Bakersfield City Council
July 23, 2025

BAKERSFIELD CITY COUNCIL
AGENDA

REGULAR MEETING

July 23, 2025, 3:30 p.m.

Council Chambers, City Hall, 1501 Truxtun Avenue

1. ROLL CALL

2. PUBLIC STATEMENTS
a. Non-Agenda Item Public Statements
b. Agenda Item Public Statements

3. NEW BUSINESS
a. Wastewater Revenue Refunding Bonds
Resolution authorizing the issuance and sale of not to exceed $65,000,000 in aggregate principal amount of City of Bakersfield, California Wastewater Revenue Refunding Bonds Series 2025A, approving a Sixth Supplemental Trust Indenture, a preliminary Official Statement, a Bond Purchase Contract, an Escrow Agreement, a Continuing Disclosure Certificate and authorizing and directing additional actions in connection with the issuance of the Revenue Refunding Bonds.

Staff recommends adoption of resolution.

4. ADJOURNMENT

ADMINISTRATIVE REPORT

MEETING DATE: July 23, 2025 AGENDA CATEGORY: New Business TO: Honorable Mayor and City Council
FROM: Randy McKeegan, Finance Director
DATE: July 11, 2025
SUBJECT: Wastewater Revenue Refunding Bonds

Resolution authorizing the issuance and sale of not to exceed $65,000,000 in aggregate principal amount of City of Bakersfield, California Wastewater Revenue Refunding Bonds Series 2025A, approving a Sixth Supplemental Trust Indenture, a preliminary Official Statement, a Bond Purchase Contract, an Escrow Agreement, a Continuing Disclosure Certificate and authorizing and directing additional actions in connection with the issuance of the Revenue Refunding Bonds.

RECOMMENDATION:

Staff recommends adoption of resolution.

BACKGROUND:

The City of Bakersfield previously issued Wastewater Revenue Refunding Bonds, Series 2015A in the initial aggregate principal amount of $145,500,000. In 2020, the City had an opportunity to refinance a portion of the outstanding principal amount resulting in a savings of roughly $10 million. The City is once again presented with an opportunity to refinance the remaining outstanding portion of the 2015A series. Based on market conditions as of July 8, 2025, the issuance of the Wastewater Revenue Refunding Bonds, Series 2025A in the anticipated amount of $5 5,795,000 is expected to generate an average annual savings of $758,000 from 2026-2030 and $261,000 in 2031. The result is a gross savings of roughly $4.81 million.

The Resolution for your consideration implements the following:
-Approves a Sixth Supplemental Trust Indenture;
-Approves a Preliminary Official Statement;
-Approves a Bond Purchase Contract;
-Approves an Escrow Agreement;
-Approves a Continuing Disclosure Certificate (Exhibit F in the POS); -Authorizes designated City staff to take such actions necessary to complete the refunding transaction.

Upon the approval of the Resolution, the Preliminary Official Statement (POS) will be updated to include rating agency information and then the updated POS will be distributed to potential investors to solicit their interest in purchasing the bonds. This pre-sale activity by the underwriter usually runs for about two weeks, at which time the bond underwriter will propose a final rate structure to the City based on current market conditions. The City will, with assistance from our Municipal Advisor, review t he proposal and assuming market conditions on that date are still supportive of generating anticipated savings to the Enterprise, the pricing of the bonds will be finalized by execution of the Bond Purchase Contract. The minimum net present value savings threshold shall be no less than 3.0% of the par amount of the bonds.

We anticipate the pricing activity to take place in early August with final closing of the transactions in late August.

The timing of this transaction is important to get into the muni cipal bond market as soon as possible to minimize the risk of rate escalation. City staff as well as the Municipal Advisor, the bond underwriter, and other bond specialists will be in attendance to answer any questions about the transaction.

FISCAL IMPACT:

Anticipated gross savings of $4.81 million

COUNCIL GOAL:

Innovative and Efficient City Government

ATTACHMENTS:

1. 7-7 City of Bakersfield Wastewater Bonds 2025A -- Bond Purchase Agreement.DOCX 103KB

2. Bakersfield 2025 Wastewater Bonds - Continuing Disclosure Certificate-c1-c1.docx 50KB

3. Bakersfield 2025 Wastewater Bonds - Official Statement-c1.doc 1MB

4. Bakersfield Wastewater 2025 Refunding of 2015A Bonds - Escrow Agreement.doc 126KB

5. Bakersfield Wastewater Refunding 2025 - Sixth Supplemental Indenture.doc 191KB

6. Wastewater 2025 Revenue Refunding Bonds.doc

- Page 1 of 11 Pages -

RESOLUTION NO. ____________

A RESOLUTION OF THE CITY OF BAKERSFIELD CITY COUNCIL

APPROVING THE ISSUANCE OF THE CALIFORNIA WASTEWATER
REVENUE REFUNDING BONDS , SERIES 2025A IN ONE OR MORE

SERIES IN AN AGGREGA TE PRINCIPAL AMOUNT NOT TO EXCEED
SIXTY-FIVE MILLI ON DOLLARS ($65,000,000), FOR THE PURPOSE

OF CURRENT REFUNDING AND DEFEASING ALL OR A PORTION OF
THE OUTSTANDING SERIES 2015A BONDS
WHEREAS, the City of Bakersfield (the “City”) is a charter city organized and existing under the laws of the State of California (the “State”); and WHEREAS, the City now owns and operates a municipal sewer system (the “Enterprise”); and
WHEREAS, the City Council (the “Council”) of the City, acting under and pursuant to the powers reserved to the City under Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 33.3 of the Charter of the City, has enacted the City of Bakersfield Enterprise Revenue Bond Law (the “Law”), being Chapter 3.55 of the Municipal Code of the City, which incorporates, to the extent made applicable by the Law, the Revenue Bond Law of 1941, being Chapter 6 of Division 2 of Title 5 of the California Government Code, as enacted and as thereafter amended; and WHEREAS, the Law authorizes the City to issue enterprise revenue b onds for the purposes set forth therein; and
WHEREAS, the City has determined that it is necessary and advisable to issue, from time to time, one or more series of Bonds (as defined in the Master Trust Indenture, dated as of August 1, 2007 (the “Master Tru st Indenture”), by and between the City and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”)) for the purposes set forth in the Law and the Master Trust Indenture , and that such Bond s be payable from and secured by Net Revenues (as defined in the Master Trust Indenture); and WHEREAS, the City previously issued its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 20 15A (the “ Series 2015A Bonds ”) in the initial aggregate principal amount of $145,500,000; and WHEREAS, the City has determined that it is in its best interest to issue one or more series of Bonds in an aggregate principal amount not to exceed SIXTY-FIVE MILLION DOLLARS ($65,000,000) for the purpose o f current refunding and defeasing all or a portion of the outstanding Series 2015A Bonds (the “ Refunded Series 2015A Bonds”), which City expects will result in debt service savings to City; and WHEREAS, City has determined that the bonds issued to refund and defease the Refunded Series 2015A Bonds shall be designated as City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”); and

- Page 2 of 11 Pages -

WHEREAS, City has determined that it is in its best interest to also contribu te legally available funds on hand to refund the Refunded Series 2015A Bonds; and WHEREAS, City previously issued, pursuant to the terms of the Master Indenture and a fifth supplement thereto, its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2020A (the “Series 2020A Bonds”), in the aggregate principal amount of $10,525,000 for the purpose of current refunding a portion of the Series 2015A Bonds and such Series 2020A Bonds are secured by a pledge of Net Revenues; and
WHEREAS, the Series 2025A Bonds will be issued on a parity with the Series 2020A Bonds and any Series 2015A Bonds (that may remain outstanding after the issuance of the Series 2025A Bonds , if only a portion of the outstanding Series 2015A Bonds is refunded); and
WHEREAS, the Series 2025A Bonds will be issued pursuant to the Law, certain other provisions of the laws of the State (including Section 53580 et seq . of the California Government Code), the Master Trust Indenture and the Sixth Supplemental Indenture (as hereinafter defined); and
WHEREAS, the Series 2025A Bonds will be issued so that the interest paid on the Series 2025A Bonds will be exclud able from the gross income of the recipients thereof under the varying provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or related thereto (collectively, the “Code”); and
WHEREAS, City staff has recommended the selection of U.S. Bank Trust Company, National Association to act as escrow agent (the “Escrow Agent”) under t he Escrow Agreement (as hereinafter defined); and
WHEREAS, City staff has recommended the selection of BofA Securities, Inc. to act as the underwriter of the Series 2025A Bonds (the “Underwriter”); and WHEREAS, there have been prepared and submitted to City Clerk for consideration of this Council forms of the following documents:
(a) a form of the Sixth Supplemental Trust Indenture (the “ Sixth Supplemental Indenture”), to be entered into by and between City and the Trustee;
(b) a form of the Preliminary Official St atement (the “ Preliminary Official Statement”) relating to the issuance of the Series 2025A Bonds; (c) a form of the Bond Purchase Agreement (the “ Bond Purchase Agreement”), to be entered into by and between the Underwriter and City with respect to the purchase and sale of the Series 2025A Bonds;

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(d) a form of the Escrow Agreement (the “Escrow Agreement”), by and between City and U.S. Bank Trust Company, National Association , as Trustee and Escrow Agent, to be entered into with respect to the Series 2015A Bonds; and
(e) a form of a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”), to be entered into by City;
WHEREAS, said documents will be modified and amended to reflect the various details applicable to the Series 2025A Bonds and said do cuments are subject to completion to reflect the results of the sale of the Series 2025A Bonds; and WHEREAS, Section 5852.1 of the California Government Code requires that the governing body of a public body obtain from an underwriter, municipal advisor or private lender and disclose, prior to authorizing the issuance of bonds with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public:
(a) the true interest cost of the bonds,
(b) the sum of all fees and charges paid to third parties with respect to the bonds,
(c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds.

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

1. The above recitals are true and correct and are incorporated herein by reference.

2. Issuance of Series 2025A Bonds; Terms of Series 2025A Bonds. For the purposes set forth in the foregoing recitals , City hereby autho rizes the issuance of its Series 2025A Bonds in an aggregate principal amount not to exceed Sixty-Five Million Dollars ($65,000,000), plus the amount of any original issue premium (subject to the limitations set forth in this Resolution) at which the Series 2025A Bonds may be sold. The proceeds from the sale of the Series 2025A Bonds , and any other moneys made available in connection with the refunding and defeasance of the Series 2015A Bonds, shall be used to pay the costs of issuance and to fund an escrow fund to pay the principal and interest on the Refunded Series 2015A Bonds on the applicable maturity date or redemption date. In addition to the above use of the Series 2025A Bonds

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proceeds, the proceeds from the Series 2025A Bonds may be used to fund a reserve fund for the Series 2025A Bonds and/or purchase a reserve fund surety policy, and pay for a municipal bond insurance policy relating to the Series 2025A Bonds , if it is determined by the Finance Director of the City that bond insurance results in savings to City.

The Series 2025A Bonds shall be in fully registered form and may be issued as Book Entry Bonds as provided for in the Master Trust Indenture and the Sixth Supplemental Indenture . Payment of principal of and interest on the Series 2025A Bo nds shall be made at the place or places and in the manner provided in the Master Trust Indenture and the Sixth Supplemental Indenture.

The Series 2025A Bonds shall be issued as current interest bonds and shall be initially available in denominations of $5,000 and integral multiples thereof. The Series 2025A Bonds shall, when issued, be in the aggregate principal amounts and shall be dated as shall be provided in the final form of the Sixth Supplemental Indenture. The Series 2025A Bonds may be issued as serial bonds and/or term bonds or as both serial bonds and term bonds, all as set forth in the Master Trust Indenture and the Sixth Supplemental Indenture . Except as otherwise permitted under this Resolution, the minimum net present value savings threshold shall be no less than 3.0% of the principal par amount of the Refunded Series 2015A Bonds . Interest on the Series 2025A Bonds shall be paid on the dates set forth in the Master Trust Indenture and the Sixth Supplemental Indenture . The Series 2025A Bon ds shall matu re no later than September 15, 2031. The Series 2025A Bonds may be sold in a manner by which the interest thereon is excludable from gross income under the Code.

3. Pledge to Secure the Series 2025A Bonds . City hereby approves the pledge of Net Revenues to secure the Series 2025A Bonds in accordance with the Master Trust Indenture and the Sixth Supplemental Indenture . City hereby agrees that it will not, so long as the Series 2025A Bonds remain outstanding, grant or attempt to grant, any parity pledge, lien or other interest in the Net Revenues to secure any other obligations of the Enterprise, except as permitted in the Master Trust Indenture.

4. Special Obligations . The Series 2025A Bonds shall be special obligations of City, secured by, and pay able from, Net Revenues and from the funds and accounts held by the Trustee and City under the Master Trust Indenture and the Sixth Supplemental Indenture , as and to the extent therein described. The Series 2025A Bonds shall also be secured by and be paid from such other sources as City may hereafter provide.

5. Forms of Series 2025A Bonds . The Series 2025A Bonds and the Trustee’s Certificate of Authentication to appear thereon shall be in substantially the form set forth in Exhibit A to the Sixth Supplemental Indenture with necessary or appropriate variations, omissions and insertions as permitted or required by the Master Trust Indenture or the Sixth Supplemental Indenture or as appropriate

- Page 5 of 11 Pages -

to adequately reflect the terms of the Series 2025A Bonds and the o bligation represented thereby.

6. Execution of the Series 2025A Bonds. Each of the Series 2025A Bonds shall be executed by the Mayor or City Manager of City (each a “Designated Officer”) and attested by the Finance Director or Clerk of City. Any such signatures may be by manual or facsimile signature and the seal of City may be impressed or printed on the Series 2025A Bonds . Additionally, each of the Series 2025A Bonds shall be authenticated by the signature of the Trustee or an agent of the Trustee as required and permitted by the Master Trust Indenture and the Sixth Supplemental Indenture . Any facsimile signature of such Designated Officer of City shall be of the same force and effect as if such signature were manually placed on such Series 2025A Bonds.

7. Approval of Bond Documents; Authorization for Execution . The forms, terms and provisions of the Sixth Supplemental Indenture , the Escrow Agreement, the Bond Purchase Agreement and the Continuing Disclosure Certificate (collectively, the “ Bond Documents”) are in all respects approved and the Mayor of the City, the City Manager, the Finance Director of the City, the City Attorney and such other officers as are specified by each of the respective Bond Documents (together with any designee in writing of any s uch officer; all references hereinafter in this resolution to any officer of City shall be deemed to include any designee in writing of such officer) are hereby authorized, empowered and directed to execute, acknowledge and deliver each of the Bond Documents including counterparts thereof, in the name and on behalf of City.

The Bond Documents, as executed and delivered, shall be in substantially the forms now before this meeting and hereby approved, or with such changes therein (including any changes requi red by a municipal bond insurer or insurers (if any) in order to obtain a municipal bond insurance policy or policies (if any) with respect to the Series 2025A Bonds or a reserve fund surety policy or policies (if any)) as shall be approved by the officer or officers of City executing the same; the execution thereof shall constitute conclusive evidence of City’s approval of any and all changes or revisions therein from the forms of the Bond Documents now before this meeting; and from and after the execution and delivery of the Bond Documents, the officers, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Bond Documents.

8. Sale of the Series 2025A Bonds. The sale of the Series 2025A Bonds is hereby approved through a private, negotiated sale to the Underwriter. The Mayor of the City, the City Attorney, the City Manager and the Finance Director of the City, or any one of them, are hereby authorized to approve the final terms of the sale of the Series 2025A Bonds subject to the terms, conditions and restrictions set forth in this Resolution.

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The Series 2025A Bonds shall be sold with an underwriter ’s discount and/or underwriti ng fee as set forth in the Bond Purchase Agreement , in an amount not to exceed 0.20% of the aggregate principal amount of the Series 2025A Bonds , and subject to the terms and conditions set forth in the Bond Purchase Agreement. Additionally, the Series 2025A Bonds may be sold to the Underwriter at a discount or a premium.

9. Approval of Preliminary Official Statement . The Preliminary Official Statement, substantially in the form presented to this meeting, is in all respects hereby approved to be used in connection with the offering and sale of the Series 2025A Bonds to the public. The Preliminary Official Statement shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the Mayor of the City, the City Manager and the Finance Director of the City, or any one of them.

The Preliminary Official Statement shall be circulated (via printed format and/or electronic means) for use in offering and selling the Series 2025A Bonds at such time or times as the Mayor of the City, the City Manager, the Finance Director of the City, or any one of them (after consultation with the City’s financial/municipal advisors, bond counsel and disclosure counsel and such other advi sors City believes to be useful) , shall determine that the Preliminary Official Statement is final within the meaning of Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2 -12”), except for the omission of certain inf ormation described in paragraph (b)(1) of Rule 15c2 - 12, and any such action previously taken is hereby confirmed, ratified and approved. The Underwriter is hereby authorized to distribute (via printed format and/or electronic means) the Preliminary Official Statement, in connection with the offering and sale of the Series 2025A Bonds to the public.

