursuant to the Ground Lease and Lease Agreement, with such designation to be conclusively evidenced by the execution and delivery of the Ground Lease and Lease Agreement by an Authorized Officer.

Page 55 of 355 ends

09/23/25 | Item H1 | Attachment 2
SECTION 3. The form of Indenture, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Indenture in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate principal amount of the Bonds shall not exceed $33,000,000, the final maturity date of the Bonds shall be no later than May 1, 2056 and the true interest cost applicable to the Bonds shall not exceed

5.75% per annum and, provided, further, that such changes, insertions and omissions shall be consistent with the terms of the Bonds established at negotiated sale pursuant to the Bond Purchase Agreement.

SECTION 4. The issuance of not to exceed $33,000,000 aggregate principal amount of the Bonds, in the principal amounts, bearing interest at the rates and maturing on the dates as specified in the Indenture as finally executed, is hereby authorized and approved.

SECTION 5. The form of Assignment Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Assignment Agreement in substantially said form, with such changes, insertions and omissions therein as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution and delivery thereof.

SECTION 6. The Bond Purchase Agreement, on file with the Secretary of the Authority, is hereby approved, and the Authorized Officers are each hereby authorized and directed, for and in the name of the Authority to execute and deliver the Bond Purchase Agreement in substantially said form, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer; provided, however, that such changes, insertions and omissions shall not result in an aggregate underwriter’s discount (not including any original issue discount paid by the Underwriter) from the principal amount of the Bonds in excess of 0.65% of the aggregate principal amount of the Bonds.

SECTION 7. The form of Preliminary Official Statement, on file with the Secretary of the Authority, with such changes, insertions and omissions therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Bonds is hereby authorized and approved. The Authorized Officers are each hereby authorized to certify on behalf of the Authority that the Preliminary Official Statement is deemed final as of its date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related information as permitted by such Rule).

Page 56 of 355 ends

09/23/25 | Item H1 | Attachment 2
SECTION 8. The preparation and delivery of an Official Statement, and its use in connection with the offering and sale of the Bonds, is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are each hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute the final Official Statement and any amendment or supplement thereto for and in the name and on behalf of the Authority.

SECTION 9: The Policy for Disclosure Procedures, on file with the Secretary of the Authority, is hereby approved.

SECTION 10. Stradling Yocca Carlson & Rauth LLP, is hereby approved and appointed as Bond and Disclosure Counsel, Urban Futures, Inc., is hereby approved and appointed as Municipal Advisor, and The Bank of New York Mellon Trust Company, N.A. is hereby appointed as Trustee, each to provide such services to the Authority and any other related services as may be required to issue the Bonds.

SECTION 11. With the passage of this Resolution, the Authority hereby adopts the City’s Debt Management Policy and certifies that such Debt Management Policy complies with Government Code Section 8855(i), and that the Authority’s financing described in this Resolution and its obligations under the Indenture as contemplated by this Resolution is in compliance with the Debt Management Policy, and to the extent the sale and issuance of the Bonds is not in compliance with the Debt Management Policy, such noncompliance is waived in accordance with the terms of the Debt Management Policy, and instructs Stradling Yocca Carlson & Rauth LLP, as Bond Counsel, on behalf of the Authority, with respect to the Bonds described in this Resolution, (a) to cause notices of the proposed sale and final sale of the Bonds to be filed in a timely manner with the California Debt and Investment Advisory Commission pursuant to Government Code Section 8855, and (b) to check, on behalf of the Authority, the “Yes” box relating to such certifications in the notice of proposed sale filed pursuant to Government Code Section 8855.

SECTION 12. The officers and agents of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Specifically and without limiting the foregoing, the Treasurer is authorized and directed to (a) solicit and accept bids for bond insurance and, if applicable, a reserve account insurance policy, for the Bonds, provided she determines acceptance of the best bid will result in lower overall debt service or lower interest cost, and appropriate changes to each of the documents referenced herein to evidence such bond insurance and the terms thereof, are hereby authorized and approved, and (b) solicit and enter into one or more investment contracts with respect to the proceeds of the Bonds.

Anything to the contrary herein notwithstanding, in the event the Executive Director determines in consultation with the Municipal Advisor that the cost-efficient marketing of the Bonds requires creation of a funded reserve under the Indenture, each of the Indenture, Lease

Page 57 of 355 ends

09/23/25 | Item H1 | Attachment 2
Agreement and other documents approved herein may be revised to reflect the funding of such a reserve. All actions heretofore taken by the Authorized Officers and the officers and agents of the Authority with respect to the transactions set forth above are hereby approved, confirmed and ratified.

SECTION 13. The Board hereby approves the execution and delivery of any and all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.

SECTION 14. This Resolution shall take effect from and after its date of adoption.

PASSED AND ADOPTED at a regular meeting of the Atascadero Financing Authority held on the 23rd day of September, 2025.

On motion by Director ______ and seconded by Director _____, the foregoing Resolution is hereby adopted in its entirety on the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

Charles Bourbeau, Chair
ATTEST:

Lara K. Christensen
Secretary

Page 58 of 355 ends

09/23/25 | Item H1 | Attachment 2| Exhibit A

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the Authority by the Authority’s Municipal Advisor, Urban Futures, Inc., in consultation with Piper Sandler & Co., the Underwriter of the Bonds, as of September 3, 2025.

Principal Amount. The Municipal Advisor has informed the Authority that, based on the Authority’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be issued and sold is $29,050,000 (the “Estimated Principal Amount”).

True Interest Cost of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 4.90%.

Finance Charge of the Bonds. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $812,838.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $29,613,113.

Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $57,203,649, which excludes any reserves or capitalized interest paid or funded with proceeds of the Bonds (which may offset such total payment amount) and further excludes future administrative costs such as trustee and continuing disclosure costs.

Page 59 of 355 ends

09/23/25 | Item H1 | Attachment 2| Exhibit A
of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds issued and sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, (f) alterations to the Authority’s financing plan, or a combination of such factors.

Page 60 of 355 ends

4921-8256-2870v5/202088-0001

INDENTURE
by and among

ATASCADERO FINANCING AUTHORITY
and

CITY OF ATASCADERO
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of October 1, 2025
Relating to
$_________

ATASCADERO FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2025A
09/23/25 | Item H1 | Attachment 3

Page 61 of 355 ends

TABLE OF CONTENTS
Page
i
4921-8256-2870v5/202088-0001

ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions.....................................................................................................................2 Section 1.02 Equal Security.............................................................................................................10

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds............................................................................................... 11 Section 2.02 Terms of Series 2025A Bonds....................................................................................11 Section 2.03 Form of Series 2025A Bonds...................................................................................... 13 Section 2.04 Transfer and Exchange of Bonds................................................................................ 13 Section 2.05 Registration Books...................................................................................................... 13 Section 2.06 Execution of Bonds..................................................................................................... 13 Section 2.07 Authentication of Bonds............................................................................................. 14 Section 2.08 Temporary Bonds........................................................................................................ 14 Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen............................................................... 14 Section 2.10 Book-Entry Bonds ...................................................................................................... 15

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2025A Bonds................................................................................. 16 Section 3.02 Application of Proceeds of the Series 2025A Bonds.................................................. 16 Section 3.03 [Reserved]...................................................................................................................17 Section 3.04 Costs of Issuance Fund ............................................................................................... 17 Section 3.05 Project Fund................................................................................................................ 17 Section 3.06 Conditions for the Issuance of Additional Bonds....................................................... 17 Section 3.07 Procedure for the Issuance of Additional Bonds ........................................................ 19 Section 3.08 Additional Bonds........................................................................................................ 20

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2025A Bonds........................................................................... 20 Section 4.02 Notice of Redemption................................................................................................. 21 Section 4.03 Selection of Bonds for Redemption............................................................................ 22 Section 4.04 Partial Redemption of Bonds...................................................................................... 22 Section 4.05 Effect of Notice of Redemption.................................................................................. 22

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations........................................................................................ 22 Section 5.02 Flow of Funds.............................................................................................................23 Section 5.03 Application of Net Insurance Proceeds....................................................................... 24 Section 5.04 Title Insurance ............................................................................................................ 25 Section 5.05 Rebate Fund ................................................................................................................ 25 Section 5.06 Investment of Moneys................................................................................................. 27 09/23/25 | Item H1 | Attachment 3

Page 62 of 355 ends

TABLE OF CONTENTS
(continued)
Page
ii
4921-8256-2870v5/202088-0001

ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements.....................................................................................28 Section 6.02 Compliance with Ground Lease and Lease Agreement.............................................. 28 Section 6.03 Observance of Laws and Regulations......................................................................... 28 Section 6.04 Other Liens.................................................................................................................. 28 Section 6.05 Prosecution and Defense of Suits ............................................................................... 29 Section 6.06 Accounting Records and Statements........................................................................... 29 Section 6.07 Recordation and Filing................................................................................................ 29 Section 6.08 Tax Covenants ............................................................................................................ 29 Section 6.09 Continuing Disclosure ................................................................................................ 30 Section 6.10 Further Assurances...................................................................................................... 30

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default........................................................................................................ 30 Section 7.02 Other Remedies of the Trustee....................................................................................31 Section 7.03 Non-Waiver................................................................................................................. 31 Section 7.04 Remedies Not Exclusive ............................................................................................. 31 Section 7.05 No Liability by the Authority to the Owners.............................................................. 31 Section 7.06 No Liability by the City to the Owners....................................................................... 32 Section 7.07 No Liability of the Trustee to the Owners .................................................................. 32 Section 7.08 Application of Amounts After Default ....................................................................... 32 Section 7.09 Trustee May Enforce Claims Without Possession of Bonds ...................................... 32 Section 7.10 Limitation on Suits...................................................................................................... 32

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee......................................................................................... 33 Section 8.02 Duties, Removal and Resignation of the Trustee........................................................ 33 Section 8.03 Compensation of the Trustee ...................................................................................... 34 Section 8.04 Protection of the Trustee............................................................................................. 35

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted................................................................. 38 Section 9.02 Effect of Supplemental Indenture ............................................................................... 39 Section 9.03 Endorsement of Bonds; Preparation of New Bonds ...................................................39 Section 9.04 Amendment of Particular Bonds................................................................................. 39

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture................................................................................................ 40 Section 10.02 Bonds Deemed To Have Been Paid............................................................................ 40 Section 10.03 Payment of Bonds After Discharge of Indenture........................................................ 41 09/23/25 | Item H1 | Attachment 3

Page 63 of 355 ends

TABLE OF CONTENTS
(continued)
Page
iii
4921-8256-2870v5/202088-0001

ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties..................................................................... 41 Section 11.02 Successor Deemed Included in all References to Predecessor ................................... 41 Section 11.03 Execution of Documents by Owners .......................................................................... 41 Section 11.04 Waiver of Personal Liability....................................................................................... 42 Section 11.05 Destruction of Bonds .................................................................................................. 42 Section 11.06 Funds and Accounts.................................................................................................... 42 Section 11.07 Article and Section Headings Gender and References ............................................... 42 Section 11.08 Partial Invalidity.......................................................................................................... 43 Section 11.09 Disqualified Bonds...................................................................................................... 43 Section 11.10 Money Held for Particular Bonds............................................................................... 43 Section 11.11 Payment on Non-Business Days................................................................................. 43 Section 11.12 California Law ............................................................................................................ 43 Section 11.13 Notices ........................................................................................................................ 44 Section 11.14 Notice to Rating Agencies.......................................................................................... 44 Section 11.15 Execution in Counterparts........................................................................................... 44 Signatures .............................................................................................................................S-1/S-2 EXHIBIT A FORM OF SERIES 2025A BOND...........................................................................A-1 EXHIBIT B FORM OF PROJECT FUND REQUISITION .........................................................B-1 09/23/25 | Item H1 | Attachment 3