10. Approval of Official Statement. Prior to the final delivery of the Series 2025A Bonds, City shall provide for the preparation, publication, execution and delivery of the final Official Statement relating to the Series 2025A Bonds in substantially the form of the draft Preliminary Official Statement presented to this meeting. The Mayor of the City, the City Manager, the Finance Director of the City, or any one o f them, are hereby authorized and directed to execute and deliver the final Official Statement, and any supplements thereto, in the name of and on behalf of City, and to make any changes or revisions necessary to the Preliminary Official Statement in order for the final Official Statement relating to the Series 2025A Bonds to meet the requirements of City under the Bond Purchase Agreement . The execution thereof shall constitute conclusive evidence of City’s approval of any and all changes or revisions ther ein from the form of the Preliminary Official Statement now before this meeting. The Official Statement shall be circulated (via printed format and/or electronic means) for use in selling the Series 2025A Bonds at such time or times as the Mayor of the Ci ty, the City Manager, the Finance Director of the City, or any one of them (after consultation with the City’s financial advisor, bond counsel and disclosure counsel and such other advisors City believes to be useful), shall determine that

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the Official Sta tement relating to the Series 2025A Bonds is each a “final official statement” within the meaning of Rule 15c2 -12. The Underwriter is hereby authorized to distribute (via printed format and/or electronic means) the Official Statement, in connection with the sale of the Series 2025A Bonds to the public.

11. Paying Agent and Registrar . City hereby appoints U.S. Bank Trust Company, National Association as paying agent (the “Paying Agent”) and as registrar (the “Registrar”) for the Series 2025A Bonds . Such app ointments shall be effective upon the issuance of the Series 2025A Bonds , respectively, and shall remain in effect until City shall, by supplemental agreement or by resolution, name a substitute or successor thereto.

12. Escrow Agent. City hereby appoints U.S. Bank Trust Company, National Association, as the Escrow Agent, in connection with the current refunding and defeasance of the Refunded Series 2015A Bonds . Such appointment shall be effective upon the execution and delivery of the E scrow Agreement and sh all remain in effect until City shall, by resolution, name a substitute or successor thereto.

13. Authorization for Provision for Reserve Fund . If determined by the Finance Director of the City to be necessary or desirable, a portion of the proceeds of the Series 2025A Bonds may be used to fund a reserve fund for the Series 2025A Bonds , or to pay the costs of a reserve fund surety bond or any other security device for a debt service reserve fund as may be provided for in the Sixth Supplemental Indenture.

14. Additional Authorization. The Mayor of the City, the City Manager, the Finance Director of the City, the City Attorney and all officers, agents and employees of the City, for and on behalf of the City, be and they hereby are authorized and directed to do any and all things necessary to effect the execution and/or delivery of the Series 2025A Bonds, the Bond Documents, the Preliminary Official Statement and the final Official Statement and to carry out the terms thereof. The Mayor of the City, the City Manage r, the Finance Director of the City, the City Attorney and all other officers, agents and other employees of the City are further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments t hat may be required in order to carry out the authority conferred by this Resolution and by the Series 2025A Bonds, the Bond Documents, the Preliminary Official Statement and the final Official Statement or to evidence the same authority and its exercise. The foregoing authorization includes, but is in no way limited to, (i) authorizing City staff to pay costs of issuance of the Series 2025A Bonds and the underwriting fees, (ii) authorizing the Finance Director of the City to direct the investment of the p roceeds of the Series 2025A Bonds in one or more of the permitted investments provided for under the Master Trust Indenture and the Sixth Supplemental Indenture (including, but not limited to, investment agreements) and to execute any documents relating to such investments, and (iii) authorizing the execution by the Mayor of the City, the City Manager, the Finance Director of

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the City, or any of them, of a tax compliance certificate as required by the Master Trust Indenture and the Sixth Supplemental Indent ure for the purpose of complying with the arbitrage and rebate requirements of the Code, any documents required by The Depository Trust Company in connection with the Book-Entry Bonds (as defined in the Sixth Supplemental Indenture), any notices of the current refunding and defeasance of the Refunded Series 2015A Bonds required pursuant to the Master Trust Indenture and the Fourth Supplemental Indenture, any documents required by the provider of a reserve fund surety bond, if any, required to fund a reserve fund for the Series 2025A Bonds and any documents required to obtain a municipal bond insurance for all or a portion of the Series 2025A Bonds to the extent such bond insurance shall result in cost savings to the City.

15. Costs of Issuance . City authorizes funds of the City , together with the proceeds of the Series 2025A, to be used to pay costs of issuance of the Series 2025A Bonds , including, but not limited to, costs and expenses of attorneys, accountants, municipal/ financial advisors, underwriting fees, costs a ssociated with rating agencies , the Trustee, the Escrow Agent, bond insurance and surety bonds (if any), printing, publications and mailing expenses and any related filing fees thereof.

16. Good Faith Estimates. In accordance with Section 5852.1 of the California Government Code, good faith estimates of the following are set forth in Exhibit A attached hereto: (a) the true interest cost of the Series 2025A Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Series 2025A Bonds, (c) the amount of proceeds of the Series 2025A Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Series 2025A Bonds , and (d) the sum total of all debt service payments on the Series 2025A Bonds calculated to the final maturity of the Series 2025A Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Series 2025A Bonds.

17. The provisions of this Resolution are hereby declared to be severable and, if any section, phrase or provisions shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereof.

18. This Resolution shall be co nstrued and governed in accordance with the laws of the State of California.

19. All other resolutions of City, or parts of resolutions, inconsistent with this Resolution, are hereby repealed to the extent of such inconsistency.

20. This Resolution shall take effect immediately upon its passage. ----------o0o----------

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I HEREBY CERTIFY that the foregoing Resolution was passed and adopted by the City Council of the City of Bakersfield at a r egular meeting thereof held on July 23, 2025, by the following vote:

AYES: COUNCILMEMBER ARIAS, GONZALES, WEIR, SMITH, KOMAN, BASHIRTASH, KAUR NOES: COUNCILMEMBER
ABSTAIN: COUNCILMEMBER
ABSENT: COUNCILMEMBER

JULIE DRIMAKIS, MMC
CITY CLERK and Ex Officio Clerk
of the Council of the City of Bakersfield

APPROVED:

By _________________________

KAREN GOH
Mayor

APPROVED AS TO FORM:

VIRGINIA GENNARO
City Attorney

By ______________________________

VIRGINIA GENNARO
City Attorney
VG/pt
Attachment: EXHIBIT A Good Faith Estimates
S:\COUNCIL\Resos\25-26\Wastewater 2025 Revenue Refunding Bonds.doc

EXHIBIT A

GOOD FAITH ESTIMATES
The following information was obtained from Fieldman, Rolapp & Associates, Inc. (the “Municipal Advisor”) with respect to the bonds (the “Series 2025A Bonds”) approved in the attached Resolution, and is provided in compliance with Section 5852.1 of the California Government Code with respect to the Series 2025A Bonds:

Section 1. True Interest Cost of the Series 2025A Bonds . Based on market interest rates prevailing at the time of preparation of this information (July 8, 2025), a good faith estimate of the true interest cost of the Series 2025A 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 Series 2025A Bonds, is 2.45%.

Section 2. Finance Charge of the Series 2025A Bonds . Based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the finance charges associated with the Series 2025A Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Series 2025A Bonds), is $409,842, as follows:

(a) Underwriter’s Discount $99,842
(b) Bond Counsel and Disbursements 85,000
(c) Disclosure Counsel and Disbursements 50,000
(d) Municipal Advisor and Disbursements 62,500
(e) Rating Agencies 42,550
(f) Other1 69,950
Total $409,842
Section 3. Amount of Proceeds to be Received . Based on market interest rates prevailing at the time of preparation of this information (July 8, 2025), a good faith estimate of the amount of proceeds expected to be received by the City of Bakersfield for sale of the Series 2025A Bonds less the finance charge of the Series 2025A Bonds describ ed in Section 2 above and any reserves or capitalized interest paid or funded with proceeds of the Series 2025A Bonds, is $60,036,272.

Section 4. Total Payment Amount . Based on market interest rates prevailing at the time of preparation of this informat ion (July 8, 2025), a good faith estimate of the total payment amount, which means the sum total of all payments the City of Bakersfield will make to pay debt service on the Series 2025A Bonds plus the finance charge of the Series 2025A Bonds described

1 “Other” finance charges include related costs incurred by the City, fees of the trustee/escrow agent and it’s counsel, fees of the verification agent, printer fees, and remaining contingency amounts.

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in Section 2 above not paid with the proceeds of the Series 2025A Bonds, calculated to the final maturity of the Series 2025A Bonds, is $65,224,733.

Attention is directed to the fact that the foregoing information constitutes good faith estimates only. The actual interest cost, finance charges, amount of proceeds and total payment amount may vary from the estimates above due to variations from these estimates in the timing of Series 2025A Bonds sale, the amount of Series 2025A Bonds sold, the amortization of the Series 2025A Bonds sold and market interest rates at the time of each sale. The date of sale and the amount of Series 2025A Bonds sold will be determined by the City of Bakersfield based on need to provided funds for the Financing and other factors. The actual interest rates at which the Series 2025A Bonds will be sold will depend on the bond market at the time of each sale. The actual amortization of the Series 2025A Bonds will also depend, in part, on market interest rates at the time of sale. Ma rket interest rates are affected by economic and other factors beyond the City of Bakersfield’s control.

4914-2908-9852.3

SIXTH SUPPLEMENTAL TRUST INDENTURE
by and between

CITY OF BAKERSFIELD

and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
relating to
$[PAR]
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2025A

Dated as of [August] 1, 2025

TABLE OF CONTENTS

Page

4914-2908-9852.3

ARTICLE I
DEFINITIONS; INTERPRETATIONS
Section 1.01. Definitions........................................................................................................ 1 Section 1.02. Incorporation of Definitions Contained in the Master Indenture..................... 4 Section 1.03. Article and Section References ........................................................................ 4

ARTICLE II
THE SERIES 2025A BONDS
Section 2.01. Designation of the Series 2025A Bonds; Principal Amount ........................... 4 Section 2.02. Series 2025A Bonds Under the Master Indenture; Security; Parity ................ 4 Section 2.03. General Terms of the Series 2025A Bonds...................................................... 4 Section 2.04. Exchange of Series 2025A Bonds.................................................................... 5 Section 2.05. Book-Entry Bonds ........................................................................................... 6

ARTICLE III
NO REDEMPTION OF SERIES 2025A BONDS
Section 3.01. No Redemption of Series 2025A Bonds .......................................................... 8

ARTICLE IV

ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF
Section 4.01. Establishment of Funds and Accounts ............................................................. 8 Section 4.02. Application of Series 2025A Bond Proceeds and Other Available Moneys ... 8 Section 4.03. Series 2025A Debt Service Fund ..................................................................... 9 Section 4.04. Series 2025A Costs of Issuance Fund .............................................................. 9 Section 4.05. Sources of Payment of Series 2025A Bonds ................................................. 10

ARTICLE V

TAX COVENANTS
Section 5.01. Series 2025A Rebate Fund............................................................................. 10 Section 5.02. Preservation of Tax Exemption ..................................................................... 10

ARTICLE VI

MISCELLANEOUS
Section 6.01. Notices ........................................................................................................... 11 Section 6.02. Compliance With Article 9 of the UCC ......................................................... 11 Section 6.03. Modification of Master Indenture and Sixth Supplemental Indenture .......... 12 Section 6.04. Continuing Disclosure ................................................................................... 12 Section 6.05. Parties Interested Herein ................................................................................ 12 Section 6.06. Severability .................................................................................................... 12 Section 6.07. Payments or Actions Occurring on Non-Business Days ............................... 12 Section 6.08. Governing Law .............................................................................................. 12 Section 6.09. Captions ......................................................................................................... 12 Section 6.10. Counterparts ................................................................................................... 13

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EXHIBIT A FORM OF SERIES 2025A BOND

EXHIBIT B DEBT SERVICE SCHEDULE
EXHIBIT C FORM OF SERIES 2025A COSTS OF ISSUANCE FUND REQUISITION EXHIBIT D REFUNDED SERIES 2015A BONDS

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SIXTH SUPPLEMENTAL TRUST INDENTURE
THIS SIXTH SUPPLEMENTAL TRUST INDENT URE (this “Sixth Supplemental Indenture”) dated as of [August] 1, 202 5 is made by and between the CITY OF BAKERSFIELD, CALIFORNIA , a charter city and municipal corporation organized and existing under the Constitution of the State of California (the “ City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “ Trustee”), and supplements that certain Master Trust Indent ure, dated as of August 1, 2007 , which is also by and between the City and the Trustee (the “Master Indenture”).

WHEREAS, the Master Indenture provides, in Section s 2.09, 2.10 and 2.11 thereof, for the issuance of Refunding Bonds and, in Section 10.02 thereof, for the execution and delive ry of Supplemental Indentures setting forth the terms of such Refunding Bonds; and WHEREAS, the City now, for the purpose of current refunding and defeasing [all/a portion] of its outstanding City of Bakersfield, California Wastewater Revenue Refunding Bonds Series 2015A, by execution and delivery of this Sixth Supplemental Indenture and in compliance with the provisions of the Master Indenture , sets forth the terms of its $ [PAR] City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 202 5A (the “ Series 2025A Bonds”), provides for the deposit and use of the proceeds of the Series 2025A Bonds and makes other provisions relating to the Series 2025A Bonds; and WHEREAS, the Series 2025A Bonds are being i ssued as Refunding Bonds as provided for in Sections 2.10 and 2.11 of the Master Indenture.

GRANTING CLAUSE
In order to secure the payment of the Series 2025A Bonds, the City hereby pledges, assigns and grants to the Trustee with respect to the Series 2025A Bonds all of the liens, rights, interests and privileges set forth in the Granting Clause of, and elsew here in, the Master Indenture.

ARTICLE I

DEFINITIONS; INTERPRETATIONS
Section 1.01. Definitions. The following definitions shall apply to terms used in this Sixth Supplemental Indenture unless the context clearly requires otherwise:
“Authorized Denominations ” means $5,000 principal amount and integral multiples thereof.
“Bond Year” means a “Bond Year” as defined in the Tax Certificate. “Book-Entry Bonds” means the Series 2025A Bonds held by DTC (or its nominee) a s the registered owner thereof pursuant to the terms and provisions of Section 2.05 hereof.

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“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Series 2025A Bonds.
“Costs of Issuance” means all costs and expenses incurred by the City in connection with the issuance of the Series 2025A Bonds, including, but not limited to, as applicable, costs and expenses of printing and copying documents, the preliminary and final official statements, the Series 2025A Bonds, bond insurance premium (if any), reserve fund surety policy premium (if any), underwriter ’s compensation, and the fees, costs and expenses of rating agencies, the Trustee, counsel, accountants, financial /municipal advisors, feasibility consultants (if any), verification agents and other consultants.
“DTC” means The Depository Trust Company, a limited -purpose trust company organized under the laws of the State of New York, and its successors and assigns. “Escrow Agreement” means the Escrow Agreement, dat ed [August] [21], 2025, by and between the City and the Trustee, as trustee and escrow agent for the Refunded Series 2015A Bonds, and under which a portion of the proceeds of the Series 2025A Bonds, along with other available moneys from the Wastewater Tre atment Fund, are to be deposited and used to pay the principal of and interest on the Refunded Series 2015A Bonds. “Sixth Supplemental Indenture” means this Sixth Supplemental Trust Indenture, dated as of [August] 1, 2025, by and between the City and the Trustee and which sets forth the terms of the Series 2025A Bonds.
“Holder” or “ Bondholder” means the registered owner of any Series 2025A Bond including DTC or its nominee as the sole registered owner of Book-Entry Bonds. “Interest Payment Date ” means each March 15 and September 15, commencing [March 15], 20 26, the dates upon which interest on the Series 2025A Bonds become due and payable.
“Master Indenture” means the Master Trust Indent ure, dated as of August 1, 20 07, by and between the City and the Trustee , under which the Series 2025A Bonds are authorized and secured.
“Participants” means the participants of DTC which include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. “Paying Agent” means, for purposes of this Sixth Supplemental Indenture, the Trustee, or any other institution appointed by the City.
“Permitted Investments” means, with respect to this Sixth Supplemental Indenture, those investments designated as Permitted Investments under the Master Indenture. “Person” means a corporation, association, partnership, limited liability company, joi nt venture, trust, organization, business, individual or government or any government agency or political subdivision thereof.

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“Record Date” means fo r a March 15 Interest Payment Date the preceding March 1 and for a September 15 Interest Payment Date the preceding September 1. “Refunded Series 20 15A Bonds” means the Series 2015A Bonds being current refunded and defeased with a portion of the proceeds o f the Series 2025A Bonds, as set forth in Exhibit C attached hereto.
“Registrar” for purposes of this Sixth Supplemental Indenture, means the Trustee. “Registered Owner” means a Person in whose name a Series 2025A Bond is registered in the registration books of the Registrar.
“Representation Letter ” means the Blanket Issuer Letter of Representations dated July 28, 1998 from the City to DTC.
“Series 20 15A Bonds” means $ 145,500,000 aggregate principal amount of the City of Bakersfield, California Wastewater Revenue Refunding Bonds Series 2015A, [all/a portion] of the outstanding principal amount of which is being current refunded and defeased with the Series 2025A Bonds.
“Series 2025A Bonds” means the $ [PAR] aggregate principal amount of Bonds issued under the Master Indenture and this Sixth Supplemental Indenture and designated “ City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A.” “Series 2025A Costs of Issuance Fund ” means the Costs of Issuance Fund of such designation created in Section 4.0 4 of this Sixth Supplemental Indenture and into which money is to be deposited to pay Costs of Issuance of the Series 2025A Bonds. “Series 2025A Debt Service Fund ” means the Debt Service Fund of such des ignation created in Section 4.0 3 of t his Sixth Supplemental Indenture and into which money is to be deposited to pay debt service on the Series 2025A Bonds. “Series 2015A Escrow Fund” means the “City of Bakersfield, California Wastewater Revenue Refunding Bonds Series 2015A Escrow Fund” estab lished and maintained by the Trustee, as trustee and escrow agent for the Refunded Series 2015A Bonds , under the terms of the Escrow Agreement and held for the purpose of paying the principal of and interest on the Refunded Series 2015A Bonds.
“Series 2025A Rebate Fund” means the fund of such designation created in Section 4.01 of this Sixth Supplemental Indenture.
“Tax Certificate” means that Tax Compliance Certificate dated the date of issuance of the Series 2025A Bonds, as amended from time to time, ente red into by the City and executed with respect to the Series 2025A Bonds.
“Underwriter” means BofA Securities, Inc., as the initial purchaser of the Bonds.