Page 64 of 355 ends

4921-8256-2870v5/202088-0001

INDENTURE
THIS INDENTURE (this “Indenture”), executed and entered into as of October 1, 2025, is by and among the ATASCADERO FINANCING AUTHORITY, a joint exercise of powers entity duly organized and existing pursuant to the Joint Powers Agreement (defined below) and the laws of the State of California (the “Authority”), the CITY OF ATASCADERO, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States, as Trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the City and the Authority desire to finance all or a portion of the acquisition, construction and/or installation of certain capital improvement projects in the City, including the demolition of Fire Station No. 1, the reconstruction of Fire Station No. 1, the renovation of Fire Station No. 2, and the renovation of the Police Department headquarters building (collectively, the “Project”); WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and residents of the City to authorize the preparation, sale and delivery of the “Atascadero Financing Authority Lease Revenue Bonds, Series 2025A” (the “Series 2025A Bonds”) for the purpose of financing the Project;
WHEREAS, in order to facilitate the issuance of the Series 2025A Bonds, the City will lease certain real property and the improvements located thereon (the “Property”) to the Authority pursuant to a Ground Lease, dated as of the date hereof, and the City will sublease the Property back from the Authority pursuant to a Lease Agreement, dated as of the date hereof (the “Lease Agreement”); WHEREAS, the City and the Authority have determined that it would be in the best interests of the City and the Authority to provide the funds necessary to finance all or a portion of the Project through the issuance by the Authority of the Series 2025A Bonds payable from the base rental payments (the “Base Rental Payments”) to be made by the City under the Lease Agreement; WHEREAS, all rights to receive the Base Rental Payments have been assigned without recourse by the Authority to the Trustee pursuant to an Assignment Agreement, dated as of the date hereof;
WHEREAS, the Series 2025A Bonds will be payable equally and ratably from the Base Rental Payments;
WHEREAS, the Authority and the City desire to provide for the issuance of additional bonds in the future (the “Additional Bonds”) payable from the Base Rental Payments on a parity with the Series 2025A Bonds (the Series 2025A Bonds and any such Additional Bonds being collectively referred to as the “Bonds”);
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured, and to secure the payment of the principal thereof, premium, if any, and interest thereon, the Authority and the City have authorized the execution and delivery of this Indenture; and 09/23/25 | Item H1 | Attachment 3

Page 65 of 355 ends

2 4921-8256-2870v5/202088-0001
WHEREAS, the Authority and the City have determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture has been in all respects duly authorized;
NOW THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties do hereby agree as follows:

ARTICLE I
DEFINITIONS; EQUAL SECURITY
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Bonds and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Lease Agreement. “Additional Bonds” means Bonds other than the Series 2025A Bonds issued hereunder in accordance with the provisions of Sections 3.06 and 3.07 hereof. “Act” means the Marks-Roos Local Bond Pooling Act of 1985, commencing with Section 6584 of the California Government Code.
“Additional Rental Payments” means all amounts payable by the City as Additional Rental Payments pursuant to Section 3.02 of the Lease Agreement. “Assignment Agreement” means the Assignment Agreement, dated as of the date hereof, by and between the Authority and the Trustee, as amended and supplemented from time to time. “Authority” means the Atascadero Financing Authority, a joint exercise of powers entity organized and existing under and by virtue of the laws of the State of California. “Authorized Authority Representative” means the Chair, Vice Chair, Executive Director, Treasurer and Secretary of the Authority, or any other person authorized by the Board of Directors of the Authority to act on behalf of the Authority under or with respect to this Indenture. “Authorized City Representative” means the Mayor of the City, the Mayor Pro Tem of the City, the City Manager of the City, the City Treasurer and Administrative Services Director of the City or the City Clerk, or any other person authorized by the City Council of the City to act on behalf of the City under or with respect to this Indenture.
“Authorized Denominations” means $5,000 or any integral multiple thereof. “Base Rental Payment Fund” means the fund by that name established in accordance with Section 5.02 hereof.
09/23/25 | Item H1 | Attachment 3

Page 66 of 355 ends

3 4921-8256-2870v5/202088-0001
“Base Rental Payments” means all amounts payable to the Authority by the City as Base Rental Payments pursuant to Section 3.01 of the Lease Agreement. “Beneficial Owner” means, whenever used with respect to a Book-Entry Bond, the person whose name is recorded as the beneficial owner of such Book-Entry Bond or a portion of such BookEntry Bond by a Participant on the records of such Participant or such person’s subrogee. “Bonds” means the Series 2025A Bonds and any Additional Bonds issued hereunder. “Book-Entry Bonds” means the Bonds of a Series registered in the name of the nominee of DTC, or any successor securities depository for such Series of Bonds, as the registered owner thereof pursuant to the terms and provisions of Section 2.10 hereof. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday, (b) a day on which banking institutions in the State of California, or in any state in which the Office of the Trustee is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed or the payment system of the Federal Reserve System is not operational.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to a Series of Book-Entry Bonds.
“City” means the City of Atascadero, a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State of California. “Closing Date” means __________ ___, 2025.
“Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the date hereof, executed by the City, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Costs of Issuance” means all the costs of issuing and delivering the Bonds, including, but not limited to, all printing and document preparation expenses in connection with this Indenture, the Lease Agreement, the Ground Lease, the Assignment Agreement, the Bonds and any preliminary official statement and final official statement pertaining to the Bonds, rating agency fees, CUSIP Service Bureau charges, market study fees, legal fees and expenses of counsel with the issuance and delivery of the Bonds, the initial fees and expenses of the Trustee and its counsel, the initial fees and expenses of any bond insurer or reserve fund credit facility provider, and other fees and expenses incurred in connection with the issuance and delivery of the Bonds, to the extent such fees and expenses are approved by the City.
“Costs of Issuance Fund” means the fund by that name established in accordance with Section 3.04 hereof.
“DTC” means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, and its successors as securities depository for any Series of Book-Entry Bonds, including any such successor appointed pursuant to Section 2.10 hereof. 09/23/25 | Item H1 | Attachment 3

Page 67 of 355 ends

4 4921-8256-2870v5/202088-0001
“Electronic Means” shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
“Federal Securities” means (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), and (b) obligations of any agency, department or instrumentality of the United States of America the timely payment of principal of and interest on which are fully guaranteed by the United States of America.
“Fitch” means Fitch, Inc.
“Ground Lease” means the Ground Lease, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may from time to time be amended in accordance with the provisions thereof and of the Lease Agreement. “Indenture” means this Indenture, as originally executed and as it may be amended or supplemented from time to time by any Supplemental Indenture. “Information Services” means Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (EMMA) website; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee.
“Interest Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Interest Payment Date” means May 1 and November 1 of each year, commencing on [May 1, 2026].
“Joint Powers Agreement” means the Joint Exercise of Powers Agreement dated as of July 22, 2025, by and between the City and the Atascadero Industrial Development Authority, pursuant to which the Authority is established, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Lease Agreement” means the Lease Agreement, dated as of the date hereof, by and between the City and the Authority, as originally executed and as it may be from time to time amended in accordance with the provisions thereof.
“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, except that if such corporation shall no longer perform the function of a securities rating agency for any reason, the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Office of the Trustee” means the principal corporate trust office of the Trustee in Los Angeles, California, or such other office as may be specified to the Authority and the City by the Trustee in writing, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or the agency of the Trustee at which, at any 09/23/25 | Item H1 | Attachment 3

Page 68 of 355 ends

5 4921-8256-2870v5/202088-0001
particular time, its corporate trust agency shall be conducted as specified to the Authority and the City by the Trustee in writing.
“Opinion of Counsel” means a written opinion of Stradling Yocca Carlson & Rauth LLP, or other counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the Authority or the City and which written opinion is satisfactory to the Trustee. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.09 hereof) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation;
(b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.01 hereof; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture. “Owner” means, with respect to a Bond, the Person in whose name such Bond is registered on the Registration Books.
“Participant” means any entity which is recognized as a participant by DTC in the book-entry system of maintaining records with respect to Book-Entry Bonds. “Participating Underwriter” has the meaning ascribed thereto in the Continuing Disclosure Certificate.
“Permitted Investments” means any of the following to the extent then permitted by the general laws of the State of California:
(1) (a) Direct obligations (other than an obligation subject to—variation in principal repayment) of the United States of America (“United States Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated (collectively “United States Obligations”).

These include, but are not necessarily limited to:
-U.S. Treasury obligations
All direct or fully guaranteed obligations
-Farmers Home Administration
Certificates of beneficial ownership
09/23/25 | Item H1 | Attachment 3

Page 69 of 355 ends

6 4921-8256-2870v5/202088-0001
-General Services Administration
Participation certificates
-U.S. Maritime Administration
Guaranteed Title XI financing
-Small Business Administration
Guaranteed participation certificates
Guaranteed pool certificates
-Government National Mortgage Association (GNMA)
GNMA-guaranteed mortgage-backed securities
GNMA-guaranteed participation certificates
-U.S. Department of Housing & Urban Development
Local authority bonds
-Washington Metropolitan Area Transit Authority
Guaranteed transit bonds
(2) Federal Housing Administration debentures.
(3) The listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal intermediate Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgages securities which are purchased at prices exceeding their principal amounts) -Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
(4) Bank deposit products, unsecured certificates of deposit (including those placed by a third party pursuant to an agreement between the City and the Trustee), trust funds, trust accounts, overnight banking deposits, interest bearing deposits, interest bearing money market accounts, time deposits, demand deposits, other deposit products, and bankers’ acceptances (having maturities of not more than 30 days) of any bank (including the Trustee and any affiliate) the shortterm obligations of which are rated “A-1” or “A-2” without regard to qualifier by S&P. (5) Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks, including the Trustee and its affiliates, which have capital and surplus of at least $5 million.
09/23/25 | Item H1 | Attachment 3

Page 70 of 355 ends

7 4921-8256-2870v5/202088-0001
(6) Commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, “A-1” or better by S&P and “Prime-1” by Moody’s. (7) Money market mutual funds rated in the highest investment category granted thereby from S&P and Moody’s (including those for which the Trustee or its affiliates receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise) but excluding such funds with a floating net asset value. (8) Repurchase agreements:

With (1) any domestic bank, or domestic branch of a foreign bank or any non-bank financial institution or primary dealer as designated by the Federal Reserve the long term debt of which is rated at least “BBB+” by S&P or Moody’s (including the Trustee or any of its affiliates); or (2) any broker-dealer with “retail customers” or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, longterm debt rated at least “BBB+” by S&P or Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (3) any other entity rated “BBB+” or better by S&P or Moody’s, provided that:
(a) The collateral shall be securities described in clause 1(a), (b) or (c) of this subsection, and the market value of the collateral is maintained at levels equal to 104% of the amount of cash transferred by the Trustee or the City to the provider of the repurchase agreement plus accrued interest with the collateral being valued weekly and marked-to-market at current market price plus accrued interest; (b) The Trustee or a third party acting solely as agent therefor or for the City (the “Holder of the Collateral”) has possession of the collateral or the collateral has been transferred to the Holder of the Collateral in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books); (c) The repurchase or reverse repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Holder of the Collateral has a first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession);
(d) The repurchase or reverse repurchase agreement shall provide that if during its term the provider’s rating by either Moody’s or S&P is withdrawn or suspended or falls below “BBB” by S&P or “Baa2” by Moody’s, as appropriate, the provider must, at the direction of Trustee, within 10 days of receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty or premium to the Trustee or the City.