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Section 1.02. Incorporation of Definitions Contained in the Master Indenture .

Except as otherwise provided in S ection 1.01 of this Sixth Supplemental Indenture , all words, terms and phrases defined in the Master Indenture shall have the same meanings herein as in the Master Indenture.

Section 1.03. Article and Section References . Except as otherwise indicated, references to Art icles and Sections are to Articles and Sections of this Sixth Supplemental Indenture.

ARTICLE II

THE SERIES 2025A BONDS
Section 2.01. Designation of the Series 2025A Bonds; Principal Amount . The Series 2025A Bonds authorized to be issued under the Master Indenture and this Sixth Supplemental Indenture shall be designated as “City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A,” which shall be issued in the original principal amount of $[PAR].

Section 2.02. Series 2025A Bonds Under the Master Indenture ; Security; P arity.

The Series 2025A Bonds are issued as Refunding Bonds under and subject to the terms of the Master Indenture and are secured by and payable from the Net Revenues and other security provided in the Granting Clause of the Master Indenture and in accordance with the terms of the Master Indenture. The payment of the principal of and interest on the Series 2025A Bonds are on a parity with the Series 2020A Bonds [and the Series 2015A Bonds that are not refunded with the proceeds of the Series 2025A Bonds – to be updated accordingly after pricing].

Section 2.03. General Terms of the Series 2025A Bonds. The Series 2025A Bonds shall, upon initial issuance, be dated [August] [21], 2025. Each Series 2025A Bond shall bear interest from the Interest Payment Date next prece ding the date of authentication thereof unless such date of authentication is an Interest Payment Date, in which event such Series 2025A Bond shall bear interest from such date of authentication, or unless such date of authentication is after a Record Date and before the next succeeding Interest Payment Date, in which event such Series 2025A Bond shall bear interest from such succeeding Interest Payment Date, or unless such date of authentication is prior to September 1, 2025 in which event such Series 2025A Bond shall bear interest from [August] [21], 2025. If interest on the Series 2025A Bonds shall be in default, Series 2025A Bonds issued in exchange for Series 2025A Bonds surrendered for transfer or exchange shall bear interest from the Interest Payment Date to which interest has been paid in full on the Series 2025A Bonds surrendered. The Series 2025A Bonds shall be issued in denominations of $5,000 original principal amount or integral multiples thereof.

Interest on the Series 2025A Bonds shall be pai d on [March 15, 2026] and semiannually thereafter on [September 15 and March 15]. Principal of the Series 2025A Bonds shall be paid annually on September 15 of each year beginning on September 15, 202[6].

Interest on the Series 2025A Bonds shall be calculated on the basis of a year of 360 days and twelve 30-day months.

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At least fifteen (15) Business Days prior to each date on which principal or interest on any Series 2025A Bond shall be due and payable, the Trustee shall notify the City of such payment, the date such payment is due and the amount of such payment and the Series of Bonds to which such payment relates. Such notice shall be given by telephone or facsimile transmission and promptly confirmed in writing.

The Series 2025A Bonds shall be issued in the original principal amount of $[PAR] and shall mature in the years and in the amounts and bear interest at the ann ual rates set forth in the following schedule:

September 15
of the Year Principal Amount Interest Rate
2026 $ %
2027
2028
2029
2030
2031

Payment of principal of the Series 2025A Bonds shall be made upon surrender of the Series 2025A Bonds to the Trustee or its agent; provided that with respect to Series 2025A Bonds which are Book -Entry Bonds, the Trustee may make other arr angements for payment of principal as provided in the Representation Letter. Payment of interest on Series 2025A Bonds which are not Book -Entry Bonds shall be made by check or draft of the Trustee mailed on the applicable Interest Payment Date by first-class mail to the person who is the registered Owner thereof on the Record Date, and such payment shall be mailed to such Owner at his address as it appears on the registration books of the Registrar. The payment of interest on Book-Entry Bonds shall be mad e as provided in Section 2.05 hereof. With respect to all Series 2025A Bonds, interest due and payable on any Interest Payment Date shall be paid to the person who is the registered owner as of the Record Date. The Series 2025A Bonds shall be substantial ly in the form of Exhibit A, which is part of this Sixth Supplemental Indenture.

If the principal of a Series 2025A Bond becomes due and payable, but shall not have been paid as a result of a default hereunder, and no provision is made for its payment, the n such Series 2025A Bond shall bear interest at the same rate after such default as on the day before the default occurred. Principal and interest will be paid in lawful money of the United States that at the time of payment is legal tender for payment of public and private debts or by checks or wire transfer payable in such money.

Section 2.04. Exchange of Series 2025A Bonds. Series 2025A Bonds which are delivered to the Registrar for exchange may be exchanged for an equal total principal amount of the same Series of such Series 2025A Bonds with the same interest rate and maturity date. The cost of printing Series 2025A Bonds and any services rendered or expenses incurred by the Trustee or the Registrar in connection with any transfer or exchange shall be paid by the City.

The Trustee or the Registrar may require the payment by the Bondholders requesting such

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transfer or exchange of any tax or other governmental charge required to be paid with respect to such transfer.

Section 2.05. Book-Entry Bonds.
(a) Except as provided in subparagraph (c) of this Section 2.05, the Registered Owner of all of the Series 2025A Bonds shall be DTC and the Series 2025A Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Payment of principal of or interest on any Series 2025A Bond registered in the name of Cede & Co. shall be made by wire transfer of New York clearing house or equivalent next day funds or by wire transfer of same day funds to the account of Cede & Co. at the address indicated on the Record Date or special record date f or Cede & Co. in the registration books of the Registrar.
(b) The Series 2025A Bonds shall be initially issued in the form of separate single authenticated fully registered Series 2025A Bonds for each separate stated maturity of the Series 2025A Bonds. Upon i nitial issuance, the ownership of such Series 2025A Bonds shall be registered in the registration books of the Registrar in the name of Cede & Co., as nominee of DTC. The Trustee, the Registrar and the City may treat DTC (or its nominee) as the sole and e xclusive owner of the Series 2025A Bonds registered in its name for the purposes of payment of the principal of or interest on the Series 2025A Bonds, giving any notice permitted or required to be given to Bondholders under the Master Indenture or this Sixth Supplemental Indenture, registering the transfer of Series 2025A Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever, and none of the Trustee, the Registrar or the City shall be affected by any n otice to the contrary. N one of the Trustee, the Registrar or the City shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Series 2025A Bonds under or through DTC or any Participant, or any other person which is not shown on the registration books as being a Bondholder, 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 of or in terest on the Series 2025A Bonds; any notice which is permitted or required to be given to Bondholders under the Master Indenture and this Sixth Supplemental Indenture; any consent given or other action taken by DTC as Bondholder; or any other purpose. Th e Trustee shall pay all principal of and interest on the Series 2025A Bonds to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to the principal of and interest on the Series 2025A Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Series 2025A Bond evidencing the obligation of the City to make payments of principal and interest pursuant to the Master Indenture and this Sixth Supplemental Indenture. 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 word s “Cede & Co.” in this Sixth Supplemental Indenture shall refer to such new nominee of DTC. (c) In the event the City determines that it is in the best interest of the beneficial owne rs that they be able to obtain b ond certificates, and notifies DTC, the

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Trustee and the Registrar of such determination, then DTC will notify the Participants of the availability through DTC of b ond certificates. In such event, the Trustee shall authenticate and the Registr ar shall transfer and exchange b ond certificates as requested by DTC and an y other Bondholders in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Series 2025A Bonds at any time by giving notice to the City and the Trustee and discharging its responsibilities with respect thereto u nder applicable law. Under such circumstances (if there is no successor securities depository), the City and the Trustee shall be obligated to deliver b ond certificates as described in this Sixth Supplemental Indenture . In the event b ond certificates are issued, the provisions of the Master Indenture and this Sixth Supplemental Indenture shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of and interest on such certificates.

Whenever DTC requests the City and the Trustee to do so, the Trustee and the City will cooperate with DTC in taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the Series 2025A Bonds to any DTC Parti cipant having Series 2025A Bonds credited to its DTC account or (ii) to arrange for another securities depository to maintain custody of certificates evidencing the Series 2025A Bonds.
(d) Notwithstanding any other provision of the Master Indenture and this Sixth Supplemental Indenture to the contrary, so long as any Series 2025A Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and interest on such Series 2025A Bond and all notices with respect to such Series 2025A Bond shall be made and given, respectively, to DTC as provided in the Representation Letter.
(e) In connection with any notice or other communication to be provided to Bondholders pursuant to the Master Indenture and this Sixth Supplemental Indenture by the City or the Trustee with respect to any consent or other action to be taken by Bondholders, 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 no t less than fifteen (15) calendar days in advance of such record date to the extent possible. Notice to DTC shall be given only when DTC is the sole Bondholder.
(f) NEITHER THE CITY NOR THE TRUSTEE WILL HAVE ANY

RESPONSIBILITY OR OBLIGATION TO PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO: THE PAYMENT BY DTC OR ANY PARTICIPANT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2025A BONDS; THE PROVIDING OF NOTICE TO PARTICIPANTS OR BENEFICIAL OWNERS; THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY PARTICIPAN T;

OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS OWNER OF THE SERIES 2025A BONDS.

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ARTICLE III

NO REDEMPTION OF SERIES 2025A BONDS
Section 3.01. No Redemption of Series 2025A Bonds . The Series 2025A Bonds are not subject to redemption prior to maturity.

ARTICLE IV

ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF
Section 4.01. Establishment of Funds and Accounts . The following funds and accounts are hereby established with the Trustee:
(a) City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A Debt Service Fund (the “ Series 2025A Debt Service Fund ”) and therein an Interest Account and a Principal Account;
(b) City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A Costs of Issuance Fund (the “Series 2025A Costs of Issuance Fund”); and (c) City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A Rebate Fund (the “ Series 2025A Rebate Fund”) and therein an Earnings Account.

Section 4.02. Application of Series 2025A Bond Proceeds and Other Available Moneys.
(a) The proceeds of the sale of the Series 2025A Bonds, being the amount of $[∙] (which sum represents the par amount of the Series 2025A Bonds, plus an original issue premium in the amount of $[∙], less an underwriter’s discount in the amount of $[∙]), received by the City shall be deposited or paid by the Finance Director as follows:
(i) the sum of $ [∙] shall be transferred to the Escrow Agent, for deposit by the Escrow Agent in the Series 2015A Escrow Fund, to be used to refund and defease the Refunded Series 2015A Bonds;
(b) The Trustee shall deposit the sum of $ [∙] into the Series 2025A Costs of Issuance Fund; and
(c) The Finance Director shall transfer $[10,260,000] of legally available funds from the Wastewater Treatment Fund to the Escrow Agent, to be deposited to the Series 2015A Escrow Fund , for the purpose of defeasing and current refunding the Refunded Series 2015A Bonds.

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Section 4.03. Series 2025A Debt Service Fund . The Trustee shall make deposits into the Series 2025A Debt Service Fund as follows:
(a) Interest Account . The Trustee shall deposit into the Interest Account (i) the amounts received from the City pursuant to Section 4.03 of the Master Indenture to be used to pay interest on the Series 2025A Bonds and, if the City enters into an interest rate swap agreement with respect to all or a portion of the Series 2025A Bonds, to pay amounts due and payable to the provider of such agreement at such times as are provided in such interest rate swap agreement and ( ii) if the City enters into an interest rate swap agreement with respect to all or a portion of the Series 2025A Bonds, any amounts received by the City from the provider of such agreement. The Trustee shall also deposit into the Interest Account any other amounts deposited with the Trustee for deposit in the Interest Account or transf erred from other funds and accounts for deposit therein. All amounts held at any time in the Interest Account shall be held on a priority basis for the ratable security and payment of interest due on the Series 2025A Bonds in accordance with their terms and amounts due and payable by the City under any interest rate swap agreement entered into by the City with respect to all or a portion of the Series 2025A Bonds (other than any swap termination payments and any other amounts payable thereunder which are p ayable and secured by a lien on Net Revenues ranking junio r and subordinate to the lien of the Bonds) at any time in proportion to the amounts due or accrued with respect to each of them. Earnings on the Interest Account shall be retained in such account.
(b) Principal Account. The Trustee shall deposit into the Pr incipal Account amounts received fro m the City pursuant to Section 4.03 of the Master Indenture to be used to pay principal of the Series 2025A Bonds at maturity. The Trustee shall also deposit int o the Principal Account any other amounts deposited with t he Trustee for deposit into the Principal Account or transferred from other funds and accounts for deposit therein. On or about July 15 of each Fiscal Year, earnings on the Principal Account shall be withdrawn by the Trustee and paid to the City for depos it into the Wastewater Treatment Fund unless an Event of Default exists under the Master Indenture, in which event the earnings shall be retained in such account. (c) Reserved.

The Series 2025A Debt Service Fund shall be invested and reinvested as directed by the City in Permitted Investments.

Section 4.04. Series 2025A Costs of Issuance Fund.
(a) There shall be deposited into the Series 2025A Costs of Issuance Fund the amounts as provided in Section 4.02(a)(ii) above.
(b) The Trustee shall make payments or disbursements from the Se ries 2025A Costs of Issuance Fund upon receipt from the City of a written requisition in substantially the form attached hereto as Exhibit C, executed by the Finance Director to the City , which requisition shall state, with respect to each amount requested thereby, (i) that such

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amount is to be paid from the Series 2025 A Costs of Issuance Fund, (ii) the number of the requisition, (iii) the amount to be paid, the name of the entity, if other than the City, to which the payment is to be made and the manner in which the payment is to be made, and (iv) describe the Costs of Issuance represented by such payment. Each such requisition shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of the facts stated therein (c) Moneys held in the Series 2025A Costs of Issuance Fund shall be invested and reinvested in Permitted Investments.
(d) Earnings on the Series 2025A Costs of Issuance Fund shall be deposited into the Interest Account of the Series 2025A Debt Service Fund . Any amoun ts remaining in the Series 2025A Costs of Issuance Fund on [March 31 ], 20 26 shall be transferred to the Interest Account of the Series 2025A Debt Service Fund and the Series 2025A Costs of Issuance Fund shall be closed.

Section 4.05. Sources of Payment of Series 2025A Bonds. The Series 2025A Bonds shall be secured by and payable from the Net Revenues as provided in the Master Indenture. The City may, but is not obligated to, provide for payment of principal and interest on the Series 2025A Bonds from any other source or from any other funds of the City.

ARTICLE V

TAX COVENANTS
Section 5.01. Series 2025A Rebate Fund. The City hereby agrees that it will enter into the Tax Certificate and will, pursuan t to this Sixth Supplemental Indenture , create the Series 2025A Rebate Fund , which fund will be funded if so required under the Tax Certificate and amounts in such Series 2025A Rebate Fund shall be held and disbursed in accordance with the Tax Certificate.

Section 5.02. Preservation of Tax Exemption.
(a) The City shall comply with those covenants and agreements set forth in the Tax Certificate.
(b) The City shall not use or permit the use of any proceeds of the Series 2025A Bonds or any other funds of the City held by the Truste e under this Sixth Supplemental Indenture, allocable to th e Series 2025A Bonds, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the City or the Trustee with respect to the Series 2025A Bonds in any manner, and shall not take or permi t to be taken any other action or actions, which would cause any Series 2025A Bond to be “federally guaranteed” within the meaning of Section 149(b) of the Code or an “arbitrage bond” within the mea ning of Section 148 of the Code and applicable regulations promulgated from time to time thereunder and under Section 103(c) of the Code. The City shall observe and not violate the requirements of Section 148 of the Code and any such applicable regulations. In the event the City is of the opinion that it is nec essary to restrict or limit the yield on the investment of money

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held by the Trustee or to use such money in certain manners, in order to avoid the Series 2025A Bonds from being considered “arbitrag e bonds” within the meaning of Section 148 of the Code and the regulations thereunder as such may be applicable to the Series 2025A Bonds at such time, the City shall issue to the Trustee a certificate to such effect together with appropriate instructions, in which event the Trustee shall take such action as it i s directed to take to use such money in accordance with such certificate and instructions, irrespective of whether the Trustee shares such opinion. (c) The City shall at all times do and perform all act s and things permitted by law and this Sixth Supplemental Indenture which are necessary or desirable in order to assure that interest paid on the Series 2025A Bonds will not be included in gross income for federal income tax purposes and shall take no action that would result in such interest being included in gross income for federal income tax purposes.