Notwithstanding the above, if a repurchase agreement has a term of 270 days or less (with no evergreen provision), collateral levels need not be as specified in (a) above, so long as such collateral levels are 103% or better and the provider is rated at least “A” by S&P or Moody’s, respectively.
09/23/25 | Item H1 | Attachment 3

Page 71 of 355 ends

8 4921-8256-2870v5/202088-0001
(9) State Obligations
(a) Direct general obligations of any state of the United States or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated “A2” by Moody’s and “A” by S&P, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated. (b) Direct, general short-term obligations of any state agency or subdivision described in (a) above and rated “A-1+” by S&P and “Prime-1” by Moody’s.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (a) above and rated “AA” or better by S&P and “Aa” or better by Moody’s.
(10) Local Agency Investment Fund of the State of California. (11) Investment agreements, including guaranteed investment contracts, repurchase agreements and forward delivery agreements, that are obligations of an entity rated, or whose obligations are rated, or guaranteed by an entity which is rated or whose obligations are rated, (at the time the investment is entered into) not lower than “A-“ by S&P or Fitch, or “A3” by Moody’s. (12) Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody’s meeting the following requirements:
(a) the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions;
(b) the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations (“Verification”); (d) the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and
09/23/25 | Item H1 | Attachment 3

Page 72 of 355 ends

9 4921-8256-2870v5/202088-0001
(f) the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent.

The Trustee shall have no responsibility to monitor the ratings of Permitted Investments after the initial purchase of such Permitted Investments.
“Person” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
“Project” means the acquisition, construction and installation of certain public capital improvements to be located in various sites in the City, including the demolition of Fire Station No. 1, the reconstruction of Fire Station No. 1, the renovation of Fire Station No. 2, and the renovation of the Police Department headquarters building, and related infrastructure improvements as further described in Exhibit B to the Lease Agreement.
“Project Fund” means the fund by that name established in accordance with Section 3.05 hereof.
“Principal Fund” means the account by that name established in accordance with Section 5.02 hereof.
“Rebate Fund” means the fund by that name established in accordance with Section 5.05 hereof.
“Rebate Requirement” has the meaning ascribed thereto in the Tax Certificate. “Record Date” means the fifteenth day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.
“Redemption Fund” means the fund by that name established in accordance with Section 5.02 hereof.
“Redemption Price” means the aggregate amount of principal of and premium, if any, on the Bonds upon the redemption thereof pursuant hereto.
“Registration Books” means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.05 hereof. “Rental Payments” means, collectively, the Base Rental Payments and the Additional Rental Payments.
“Rental Period” means the period from the Closing Date through [April 30, 2026] and, thereafter, the twelve-month period commencing on May 1 of each year during the term of the Lease Agreement.
“Representation Letter” means the Letter of Representations from the Authority to DTC, or any successor securities depository for any Series of Book-Entry Bonds, in which the Authority makes certain representations with respect to issues of its securities for deposit by DTC or such successor depository.
09/23/25 | Item H1 | Attachment 3

Page 73 of 355 ends

10 4921-8256-2870v5/202088-0001
“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, its successors and assigns, except that if such entity shall no longer perform the functions of a securities rating agency for any reason, the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency selected by the Authority. “Securities Depositories” means The Depository Trust Company; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee. “Series” means the Series 2025A Bonds executed, authenticated and delivered on the Closing Date and identified pursuant to this Indenture and any Additional Bonds issued pursuant to a Supplemental Indenture and identified as a separate Series of Bonds. “Series 2025A Bonds” means the Atascadero Financing Authority Lease Revenue Bonds, Series 2025A issued hereunder.
“Supplemental Indenture” means any supplemental indenture amendatory of or supplemental to this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.
“Tax Certificate” means the Tax Certificate executed by the Authority and the City at the time of issuance of the Series 2025A Bonds relating to the requirements of Section 148 of the Code, as originally executed and as it may from time to time be amended in accordance with the provisions thereof.
“Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States, or any successor thereto as Trustee hereunder, appointed as provided herein. “Written Certificate of the Authority” and “Written Request of the Authority” mean, respectively, a written certificate or written request signed in the name of the Authority by an Authorized Authority Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. “Written Certificate of the City” and “Written Request of the City” mean, respectively, a written certificate or written request signed in the name of the City by an Authorized City Representative. Any such certificate or request may, but need, not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

Section 1.02 Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract among the Authority, the City, the Trustee and the Owners from time to time of all Bonds authorized, executed, issued and delivered hereunder and then Outstanding to secure the full and final payment of the principal of, premium, if any, and interest on all Bonds which may from time to time be authorized, executed, issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Authority or the City shall be for the equal and proportionate benefit, protection and 09/23/25 | Item H1 | Attachment 3

Page 74 of 355 ends

11 4921-8256-2870v5/202088-0001
security of all Owners of the Bonds without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.

ARTICLE II

THE BONDS
Section 2.01 Authorization of Bonds. The Authority hereby authorizes the issuance of the Bonds under and subject to the terms of this Indenture and applicable laws of the State of California for the purpose of financing and refinancing the Project. The Bonds may consist of one or more Series of Bonds of varying denominations, dates, maturities, interest rates and other provisions, subject to the provisions and conditions contained herein.

Section 2.02 Terms of Series 2025A Bonds.
(a) The Series 2025A Bonds shall be designated the “Atascadero Financing Authority Lease Revenue Bonds, Series 2025A.” Each Series of Additional Bonds shall bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Bonds.
(b) The Series 2025A Bonds shall be issued in fully registered form without coupons in Authorized Denominations, so long as no Series 2025A Bond shall have more than one maturity date. The Series 2025A Bonds shall be dated as of the Closing Date, shall be issued in the aggregate principal amount of $_________, shall mature on May 1 of each year and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rates per annum as follows:
09/23/25 | Item H1 | Attachment 3

Page 75 of 355 ends

12 4921-8256-2870v5/202088-0001
Maturity Date
(May 1)
Principal
Amount
Interest
Rate
(c) Interest on the Series 2025A Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2025A Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Series 2025A Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the dated date thereof, or (iii) interest on any Series 2025A Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest shall be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2025A Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Series 2025A Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date.
09/23/25 | Item H1 | Attachment 3

Page 76 of 355 ends

13 4921-8256-2870v5/202088-0001
(d) The principal and premium, if any, of the Series 2025A Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee.
(e) The Series 2025A Bonds shall be subject to redemption as provided in Article IV.

Section 2.03 Form of Series 2025A Bonds. The Series 2025A Bonds shall be in substantially the form set forth in Exhibit A hereto, with appropriate or necessary insertions, omissions and variations as permitted or required hereby.

Section 2.04 Transfer and Exchange of Bonds. Any Bond may, in accordance with its terms, be transferred upon the Registration Books by the Person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee.

Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds of the same Series in a like aggregate principal amount, in any Authorized Denomination. The Trustee shall require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.

The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same Series of other authorized denominations. The Trustee shall require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

The Trustee shall not be obligated to make any transfer or exchange of Bonds of a Series pursuant to this Section during the period established by the Trustee for the selection of Bonds of such Series for redemption, or with respect to any Bonds of such Series selected for redemption.

Section 2.05 Registration Books. The Trustee will keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall be open to inspection during regular business hours and upon reasonable written notice by the City; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds as hereinbefore provided.

Section 2.06 Execution of Bonds. The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of an Authorized Authority Representative attested by the manual or facsimile signature of the Secretary or any duly authorized deputy secretary of the Authority. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of such officers of the Authority who shall have signed or attested any of the Bonds shall cease to be such officers of the Authority before the Bonds so signed or attested shall have been authenticated or 09/23/25 | Item H1 | Attachment 3

Page 77 of 355 ends

14 4921-8256-2870v5/202088-0001
delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers of the Authority, and also any Bonds may be signed and attested on behalf of the Authority by such Persons as at the actual date of execution of such Bonds shall be the proper officers of the Authority although at the nominal date of such Bonds any such Person shall not have been such officer of the Authority.

Section 2.07 Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form as that set forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.08 Temporary Bonds. The Bonds of a Series may be issued in temporary form exchangeable for definitive Bonds of such Series when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds of a Series it will execute and deliver definitive Bonds of such Series as promptly thereafter as practicable, and thereupon the temporary Bonds of such Series, may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of such Series in Authorized Denominations.

Until so exchanged, the temporary Bonds of such Series shall be entitled to the same benefits under this Indenture as definitive Bonds of such Series authenticated and delivered hereunder.

Section 2.09 Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or in accordance with the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and Series in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been selected for redemption, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond of a Series issued under the provisions of this Section in lieu of any Bond of such Series alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds of such Series secured by this Indenture. 09/23/25 | Item H1 | Attachment 3

Page 78 of 355 ends

15 4921-8256-2870v5/202088-0001
Section 2.10 Book-Entry Bonds.
(a) Prior to the issuance of a Series of Bonds, the Authority may provide that such Series of Bonds shall initially be issued as Book-Entry Bonds and, in such event, the Bonds of such Series for each maturity shall be in the form of a separate single fully registered Bond (which may be typewritten). The Series 2025A Bonds shall initially be issued as Book-Entry Bonds.

Except as provided in subsection (c) of this Section, the registered Owner of all of the Book-Entry Bonds shall be Cede & Co., as nominee of DTC. Notwithstanding anything to the contrary contained in this Indenture, payment of interest with respect to any Book-Entry Bond registered as of each Record Date in the name of Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the Interest Payment Date at the address indicated on the Record Date for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter. (b) The Trustee and the Authority may treat DTC (or its nominee) as the sole and exclusive Owner of Book-Entry Bonds registered in its name for the purposes of payment of the principal, premium, if any, or interest with respect to Book-Entry Bonds, selecting Book-Entry Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, registering the transfer of Book-Entry Bonds, obtaining any consent or other action to be taken by Owners of Book-Entry Bonds and for all other purposes whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary.

Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in Book-Entry Bonds under or through DTC or any Participant, or any other person which is not shown on the Registration Books as being an Owner, with respect to the accuracy of any records maintained by DTC or any Participant, the payment by DTC or any Participant of any amount in respect of the principal, premium, if any, or interest with respect to Book-Entry Bonds, any notice which is permitted or required to be given to Owners of Book-Entry Bonds under this Indenture, the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of Book-Entry Bonds, or any consent given or other action taken by DTC as Owner of Book-Entry Bonds. The Trustee shall pay all principal, premium, if any and interest with respect to Book-Entry Bonds, only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to the principal, premium, if any, and interest with respect to the Book-Entry Bonds to the extent of the sum or sums so paid. Except under the conditions of subsection (c) of this Section, no person other than DTC shall receive an executed Book-Entry Bond for each separate stated maturity. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the term “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (c) In the event (i) DTC, including any successor as securities depository for a Series of Bonds, determines not to continue to act as securities depository for such Series of Bonds, or (ii) the Authority determines that the incumbent securities depository shall no longer so act, and delivers a written certificate to the Trustee to that effect, then the Authority will discontinue the bookentry system with the incumbent securities depository for such Series of Bonds. If the Authority determines to replace the incumbent securities depository for such Series of Bonds with another qualified securities depository, the Authority shall prepare or direct the preparation of a new single, separate fully registered Bond of such Series for the aggregate outstanding principal amount of Bonds of such Series of each maturity, registered in the name of such successor or substitute qualified securities depository, or its nominee, or make such other arrangement acceptable to the Authority, the 09/23/25 | Item H1 | Attachment 3

Page 79 of 355 ends

16 4921-8256-2870v5/202088-0001
Trustee and the successor securities depository for the Bonds of such Series as are not inconsistent with the terms of this Indenture. If the Authority fails to identify another qualified successor securities depository for such Series of Bonds to replace the incumbent securities depository, then the Bonds of such Series shall no longer be restricted to being registered in the Registration Books in the name of the incumbent securities depository or its nominee, but shall be registered in whatever name or names the incumbent securities depository for such Series of Bonds, or its nominee, shall designate. In such event the Authority shall execute, and deliver to the Trustee, a sufficient quantity of Bonds of such Series to carry out the transfers and exchanges provided in Sections 2.04, 2.08 and 2.09 hereof. All such Bonds of such Series shall be in fully registered form in Authorized Denominations. (d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Book-Entry Bond is registered in the name of DTC, or its nominee, all payments with respect to the principal, premium, if any, and interest with respect to such Book-Entry Bond and all notices with respect to such Book-Entry Bond shall be made and given, respectively, as provided in the Representation Letter.
(e) In connection with any notice or other communication to be provided to Owners of Book-Entry Bonds pursuant to this Indenture by the Authority, the City or the Trustee with respect to any consent or other action to be taken by Owners, the Authority, the City or the Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

In connection with any proposed transfer outside the Book-Entry Only system, the Authority, the City or DTC shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
Section 3.01 Issuance of Series 2025A Bonds. The Authority may, at any time, execute the Series 2025A Bonds for issuance hereunder and deliver the same to the Trustee. The Trustee shall authenticate the Series 2025A Bonds and deliver the Series 2025A Bonds to the original purchaser thereof upon receipt of a Written Request of the Authority and upon receipt of the purchase price therefor.

Section 3.02 Application of Proceeds of the Series 2025A Bonds. On the Closing Date, the net proceeds of the sale of the Series 2025A Bonds received by the Trustee in the amount of $__________ (being the purchase price for the Series 2025A Bonds), shall be deposited by the Trustee as follows:
(a) The Trustee shall deposit the amount of $__________ in the Costs of Issuance Fund.
(b) The Trustee shall deposit the amount of $__________ in the Project Fund to be applied as provided in Section 3.05 hereof.
09/23/25 | Item H1 | Attachment 3

Page 80 of 355 ends

17 4921-8256-2870v5/202088-0001
The Trustee may establish one or more temporary accounts from time to time to facilitate the application of proceeds of the Bonds.

Section 3.03 [Reserved].

Section 3.04 Costs of Issuance Fund. The Trustee shall establish and maintain a separate fund designated the “Costs of Issuance Fund.” On the Closing Date, there shall be deposited in the Costs of Issuance Fund the amount specified in Section 3.02 hereof. There shall be additionally deposited in the Cost of Issuance Fund the portion, if any, of the proceeds of the sale of any Additional Bonds required to be deposited therein under the Supplemental Indenture pursuant to which such Additional Bonds are issued.

The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Authority stating (a) the Person to whom payment is to be made, (b) the amount to be paid, (c) the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior disbursement from the Costs of Issuance Fund, in each case together with a statement or invoice for each amount requested thereunder.

Each such Written Request of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. One hundred eighty (180) days following the Closing Date, or earlier upon the Written Request of the Authority, all amounts, if any, remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Fund.

Section 3.05 Project Fund.

The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Project Fund.” The moneys in the Project Fund or the accounts therein shall be disbursed by the Trustee on behalf of the City as specified in a Written Request of the City in the form attached hereto as Exhibit B. Each Written Request of the City shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. The Trustee shall be under no duty or obligation to analyze or verify any documentation supporting the payments or reimbursements in such Written Request but shall hold and provide to Owners upon request such documentation supporting the payments or reimbursements requested by the City, solely as a repository for the benefit of Owners. On the date on which the City determines that amounts in the Project Fund are no longer necessary for payment of the cost of the Project, the City shall submit a Written Request to the Trustee to transfer any remaining balance in the Project Fund not needed for Project Fund purposes, at the City’s sole discretion, to the City for use on eligible capital facilities, and the Project Fund shall be closed. Investment earnings on amounts on deposit in the Project Fund shall remain on deposit in the Project Fund for application in accordance with this Section.

Section 3.06 Conditions for the Issuance of Additional Bonds. The Authority may at any time issue one or more Series of Additional Bonds (in addition to the Series 2025A Bonds) payable from Base Rental Payments as provided herein on a parity with all other Bonds theretofore issued hereunder, but only subject to the following conditions, which are hereby made conditions precedent to the issuance of such Additional Bonds:
09/23/25 | Item H1 | Attachment 3

Page 81 of 355 ends

18 4921-8256-2870v5/202088-0001
(a) The issuance of such Additional Bonds shall have been authorized under and pursuant hereto and shall have been provided for by a Supplemental Indenture which shall specify the following:
(i) The application of the proceeds of the sale of such Additional Bonds; (ii) The principal amount and designation of such Series of Additional Bonds and the denomination or denominations of the Additional Bonds; (iii) The date, the maturity date or dates, the interest payment dates and the dates on which mandatory sinking fund redemptions, if any, are to be made for such Additional Bonds; provided, however, that (i) the serial Bonds of such Series of Additional Bonds shall be payable as to principal annually on May 1 of each year in which principal falls due, and the term Bonds of such Series of Additional Bonds shall have annual mandatory sinking fund redemptions on May 1, (ii) the Additional Bonds shall be payable as to interest semiannually on May 1 and November 1 of each year, except that the first installment of interest may be payable on either May 1 or November 1 and shall be for a period of not longer than twelve months and the interest shall be payable thereafter semiannually on May 1 and November 1, (iii) all Additional Bonds of a Series of like maturity shall be identical in all respects, except as to number or denomination, and (iv) serial maturities of serial Bonds or mandatory sinking fund redemptions for term Bonds, or any combination thereof, shall be established to provide for the redemption or payment of such Additional Bonds on or before their respective maturity dates;
(iv) The redemption premiums and terms, if any, for such Additional Bonds;
(v) The form of such Additional Bonds; and
(vi) If a reserve fund is to be established and maintained for such Series of Additional Bonds, the applicable reserve requirement and the amount, if any, to be deposited from the proceeds of sale of such Additional Bonds in such reserve fund to be held as separate security for such Series of Additional Bonds;
(vii) Designate accounts in the Interest Fund, the Principal Fund, the Redemption Fund, the Rebate Fund and the reserve fund (if any) to be applicable to such Additional Bonds; and
(viii) Such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof, including the establishment of a capitalized interest fund for the Additional Bonds, if appropriate;
(b) The Authority shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it;
(c) The City shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it; and
09/23/25 | Item H1 | Attachment 3

Page 82 of 355 ends

19 4921-8256-2870v5/202088-0001
(d) The Ground Lease shall have been amended, to the extent necessary, and the Lease Agreement shall have been amended so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the timely payment of the principal of and interest on such Additional Bonds; provided, however, that no such amendment shall be made such that the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of such amendment, plus Additional Rental Payments, in any Rental Period shall be in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City).

Nothing contained herein shall limit the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding.

Section 3.07 Procedure for the Issuance of Additional Bonds. At any time after the sale of any Additional Bonds in accordance with the Act, such Additional Bonds shall be executed by the Authority for issuance hereunder and shall be delivered to the Trustee and thereupon shall be authenticated and delivered by the Trustee, but only upon receipt by the Trustee of the following:
(a) Certified copies of the Supplemental Indenture authorizing the issuance of such Additional Bonds, the amendment to the Lease Agreement required by Section 3.06 hereof and the amendment to the Ground Lease, if any, required by Section 3.06 hereof, together with satisfactory evidence that such amendment to the Lease Agreement and such amendment to the Ground Lease, if any, have been (or will be immediately upon issuance of such Additional Bonds) duly recorded in the Official Records of the San Luis Obispo County, California Recorder’s office; (b) A Written Request of the Authority as to the delivery of such Additional Bonds; (c) An opinion of Bond Counsel substantially to the effect that (i) the Indenture (including all Supplemental Indentures), the Lease Agreement (including the amendment thereto required by Section 3.06 hereof) and the Ground Lease (including any amendment thereto required by Section 3.06 hereof) have been duly authorized, executed and delivered by, and constitute the valid and binding obligations of, the Authority and the City, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California), (ii) such Additional Bonds constitute valid and binding special obligations of the Authority payable solely from Base Rental Payments as provided herein and are enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights and by the application of equitable principles and by the exercise of judicial discretion in appropriate cases and subject to the limitations on legal remedies against political subdivisions in the State of California), and (iii) the issuance of such Additional Bonds, in and of itself, will not adversely affect the exclusion of interest on any tax-exempt Bonds Outstanding prior to the issuance of such Additional Bonds from gross income for federal income tax purposes; (d) a Written Certificate of the Authority that the requirements of Section 3.06 hereof have been met;
09/23/25 | Item H1 | Attachment 3

Page 83 of 355 ends

20 4921-8256-2870v5/202088-0001
(e) a Written Certificate of the City that the requirements of Section 3.06 hereof and Sections 6.01 and 6.02 of the Lease Agreement have been met, and a Written Certificate of the City directing the application of the proceeds of such Additional Bonds; and (f) Such further documents as are required by the provisions hereof or by the provisions of the Supplemental Indenture authorizing the issuance of such Additional Bonds.

Section 3.08 Additional Bonds. So long as any of the Bonds remain Outstanding, the Authority shall not issue any Additional Bonds or obligations payable from the Base Rental Payments, except pursuant to Sections 3.06 and 3.07 hereof.