ARTICLE VI

MISCELLANEOUS
Section 6.01. Notices.
(a) Any notice, request, direction, designation, consent, acknowledgment, certification, appointment, waiver or other communication r equired or permitted by this Sixth Supplemental Indenture or the Series 2025A Bonds must be in writing except as expressly provided otherwise in this Sixth Supplemental Indenture or the Series 2025A Bonds.
(b) Any notice or other communication, unless otherwise specified, shall be sufficiently given and deemed given when mailed by first-class mail, postage prepaid, addressed to the City or the Trustee at the addresses provided in the Master Indenture or when delivered by hand and received by the City or the Trustee at the addresses provided in the Master Indenture. A ny addressee may designate additional or different addresses for purposes of this Section.

Section 6.02. Compliance With Article 9 of the UCC . The security interests granted to the Bondholders of the Series 2025A Bonds under the Master Indenture and this Sixth Supplemental Indenture are not, as of the date of the original issuance of the Series 2025A Bonds, subject to the provisions of Article 9 of the Uniform Commercial Code (as such Article has been a dopted by the State of California ). In the event, subsequent to the date of original issuance of the Series 2025A Bonds, the security interests granted to the Bondholders of the Series 2025A Bonds under the Master Indenture and this Sixth Supplemental Indenture become subject to the provisions of Article 9 of the Uniform Commercial Code (as such Article may be adopted by the State of California), (a ) the City shall take all necessary steps to preserve the continuing security interest granted to the Bondholders of th e Series 2025A Bonds (including, if applicable, the filing of all necessary financing statements); and (b ) an opinion of Bond Counsel will be delivered to the City and the Trustee, to the effect that the Series 2025A Bonds’ first lien on the Net Revenues is perfected and all financing statements necessary to evid ence such first lien have been filed.

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Section 6.03. Modification of Master Indenture and Sixth Supplemental Indenture.

The City may, from time to time and at any time, execute and d eliver Supplemental Indentures supplementing and/or amending the Master Indenture and this Sixth Supplemental Indenture in the manner set forth in Article X of the Master Indenture.

Section 6.04. Continuing Disclosure. The City hereby covenants to annually provide certain financial information and operating data of the City with respect to the Enterpris e and to provide notices of certain enumerated events, pursuant to Rule 15c2 -12(b)(5) of the Securities and Exchange Commission, and to execute and deliver a Continuing Disclosure Certificate for the benefit of the holders and the Beneficial Owners of the Series 2025A Bonds in a form acceptable to the Underwriter of the Series 2025A Bonds. Notwithstanding any other provision of this Sixth Supplemental Indenture , failure of the City to comply with the Continuing Disclosure Certificate shall not constitute an Event of Default hereunder; provided, however, that the Underwriter or any Beneficial Owner of the Series 2025A Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligations under this Section 6.04, including seeking mandate or specific performance by court order.

Section 6.05. Parties Interested Herein. Nothing in this Sixth Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the City, the Trustee and the Registered Owners of the Series 2025A Bonds, any right, remedy or claim under or by reason of this Sixth Supplemental Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, prom ises and agreements in this Sixth Supplemental Indenture contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Trustee and the Registered O wners of the Series 2025A Bonds.

Section 6.06. Severability. If any provision of this Sixth Supplemental Indenture shall be determined to be unenforceable, that shall not affect any other provision of this Sixth Supplemental Indenture.

Section 6.07. Payments or Actions Occurring on Non -Business Days. If a payment date is not a Business Day at the place of payment or if any action required hereunder is required on a date that is not a Business Day, then payment may be made at that place on the next Business Day or such action may be taken on the next Business Day with the same effect as if payment were made on the action taken on the stated date, and no interest shall accrue for the intervening period.

Section 6.08. Governing Law. This Sixth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of California.

Section 6.09. Captions. The captions in this Sixth Supplemental Indenture are for convenience only and do not define or limit the scope or intent of any provisions or Sections of this Sixth Supplemental Indenture.

13 4914-2908-9852.3
Section 6.10. Counterparts. This Sixth Supplemental Indenture may be signed in several counterparts. Each will be an original, but all of them together constitute the same instrument.

[End of Sixth Supplemental Trust Indenture]

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IN WITNESS WHEREOF, the parties hereto have cau sed this Sixth Supplemental Indenture to be duly executed, all as of the date first above written.

CITY OF BAKERSFIELD, CALIFORNIA
By:

Karen Goh, Mayor

APPROVED AS TO FORM:

By:

Virginia Gennaro, City Attorney

APPROVED AS TO CONTENT AND
COUNTERSIGNED:

By:

Randy McKeegan, Finance Director

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By
Authorized Officer

[Signature page to Sixth Supplemental Trust Indenture]

4914-2908-9852.3

EXHIBIT A

FORM OF SERIES 2025A BOND

UNITED STATES OF AMERICA
No. R-___ $_______________

CITY OF BAKERSFIELD, CALIFORNIA
WASTEWATER REVENUE REFUNDING BOND, SERIES 2025A

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF

DTC (AS DEFINED IN THE HEREINAFTER DEFINED SIXTH SUPPLEMENTAL

INDENTURE) TO THE TRUSTEE (AS HEREINAFTER DEFINED) FOR REGISTRATION OF, TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 2025A BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER

USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. , HAS AN INTEREST HEREIN.

Interest Rate Maturity Date Original Issue Date CUSIP
___% September 15, 20__ [August] [21], 2025 05753P ___

REGISTERED HOLDER: **CEDE & CO.**
PRINCIPAL AMOUNT: **___________________________ DOLLARS**

THIS BOND IS A SPECIAL , LIMITED OBLIGATION OF THE CITY, PAYABLE

SOLELY FROM AND SECURED BY A PLEDGE OF NET REVENUES (AS HEREINAFTER

DEFINED) DERIVED BY THE CITY FROM THE OPERATIONS OF THE ENTERPRISE (AS DEFINED IN THE HEREINAFTER DEFINED MASTER INDENTURE) AND CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE MASTER INDENTURE . NONE OF THE

PROPERTIES OF THE ENTERPRISE ARE SUBJECT TO ANY MORTGAGE OR OTHER

LIEN FOR THE BENEFIT OF THE OWNERS OF THIS BOND , AND NEITHER THE FULL

FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, KERN COUNTY, THE

STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR AGENCY OF THE

STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PRE MIUM, IF ANY, OR INTEREST ON THIS BOND.

PROVISIONS OF THE SIXTH SUPPLEMENTAL I NDENTURE WILL CONTROL TO THE EXTENT INCONSISTENT WITH THE PROVISIONS OF THIS BOND.

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The City of Bakersfield, California (the “City”), acting pursuant to the Constitution of the State of California, S ection 33.3 of the City Charter, the City of Bakersfield Enterprise Revenue Bond Law (the “ Bond Law ”) and certain provisions of the laws of the State of California (including Section 53580 et seq. of the California Government Code) (the “Refunding Law”) and with exclusive management and control of the Enterprise, promises to pay, from the Net Revenues, as hereinafter defined in this Bond, to the registered holder above , or registered assigns, the principal sum of [_________________] Dollars on the Maturity Date set forth above and to pay interest as provided in this Bond.

Additional provisions of this Bond are set forth on the following pages of this Bond.

All acts, conditions and other matters required to exist, to happen and to be performed, precedent to and in the issuance of this Bond, do exist, have happened and have been performed in due time, form and manner as required by law, the Bond Law and the Refunding Law.

Date of Authentication: [August] [21], 2025

U.S. BANK TRUST COMPANY ,
NATIONAL ASSOCIATION ., as Trustee
certifies that this is one of the Bonds referred
to in the Master Indenture and Sixth
Supplemental Indenture

By
Authorized Signatory

CITY OF BAKERSFIELD, CALIFORNIA

By
Mayor
Attest:

By:

Clerk of the City

1. Master Indenture; Sixth Supplemental Indenture. The City has entered into a Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”), with U.S. Bank Trust Company, National Ass ociation (as successor to U.S. Bank National Association), as trustee (the “Trustee”). Such Master Indenture provides that the City may issue bonds and incur other indebtedness under the terms and conditions set forth in the Master Indenture and Supplemental Indentures. All bonds and other indebtedness issued thereunder and secured thereby are collectively referred to herein as “ Bonds.” All capitalized terms not defined herein shall have the meanings set forth in the Master Indenture and the hereinafter defined Sixth Supplemental Indenture.

This Bond is part of a series of Bonds of the City issued under the Master Indenture and the Sixth Supplemental Trust Indenture, dated as of [August] 1, 2025 (the “Sixth Supplemental Indenture”), by and between the City and the Trustee a nd authorized by Resolu tion No. [___-

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2025] adopted by the City Council of the City on [July 23, 2025]. The series of Bonds of which this Bond is a part is being issued in the original principal amount of $[PAR] and is designated as City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”). [The City has previously issued the City of Bakersfield, California Wastewater Revenue Refun ding Bonds , Series 20 15A in the original principal amount of $145,500,000 (the “ Series 20 15A Bonds”). The City has previously issued the City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2020A, in the aggregate principal amount of $10,525,000, a portion of which was used to currently ref und and defease a portion of the Series 2015A Bonds outstanding at such time. The 2025A Bonds are being issued to refund and defease all of the remaining outstanding Series 2015A Bonds. After the issuance of the 2025A Bonds, the Series 2015A Bonds will b e fully defeased and no longer be outstanding.]
The Master Indenture also provides for the incurrence of additional debt, including the issuance of additional Bonds, to be secured under the Master Indenture equally and ratably with the Series 2020A Bonds and the Series 2025A Bonds.

This Bond is being issued with a pledge of and lien on Net Revenues on a parity with any additional Bonds issued on a parity with the [Series 2025A Bonds, the Series 2020A Bonds [and the Series 2015A Bonds (that remain outstanding after the issuance of the Series 2025A Bonds)], under the terms and provisions of the Master Indenture.

The terms of the Series 2025A Bonds include the terms set forth in the Master Indenture and the Sixth Supplemental Indenture . Bondholders are refer red to the Master Indenture , as amended and supplemented from time to time, and the Sixth Supplemental Indenture , as amended and supplemented from time to time, for a statement of those terms and fo r the meanings of any defined terms not defined herein.

2. Source of Payments . The Series 2025A Bonds are, as provided in the Master Indenture and the Sixth Supplemental Indenture , together with all other Bonds, secured by and payable from, the Net Revenues, as described below and as defined in the Master Indenture. The Master Indenture pledges the Net Revenues to secure payment of all Bonds issued under the Master Indenture.

The term “Net Revenues” is defined in the Master Indenture to mean, for any Fiscal Year, the Revenues for such Fiscal Year, less the Operation and Maintenance Costs for such Fiscal Year.

Net Revenues also include s such additional sources of revenue, if any, subsequently pledged by the City to pay the Bonds. The City is not required to provide for the payment of the Bonds from any other source.

3. Interest Rate. This Bond shall bear interest until the Maturity Date at the rate shown on the first page of this Bond. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the rate on this Bond on the day before the default occurred.

Interest on this Bond shall be calculated on the basis of a year of 360 days and twelve 30-day months.

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4914-2908-9852.3

4. Interest Payment and Record Dates. Interest hereon will be due and payable on [March] 15, 20 26 and each [March] 15 and [September] 15 thereafter and will be paid to the party who is the owner hereof on the Record Date for such payment. The Record Date for a March 15 payment is the preceding March 1, and the Record Date for a September 15 payment is the preceding September 1. If this Bond is not a Book -Entry Bond, as defined in the Sixth Supplemental Indenture, interest hereon will be paid by check mailed to the holder’s registered address, and, if this Bond is a Book -Entry Bond, as defined in the Sixth Supplemental Indenture, interest will be paid as provided in Section 2.0 3 of the Sixth Supplemental Indenture . Interest will be paid in lawful money of the United States that at the time of payment is legal tender fo r payment of public and private debts or by checks or wire transfer payable in such money.

5. Payment of Principal. Payment of principal of Series 2025A Bonds will be paid at maturity upon surrender of such Bonds to the Trustee or its agent except that with respect to Series 2025A Bonds which are Book -Entry Bonds, the Trustee may make other agreements for payment of principal. Principal will be paid in lawful money of the United States that at the time of payment is legal tender for payment of public and private debts or by checks or wire transfer payable in suc h money. If any payment on the Series 2025A Bonds is due on a non -Business Day, it will be made on the next Business Day, and no interest will accrue as a result.

6. No Redemption of Series 2025A Bonds . The Series 2025A Bonds are not subject to redemption prior to maturity.

7. Denominations; Transfer; Exchange. The Series 2025A Bonds are available in denominations of $5,000 of original principal amount and integral multiples thereof. A holder may transfer or exchange Series 2025A Bonds in accordance wit h the Master Indenture and the Sixth Supplemental Indenture. The Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Master Indenture.

8. Persons Deemed Owners. The registered owner of this Bond shall be treated as the owner of it for all purposes.

9. Unclaimed Money . If money for the payment of principal or interest remains unclaimed for two years, the Trustee will pay the money to or for the account of the City. After that, holders entitled to the money must look only to the City and not to the Trustee for payment.

10. Discharge Before Maturity. If the City at any time deposits with the Trustee money, Government Obligations or obligations described in item (b ) of the definition of Permitted Investments as described in the Master Indenture sufficient to pay at maturity principal of and interest on the outstanding Series 2025A Bonds, and if the City also pays all other sums then payable by the City under the Master Indenture, the Master Indenture will be discharged.

After discharge, Bondholders must look only to the deposited money and securities for payment.

If the City at any time deposits with the Trustee money , Government Obligations or obligations described in item (b ) of the definition of Permitted Investments as described in the Master Indenture sufficient to pay at maturity, principal of and interest on all or any port ion of the outstanding Series 2025A Bonds, such Series 2025A Bonds, with respect to which the deposit

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4914-2908-9852.3
was made, shall no longer be deemed to be outstanding and shall no longer be secured by the Master Indenture except to the extent of the funds set aside therefor.

11. Amendment, Supplement, Waiver . The Master In denture, the Sixth Supplemental Indenture and the Series 2025A Bonds may be amended or supplemented, and any past default or compliance with any provision may be waived, as provided in the Master Indenture. Any consent given by the owner of this Bond shall bind any subsequent owner of this Bond or any Bond delivered in substitution for this Bond.

12. Defaults and Remedies . The Master Indenture provides that the occurrences of certain events constitute Events of Default. If an Event of Default occurs and is continuing, the Trustee may exercise the remedies set forth in the Master Indenture. Under no circumstances does an Event of Default grant any right to accelerate payment of this Bond. An Event of Default and its consequences may be waived as provided in the Master Indenture and the Sixth Supplemental Indenture. Bondholders may not enforce the Master Indenture or this Bond except as provided in the Master Indenture and the Sixth Supplemental Indenture . The Trustee may refuse to enforce the Master Indenture or this Bond unless it receives indemnity satisfactory to it.

Subject to certain limitations, holders of a majority of the principal amount of the Series 2025A Bonds (determined in accordanc e with the terms of the Master Indenture and the Sixth Supplemental Indenture) may direct the Trustee in its exercise of any trust or power.

13. No Recourse Against Others . No member, director, officer or employee of the City shall have any personal liability for any obligations of the City under this Bond, the Master Indenture or the Sixth Supplemental Indenture or for any claim based on such obligations or their creation or be subject to any personal liability or accountability by reason of the issuance thereof.

Each Bondholder, by accepting this Bond, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Bond.

14. Authentication. This Bond shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on the second page of this Bond.

15. Abbreviations. Customary abbreviations may be used in the name of a Bondholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorsh ip and not as tenants in common), CUST (= Custodian), U/G/M/A (= Uniform Gifts to Minors Act) and U/T/M/A (= Uniform Transfers to Minors Act).

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4914-2908-9852.3
[FORM OF ASSIGNMENT]
I or we assign and transfer to
Insert social security or other
identifying number of assignee
[ ]
[ ]

(Print or type name, address and zip code of assignee) this Bond and irrevocably appoint

agent to transfer this Bond on the books of the City. The agent may substitute another to act for him.

Dated:

Signed
(Sign exactly as name appears on the face of this Bond) Signature guaranteed:
(NOTE: Signature(s) guarantee should be made by a
guarantor institution participating in the Securities
Transfer Agents Medallion Program or such other
guarantee program acceptable to the Trustee.)

4914-2908-9852.3

EXHIBIT B

DEBT SERVICE SCHEDULE
$[PAR]
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2025A Bonds

Date Principal Interest Total
3/15/2026 $— $[∙] $[∙]
9/15/2026 [∙] [∙] [∙]
3/15/2027 — [∙] [∙]
9/15/2027 [∙] [∙] [∙]
3/15/2028 — [∙] [∙]
9/15/2028 [∙] [∙] [∙]
3/15/2029 — [∙] [∙]
9/15/2029 [∙] [∙] [∙]
3/15/2030 — [∙] [∙]
9/15/2030 [∙] [∙] [∙]
3/15/2031 — [∙] [∙]
9/15/2031 [∙] [∙] [∙]
Total $[PAR].00 $ $

4914-2908-9852.3

EXHIBIT C

FORM OF SERIES 2025ACOSTS OF ISSUANCE FUND REQUISITION
Requisition No. __________
To: U.S. Bank Trust Company, National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust Services
Re: Requisition of Funds from City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A Costs of Issuance Fund
The amount requisitioned: $
Payment to be made to:

Manner in which payment is to be made:

Description of Costs of Issuance:

The undersigned, the Finance Director to the City, within the meaning of the Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”), by and between the City of Bakersfield, California (the “ City”) and U.S. Bank Trust Company, National Association , successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), and the Sixth Supplemental Trust Indenture , dated as of [August] 1, 2025 (the “ Sixth Supplemental Indenture”), by and between the City and the Trustee, hereby requisitions the amount set forth above and directs that such amount be paid to the party set forth above from funds held in the City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A Costs of Issuance held under the Sixth Supplemental Indenture and directs that payment be made in the manner described above.