ARTICLE IV

REDEMPTION OF BONDS
Section 4.01 Redemption of Series 2025A Bonds.
(a) Extraordinary Redemption. The Series 2025A Bonds shall be subject to extraordinary redemption, in whole or in part, on any date, in Authorized Denominations, from and to the extent of any Net Insurance Proceeds received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to Sections 5.03 and 5.04 hereof, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. (b) Optional Redemption. The Series 2025A Bonds maturing on or after May 1, 20____, shall be subject to optional redemption, in whole or in part, on any date on or after May 1, 20____, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to subsection (a) of Section 8.02 of the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2025A Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(c) Sinking Fund Redemption. The Series 2025A Bonds maturing on May 1, 20____ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20____, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:

Sinking Fund Redemption Date
(May 1)
Principal Amount
To Be Redeemed
(maturity)
The Series 2025A Bonds maturing on May 1, 20____ are subject to mandatory sinking fund redemption in part (by lot) on each May 1 on and after May 1, 20____, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule:
09/23/25 | Item H1 | Attachment 3

Page 84 of 355 ends

21 4921-8256-2870v5/202088-0001
Sinking Fund Redemption Date
(May 1)
Principal Amount
To Be Redeemed
(maturity)
In the event of a partial redemption pursuant to Section 4.01(a) or (b), the City shall provide the Trustee with a revised mandatory sinking fund schedule giving effect to the redemption so completed.

Section 4.02 Notice of Redemption. The Authority shall provide the Trustee with written notice of redemption pursuant to Section 4.01(a) or (b) at least thirty (30) days prior to the date set for the redemption of Bonds, or such shorter period as may be consented to by the Trustee, such notice being for the convenience of the Trustee. Unless otherwise provided in a Supplemental Indenture, notice of redemption shall be given by the Trustee, not less than 20 nor more than 60 days prior to the redemption date (i) as to Bonds not registered in the name of a Securities Depository or its nominee, to the respective Owners of the Bonds designated for redemption at their addresses appearing on the Registration Books, (ii) as to Bonds registered in the name of a Securities Depository or its nominee, to such Securities Depository for such Bonds, and (iii) the Information Services. Notice of redemption to the Owners pursuant to (i) above shall be given by mail at their addresses appearing on the Registration Books, or any other method agreed upon by such Owner and the Trustee. Notice of redemption to the Securities Depositories pursuant to (ii) above and the Information Services pursuant to (iii) above shall be given by electronically secure means, or any other method agreed upon by such entities and the Trustee. Such notice shall state the date of the notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Office of the Trustee for redemption at the Redemption Price, giving notice also that further interest on such Bonds will not accrue from and after the date fixed for redemption. Such notice of redemption may also state that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds. Neither the failure to receive any notice so mailed, nor any defect in such notice, shall affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption.

With respect to any notice of optional redemption of the Bonds, such notice may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of, premium if any, and interest on the Bonds to be redeemed and upon other conditions set forth therein and that, if such money shall not have been so received or such other conditions shall not have been satisfied, said notice shall be of no force and effect and the Trustee shall not be required to redeem such Bonds. If sufficient moneys for redemption shall not have been received or any condition stated in the redemption notice for an optional redemption shall not have been satisfied on or prior to the redemption date: (i) the redemption notice shall be of no force and effect, (ii) the Authority shall not be required to redeem such Bonds, (iii) the redemption shall not be made, and (iv) the Trustee shall within a reasonable time thereafter give notice to the persons in the manner in which the conditional redemption notice was given that such condition or conditions were not met and that the redemption was canceled. 09/23/25 | Item H1 | Attachment 3

Page 85 of 355 ends

22 4921-8256-2870v5/202088-0001
The Trustee shall not have any liability to any party in connection with any failure to timely file such notice of redemption with the Information Service and the sole remedy available shall be an action by the Owners of the Bonds in mandamus for specific performance or similar remedy to compel performance.

Section 4.03 Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed from all Bonds not previously called for redemption with respect to any redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written Request of the Authority, and pro rata among Bonds of the same Series with the same maturity. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds which may be separately redeemed.

Section 4.04 Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same Series in authorized denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered.

Section 4.05 Effect of Notice of Redemption. Notice having been mailed as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.

If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been mailed as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon.

All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions hereof shall be canceled upon surrender thereof and destroyed.

ARTICLE V
SECURITY FOR BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01 Pledge; Special Obligations. Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption Fund are hereby pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of this Indenture and the Act. Said pledge shall constitute a first lien on such assets. This pledge shall secure the payment of such Bonds and shall be effective, binding, and enforceable against the Authority, its successors, creditors and all others irrespective of whether those parties have notice of the pledge or grant and without the need of any physical delivery, 09/23/25 | Item H1 | Attachment 3

Page 86 of 355 ends

23 4921-8256-2870v5/202088-0001
recordation, filing, or further act. The pledge and grant is an agreement between the Authority and the Owners of Bonds to provide security for the Bonds in addition to any statutory lien that may exist.

All obligations of the Authority under this Indenture shall be special obligations of the Authority, payable solely from Rental Payments and the other assets pledged therefor hereunder; provided, however, that all obligations of the Authority under the Bonds shall be special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor hereunder. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Bonds.

Section 5.02 Flow of Funds.
(a) The Trustee shall establish and maintain separate funds designated the “Base Rental Payment Fund,” the “Interest Fund,” the “Principal Fund” and the “Redemption Fund.” If Additional Bonds are issued, the Trustee shall establish subaccounts within each fund for each Series of Additional Bonds.

All Base Rental Payments shall be paid directly by the City to the Trustee, and if received by the Authority at any time shall be transferred by the Authority to the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee shall be deposited by the Trustee in the Base Rental Payment Fund. (b) The Trustee shall transfer the amounts on deposit in the Base Rental Payment Fund, at the times and in the manner hereinafter provided, to the following respective funds in the following order of priority:
(1) Interest Fund. On the Business Day immediately preceding each Interest Payment Date, the Trustee shall transfer from the Base Rental Payment Fund to the Interest Fund the amount, if any, necessary to cause the amount on deposit in the Interest Fund to be equal to the interest due on the Bonds on such Interest Payment Date. Moneys in the Interest Fund shall be used by the Trustee to pay interest due on the Bonds on each Interest Payment Date.
(2) Principal Fund. On the Business Day immediately preceding each May 1, commencing May 1, 20[26], the Trustee shall transfer from the Base Rental Payment Fund to the Principal Fund the amount, if any, necessary to cause the amount on deposit in the Principal Fund to be equal to the principal amount of the Bonds due on such May 1 either as a result of the maturity thereof or mandatory sinking fund redemption payments required to be made with respect thereto. Moneys in the Principal Fund shall be used by the Trustee for the purpose of paying the principal of the Bonds when due and payable at their maturity dates or upon earlier mandatory sinking fund redemption.
(3) Redemption Fund. The Trustee, on the redemption date specified in the Written Request of the City filed with the Trustee at the time that any prepaid Base Rental Payment is paid to the Trustee pursuant to the Lease Agreement, shall deposit in the Redemption Fund that amount of moneys representing the portion of the Base Rental Payments designated as prepaid Base Rental Payments. Additionally, the Trustee shall deposit in the Redemption Fund any amounts required to be deposited therein pursuant to Section 5.03 or Section 5.04 hereof. Moneys in the Redemption Fund shall be used by the Trustee for the 09/23/25 | Item H1 | Attachment 3

Page 87 of 355 ends

24 4921-8256-2870v5/202088-0001
purpose of paying the principal of and interest and premium, if any, on Series 2025A Bonds redeemed pursuant to the provisions of subsections (a) and (b) of Section 4.01 hereof and Additional Bonds redeemed pursuant to the corresponding provisions of the Supplemental Indenture pursuant to which such Additional Bonds are issued.

Section 5.03 Application of Net Insurance Proceeds. If the Property or any portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the Property or the affected portion thereof in accordance with the provisions hereof.

The Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), including the proceeds of any self-insurance, received on account of any damage or destruction of the Property or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special account and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon receipt of a Written Request of the City, together with invoices therefor. Pending such application, such proceeds may be invested by the Trustee as directed by the City in Permitted Investments that mature not later than such times moneys are expected to be needed to pay such costs of repair or replacement.

Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of the event of damage or destruction, notify the Trustee in writing as to whether the City intends to replace or repair the Property or the portions of the Property which were damaged or destroyed. If the City does intend to replace or repair the Property or portions thereof, the City shall deposit with the Trustee the full amount of any insurance deductible to be credited to the special account.

In the event of any damage to or destruction of the Property caused by one of the perils covered by the insurance required by Section 6.01(c) of the Lease Agreement which would result in an abatement of rental payments or any portion thereof pursuant to Section 3.06 thereof, then the City shall apply the Net Insurance Proceeds (other than Net Insurance Proceeds of rental interruption insurance), together with other legally available funds that the City elects to contribute, to the repair, reconstruction or replacement of the damaged or destroyed portions of the Property; provided, however, that the City shall not be required to repair or replace any portion of the Property pursuant to this Section 5.03 if such Net Insurance Proceeds, together with any other amounts held under this Indenture and any other legally available funds made available by the City at its election, are sufficient to prepay (i) all of the Outstanding Bonds, or (ii) a portion of the Outstanding Bonds such that the resulting Base Rental Payments under Section 4.01(a) in any Rental Period following such partial prepayment are sufficient to pay in such Rental Period the principal of and interest on all Bonds to remain Outstanding immediately after such partial redemption. If the City is not required to replace or repair the Property, or the affected portion thereof, or to use such amounts to redeem Bonds, in each case as set forth in this Section 5.03, then such proceeds (and rental interruption insurance proceeds not applied pursuant to the next paragraph) shall, if there is first delivered to the Trustee a Written Certificate of the City to the effect that the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any subsequent Rental Period and the fair replacement value of the Property after such damage or destruction is at least equal to the principal amount of the Outstanding Bonds, be paid to the City to be used for any lawful purpose. 09/23/25 | Item H1 | Attachment 3

Page 88 of 355 ends

25 4921-8256-2870v5/202088-0001
Proceeds of rental interruption insurance shall be deposited to the Base Rental Payment Fund and applied to the payment of Base Rental Payments to the extent of any abatement thereof pursuant to the Lease Agreement, and otherwise as directed by the City.

The proceeds of any award in eminent domain received in respect to the Property shall be deposited by the Trustee in the Redemption Fund and applied to the redemption of Bonds pursuant to subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.

Section 5.04 Title Insurance. Proceeds of any policy of title insurance received by the Trustee in respect of the Property shall be applied and disbursed by the Trustee as follows:
(a) if the City determines that the title defect giving rise to such proceeds has not substantially interfered with its use and occupancy of the Property and will not result in an abatement of Rental Payments payable by the City under the Lease Agreement, such proceeds shall be remitted to the City and used for any lawful purpose thereof; or (b) if the City determines that the title defect giving rise to such proceeds has substantially interfered with its use and occupancy of the Property and will result in an abatement of Rental Payments payable by the City under the Lease Agreement, then the Trustee shall immediately deposit such proceeds in the Redemption Fund and such proceeds shall be applied to the redemption of Bonds in the manner provided in subsection (a) of Section 4.01 hereof and the corresponding provisions of any Supplemental Indenture pursuant to which Additional Bonds are issued.