The amount to be paid represents Costs of Issuance associated with the issuance of the Series 2025A Bonds (as defined in the Sixth Supplemental Indent ure) and the amounts requisitioned from the Series 2025 A Costs of Issuance Fund, hereby, will be expended only in accordance with and subject to the limitations set forth in the Tax Compliance Certificate, dated [August] [21], 2025, relating to the Series 2025A Bonds. Capitalized terms not otherwise defined herein shall have the applicable meanings in the Master Indenture and the Sixth Supplemental Indenture.

Dated: .

By
Finance Director

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EXHIBIT D
Refunded Series 2015A Bonds
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2015A Bonds

Maturity Date
Principal
to be
Paid/Redeemed
Redemption
Price

Redemption
Date
CUSIP
Number
9/15/2025* $ 9,365,000 — — 05753P CC4
9/15/2026 9,885,000 100% [September 25], 2025 05753P CD2 9/15/2027 10,405,000 100 [September 25], 2025 05753P CE0 9/15/2028 11,030,000 100 [September 25], 2025 05753P CF7 9/15/2029 11,595,000 100 [September 25], 2025 05753P CG5 9/15/2030 12,195,000 100 [September 25], 2025 05753P CH3 9/15/2031 4,265,000 100 [September 25], 2025 05753P CJ9

* The Refunded Series 2015A Bonds maturing on September 15, 2025, are being defeased to the stated maturity date of September 15, 2025.

HDW Draft: 7/7/2025
1 3987351.6 048274 AGMT
$[Par Amount]

CITY OF BAKERSFIELD, CALIFORNIA
WASTEWATER REVENUE REFUNDING BONDS, SERIES 2025A

BOND PURCHASE AGREEMENT

August [6], 2025
City of Bakersfield
1600 Truxtun Avenue
Bakersfield, California

Ladies and Gentlemen:

BofA Securities, Inc. (the “Underwriter”) hereby offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with the City of Bakersfield, a charter city duly organized and validly existing un der and pursuant to the laws of the State of California (the “ Issuer”), whereby the Underwriter will purchase and the Issuer will sell the Bonds (as defined and described below). The Underwriter is making this offer subject to the acceptance by the Issuer at or before 5:00 P.M., Pacific Daylight Time, on the date hereof. If the Issuer accepts this Purchase Agreement, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall bind both the Issuer and the Underwriter. The Underwriter may withdraw this Purchase Agreement upon written notice delivered by the Underwriter to the [Finance Director] of the Issuer at any time before the Issuer accepts this Purchase Agreement. Terms used but not defined in this Purchase Agreement are defined in the Indenture (as defined below).

1. PURCHASE AND SALE.

Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the following bonds: City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “Bonds”), at the purchase price of $______________, representing the aggregate principal amount of the Bonds of $[Par Amount], less an Underwrit er’s discount of $____________ plus [net] original issue premium of $____________ . The Underwriter agrees to make an initial public offering of the Bonds at a price or prices described in Schedule I hereto; pro vided, however, the Underwriter reserves the right to change such initial public off ering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds (but in all cases subject to the requirements of Section 4 hereof), and may offer and sell the Bonds to certain dealers, unit investment trusts and money market funds, certain of which may be sponsored or managed by the Underwriter at prices lower than the public offering prices or yields greater than the yields set forth therein (but in all cases subject to the requirements of Section 4 hereof).

The Issuer acknowledges and agrees that: (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B of the Securities Exchange Act, as amended, (ii) the

2 3987351.6 048274 AGMT
primary role of the Underwriter, as an Underwriter, is to purchase securities, for resale to investors, in an arm’s length commercial transaction between the Issuer and the Underwriter and the Underwriter has financial and other interests that differ from those of the Issuer; (iii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussio ns, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iv) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (v) the Issuer has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate.

2. DESCRIPTION AND PURPOSE OF THE BONDS.

The Bonds have been authorized pursuant to Section 33.3 of the Charter of the Issuer, the terms of Chapter 3.55 of the Municipal Code of the Issuer which incorporated certain provisions of the Revenue Bond Law of 1941 (section 54300 et. seq. of the California Government Code) and certain provisions of the laws of the State of California (the “ State”) (including Section 53580 et seq. of the Government Code of the State) (collectively, the “ Act”), Resolution N o. [______], adopted by the City Council of the Issuer on July [23], 2025 (the “Authorizing Resolution”), and a Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”) by and between the Issuer and U.S. Bank Trust Company, National Association (“USBank”) (as successor in interest to U.S. Bank National Association) (the “ Trustee”), as supplemented by a Sixth Supplemental Trust Indenture (the “ Sixth Supplemental Indenture ”) dated as of [ August] 1, 2025 (the Master Indenture, as supplemented by the Sixth Supplemental Indenture being collectively referred to as the “Indenture”).

The proceeds of the sale of the Bonds will be used to (i) current refund and defease [all / a portion] of the outstanding City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2015A (the “ Refunded Bonds”), and (ii) pay certain costs of issu ance associated with the Bonds.

The Bonds will be secured under the provisions of the Act and the Indenture. The Bond s shall mature in the years, bear interest, be purchased at the prices and in the amounts, all as set forth in Schedule I attached hereto. The Authorized Denominations, Record Dates, Interest Payment Dates, and other details and particulars of the Bonds shall be as described in the Indenture and the Official Statement (as defined below) of the Issuer.

3. DELIVERY OF THE OFFICIAL STATEMENT AND OTHER DOCUMENTS. (a) The Issuer has approved and delivered or caused to be delivered to the Underwriter copies of the Preliminary Official Statement dated July [___], 2025 which, including the cover page and all appendices thereto, is herein referred to as the “ Preliminary Official Statement.” It is acknowledged by the Issuer that the Underwriter may deliver the Preliminary Official Statement and a final Official Statement (as hereinafter defined) electronically over the internet and in printed paper form. The Issuer deems the Preliminary Official Statement final as

3 3987351.6 048274 AGMT
of its date and as of the date hereof for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“ Rule 15c2 -12”), except for any information which is permitted to be omitted therefrom in accordance with paragraph (b)(1) of Rule 15c2-12. (b) Within seven (7) business days from the date hereof, and in any event not later than two (2) business days before the Closing Date (as defined herein), the Issuer shall deliver to the Underwriter a final Official Statement relating to the Bonds dated the date hereof (such Official Statement, including the cover page, and all appendices attached thereto, together with all information previously permitted to have been omitted by Rule 15c2 -12 and any amendments or supplements and statements incorporated by reference therein or atta ched thereto, as have been approved by the Issuer, Bond Counsel, Disclosure Counsel and the Underwriter, is referred to herein as the “ Official Statement ”) and such additional conformed copies thereof as the Underwriter may reasonably request in sufficient quantities to comply with Rule 15c2-12, rules of the MSRB and to meet potential customer requests for copies of the Official Statement. The Underwriter agrees to file a copy of the Official Statement, including any amendments or supplements thereto prepared by the Issuer, with the MSRB on its Electronic Municipal Markets Access (“EMMA”) system. The Official Statement shall be executed by and on behalf of the Issuer by an authorized officer of the Issuer. The Official Statement shall be in substantially t he same form as the Preliminary Official Statement and, other than information previously permitted to have been omitted by Rule 15c2 -12, the Issuer shall only make such other additions, deletions and revisions in the Official Statement which are approved by the Underwriter. The Issuer hereby agrees to deliver to the Underwriter an electronic copy of the Official Statement in a form that permits the Underwriter to satisfy its obligations under the rules and regulations of the MSRB and the U.S. Securities and Exchange Commission (“SEC”) including in a word-searchable .pdf format including any amendments thereto. The Issuer hereby ratifies, confirms and consents to and approves the use and distribution by the Underwriter before the date hereof of the Prelimin ary Official Statement and hereby authorizes and consents to the use by the Underwriter of the Official Statement and the Indenture in connection with the public offering and sale of the Bonds. (c) In order to assist the Underwriter in complying with Rule 15c2 -12, the Issuer will undertake, pursuant to the Continuing Disclosure Certificate, dated the Closing Date (the “ Disclosure Certificate ”), to provide annual financial information and notices of the occurrence of specified events. A description of the Disclosure Certificate is set forth in, a nd a form of such agreement is attached as an appendix to, the Preliminary Official Statement and the Official Statement.

4. ESTABLISHMENT OF ISSUE PRICE.
(a) The Underwriter agrees to assist the Issuer in establishing th e issue price of the Bonds and shall execute and deliver to the Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. [All actions to be taken by the Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Issuer by Fieldman, Rolapp & Associates, Inc., as the Issuer’s

4 3987351.6 048274 AGMT
municipal advisor (the “Municipal Advisor”) and any notice or report to be provided to the Issuer may be provided to the Municipal Advisor.]
(b) [Except as otherwise set forth in Schedule I attached hereto,] the Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue until the earlier of the date upon which (i) the 10% test has been satisfied as to the Bonds of that maturity or maturities, or (ii) the Closing Date. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedu le I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shal l apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “ hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial of fering price to the public.

The Underwriter will advise the Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any third -party distribution agreement relating to the initial sale of the Bonds to the publ ic, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds

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of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, and
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker - dealer, the Underwriter shall assume that each order submitted by the dealer or broker -dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third - party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds o f that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Issuer acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with t he hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who i s a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such

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term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation an d the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date of execution of this Purchase Agreement by all parties.

5. REPRESENTATIONS. The Issuer rep resents to and agrees with the Underwriter that as of the date hereof:
(a) The Issuer is a charter city duly organized and validly existing, with full legal right, power and authority to issue, sell and deliver the Bonds to the Underwriter pursuant to the Indenture, and execute, deliver and perform its obligations, as the case may be, under this Purchase Agreement, the Indenture, the Bonds, the Escrow Agreement, dated [Closing Date] (the “Escrow Agreement ”), by and between the Issuer and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as Trustee and escrow agent (the “Escrow Agent”), and the Disclosure Certificate (collectively, the “Legal Documents”) and to perform and consummate all obligations and transactions required or contemplated by each of the Legal Documents and the Official Statement.
(b) The Authorizing Resolution approving and authorizing the execution and delivery by the Issuer of the Legal Documents and the offerin g, issuance and sale of the Bonds upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the City Council of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed.

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(c) The Indenture and the Bonds conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement and the Bonds, when duly issued and authenticated in accordance with the Indenture and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Indenture and payable from the sources therein specified. (d) The Issuer has executed and delivered, or will execute and deliver on or before the Closing Date, each of the Legal Documents. Each of the Legal Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. Each of the Legal Documents has been exe cuted and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(e) The Issuer is not in any material res pect in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined below), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Autho rizing Resolution, the issuance, delivery and sale of the Bonds and the execution and delivery of the Legal Documents and compliance with and performance of the Issuer’s obligations therein and herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any such applicable constitutional provision, law, administrative regulation or any Material Judgment or Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer (except as described in or contemplated by the Legal Documents and the Preliminary Official Statement an d the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject (including, without limitation, the Act, the Authorizing Resolution and the Legal Documents).
(f) All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body having jurisdiction which would constitute a condition precedent to the performance by the Issuer of its obligations hereunder and unde r the Legal Documents have been obtained; provided, that the Issuer makes no representations as to any approvals, consents or other actions which may be necessary to qualify the Bonds for offer and sale under Blue Sky or other state securities laws or regulations. (g) Any certificates executed by any officer of the Issuer and delivered to the Underwriter pursuant hereto or in connection herewith shall be deemed a representation and warranty of the Issuer as to the accuracy of the statements therein made.

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(h) Between the date hereof and the time of the Closing, the Issuer shall not, without the prior written consent of the Underwriter, offer or issue in any material amount any bonds, notes or other obligations for borrowed money, or incur any material liabilities, di rect or contingent, except in the course of normal business operations of the Issuer or except for such borrowings as may be described in or contemplated by the Preliminary Official Statement and the Official Statement.
(i) The financial statements of the Issu er as of June 30, 2023 fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Issuer as of the dates and for the periods therein set forth. Except as disclosed in the Preliminary Official Statement and the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the Issuer or in its operations since June 30, 2023 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(j) Except for information which is permitted to be omitted pursuant to Rule 15c2-12(b)(1), the Preliminary Official Statement (excluding therefr om the information relating to DTC and its book -entry only system, under the captions “UNDERWRITING” and in Appendix E – “BOOK ENTRY SYSTEM” , as to which no representations or warranties are made), as of its date and as of the date hereof was and is true a nd correct in all material respects and did not and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(k) The Official Statement is, as of its date and at all times after the date of the Official Statement (excluding therefrom the information relating to DTC and its book -entry only system, under the captions “UNDERWRITING” and in Appendix E – “BOOK ENTRY SYSTEM”, as to which no representations or warranties are made) up to and including the Closing Date will be, true and correct in all material respects and will not contain any untrue or misleading statement of a material fact or omit to s tate any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If the Official Statement is supplemented or amended, at the time of each supplement or amendment thereto and (un less subsequently again supplemented or amended) at all times subsequent thereto up to and including that date that is 25 days from the “end of the underwriting period” (as defined in Rule 15c2 -12), the Official Statement as so supplemented or amended will be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (m) If between the date hereof and the end of the underwriting period, any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter thereof, and if, in the reasonable opinion of the Issuer or the Underwriter, following consultation with the other party thereto, such event requires

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the preparation and publication of a supplement or amendment to the Official Statement, the Issuer shall promptly (and in any event before the Closing) prepare and furnish (at the expense of the Issuer) a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance satisfactory to the Underwriter.
(n) Except as described in the Preliminary Official Statement and Official Statement, no litigation, proceeding or official investigation of any governmental or judicial body is pending against the Issuer or against any other party of which the Issuer has notice or, to the knowledge of the Issuer, threatened against the Issuer: (i) seeking to restrain or enjoin the issuance, sale or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity or binding effect of any of the Legal Documents, (iii) which is in any way contesting the creation, existence, powers or jurisdiction of the Issuer or the validity or effect of the Indenture or any provision thereof or the application of the proceeds of the Bonds, (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or (v) which, if adversely determined, could materially adversely affect t he financial position or operating condition of the Issuer or the transactions contemplated by the Preliminary Official Statement and Official Statement or any of the Legal Documents. The Issuer shall advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds. (o) Except as disclosed in the Preliminary Official Statement and the Official Statement, d uring the last five years, the Issuer has not failed to materially comply with any previous undertaking relating to continuing disclosure of information pursuant to Rule 15c2-12. (p) The Issuer, to the best of its knowledge, has never been and is not in default in the payment of principal of, premium, if any, or interest on, or otherwise is not nor has it been in default with respect to, any bonds, notes, or other obligations payable from Net Revenues which it has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest.

All representations, warranties and agreements of the Issuer shall remain operative and in full force and effect, regardless of any investigations made by the Underwriter or on the Underwriter’s behalf, and shall survive the delivery of the Bonds.

6. CLOSING.

At [8:00] A.M., Pacific Daylight Time, on August [21], 2025, or at such other time or date as the Underwriter and the Issuer may mutually agree upon as the date and time of the Closing (the “Closing Date”), the Issuer will deliver or cause to be delivered to the Underwriter, at the offices of Kutak Rock LLP (“Bond Counsel”), Irvine, California, or at such other place as the Underwriter and the Issuer may mutually agree upon, the Bonds, through the facilities of The Depository Trust Company, New York, New York (“ DTC”), duly executed and authenticated, and the other documents specified in Section 7. At the Closing, (a) upon satisfaction of the conditions herein specified, the Underwriter shall accept the delivery of the Bonds, and pay the purchase price therefor in federal funds payable to the order of the Trustee for the account of the Issuer and (b) the

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Issuer shall deliver or cause to be delivered the Bonds to the Underwriter through the facilities of DTC in definitive or temporary form, duly executed by the Issuer and in the authorized denominations as specified by the Underwriter at the Closing and the Issuer shall deliver the other documents hereinafter mentioned. The Bonds shall be made available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection.

7. CONDITIONS PRECEDENT.

The Underwriter has entered into this Purchase Agreement in reliance upon the representations and agreements of the Issuer contained herein and the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to the following further conditions:
(a) The representations of the Issuer contained herein shall be true, complete and correct in all material respects on the date of acceptance hereof and on and as of the Closing Date.
(b) At the time of the Closing, the Official Statement, the Authorizing Resolution and the Legal Documents shall be in full force and effect and shall not have been amended, modified or supplemented except as may have bee n agreed to in writing by the Underwriter.
(c) The Issuer shall perform or have performed all of its obligations required under or specified in the Authorizing Resolution, the Legal Documents and the Official Statement to be performed at or prior to the Closing.
(d) The Issuer shall have delivered to the Underwriter final Official Statements by the time, and in the numbers, required by Section 3 of this Purchase Agreement. (e) As of the date hereof and at the time of Closing, all necessary official action of the Issuer relating to the Legal Documents and the Official Statement shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect.
(f) After the date hereof, up to and including the time of the Closing, there shall not have occurred any change in or particularly affecting the Issuer, the Act, the Authorizing Resolution, the Legal Documents or the Net Revenues as the foregoing matters are described in the Preliminary Official Statement and the Official Statement, which in the reasonable judgment of the Underwriter materially impairs the investment quality of the Bonds. (g) At or prior to the Closing, the Underwriter shall receive the following documents (in each case with only such changes as the Underwriter shall approve):
i. The approving opinion(s) of Bond Counsel relating to the Bonds, dated the Closing Date, substantially in the form attached as Appendix [D] to the Official Statement, and, if not otherwise directly addressed to the

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Underwriter, a reliance letter with respect thereto addressed to the Underwriter;
ii. The supplemental opinion of Bond Counsel, addressed to the Underwriter, dated the Closing Date, in substantially the form of Exhibit B; iii. A letter, dated the Closing Date and addressed to the Underwriter, from Best Best & Krieger LLP, Disclosure Counsel, in substantially the form of Exhibit C;
iv. The opinion of the City Attorney of the Issuer, dated the date of the Closing and addressed to the Underwriter, in substantially the form of Exhibit D; v. The opinion of Dorsey & Whitney LLP, counsel to the Trustee and Escrow Agent, dated the date of the Closing and addressed to the Underwriter, to the effect that:

1. USBank is a national banking association duly organized, validly existing and in good standing under the laws of the United States having full power and authority and being qualified to enter into, accept and administer the trust created under the Indenture and the other Legal Documents to which it is a party and to enter int o such Indenture and other Legal Documents;

2. The Legal Documents to which it is a party have been duly authorized, executed and delivered by USBank and constitute the legal, valid and binding obligations of USBank enforceable against USBank in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought;

3. The execution, delivery and performance of the Indenture and the other Legal Documents to which USBank is a party will not conflict with or cause a default under any law, ruling, agreement, administrative regulation or other instrument by which USBank is bound;

4. All authorizations and approvals required by law and the articles of association and bylaws of USBank in order for USBank to execute and deliver and perform its obligations under the Indenture and the other Legal Documents to which it is a par ty have been obtained; and

5. No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or

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body, is pending or threatened in any way affecting the existence of USBank or the titles of i ts directors or officers to their respective offices, or seeking to restrain or enjoin the issuance, sale or delivery of the Bonds or the application of proceeds thereof in accordance with the Indenture, or in any way contesting or affecting the Bonds or the Indenture or the other Legal Documents to which USBank is a party;
vi. The opinion of Hawkins Delafield & Wood LLP, counsel to the Underwriter, dated the date of the Closing and addressed to the Underwriter, and covering such matters as the Underwriter may reasonably request;

vii. A certificate, dated the Closing Date, signed by the Finance Director of the Issuer to the effect that: (a) the representations and agreements of the Issuer contained herein are true and correct in all material respects as of the date of the Closing; (b) the Legal Documents have been duly authorized and executed and are in full force and effect; (c) except as described in the Preliminary Official Statement as of its date and as of the date hereof and the Official Statement, no litigation is pending or, to his or her knowledge, threatened (i) seeking to restrain or enjoin the issuance or delivery of any of the Bonds, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Authorizing Resolution or any Legal Document, (iii) in any way contesting the creation, existence or powers of the Issuer or the validity or effect of the Act or any provision thereof or the application of the proceeds of the Bonds, or (iv) which, if adver sely determined, could materially adversely affect the financial position or operating condition of the Issuer or the transactions contemplated by the Preliminary Official Statement as of its date and as of the date hereof and the Official Statement as of its date and as of the Closing Date or any Legal Document; and (d) the Official Statement (other than the information concerning DTC and the book -entry system or under the captions “UNDERWRITING” and in Appendix E – “Book-Entry System) is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

viii. A certificate, dated the Closing Date, signed by the Finance Director of the Issuer, in form and substance satisfactory to the Underwriter, to the effect that (i) the financial statements of the Issuer as of June 30, 2023 fairly represents the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Issuer as of the dates and for the periods therein set forth and (ii) except as disclosed in the

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Preliminary Official Statement and the Official Statement, since June 30, 2023, no materially adverse change has occurred, or any development involving a prospective material change, in the financial position or results of operations of the Issuer and the Issuer has n ot incurred since June 30, 2023, any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Preliminary Official Statement and the Official Statement;

ix. Executed or certified copies of the Indenture;

x. Executed or certified copies of each other Legal Document;

xi. A Tax Certificate of the Issuer, in form satisfactory to Bond Counsel, executed by such officials of the Issuer as shall be satisfactory to the Underwriter;

xii. A certified copy of the Authorizing Resolution;

xiii. Evidence satisfactory to the Underwriter that the Bonds have been rated [____] by S&P Global Ratings (“S&P”);

xiv. A Verification Report issued by Causey Public Finance, LLC, satisfactory to the Issuer and Bond Counsel;

xv. A defeasance opinion of Bond C ounsel, dated the date of Closing, with respect to the Refunded Bonds;

xvi. Evidence of required filings with the California Debt and Investment Advisory Commission (“CDIAC”);

xvii. A certificate of an authorized officer of USBank, as T rustee and Escrow Agent, dated as of the Closing Date, to the effect that: (a) USBank is a national banking association organized and existing under and by virtue of the laws of the United States, having the full power and being qualified to enter into and perform its duties under the Indenture and the Escrow Agreement and to authenticate and deliver the Bonds to the Underwriter; (b) USBank is duly authorized to enter into the Indenture and the Escrow Agreement and to authenticate and deliver the Bonds to the Underwriter pursuant t o the Indenture; (c) when delivered to and paid for by the Underwriter at the Closing, the Bonds will have been duly authenticated and delivered by USBank; (d) the execution and delivery of the Indenture and the Escrow Agreement and compliance with the pro visions on USBank’s part contained therein, will not conflict with or constitute a

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breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, note, resolution, agreement or other instrument to which USBank is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or blue sky laws or regulations), which conflict, breach or default would materially impair the ability of USBank to perform its obligations under the Indenture or the Escrow Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by USBank pursuant to the lien created by the Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instru ment, except as provided by the Indenture; and (e) to the best of the knowledge of USBank, it has not been served with any action, suit, proceeding, inquiry or investigation in law or in equity, before or by any court, governmental agency, public board or body, nor is any such action or other proceeding threatened against USBank, affecting the existence of USBank, or the titles of its officers to their respective offices or seeking to prohibit, restrain, or enjoining the execution and delivery of the Bonds or the collection of revenues to be applied to pay the principal, premium, if any, and interest with respect to the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Indenture or the Escrow Agreement, or contesting the powers of USBank or its authority to enter into, adopt or perform its obligations under any of the foregoing to which it is a party, wherein an unfavorable decision, ruling or funding would materially adversely affect the validity or enforceability of the Indenture or the power and authority of USBank to enter into and perform its duties under the Indenture or the Escrow Agreement and to authenticate and deliver the Bonds to or upon the order of the Underwriter;

xviii. Evidence that a Form 8038 -G relating to the Bonds has been executed by the Issuer and will be filed with the Internal Revenue Service (the “IRS”) within the applicable time limit:

xix. A copy of the Blue Sky Survey with respect to the Bonds;

xx. A copy of the Issuer’s executed Blanket Le tter of Representation s to The Depository Trust Company; and

xxi. Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter, counsel for the Underwriter or Bond Counsel may reasonably request to evidence compliance by the Issuer with

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legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the Issuer herein contained and the due performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer and all conditions precedent to the issuance of additional Bonds pursuant to the Indenture shall have been fulfilled.

8. TERMINATION.

If the Issuer shall be unable to satisfy the conditions of the Underwriter’s obligations contained in this Purchase Agreement or if the Underwriter’s obligations shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement may be cancelled by the Underwriter at, or at any time before, the time of the Closing. Notice of such cancellation shall be given by the Underwriter to the Issuer in writing, or by telephone confirmed in writing. The performance by the Issuer of any and all conditions contained in this Purchase Agreement for the benefit of the Underwriter may be waived by the Underwriter. (a) The Underwriter shall also have the right, before the time of Closing, to cancel its obligations to purchase the Bonds, by wri tten notice by the Underwriter to the Issuer, if between the date hereof and the time of Closing:
(i) Any event or circumstance occurs or information becomes known, which, in the reasonable judgment of the Underwriter, makes untrue any statement of a mater ial fact set forth in the Official Statement or results in an omission to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or
(ii) The market for the Bonds or the market prices of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds shall have been materially and adversely affected, in the reasonable judgment of the Underwriter, by:
(1) An amendment to the Constitution of the U nited States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of the State having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration (whether or not then introduced) by either such Committee by the staff of such Committee or by the staff of the joint Committee on Taxation of the Congress of the United States, or

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legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon revenues or other income of the general character to be derived by the Issuer or upon interest received on obligations of the general character of the Bonds which, in the reasonable judgment of the Underwriter, may have the purpose or effect, directly or, indirectly, of affecting the tax status of the Issuer, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by State of California legislation; or
(2) The declaration of war or engagement in or escalation of military hostilities by the United States or the occurrence of any other national emergency or calamity or terrorism affecting the operation of the government of, or the financial community in, the United States; or
(3) The declaration of a general banking moratorium by federal, New York or California authorities; or
(4) The occurrence of a major financial crisis, a material disruption in commercial banking or securitie s settlement or clearance services, or a material disruption or deterioration in the fixed income or municipal securities market; or (5) Additional material restrictions not in force or being enforced as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or (6) The general suspension of trading on any national securities exchange; or
(iii) Legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have been made or issued to the effect that the Bonds, other securities of the Issuer or obligations of th e general character of the Bonds are not exempt from registration under the 1933 Act, or that the Indenture is not exempt from qualification under the Trust Indenture Act; or
(iv) Any change in or particularly affecting the Issuer, the Act, the Authorizing Resolution, the Legal Documents or the Net Revenues as the foregoing matters are described in

17 3987351.6 048274 AGMT
the Preliminary Official Statement or the Official Statement, which in the reasonable judgment of the Underwriter materially impairs the investment quality of the Bonds; or (v) An order, decree or injunction of any court of competent jurisdiction, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, in cluding any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of any applicable law, rule or regulation, including (without limitation) any provision of applicable federal securities laws as amended and then in effect; or (vi) A stop order, ruling, regulation or official statement by the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, or the execution and delivery of any Legal Documents, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of any applicable law, rule or regulation, including (without limitation) any provision of applicable federal securities laws, including the 1933 Act, the Securities Exchange Act of 1934 or the Trust Indenture Act, each as amended and as then in effect; or
(vii) Any material adverse change or any development involving a prospective change in or affecting the business, properties or financial condition of the Issuer, except for changes which the Preliminary Official Statement and Official Statement discl oses are expected to occur.
(viii) Any litigation shall be instituted or be pending at the time of the Closing to restrain or enjoin the issuance, sale or delivery of the Bonds, or in any way contesting or affecting any authority for or the validity of the proceedings authorizing and approving the Act, the Authorizing Resolution, the Legal Documents or the existence or powers of the Issuer with respect to its obligations under the Legal Documents; or
(ix) A reduction or withdrawal by S&P of its assigned rat ing on the Bonds, or, as of the Closing Date, the failure by S&P to assign the rating of [____], to the Bonds.

9. AMENDMENTS TO OFFICIAL STATEMENT.

During the period commencing on the Closing Date and ending twenty-five (25) days from the end of the underwriting period, the Issuer shall advise the Underwriter if any event relating to or affecting the Official Statement shall occur as a result of which it may be necessary or appropriate to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser or “potential customer” (as defined for purposes of Rule 15c2 -12). If the Official Statement is supplemented or amended, at the time of each supp lement or amendment thereto and at all times subsequent thereto up to and including that date that is 25 days from the end of the “underwriting period” (as defined in Rule 15c2-12), the Official Statement as supplemented or amended will not contain any unt rue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall amend or supplement the Offici al Statement (in

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form and substance satisfactory to counsel for the Underwriter) so that the Official Statement will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

10. EXPENSES.

All expenses and costs of the Issuer incident to the performance of its obligations in connection with the authorization, issuance and sale of the Bonds to the Underwriter, including the costs of printing or reproduction of the Bonds, the Legal Documents and the Official Statement in reasonable quantities, fees of consultants, fees of rating agencies, advertising expenses, fees and expenses of the Trustee and its counsel and fees and expenses of counsel to the Issuer and Bond Counsel, shall be paid by the Issuer from the proceeds of the Bonds or other revenues of the Issuer.

The Issuer shall be solely responsible for and shall pay for any expenses incurred by the Underwriter on behalf of the Issuer’s employees and representatives which are incidental to implementing this Purchase Agreement, including, but not limited to, meals, transportation, lodging, and entertainment of those employees and representatives. All other ex penses and costs of the Underwriter incurred under or pursuant to this Purchase Agreement, including, without limitation, the cost of preparation and printing of any Blue Sky memorandum to be used by them, the cost of preparing this Purchase Agreement and other Underwriter documents, travel expenses and the fees and expenses of counsel to the Underwriter, shall be paid by the Underwriter (which may be included as an expense component of the Underwriter’s discount).

11. USE OF DOCUMENTS.

The Issuer hereby authorizes the Underwriter to use, in connection with the public offering and sale of the Bonds, this Purchase Agreement, the Preliminary Official Statement, the Official Statement and the Legal Documents, and the information contained herein and therein.

12. QUALIFICATION OF SECURITIES.

The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and to provide for the continuance of s uch qualification; provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.

13. NOTICES.

Any notice or other communication to be given to the Issuer under this Purchase Agreement may be given by delivering the same in writing to the Issuer’s [Finance Director] at the address set forth above , and any such notice or other communication to be given to the Underwriter may be given by d elivering the same in writing to BofA Securities, Inc., 555 California Street, Suite 610, San Francisco, California 94104, Attention: Holly Vocal.

14. BENEFIT.

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This Purchase Agreement is made solely for the benefit of the Issuer and the Underwriter (including their successors or assigns) and no other person, partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. Except as otherwise expressly provided herein, all of the agreements and representations of the Issuer contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of: (i) any investigation made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds hereunder; or (iii) any termination of this Purchase Agreement, other than pursuant to Section 8 (and in all events the agreements of the Issuer pursuant to Section 10 hereof shall remain in full force and effect notwithstanding the termination of this Pu rchase Agreement under Section 8 hereof).

15. GOVERNING LAW. This Purchase Agreement shall be deemed to be a contract under, and for all purposes shall be governed by, and construed and interpreted in accordance with, the laws of the State of California without regard to choice of law rules ; provided, however, that the obligations of the Underwriter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

HDW Draft: 7/7/2025

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16. MISCELLANEOUS.
(a) This Purchase Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements, prior writings and representations with respect thereto.
(b) This Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original hereof.

Very truly yours,
BOFA SECURITIES, INC.,
as Underwriter

By:________________________
Name:

Title:

Approved and Agreed to: ____________, 2025

CITY OF BAKERSFIELD
By:________________________
Name:

Title:

[SIGNATURE PAGE TO BOND PURCHASE AGREEMENT]

I-1
3987351.6 048274 AGMT

SCHEDULE I

MATURITY SCHEDULE AND

REDEMPTION PROVISIONS
$[Par Amount]

CITY OF BAKERSFIELD, CALIFORNIA
WASTEWATER REVENUE REFUNDING BONDS, SERIES 2025A

Maturity
(September
15)
Principal
Amount Interest Rate Price Yield
10% Test
Satisfied
(Y/N)

C Priced to call at par on _________.

3987351.6 048274 AGMT A-1

EXHIBIT A

$[Par Amount]

CITY OF BAKERSFIELD, CALIFORNIA
WASTEWATER REVENUE REFUNDING BONDS, SERIES 2025A

ISSUE PRICE CERTIFICATE
The undersigned, on behalf of BofA Securities, Inc. (“BofA Securities ”), hereby certifies as set forth below with respect to the sale and is suance of the above -captioned obligations (the “Bonds”).
[Select appropriate provisions below]

1. [Alternative 11 – All Maturities Use General Rule : Sale of the Bonds . As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.][Alternative 2 2 – Select Maturities Use General Rule : Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.]

2. Initial Offering Price of the [Bonds] [Hold-the-Offering-Price Maturities]. a) [Alternative 13 – All Maturities Use Hold-the-Offering-Price Rule: BofA Securities offered the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A co py of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.] [Alternative 2 4 – Select Maturities Use Hold -the-Offering-Price Rule : BofA Securities offered the Hold -the-Offering-Price Maturities to the Pu blic for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.]

b) [Alternative 1 – All Maturities use Hold-the-Offering-Price Rule: As set forth in the Bond Purchase Agreement, BofA Securities has agreed in writing that, (i) f or each Maturity of the Bonds, it would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during

1 If Alternative 1 is used, delete the remainder of paragraph 1 and all of paragraph 2 and renumber paragraphs accordingly.
2 If Alternative 2 is used, delete Alternative 1 of paragraph 1 and use each Alternative 2 in paragraphs 2(a) and (b).
3 If Alternative 1 is used, delete all of paragraph 1 and renumber paragraphs accordingly. 4 Alternative 2(a) of paragraph 2 should be used in conjunction with Alternative 2 in paragraphs 1 and 2(b).

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the Holding Period for such Maturity (the “hold-the offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. BofA Securities has not offered or sold any Maturity of the unsold Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] [Alternative 2 - Select Maturities Use Hold-the-Offering-Price Rule: As set forth in the Bond Purchase Agreement, BofA Securities has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering- price rule”), and (ii) any selling group agreement shall contain the agre ement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule. BofA Securities has not offered or sold any unsold Bonds of any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.]