Section 5.05 Rebate Fund.
(a) Establishment. The Trustee shall establish a fund for the Bonds designated the “Rebate Fund” when required in accordance herewith. Absent an Opinion of Counsel that the exclusion from gross income for federal income tax purposes of interest on the Series 2025A Bonds will not be adversely affected, the Authority shall cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section and the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for payment to the United States Treasury. All amounts on deposit in the Rebate Fund for the Series 2025A Bonds shall be governed by this Section and the Tax Certificate, unless and to the extent that the Authority delivers to the Trustee an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Bonds will not be adversely affected if such requirements are not satisfied. Notwithstanding anything to the contrary contained herein or in the Tax Certificate, the Trustee: (1) shall be deemed conclusively to have complied with the provisions thereof if it follows all Written Requests of the Authority or Written Requests of the City; (2) shall have no liability or responsibility to enforce compliance by the Authority or the City with the terms of the Tax Certificate and shall not be deemed to have knowledge of the terms thereof; (3) may rely conclusively on the Authority’s or the City’s calculations and determinations and certifications relating to rebate matters; and (4) shall have no responsibility to independently make any calculations or determinations or to review the Authority’s or the City’s calculations or determinations thereunder. (i) Annual Computation. Within 55 days of the end of each fifth Bond Year (as such term is defined in the Tax Certificate), the Authority shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Treasury Regulations (taking into account any applicable 09/23/25 | Item H1 | Attachment 3

Page 89 of 355 ends

26 4921-8256-2870v5/202088-0001
exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exceptions of Section 148(f)(4)(B) and the construction expenditures exception of Section 148(f)(4)(C) of the Code), and taking into account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the “1½% Penalty”) has been made), for this purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section 1.148-1(b) of the Treasury Regulations (the “Rebatable Arbitrage”). The Authority shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section.
(ii) Annual Transfer. Within 55 days of the end of each fifth Bond Year, upon the Written Request of the Authority or Written Request of the City, an amount shall be deposited to the Rebate Fund by the Trustee from any Rental Payments legally available for such purpose (as specified by the Authority or the City in the aforesaid Written Request), if and to the extent required, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with clause (i) of this subsection (a). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, upon Written Request of the Authority or Written Request of the City, the Trustee shall withdraw the excess from the Rebate Fund and then credit the excess to the Base Rental Payment Fund.
(iii) Payment to the Treasury. The Trustee shall pay, as directed by Written Request of the Authority, to the United States Treasury, out of amounts in the Rebate Fund:
(A) Not later than 60 days after the end of: (X) the fifth Bond Year; and (Y) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year; and (B) Not later than 60 days after the payment of all of the Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code and Section 1.148-3 of the Treasury Regulations.

In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the Authority shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source equal to such deficiency prior to the time such payment is due. Each payment required to be made pursuant to this subsection (a) shall be made to the Internal Revenue Service Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T (prepared by the Authority), or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Series 2025A Bonds and the payments described in subsection (a) above being made may be withdrawn by the Authority and utilized in any manner by the Authority. 09/23/25 | Item H1 | Attachment 3

Page 90 of 355 ends

27 4921-8256-2870v5/202088-0001
(c) Survival of Defeasance. Notwithstanding anything in this Section to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance or payment in full of the Series 2025A Bonds.

Section 5.06 Investment of Moneys. Except as otherwise provided herein, all moneys in any of the funds or accounts established pursuant to this Indenture and held by the Trustee shall be invested by the Trustee solely in Permitted Investments, as directed in writing by the Authority. The Trustee may conclusively rely upon the Authority’s written instructions as to both suitability and legality of Permitted Investments. Moneys in all funds and accounts held by the Trustee shall be invested in Permitted Investments maturing not later than the date on which it is estimated that such moneys will be required for the purposes specified in this Indenture. Absent timely written direction from the Authority, the Trustee shall hold any funds held by it uninvested.

Subject to the provisions of Section 5.06 hereof, all interest, profits and other income received from the investment of moneys in any fund or account established pursuant to this Indenture shall be retained in such fund or account.

Permitted Investments acquired as an investment of moneys in any fund established under this Indenture shall be credited to such fund. For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued by the Trustee at the fair market value thereof, such valuation to be performed not less frequently than semiannually on or before each April 15 and October 15. In determining fair market value, the Trustee may use and rely conclusively on any generally recognized securities pricing service available to it (including brokers and dealers in securities).

The Trustee may act as principal or agent in the making or disposing of any investment. Upon the Written Request of the Authority, the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investments is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or failure of the Authority to provide timely written investment direction. Ratings of permitted investments shall be determined at the time of purchase of such permitted investments and without regard to ratings subcategories. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder.

The Trustee may make any investments hereunder through the bond or investment department or trust investment department of the entity acting as Trustee hereunder, or those of such entity’s parent or any affiliate, and such entity, or its parent or affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services.

The entity acting as Trustee hereunder, or any of its affiliates, may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder and such entity, or its affiliate, as applicable, shall be entitled to its normal, customary and reasonable compensation for such services, including account maintenance fees.

The Authority and the City acknowledge that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority and the City the right to receive 09/23/25 | Item H1 | Attachment 3

Page 91 of 355 ends

28 4921-8256-2870v5/202088-0001
brokerage confirmations of security transactions as they occur, at no additional cost, the Authority and the City specifically waive receipt of such confirmations to the extent permitted by law.

ARTICLE VI

COVENANTS
Section 6.01 Compliance with Agreements. The Trustee will not authenticate or deliver any Bonds in any manner other than in accordance with the provisions hereof, and the Authority and the City will not suffer or permit any default by them to occur hereunder, but will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms hereof required to be complied with, kept, observed and performed by them.

Section 6.02 Compliance with Ground Lease and Lease Agreement. The Authority and the City will faithfully comply with, keep, observe and perform all the agreements, conditions, covenants and terms contained in the Ground Lease and the Lease Agreement required to be complied with, kept, observed and performed by them and, together with the Trustee, will enforce the Ground Lease and the Lease Agreement against the other party thereto in accordance with their respective terms.

Section 6.03 Observance of Laws and Regulations. The Authority, the City and the Trustee will faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on them by contract, or prescribed by any law of the United States of America or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by them, including their right to exist and carry on their respective businesses, to the end that such franchises, rights and privileges shall be maintained and preserved and shall not become abandoned, forfeited or in any manner impaired.

Section 6.04 Other Liens. The City will keep the Property and all parts thereof free from judgments and materialmen’s and mechanics’ liens and free from all claims, demands, encumbrances and other liens of whatever nature or character, and free from any claim or liability which materially impairs the City in conducting its business or utilizing the Property, and the Trustee at its option (after first giving the City ten days’ written notice to comply therewith and failure of the City to so comply within such ten-day period) may, but is in no event obligated to, defend against any and all actions or proceedings, or may pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against any such actions or proceedings or in paying or compromising any such claims or demands, the Trustee shall not in any event be deemed to have waived or released the City from liability for or on account of any of its agreements and covenants contained herein, or from its liability hereunder and to perform such agreements and covenants.

So long as any Bonds are Outstanding, none of the Trustee, the Authority or the City shall create or suffer to be created any pledge of or lien the amounts on deposit in any of the funds or accounts created hereunder, other than the pledge and lien hereof.

The Authority, the City and the Trustee shall not encumber the Property other than in accordance with the Ground Lease, the Lease Agreement, the Indenture and the Assignment Agreement.
09/23/25 | Item H1 | Attachment 3

Page 92 of 355 ends

29 4921-8256-2870v5/202088-0001
Section 6.05 Prosecution and Defense of Suits. The City will promptly, upon request of the Trustee (which request the Trustee is not required to make), take such action from time to time as may be necessary or proper to remedy or cure any cloud upon or defect in the title to the Property or any part thereof, whether now existing or hereafter developing, will prosecute all actions, suits or other proceedings as may be appropriate for such purpose and will indemnify and save the Trustee harmless from all cost, damage, expense or loss, including attorneys’ fees and expenses, which it or the Owners may incur by reason of any such cloud, defect, action, suit or other proceeding.

Section 6.06 Accounting Records and Statements. The Trustee will keep proper accounting records in which complete and correct entries shall be made of all transactions relating to the receipt, deposit and disbursement of the Base Rental Payments, and such accounting records shall be available for inspection by the Authority and the City at reasonable hours and under reasonable conditions, including, without limitation, reasonable prior written notice of inspection.

Section 6.07 Recordation and Filing. The City will record, or cause to be recorded, with the appropriate county recorder, the Lease Agreement, the Ground Lease and the Assignment Agreement, or memoranda thereof.

Section 6.08 Tax Covenants. Notwithstanding any other provision of the Indenture, absent an Opinion of Counsel that the exclusion from gross income of the interest on the Series 2025A Bonds will not be adversely affected for federal income tax purposes, the City and the Authority covenant to comply with all applicable requirements of the Code necessary to preserve such exclusion from gross income with respect to the Series 2025A Bonds and specifically covenant, without limiting the generality of the foregoing, as follows:
(a) Private Activity. The City and the Authority will not take any action or refrain from taking any action or make any use of the proceeds of the Series 2025A Bonds or of any other moneys or property which would cause the Series 2025A Bonds to be “private activity bonds” within the meaning of Section 141 of the Code;
(b) Arbitrage. The City and the Authority will make no use of the proceeds of the Series 2025A Bonds or of any other amounts or property, regardless of the source, and will not take any action or refrain from taking any action which would cause the Series 2025A Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code; (c) Federal Guarantee. The City and the Authority will make no use of the proceeds of the Series 2025A Bonds and will not take or omit to take any action that would cause the Series 2025A Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code; (d) Information Reporting. The City and the Authority will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code necessary to preserve the exclusion of interest on the Series 2025A Bonds pursuant to Section 103(a) of the Code;
(e) Hedge Bonds. The City and the Authority will make no use of the proceeds of the Series 2025A Bonds or any other amounts or property, regardless of the source, and will not take any action or refrain from taking any action that would cause the Series 2025A Bonds to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the City and the Authority take all necessary action to assure compliance with the requirements of Section 149(g) of the Code to 09/23/25 | Item H1 | Attachment 3

Page 93 of 355 ends

30 4921-8256-2870v5/202088-0001
maintain the exclusion from gross income of interest on the Series 2025A Bonds for federal income tax purposes; and
(f) Miscellaneous. The City and the Authority will not take any action or refrain from taking any action inconsistent with its expectations stated in the Tax Certificate and will comply with the covenants and requirements stated therein and incorporated by reference herein.

This Section and the covenants set forth herein shall not be applicable to, and nothing contained herein shall be deemed to prevent the City and the Authority from causing the Trustee to issue revenue bonds or to execute and deliver contracts payable on a parity with the Series 2025A Bonds, the interest with respect to which has been determined by an Opinion of Counsel to be subject to federal income taxation.

Section 6.09 Continuing Disclosure. The City will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not constitute an event of default hereunder; provided, however, that the Trustee may (and, at the written direction of any Participating Underwriter or the holders of at least 25% of the aggregate principal amount of Outstanding Bonds, and upon being indemnified to its reasonable satisfaction therefor, shall) or any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 6.10 Further Assurances. Whenever and so often as requested to do so by the Trustee, the Authority and the City will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee all advantages, benefits, interests, powers, privileges and rights conferred or intended to be conferred upon it hereby or by the Assignment Agreement, the Ground Lease or the Lease Agreement.