3. Defined Terms.
[(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”]
[(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.”] [(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (August [6], 2025), or (ii) the date on which the BofA Securities has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] (d) Issuer means the City of Bakersfield.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (inclu ding an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is August [6], 2025.

3987351.6 048274 AGMT A-3
(h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only.

Nothing in this certificate represents BofA Securities’ interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Kutak Rock LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes , the preparation of Internal Revenue Service Form 8038[-G][-GC][-TC], and other federal income tax advice it may give to the Issuer from time to time relating to the Bonds. The representations set forth herein are not necessarily based on personal knowled ge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group.

BofA SECURITIES, INC.

By:

Name:

Title:

Dated: [ISSUE DATE]

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND

INITIAL OFFERING PRICES OF THE

HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)

3987351.6 048274 AGMT A-5

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

3987351.6 048274 AGMT B-1

EXHIBIT B

FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL

[Closing Date]
City of Bakersfield
Bakersfield, California
BofA Securities, Inc.

Los Angeles, California
$________

CITY OF BAKERSFIELD, CALIFORNIA

WASTEWATER REVENUE REFUNDING BONDS
SERIES 2025A
Ladies and Gentlemen:

We have acted as Bond Counsel in connection with the issuance and sale by the City of Bakersfield, California (the “ City”) of $ _______ aggregate principal amount of its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”). We are delivering this letter pursuant to Section 7(g)(ii) of the Bond Purchase Agreement, dated _______, 2025 (the “ Bond Purchase Agreement ”), by and between BofA Securities, Inc., and the City. All capitalized terms used herein and not defined shall have the meanings as set forth in the Bond Purchase Agreement.

In connection with the issuance of the Series 2025A Bonds and the opinions set forth below, we have examined the Master Trust Indenture, dated as of August 1, 2007 , (the “Master Trust Indenture”), by and between the City and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”); the Sixth Supplemental Trust Indenture, dated as of August 1, 2025 (the “Sixth Supplemental Indenture”), by and between the City and the Trustee; the Bond Purchase Agreement; the Escrow Agreement, dated August [21], 2025, by and between the City and the Trustee, as trustee and escrow agent; the Continuing Disclosure Certificate; the Tax Compliance Certificate, dated August [21], 2025 by the City; the Authorizing Resolution; the Final Official Statement (the “Official Statement”); and such other documents, instruments and materials as we deemed necessary to provide the opinions and conclusions set forth herein.

The opinions and conclusions expressed herein are based on an analysis of existing la ws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions or conclusions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person,

3987351.6 048274 AGMT B-2
whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof.

We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the City. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents referred to in the second paragraph hereof. We have further assumed compliance with all covenants and agreements contained in such documents.

In addition, we call attention to the fact that the rights and obligations under the Series 2025A Bonds, the Master Trust Indenture , the Sixth Supplemental Indenture, the Bond Purchase Agreement , the Escrow Agreement, the Con tinuing Disclosure Certificate, the Tax Compliance Certificate and the Authorizing Resolution and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, and to the exercise of judicial discretion in app ropriate cases. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum or waiver provisions contained in the foregoing documents.

From such examination we are of the opinion that:
(a) The Bond Purc hase Agreement, Continuing Disclosure Certificate and Escrow Agreement have each been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery by the other party thereto, each constitute a binding and enforceable obligation of the City.
(b) The Series 2025A Bonds are exempt from registration under Section (3)(a)(2) of the Securities Act of 1933, as amended, and the Master Trust Indenture and the Sixth Supplemental Indenture are exempt from qualification under the Trust Indenture Act of 1939, as amended. (c) The information in the Official Statement under the headings “INTRODUCTION,” “THE SERIES 2025A BONDS ,” “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2025A BONDS ” and “TAX MATTERS,” in “APPENDIX A —SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS” and in “APPENDIX D—FORM OF BOND COUNSEL OPINION,” excluding any materials that may be treated as included under such captions by cross reference, insofar as such statements expressly summarize certain provisions of the Series 2025A Bonds and the Master Trust Indenture, the Sixth Supplemental Indenture and Bond Counsel’s opinion concerning certain federal tax matters relating to the Series 2025A Bonds, are accurate in all material respects.

This letter is furnished by us as Bond Counsel. No attorney-client relationship has existed or exists between our firm and BofA Securities, Inc., in connection with the Series 2025A Bonds or by virtue of this letter. This opinion is issued to and for the sole b enefit of the addressees set forth above and is issued for the sole purpose of the transaction specifically referred to herein. No person other than the addressees set forth above may rely upon this opinion without our express prior written consent. This opinion may not be utilized by you for any other purpose whatsoever

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and may not be quoted by you without our express prior written consent. Our engage ment with respect to the Series 2025A Bonds has concluded with their issuance and delivery. We assume no obligation to review or supplement this opinion subsequent to its date, whether by reason of a change in the current laws, by legislative or regulatory action, by judicial decision or for any other reason.

Very truly yours,

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EXHIBIT C

FORM OF DISCLOSURE COUNSEL LETTER

__________, 2025
City of Bakersfield
Bakersfield, California

BofA Securities, Inc.

Los Angeles, California
Re: $____________ City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A
Ladies and Gentlemen:

We have acted as Disclosure Counsel to the City of Bakersfield, California (the “ City”) with respect to the issuance of the above captioned bonds (the “Bonds”). The Bonds are being issued pursuant to (i) the charter of the City, (ii) the City of Bakersfield Enterprise Revenue Bond Law, being Chapter 3.55 of the City’s Municipal Code (the “Bond Law”), which incorporates, to the extent made applicable by the Bond Law, the Revenue Bond Law of 1941, being Chapter 6 of Division 2 of Title 5 of the California Government Code, as amended, (iii) certain provisions of the laws of the State of California (the “State”) (including Section 53580 et seq. of the California Government Code (the “Refunding Law”)), (iv) a resol ution adopted by the City Council of the City on July [23], 2025 (the “Resolution”), and (v) a Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”), by and between the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a Sixth Supplemental Trust Indenture, dated as of August 1, 2025 (the “Sixth Supplemental Indenture,” and collectively with the Master Indenture, the “Indenture”), by and between the City and the Trustee . The Bonds ar e more fully described in the final Official Statement of the City dated August [6] , 2025 (the “Official Statement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Official Statement.

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

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

In our capacity as Disclosure Counsel, we have rendered certain legal advice and assistance to you in connection with the preparation of the Official Statement. Rendering such legal advice and assistance involved, among other things, discussions and inquiries concerning various legal

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matters, review of certain records, documents and proceedings, and participation in conferences with, among others, representatives of Bond Counsel, the City, the Municipal Advisor, and other consultants, at which conferences the contents of the Preliminary Official Statement relating to the Bonds dated July [___], 2025 (the “Preliminary Official Statement”) , the Official Statement and related matters were discussed.

On the basis of the information made available to us in the course of the foregoing (but without having undertaken to determine or verify independently, or assuming any responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement), no facts have come to the attention of the personnel in our firm directly involved in rendering legal advice and assistance to you in connection with the preparation of the Preliminary Official Statement and the Official Statement which cause us to believe that (a) as of its date and as of the date of pricing, the Preliminary Official Statement (excluding therefrom Appendices A, C, D, E and F; financial, demographic and statistical data; forecasts, projections, estimates, assumptions and expressions of opinions; statements relating to DTC, Cede & Co. and the operation of the book-entry system; statements relating to the treatment of the Bonds or the interest, discount or premium, if any, thereon or therefrom for tax purposes under the law of any jurisdiction; and statements contained in the Preliminary Official Statement under the caption “TAX MATTERS”; as to all of which we express no view) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such infor mation as is permitted to be excluded from the Preliminary Official Statement pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934, as amended, including but not limited to information as to pricing, yields, interest rates, maturities, amortization, redemption provisions, ratings, debt service requirements, underwriter’s discount and CUSIP numbers, or (b) as of its date or as of the date hereof, the Official Statement (excluding therefrom Appendices A, C, D, E and F; financial, demographic and st atistical data; forecasts, projections, estimates, assumptions and expressions of opinions; statements relating to DTC, Cede & Co. and the operation of the book-entry system; statements relating to the treatment of the Bonds or the interest, discount or pr emium, if any, thereon or therefrom for tax purposes under the law of any jurisdiction; and statements contained in the Official Statement under the caption “TAX MATTERS”; as to all of which we express no view) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

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

We are furnishing this opinion to you, as Disclosure Counsel to the City, solely for your benefit. No attorney-client relationship has existed or exists between our firm and the Underwriter in connection with the Bonds or by virtue of this letter. This opinion is rendered in connection with the transaction described herein, and may not be relied upon by you for any other purpose.

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This opinion s hall not extend to, and may not be used, circulated, quoted, referred to, or relied upon by, any other person, firm, corporation or other entity without our prior written consent.

Our engagement with respect to this matter terminates upon the delivery of this opinion to you at the time of the closing relating to the Bonds, and we have no obligation to update this opinion.

Respectfully submitted,

EXHIBIT D

FORM OF CITY ATTORNEY OPINION

[Letterhead of City Attorney]
________, 2025
To the Addressees set forth
on Schedule I attached hereto
$_________

CITY OF BAKERSFIELD, CALIFORNIA

WASTEWATER REVENUE REFUNDING BONDS,
SERIES 2025A
(Opinion of City Attorney)
Ladies and Gentlemen:

I am City Attorney to the City of Bakersfield, California (the “City”), a charter city organized and existing under the laws of the State of California (the “State”) and have served as such in connection with the issuance, sale and delivery of $_______ aggregate principal amount of its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”). In that connection, I have examined certain records reflecting the actions taken by the City pertaining to the authorization, execution and delivery of the following agreements (sometimes collectively referred to herein as the “City Documents”): the Master Trust Indenture, dated as of August 1, 2007 (the “Master Trust Indenture”), by and between the City and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), the Sixth Supplemental Trust Indenture, dated as of [August] 1, 2025 by and between the City and the Trustee, the Bond Purchase Agreement, dated [August 6], 2025 (the “Bond Purchase Agreement”), by and between the City and BofA Securities, Inc., as the underwriter (the “Underwriter”), the Escrow Agreement, dated August [21], 2025, by and between the City and U.S. Bank Trust Company, National Association, as trustee and escrow agent, and the Continuing Disclosure Certificate, dated as August [21], 2025, of the City. I have reviewed the City Documents, the Preliminary Official Statement, dated July [___], 2025 (the “Preliminary Official Statement”) relating to the above -captioned Series 2025A Bonds, the Official Statement, dated August [6] , 2025 (the “Official St atement”) relating to the above - captioned Series 2025A Bonds, Resolution No. ________, approving and authorizing the execution of the City Documents to which the City is a party and approving the Official Statement, adopted by the City Council of the City on July [23], 2025 (the “Resolution”), and such additional documents as I have deemed necessary to render this opinion. For purposes of this opinion, capitalized terms used herein and not defined have the meanings assigned to them in the Bond Purchase Agreement or the Master Trust Indenture.

Based upon the foregoing, I am of the opinion that:

1. The City is a charter city, duly organized and validly existing under the Constitution and the laws of the State.

2. The City has full legal power and lawful authority to enter into the City Documents and perform its covenants and agreements thereunder, including the pledge of Net Revenues as contemplated by the City Documents.

3. The City Documents have been duly authorized, executed and delivered, as applicable, by the Cit y and constitute the valid and binding agreements of the City enforceable against the City in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable pr inciples relating to or limiting creditor’s rights generally.

4. The Resolution of the City approving and authorizing the issuance and delivery of the Series 2025A Bonds, the execution and delivery of the City Documents and approving and authorizing the execu tion and delivery of the Preliminary Official Statement and the Official Statement, as applicable, was duly adopted at a meeting of the governing body of the City, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Resolution is in full force and effect and has not been modified, amended or rescinded.

5. Except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit or in vestigation at law or in equity before or by any court, governmental agency or body, pending and for which the City has been served or, to the best knowledge of such counsel, threatened against the City or the Enterprise, challenging the creation, organiza tion or existence of the City or the Enterprise, or the validity of the Resolution or the City Documents or seeking to restrain or enjoin the issuance and the delivery of the Series 2025A Bonds or the collection of the Net Revenues under the City Documents , or in any way contesting or affecting the validity of the Resolution or the City Documents or any of the transactions referred to therein or contemplated thereby or contesting the authority of the City to enter into or perform its obligations under any of the City Documents, or under which a determination adverse to the City would have a material adverse effect upon the financial condition or the revenues of the Enterprise, or which, in any manner, questions or affects the right or ability of the City to enter into the City Documents or affects in any manner the right or ability of the City to make debt service payments on the Series 2025A Bonds or otherwise perform its obligations under the City Documents.

6. Nothing has come to my attention which would lead me to believe that the Preliminary Official Statement, as of its date and as of the [Sale Date], or the Official Statement, as of its date and as of the date hereof (excluding, in both the Preliminary Official Statement and the Official Statement, the fin ancial and statistical data and forecasts included therein and information about The Depository Trust Company and its book -entry system as to which no opinion is expressed), contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

7. To the best of my knowledge after due inquiry, the City is not in breach of, and the adoption of the Resolution and execution and delivery by the City of the City Documents and its

compliance with the provisions of such City Documents do not and will not conflict with or breach or violate in any material respect, any applicable California constitutional, statutory or regulatory provision, or any agreement or instrument to which the City is a party or by which it is bound.

8. To the best of my knowledge after due inquiry, no authorization, approval, consent or other order of the State or any local agency of the State, other than such authorizations, approvals and consents which have been obtained, is required for the valid authorization, execution and delivery by the City of the City Documents and the authorization and distribution of the Preliminary Official Statement (provided that no opinion need be expressed as to any action required under state securities or Blue Sky laws in connection with the purchase of the Series 2025A Bonds by the Underwriter).

Very truly yours,

Virginia Gennaro
City Attorney, City of Bakersfield

3987351.6 048274 AGMT D-1

SCHEDULE I

City of Bakersfield
Bakersfield, California
Kutak Rock LLP
Denver, Colorado
U.S. Bank Trust Company, National Association
Los Angeles, California
BofA Securities, Inc.

Los Angeles, California

4901-6909-4716.3

ESCROW AGREEMENT
by and between

CITY OF BAKERSFIELD, CALIFORNIA
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee and Escrow Agent
relating to:

City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2015A

Dated [August] [21], 2025

4901-6909-4716.3

ESCROW AGREEMENT
THIS ESCROW AGREEMENT , dated [August] [21], 20 25 (this “ Escrow Agreement”), is made by and between the CITY OF BAKERSFIELD, CALIFORNIA , a charter city and municipal corporation organized and existing under the Constitution o f the State of California (the “ City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. Bank National Association) , a national banking association, as truste e under the hereinafter defined Master Indenture and Fourth Supplemental Indenture, and as escrow agent (the “Trustee/Escrow Agent”).

W I T N E S S E T H :

WHEREAS, the City has previously issued its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2015A (the “Series 2015A Bonds”), pursuant to the Master Trust Indenture, dated as of August 1, 2007 (the “ Master Indenture”), by and between the City and the Trustee/Escrow Agent, as trustee, and the Fourth Supplemental Trust Indenture, dated as of August 1, 20 15 (the “Fourth Supplemental Indenture”), by and b etween the City and the Trustee/Escrow Agent, as trustee; and
WHEREAS, the City is, simultaneously with the execution of this Escrow Agreement, issuing $ [PAR] aggregate principal amount of its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “ Series 2025A Bonds”) under the terms of the Master Indenture and a Sixth Supplemental Trust Indenture, dated as of [August] 1, 2025 (the “Sixth Supplemental Indenture”), by and between the City and the Trustee/Escrow Agent, as trustee; and
WHEREAS, the Series 2025A Bonds are being issued, and will be used along with other legally available moneys of the City, to current refund and defease the Series 2015A Bonds set forth in Exhibit A attached hereto (the “Refunded Bonds”).

NOW, THERE FORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

Section 1. Creation of Escrow Fund . There is hereby created and established with the Trustee/Escrow Agent a special and irrevocable escrow fund designated “City of Bakersfield, California Wastewater Revenue Refunding Bonds Series 2015A Escrow Fund” (herein referred to as the “ Escrow Fund”) to be held in the custody of the Trustee/Escrow Agent in trust under this Escrow Agreement for the bene fit of the owners of the Refunded Bonds. Except as otherwise provided in Section 5 hereof, the City shall have no interest in the funds or investments held in the Escrow Fund.

Section 2. Deposit to the Escrow Fund.
(a) Concurrently with the execution and delivery of thi s Escrow Agreement, the City hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall,

4901-6909-4716.3 2
deposit the sum of (i) $[∙] derived from the proceeds of the sale of the Series 2025A Bonds (which t he City shall transfer or cause to be transferred to the Trustee/Escrow Agent on [August] [21], 2025), and (ii) $[10,260,000] derived from legally available funds from the Wastewater Treatment Fund (which the City shall transfer or caused to be transferred to the Trustee/Escrow Agent on or before [August] [21], 2025) to the Escrow Fund for the purpose of defeasing and current refunding the Refunded Bonds. (b) The Trustee/Escrow Agent her eby acknowledges receipt of $ [∙], as described in subsections 2(a)(i) and 2(a)(ii) above, and that such amounts were deposited in the Escrow Fund.
(c) The City hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, on [August] [21], 2025, use $[∙] on deposit in the Escrow Fund to purchase the securities described in Schedule I attached hereto (the “Initial Government Securities”), and shall retain $[∙] in the Escrow Fund as a beginning cash balance.