ARTICLE VII

DEFAULT AND LIMITATIONS OF LIABILITY
Section 7.01 Action on Default. If an event of default (as described in Article VII of the Lease Agreement) shall happen, then such event of default shall constitute an event of default hereunder. The Trustee, as assignee of the Authority, shall give notice to the City of an event of default under the Lease Agreement. In each and every case during the continuance of an event of default, the Trustee may, upon notice in writing to the City and the Authority, exercise any of the remedies granted to the Authority under the Lease Agreement and, in addition, take whatever action at law or in equity may appear necessary or desirable to enforce its rights as assignee pursuant to the Assignment Agreement or to protect and enforce any of the rights vested in the Trustee or the Owners by this Indenture or by the Bonds, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement or for the enforcement of any other legal or equitable right, including any one or more of the remedies set forth in Section 7.02 hereof. 09/23/25 | Item H1 | Attachment 3

Page 94 of 355 ends

31 4921-8256-2870v5/202088-0001
Section 7.02 Other Remedies of the Trustee. Subject to the provisions of Section 7.01 hereof, the Trustee shall have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the Authority or the City or any member, director, officer or employee thereof, and to compel the Authority or the City or any such member, director, officer or employee to perform or carry out its or his or her duties under law and the agreements and covenants required to be performed by it or him or her contained herein;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or
(c) by suit in equity upon the happening of any event of default hereunder to require the Authority and the City to account as the trustee of an express trust.

Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Trustee to vote in respect of the claim of any Owner in any such proceeding without the approval of the Owners so affected.

Section 7.03 Non-Waiver. A waiver of any default or breach of duty or contract by the Trustee shall not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this Article may be enforced and exercised from time to time and as often the Trustee shall deem expedient.

If any action, proceeding or suit to enforce any right or to exercise any remedy is abandoned or determined adversely to the Trustee or any Owner, then subject to any adverse determination, the Trustee, such Owner, the Authority and the City shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken.

Section 7.04 Remedies Not Exclusive. Subject to the provisions of Section 7.01 hereof, no remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by any law. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 7.05 No Liability by the Authority to the Owners. Except as expressly provided herein, the Authority shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the City of the other agreements and covenants required to be performed by it contained in the Lease Agreement or herein, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.
09/23/25 | Item H1 | Attachment 3

Page 95 of 355 ends

32 4921-8256-2870v5/202088-0001
Section 7.06 No Liability by the City to the Owners. Except for the payment when due of the Base Rental Payments and the performance of the other agreements and covenants required to be performed by it contained in the Lease Agreement, the Ground Lease or herein, the City shall not have any obligation or liability to the Owners with respect to this Indenture or the preparation, execution, delivery or transfer of the Bonds or the disbursement of the Base Rental Payments by the Trustee to the Owners, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained herein.

Section 7.07 No Liability of the Trustee to the Owners. Except as expressly provided herein, the Trustee shall not have any obligation or liability to the Owners with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the Authority or the City of the other agreements and covenants required to be performed by them contained in the Lease Agreement, the Ground Lease or herein.

Section 7.08 Application of Amounts After Default. All payments received by the Trustee with respect to the rental of the Property after a default by the City pursuant to Article VII of the Lease Agreement (including, without limitation, any proceeds received in connection with the sale, assignment or sublease of the Authority’s right, title and interest in the Ground Lease), and all damages or other payments received by the Trustee for the enforcement of any rights and powers of the Trustee under Article VII of the Lease Agreement, shall be deposited into the Base Rental Payment Fund and as soon as practicable thereafter applied, together with all other funds held hereunder (except funds in the Rebate Fund):
(a) to the payment of all amounts due the Trustee under Article VIII hereof; (b) to the payment of all amounts then due for interest on the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of interest on such Bonds due and payable; and
(c) to the payment of all amounts then due for principal of the Bonds, in respect of which, or for the benefit of which, money has been collected (other than Bonds which have become payable prior to such event of default and money for the payment of which is held by the Trustee), ratably without preference or priority of any kind, according to the amounts of principal of such Bonds due and payable.

Section 7.09 Trustee May Enforce Claims Without Possession of Bonds. All rights of action and claims under this Indenture or the Bonds may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Owners in respect of which such judgment has been recovered.

Section 7.10 Limitation on Suits. No Owner of any Bond shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or Trustee, or for any other remedy hereunder, unless (a) such Owner shall have previously given written notice to the Trustee of a continuing event of default, (b) the Owners of not less than 09/23/25 | Item H1 | Attachment 3

Page 96 of 355 ends

33 4921-8256-2870v5/202088-0001
25% of the aggregate principal amount of Bonds then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such event of default in its own name as Trustee hereunder, (c) such Owner or Owners shall have afforded to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such proceedings, and (e) no direction inconsistent with such written request shall have been given to the Trustee during such 60 day period by the Owners of a majority of the aggregate principal amount of Bonds then Outstanding; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Owner, or to obtain or seek to obtain priority or preference over any other Owner or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners.

ARTICLE VIII

THE TRUSTEE
Section 8.01 Employment of the Trustee. The Authority hereby appoints and employs the Trustee to receive, deposit and disburse the Base Rental Payments, to authenticate, deliver and transfer the Bonds and to perform the other functions contained herein, all in the manner provided herein and subject to the conditions and terms hereof. By executing and delivering this Indenture, the Trustee accepts the appointment and employment hereinabove referred to and accepts the rights and obligations of the Trustee provided herein, subject to the conditions and terms hereof. Other than when an event of default has occurred and is continuing, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. In case an event of default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The Trustee hereby covenants and agrees that it will not encumber the Property other than in accordance with this Indenture or the Assignment Agreement.

Section 8.02 Duties, Removal and Resignation of the Trustee. The Authority shall remove the Trustee initially a party hereto and any successor thereto if at any time (a) requested to do so by an instrument or concurrent instruments in writing signed by the Owners of a majority of the aggregate principal amount of Bonds at the time Outstanding (or their attorneys duly authorized in writing), or (b) the Trustee shall cease to be eligible in accordance with the following sentence, and shall appoint a successor Trustee. The Trustee and any successor Trustee shall be: (i) a national banking association in good standing authorized to exercise trust powers or having the powers of a trust company and duly authorized to exercise trust powers within the State having a combined capital and surplus of at least $250,000,000, and subject to supervision or examination by federal or state authority, or (ii) a state-chartered commercial bank that is a member of the Federal Reserve System having at least $1,000,000,000 of assets. No removal, resignation or termination of the Trustee shall take effect until a successor, meeting the requirements above, shall be qualified and appointed. If such entity publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 09/23/25 | Item H1 | Attachment 3

Page 97 of 355 ends

34 4921-8256-2870v5/202088-0001
The Authority shall provide 30 days written notice to the Trustee of the removal of the Trustee and the removal of the Trustee by the Authority shall be subject to such party not being in default under the transaction documents.

The Trustee may at any time resign by giving written notice of such resignation to the Authority and` the City and by giving notice, by first class mail, postage prepaid, of such resignation to the Owners at their addresses appearing on the Registration Books. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event the Authority does not appoint a successor Trustee within 30 days following receipt of such notice of resignation, the resigning Trustee may, at the expense of the Authority, petition the appropriate court having jurisdiction to appoint a successor Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee.

Any corporation, association or agency into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, provided that such entity meets the combined capital and surplus requirements of this Section, ipso facto, shall be and become successor trustee under this Indenture and vested with all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 8.03 Compensation of the Trustee. The City shall from time to time, subject to any written agreement then in effect with the Trustee, pay the Trustee reasonable compensation for all its services rendered hereunder and reimburse the Trustee for all its reasonable advances and expenditures (which shall not include “overhead expenses” except as such expenses are included as a component of the Trustee’s stated annual fees) hereunder, including but not limited to advances to and reasonable fees and reasonable expenses of accountants, agents, appraisers, consultants or other experts, and counsel not directly employed by the Trustee but an attorney or firm of attorneys retained by the Trustee, employed by it in the exercise and performance of its rights and obligations hereunder.

The Trustee may take whatever legal actions are lawfully available to it directly against the Authority or the City.

The City shall, to the extent permitted by law, indemnify and save the Trustee harmless against any loss, damage, liabilities, costs, claims or expenses, including those of its attorneys, which it may incur in the exercise and performance of its powers and duties hereunder, under the Lease Agreement, or in connection with any document or transaction contemplated hereunder or thereunder, including the enforcement of any remedies and the defense of any suit, and which are not due to its negligence or its willful misconduct as finally adjudicated by a court of competent jurisdiction. The duty of the City to indemnify the Trustee shall survive the termination and discharge of this Indenture and the earlier removal or resignation of the Trustee.

If the Trustee renders any service hereunder not provided for in this Indenture or related financing documents, or the Trustee is made a party to or intervenes in any litigation pertaining to this Indenture or related financing documents or institutes interpleader proceedings relative hereto, the Trustee shall be compensated reasonably by the Authority for such extraordinary services and 09/23/25 | Item H1 | Attachment 3

Page 98 of 355 ends

35 4921-8256-2870v5/202088-0001
reimbursed for any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees and expenses occasioned thereby.

No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder. The Trustee may refuse to perform any duty or exercise any right or power which would require it to expend its own funds or risk any liability if it shall reasonably believe that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it.

Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on account of principal of and premium, if any, and interest on any Bond, upon the trust estate for the foregoing fees, charges and expenses incurred by it. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

Section 8.04 Protection of the Trustee. The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Owners of the Bonds pursuant to this Indenture, unless such Owners shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the reasonable costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may consult with counsel, who may be counsel to the Authority or the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith.

The Trustee shall not be responsible for the sufficiency of the Bonds or the Lease Agreement, or of the assignment made to it by the Assignment Agreement, or for statements made in any preliminary or final official statement or any other disclosure material prepared or distributed relating to the Bonds, or of the title to the Property. The Trustee shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds.

Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate of the City or a Written Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it deems reasonable.
09/23/25 | Item H1 | Attachment 3

Page 99 of 355 ends

36 4921-8256-2870v5/202088-0001
The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party hereto. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Authority or the City, and may act as agent, depository or trustee for any committee or body of Owners or of owners of obligations of the Authority or the City as freely as if it were not the Trustee hereunder.

The Trustee may, to the extent reasonably necessary, execute any of the trusts or powers hereof and perform any rights and obligations required of it hereunder either directly or by or through agents, attorneys, custodians, nominees or receivers appointed with due care, and shall be entitled to advice of counsel concerning all matters of trust and its rights and obligations hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such agent, attorney, custodian, nominee or receiver selected by it with reasonable care. The Trustee shall not be liable for any error of judgment made by it in good faith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

The Trustee shall not be answerable for the exercise of any trusts or powers hereunder or for anything whatsoever in connection with the funds established hereunder, except only for its own willful misconduct, negligence or breach of an obligation hereunder.

The Trustee shall not be deemed to have knowledge of an event of default unless it has actual knowledge thereof.

The Trustee may, on behalf of the Owners, intervene in any judicial proceeding to which the Authority or the City is a party and which, in the opinion of the Trustee and its counsel, affects the Bonds or the security therefor, and shall do so if requested in writing by the Owners of at least 5% of the aggregate principal amount of Bonds then Outstanding, provided the Trustee shall have no duty to take such action unless it has been indemnified to its reasonable satisfaction against all risk or liability arising from such action.

The Trustee’s rights to immunities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and final payment or defeasance of the Bonds.

All indemnifications and releases from liability granted herein to the Trustee shall extend to the directors, officers, employees and agents of the Trustee.

The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful default. The Trustee shall have no responsibility or liability with respect to any information, statements or recitals in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds. The Trustee shall not be accountable for the use or application by the Borrower of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the provisions of this Indenture or for the use and application of money received by any paying agent.

In no event shall the Trustee be responsible or liable for special, indirect, consequential, punitive or incidental loss or damage of any kind whatsoever (including, but not limited to, loss of 09/23/25 | Item H1 | Attachment 3

Page 100 of 355 ends

37 4921-8256-2870v5/202088-0001
profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and hacking, cyber-attacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized access; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and related financing documents and delivered using Electronic Means; provided, however, that the Authority or the City, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority or the City, as applicable, whenever a person is to be added or deleted from the listing. If the Authority or the City, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority and the City understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority and the City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority, the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority and/or the City, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority and the City agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority and/or the City, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

In acting or omitting to act pursuant to the Lease Agreement or Ground Lease, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture and the Lease Agreement, including, but not limited to, this Article VIII. 09/23/25 | Item H1 | Attachment 3

Page 101 of 355 ends

38 4921-8256-2870v5/202088-0001

ARTICLE IX

MODIFICATION OR AMENDMENTS
Section 9.01 Modifications and Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority, the City, the Owners of the Bonds and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into with the prior written consent of the Owners of a majority in aggregate principal amount of all Bonds then Outstanding, which shall have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or the rate of interest thereon, or extend the time of payment, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (iii) permit the creation of any lien on the Base Rental Payments and other assets pledged under this Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Base Rental Payments and other assets (except as expressly provided in this Indenture), without the consent of Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. (b) This Indenture and the rights and obligations of the Authority, the City, the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority, the City and the Trustee may enter into without the consent of any Bond Owners for any one or more of the following purposes:
(1) to add to the covenants and agreements of the Authority or the City in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority or the City; (2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture;
(3) to provide for the issuance of one or more Series of Additional Bonds, and to provide the terms and conditions under which such Series of Additional Bonds may be issued, subject to and in accordance with the provisions of Sections 3.06 and 3.07 hereof; (4) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; (5) to modify, amend or supplement this Indenture in such manner as to cause interest on the Bonds to be excludable from gross income for purposes of federal income taxation by the United States of America; and
09/23/25 | Item H1 | Attachment 3

Page 102 of 355 ends

39 4921-8256-2870v5/202088-0001
(6) in any other respect whatsoever as the Authority and the City may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners hereunder. (c) Promptly after the execution by the Authority, the City and the Trustee of any Supplemental Indenture, the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the Authority), by first class mail postage prepaid, setting forth in general terms the substance of such Supplemental Indenture, to the Owners of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture. (d) No Supplemental Indenture shall modify any of the rights or obligations of the Trustee without the Trustee’s prior written consent.

The Authority or the City shall send copies of any Supplemental Indenture to any rating agency which maintains a rating with respect to the Series 2025A Bonds.

Section 9.02 Effect of Supplemental Indenture. Upon the execution of any Supplemental Indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the City, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

In executing, or accepting the additional trusts created by any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the terms hereof.

Section 9.03 Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of any Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at the Office of the Trustee a suitable notation shall be made on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same interest rate and maturity.

Section 9.04 Amendment of Particular Bonds. The provisions of this Article shall not prevent any Bond Owner from accepting any amendment as to the particular Bonds held by such Owner.
09/23/25 | Item H1 | Attachment 3

Page 103 of 355 ends

40 4921-8256-2870v5/202088-0001

ARTICLE X

DEFEASANCE
Section 10.01 Discharge of Indenture. If the Authority shall pay or cause to be paid or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof and the interest and premium, if any, thereon at the times and in the manner stipulated herein and therein, then the Owners of such Bonds shall cease to be entitled to the pledge of the Base Rental Payments and the other assets as provided herein, and all agreements, covenants and other obligations of the Authority and the City to the Owners of such Bonds hereunder shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and deliver to the Authority and the City all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over or deliver to the City all money or securities held by it pursuant hereto which are not required for the payment of the principal of and interest and premium, if any, on such Bonds.

Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at the time of such payment, the Authority and the City shall have kept, performed and observed all of the covenants and promises in such Bonds and in this Indenture required or contemplated to be kept, performed and observed by them on or prior to that time, then this Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the lien of this Indenture and such lien and all covenants, agreements and other obligations of the Authority and the City hereunder shall cease, terminate become void and be completely discharged as to such Bonds.

Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non-presentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owners of the Bonds and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of the principal of and interest and premium, if any, on the Bonds, to pay to the Owners of Bonds the funds so held by the Trustee as and when such payment becomes due. Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the compensation and indemnity of the Trustee shall remain in effect and shall be binding upon the Trustee, the City and the Authority.

Section 10.02 Bonds Deemed To Have Been Paid. If moneys shall have been set aside and held by the Trustee (or an escrow agent or other fiduciary) for the payment or redemption of any Bonds and the interest thereon at the maturity or redemption date thereof, such Bonds shall be deemed to have been paid within the meaning and with the effect provided in Section 10.01 hereof. Any Outstanding Bonds shall, prior to the maturity date or redemption date thereof, be deemed to have been paid within the meaning of and with the effect expressed in Section 10.01 hereof if (a) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the Authority shall have given to the Trustee in form satisfactory to it irrevocable instructions to mail, on a date in accordance with the provisions of Section 4.02 hereof, notice of redemption of such Bonds on said redemption date, said notice to be given in accordance with Section 4.02 hereof, (b) there shall have been deposited with the Trustee (or an escrow agent or other fiduciary) either (i) money in an amount which shall be sufficient, or 09/23/25 | Item H1 | Attachment 3

Page 104 of 355 ends

41 4921-8256-2870v5/202088-0001
(ii) Federal Securities that are not subject to redemption other than at the option of the holder thereof, the interest on and principal of which when paid will provide money which, together with the money, if any deposited or on deposit with the Trustee at the same time, shall, as verified by an independent certified public accountant, be sufficient to pay when due the interest to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the case may be, and the principal of and premium, if any, on such Bonds, and (c) in the event such Bonds are not by their terms subject to redemption within the next succeeding 60 days, the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to mail as soon as practicable, a notice to the owners of such Bonds that the deposit required by clause (b) above has been made with the Trustee (or an escrow agent or other fiduciary) and that such Bonds, are deemed to have been paid in accordance with this Section and stating the maturity date or redemption date upon which money is to be available for the payment of the principal of and premium, if any, on such Bonds.

Section 10.03 Payment of Bonds After Discharge of Indenture. Notwithstanding any provisions of this Indenture, to the extent permitted by law, any moneys held by the Trustee in trust for the payment of the principal of, or premium or interest on, any Bonds and remaining unclaimed for two years after the date of deposit of such moneys, shall be repaid to the Authority (without liability for interest) free from the trusts created by this Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee may (at the cost of the Authority) first mail, by first class mail postage prepaid, to the Owners of Bonds which have not yet been paid, at the respective addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof. Any money held by the Trustee pursuant to this paragraph shall be held uninvested and without any liability for interest.

ARTICLE XI

MISCELLANEOUS
Section 11.01 Benefits of Indenture Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, the Trustee and the Owners any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term required herein to be observed or performed by or on behalf of the Authority or the City shall be for the sole and exclusive benefit of the Trustee and the Owners.

Section 11.02 Successor Deemed Included in all References to Predecessor. Whenever the Authority, the City or the Trustee, or any officer thereof, is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority, the City or the Trustee, or such officer, and all agreements, conditions, covenants and terms required hereby to be observed or performed by or on behalf of the Authority, the City or the Trustee, or any officer thereof, shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

Section 11.03 Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any 09/23/25 | Item H1 | Attachment 3

Page 105 of 355 ends

42 4921-8256-2870v5/202088-0001
notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient.

The ownership of any Bonds and the amount, payment date, number and date of owning the same may be proved by the Registration Books.

Any declaration, request or other instrument in writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be done by the Authority, the City or the Trustee in good faith and in accordance therewith.

Section 11.04 Waiver of Personal Liability. Notwithstanding anything contained herein to the contrary, no member, officer or employee of the Authority or the City shall be individually or personally liable for the payment of any moneys, including without limitation, the principal of or interest on the Bonds, but nothing contained herein shall relieve any member, officer or employee of the City or the Authority from the performance of any official duty provided by any applicable provisions of law, by the Lease Agreement or hereby.

Section 11.05 Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, in lieu of such cancellation and delivery, destroy such Bonds.

Section 11.06 Funds and Accounts. Any fund or account required to be established and maintained herein by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund, but all such records with respect to all such funds and accounts shall at an times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the Owners.

The Trustee may commingle any of the moneys held by it hereunder for investment purposes only; provided, however, that the Trustee shall account separately for the moneys in each fund or account established pursuant to this Indenture. The Trustee may establish such funds and accounts as it deems necessary or appropriate to perform its obligations hereunder.

Section 11.07 Article and Section Headings Gender and References. The singular form of any word used herein, including the terms defined in Section 1.01 hereof, shall include the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender shall include correlative words of the other genders. The headings or titles of the several Articles and Sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections,” subsections or clauses are to the corresponding Articles, Sections, subsections or clauses hereof, and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, subsection or clause thereof.
09/23/25 | Item H1 | Attachment 3

Page 106 of 355 ends

43 4921-8256-2870v5/202088-0001
Section 11.08 Partial Invalidity. If any one or more of the agreements, conditions, covenants or terms required herein to be observed or performed by or on the part of the Authority, the City or the Trustee shall be contrary to law, then such agreement or agreements, such condition or conditions, such covenant or covenants or such term or terms shall be null and void to the extent contrary to law and shall be deemed separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners shall retain all the benefit, protection and security afforded to them under any applicable provisions of law.

The Authority, the City and the Trustee hereby declare that they would have executed this Indenture, and each and every Article, Section, paragraph, subsection, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more Articles, Sections, paragraphs, subsections, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 11.09 Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are actually known by the Trustee to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; except that, in determining whether the Trustee shall be protected in relying upon any such demand, request, direction, consent or waiver of an Owner, only Bonds which the Trustee actually knows to be owned or held by or for the account of the Authority or the City, or by any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City, shall be disregarded unless all Bonds are so owned or held, in which case such Bonds shall be considered Outstanding for the purpose of such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Authority and the City shall specify in a Written Certificate of the City and Authority those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such Certificate.

Section 11.10 Money Held for Particular Bonds. The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 10.03 hereof but without any liability for interest thereon.

Section 11.11 Payment on Non-Business Days. In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day with the same effect as if made on such non-Business Day.

Section 11.12 California Law. This Indenture shall be construed and governed in accordance with the laws of the State of California.
09/23/25 | Item H1 | Attachment 3

Page 107 of 355 ends

Atascadero City CouncilSeptember 23, 2025

Atascadero City Council
September 23, 2025