Section 3. Investment of Escrow Fund . The Trustee/Escrow Agent shall purchase the Initial Government Securities as provided in Section 2 hereof and shall hold such Initial Government Securities, any beginning cash balances and any earnings received thereon and any reinvestment thereof created by this Escrow Agreement and disburse s uch amounts as provided herein. The Trustee/Escrow Agent shall collect amounts due and shall sell or otherwise liquidate investments in the Escrow Fund as needed to make the payments and transfers required by this Escrow Agreement and may substitute different Government Securities, as defined and subject to the terms and limitations of Section 7 hereof, for the Initial Government Securities but otherwise shall have no power or duty to sell, transfer, request the redemption of or otherwise dispose of the Initial Government Securities.

Section 4. Creation of Lien on Escrow Fund . The deposit of the moneys , the Initial Government Securities and any other Government Securities in the Escrow Fund shall constitute an irrevocable deposit in trust for the benefit of the holde rs of the Refunded Bonds. The holders of the Refunded Bonds are hereby granted an express lien on the Escrow Fund and all moneys and investments from time to time held therein for the payment of amounts described in Section 5 hereof.

Section 5. Use of Escrow Fund. The Trustee/Escrow Agent shall withdraw the amounts described in Schedule I I attached hereto on the dates described in such Schedule II from the Escrow Fund and use such amounts in its capacity as Trustee for the Refunded Bonds to pay the principal of and interest on the Refunded Bonds as directed pursuant to the Fourth Supplemental Indenture.

The Trustee/Escrow Agent shall retain all unclaimed moneys, together with interest thereon, in the Escrow Fund and shall invest such unclaimed moneys as directed in w riting by an Authorized City Representative (as defined in the Master Indenture). At such time as the City delivers to the Trustee/Escrow Agent written notice that no additional amounts from the Escrow Fund will be needed to pay/redeem the Refunded Bonds, or on [September 25], 2025, the Trustee/Escrow Agent shall transfer all amounts then remaining in the Escrow Fund to the

4901-6909-4716.3 3
Interest Account of the Series 2025A Debt Service Fund, established under the Master Indenture and the Sixth Supplemental Indenture to be used to pay interest on the Series 2025A Bonds, and thereafter the holders of the Refunded Bonds shall look only to the City for payment and the Trustee/Escrow Agent shall have no responsibility or liability whatsoever with respect to any of such moneys. At such time as no amounts remain in the Escrow Fund, such fund shall be closed.

Section 6. Notice of Defeasance/Redemption of Refunded Bonds. By the execution of this Escrow Agreement and delivery hereof to the Trustee/Escrow Agent , the City hereby delivers notice to the Trustee/Escrow Agent pursuant to the Fourth Supplemental Indenture and the Master Indenture that the City wishes to defease and redeem the Refunded Bonds. The Trustee/Escrow Agent agrees to give or cause to be given notice of such defeasance an d redemption at such times and in such manner as provided in the Master Indenture and the Fourth Supplemental Indenture to the owners of the Refunded Bonds, including, (a) notice of defeasance of the Refunded Bonds (a form of which is attached hereto as Exhibit B ), to be immediately mailed to the Depository Trust Company , as required by Article VII of the Master Indenture; and (b) at least 30 but no more t han 60 days prior to [September 25, 2025], notice of redemption of the Refunded Bonds (a form of which is attached hereto as Exhibit C) as required pursuant to Section 3.01 of the Fourth Supplemental Indenture.

Section 7. Reinvestment; Substitution of Government Securities . EXCEPT AS

SPECIFICALLY PROVIDED BELOW, THE TRUSTEE/ESCROW AGENT MAY NOT SELL,

TRANSFER, REQUES T THE REDEMPTION OF OR OTHERWISE DISPOSE OF THE INITIAL GOVERNMENT SECURITIES.

Interest income and other amounts received by the Trustee/Escrow Agent as payments on the Initial Government Securities held in the Escrow Fund shall be held as part of the Es crow Fund to be used for the purposes set forth in Section 5 hereof and may be invested by the Trustee/Escrow Agent at the written direction of the City; provided that (a) such amounts may only be invested in Government Securities as defined in this Sectio n 7; and (b) such investments shall have maturities which do not extend beyond the date on which the moneys so invested will be needed to make payments required by Section 5 hereof.

Upon the fulfillment of the conditions set forth in this Section 7, the Tr ustee/Escrow Agent at the written direction of the City may sell, liquidate or otherwise dispose of some or all of the Initial Government Securities then held as an investment of the Escrow Fund and reinvest the proceeds thereof, together with other moneys held in the Escrow Fund in different Government Securities; provided that no such substitution shall occur unless the City shall first deliver to the Trustee/Escrow Agent (a) an opinion by an independent certified public accountant that, after such reinve stment or substitution, the principal amount of the Government Securities then held in such Escrow Fund, together with the interest thereon and other available moneys therein, will be sufficient to pay the principal of and interest on the Refunded Bonds se cured by the Escrow Fund on the dates and in the amounts as required pursuant to this Escrow Agreement and the Fourth Supplemental Indenture; and (b) an opinion of nationally recognized bond counsel to the effect that such sale, liquidation or other dispos ition and substitution of different Government Securities is permitted under this Escrow Agreement, the Fourth Supplemental Indenture and the Master Indenture, and will not have any adverse effect with respect to the exemption of the interest on the Series 2025A Bonds or the Refunded Bonds from income

4901-6909-4716.3 4
taxation under the Internal Revenue Code of 1986, as amended; provided further that no opinions shall be required pursuant to this Section 7 with respect to the reinvestment of any moneys derived from Government Securities held in the Escrow Fund hereunder which have matured so long as such moneys are reinvested in Government Securities maturing not later than the dates such funds are required to pay the principal of and interest on the Refunded Bonds and the y ield on such Government Securities does not exceed the yield on the Series 2025A Bonds. “Government Securities ,” as used in this Escrow Agreement, means only noncallable direct obligations of, or obligations the principal of and interest on which are uncon ditionally guaranteed by the full faith and credit of, the United States of America, and which are limited to:
(i) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series—”SLGS” and any stripped interest on the principal po rtion of such U.S. Treasury Certificates, Notes and Bonds);
(ii) Resolution Funding Corp. (REFCORP), only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book-entry form are acceptable; and
(iii) obligations, debentures, notes or other evidences of indebtedness issued or guaranteed by any of the following instrumentalities or agencies of the United States of America; Federal Home Loan Bank System; Federal Farm Credit Bureau; Federal National Mortgage Association; and Federal Home Loan Mortgage Corporation.

Section 8. Liability of Trustee/Escrow Agent.
(a) The Trustee/Escrow Agent shall not under any circumstance be liable for any loss resulting from any investment made pursuant to this Escrow Agreeme nt in compliance with the provisions hereof. The Trustee/Escrow Agent shall have no lien whatsoever on the Escrow Fund or moneys on deposit in the Escrow Fund for the payment of fees and expenses for services rendered by the Trustee/Escrow Agent under this Escrow Agreement or otherwise.
(b) The Trustee/Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of any moneys deposited into the Escrow Fund or the Initial Government Securities or any Government Securities purchase d at the direction of the City to pay the principal of and interest on the Refunded Bonds. (c) The City agrees that if for any reason the investments and moneys and other funds available to pay principal of and interest on the Refunded Bonds are insufficient t herefor, the City shall continue to be liable for payment therefor in accordance with the terms of the Master Indenture and the Fourth Supplemental Indenture.
(d) No provision of this Escrow Agreement shall require the Trustee/Escrow Agent to expend or risk its own funds.

4901-6909-4716.3 5
(e) The Trustee/Escrow Agent may consult with bond counsel to the City or with such other counsel of its own choice subject to reasonable approval by the City (which may but need not be counsel to the City) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel.
(f) Whenever in the administration of this Escrow Agreement the Trustee/Escrow Agent shall deem it necessary or desirable that a matter be p roved or established prior to taking or not taking any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or misconduct on the part of the Trustee/Escrow Agent, be de emed to be conclusively proved and established by a certificate of an Authorized City Representative, and such certificate shall, in the absence of negligence or misconduct on the part of the Trustee/Escrow Agent, be full warrant to the Trustee/Escrow Agen t for any action taken or not taken by it under the provisions of this Escrow Agreement in reliance thereon. Except with respect to any future reinvestment or substitution of Government Securities as may be directed by the City as set forth in Section 7 hereof, the Trustee/Escrow Agent hereby represents that, as of the date hereof, it does not need any further certificate or direction from any other party in order to carry out the terms of this Escrow Agreement.
(g) The Trustee/Escrow Agent may conclusively re ly, as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided, and shall be protected and indemnified as set forth in Section 12 hereof, in acting , or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Trustee/Escrow Agent signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion.
(h) The Trustee/Escrow Agent shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. In no event shall the Trustee/Escrow Agent be liable for any special, indirect or consequential damages. (i) The Trustee/Escrow Agent shall not be responsible for any of the recitals or representations contained herein.
(j) The Trustee/Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against the Trustee/Escrow Agent.

Section 9. Successor Trustee/Escrow Agent . Any corporation into which the Trustee/Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax -free reorganization to which the Trustee/Escrow Agent shall be a party or any corporation succeeding to the corporate trust business of the Trustee/Escrow Agent, shall be the successor Trustee/Escrow Agent under this Escrow Agreement without the execution or filing of any paper or any other act on the part of the parties hereto, anything herein to the contrary notwithstanding.

4901-6909-4716.3 6
Section 10. Termination. This Escrow Agreement shall terminate when all transfers and payments requ ired to be made by the Trustee/Escrow Agent under the provisions hereof shall have been made. Any deficiency in the amounts required to be paid hereunder shall be paid by the City. The City hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, distribute any moneys remaining in the Escrow Fund at the time of such termination to the Interest Account of the Series 2025A Debt Service Fund, as required pursuant to Section 5 hereof.

Section 11. Tax-Exempt Nature of Interest on the Refunded Bond s. The City covenants and agrees for the benefit of the holders of the Refunded Bonds that it will not direct or permit any thing or act to be done in such manner as would cause interest on the Refunded Bonds to be included in the gross income of the reci pients thereof for federal income tax purposes under the Code, nor will it use any of the proceeds received from the sale of the Series 2025A Bonds, directly or indirectly, in any manner which would result in the Series 2025A Bonds being classified as “arbitrage bonds” within the meaning of the Code.

Section 12. Compensation and Indemnity of Trustee/Escrow Agent . For acting under this Escrow Agreement, the Trustee/Escrow Agent shall be entitl ed to payment of fees, acceptable to the City, for its services, including, without limitation, reasonable compensation for all services rendered in the execution, exercise and performance of any of the duties of the Trustee/Escrow Agent to be exercised or performed pursuant to the provisions of this Escrow Agreement, and all reaso nable expenses, disbursements and advances incurred in accordance with any provisions of this Escrow Agreement (including the reasonable compensation and expenses and disbursements of independent counsel, agents and attorneys -at-law or other experts employed by it in the exercise and performance of its powers and duties hereunder and out -of- pocket expenses including, but not limited to, postage, insurance, wires, stationery, costs of printing forms and letters and publication of notices of redemption); howe ver, such amount shall never be payable from or become a lien u pon the Escrow Fund, which fund shall be held solely for the purposes and subject to the liens set forth in Sections 4 and 5, respectively, hereof. To the extent permitted by law, the City agrees to indemnify and hold the Trustee/Escrow Agent, and its officers, agents and directors , harmless from and against all claims, suits and actions brought against it, or to which it is made a party, and from all costs, expenses (including reasonable attorneys’ fees of counsel reasonably acceptable to the City), losses and damages suffered by it as a result thereof, including the costs and expenses of defending against any such claims, suits or actions, where and to the extent such claim, suit or action ari ses out of the performance by the Trustee/Escrow Agent of its duties under this Escrow Agreement; provided, however, that such indemnification shall not extend to claims, suits and actions brought against the Trustee/Escrow Agent which result in a judgment being entered, settlement being reached or other disposition made based upon the Trustee/Escrow Agent's negligence or willful misconduct. The indemnification provided for in this Escrow Agreement shall never be payable from or become a lien upon the Escrow Fund, which Escrow Fund shall be held solely for the purpose and subject to the liens set forth in Sections 4 and 5, respectively, hereof. The obligations of the City under this Section 12 shall remain in effect and continue notwithstanding the termina tion of this Escrow Agreement and the resignation or the removal of the Trustee/Escrow Agent.

Section 13. Replacement and Resignation of Trustee/Escrow Agent . The City may remove the Trustee/Escrow Agent and/or the Trustee/Escrow Agent may resign pursuant to the

4901-6909-4716.3 7
provisions of Section 9.09 of the Master Indenture and the applicable provisions of the Fourth Supplemental Indenture.

Section 14. Third-Party Beneficiaries and Amendments. The owners of the Refunded Bonds are hereby recognized as third -party beneficiaries of this Escr ow Agreement to the extent of their interests in the Escrow Fund as set forth in Sections 4 and 5 hereof.

Section 15. Severability. If any one or more of the provisions of this Escrow Agreement should be determined by a court of competent jurisdiction to be contrary to law, such provision shall be deemed and construed to be severable from the remaining provisions herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.

Section 16. Successors and Assigns . All of the covenants and agreements in this Escrow Agreement contained by or on behalf of the City or the Trustee/Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.

Section 17. Governing Law . This Escrow Agreement sha ll be governed by and construed in accordance with the laws of the State of California.

Section 18. Headings. Any headings preceding the text of the several Sections hereof, and any table of content appended to copies hereof, shall be solely for convenience of refere nce and shall not constitute a part of this Escrow Agreement, nor shall they affect its meaning, construction or effect.

Section 19. Amendments. The City and the Trustee/Escrow Agent shall not modify this Escrow Agreement without the consent of all of the owners of t he Refunded Bonds affected by such modification which have not been paid in full.

Section 20. Counterparts. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument.

[Signature page follows]

S-1
4901-6909-4716.3
IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written.

CITY OF BAKERSFIELD, CALIFORNIA
By:

Karen Goh, Mayor

APPROVED AS TO FORM:

By:

Virginia Gennaro, City Attorney

APPROVED AS TO CONTENT AND
COUNTERSIGNED:

By:

Randy McKeegan, Finance Director

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee/Escrow Agent
By
Authorized Officer

[Signature page to Escrow Agreement]

4901-6909-4716.3

EXHIBIT A

REFUNDED BONDS
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2015A Bonds

Maturity Date
Principal
to be
Paid/Redeemed
Redemption
Price

Redemption
Date
CUSIP
Number
9/15/2025* $ 9,365,000 — — 05753P CC4
9/15/2026 9,885,000 100% [September 25], 2025 05753P CD2 9/15/2027 10,405,000 100 [September 25], 2025 05753P CE0 9/15/2028 11,030,000 100 [September 25], 2025 05753P CF7 9/15/2029 11,595,000 100 [September 25], 2025 05753P CG5 9/15/2030 12,195,000 100 [September 25], 2025 05753P CH3 9/15/2031 4,265,000 100 [September 25], 2025 05753P CJ9

* Defeased to maturity on closing date of Series 2025A Bonds.

4901-6909-4716.3

EXHIBIT B

FORM OF NOTICE OF DEFEASANCE
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2015A
Notice is hereby given to the holders of the below listed City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2015A (the “Bonds”) that (i) there has been deposited with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as the trustee and escrow agent for the Bonds , moneys and investment securities as permitted by the Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”), by and between the City of Bakersfield, California (the “City”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Trust Indenture, dated as of August 1, 2015 (the “ Fourth Supplemental Indenture,” and together with the Master Indenture, the “Indenture”), by and between the City and the Trustee, the principal of and interest on which when due will provide moneys which, will be sufficient and available (i) on September 15, 2025, to pay the maturing principal of and interest due on the Bonds maturing on September 15, 2025, and (ii) on [September] [ 25], 2025 to redeem the Bonds maturing on September 15, 2026 though and including September 15, 2031 at a redemptio n price of 100% of the principal amount thereof and to pay the interest then due on such Bonds, and (iii) the Bonds are deemed paid for purposes of the Indenture. The Bonds consist of the following:

CUSIP
Number*
Maturity Date
(September 15)
Principal
Amount
Interest
Rate
05753P CC4 2025 $ 9,365,000 5.000%
05753P CD2 2026 9,885,000 5.000
05753P CE0 2027 10,405,000 5.000
05753P CF7 2028 11,030,000 5.000
05753P CG5 2029 11,595,000 5.000
05753P CH3 2030 12,195,000 5.000
05753P CJ9 2031 4,265,000 5.000

* Neither the City nor the Trustee /Escrow Agent shall be responsible for the selection or use of the CUSIP Numbers, nor is any representation made as to their correctness indicated in this Notice of Defeasance. They are included solely for the conven ience of the Bondholders.

Pursuant to the Indenture, at least 30 days, but not more than 60 days, prior to [September] [25], 2025, the Trustee will mail a redemption notice , with respect to the Bonds maturing on September 15, 2026 though and including September 15, 2031, to the Bondholders.

Dated this [22nd] day of [ August], 2025. [Provide notice to EMMA within 10 days of closing per Rule 15c2-12]
City of Bakersfield, California
U.S. Bank Trust Company, National Association, as
Trustee

4901-6909-4716.3

EXHIBIT C

FORM OF NOTICE OF FULL REDEMPTION
City of Bakersfield, California
Wastewater Revenue Refunding Bonds
Series 2015A

Issue Date: August 13, 2015

Redemption Date: [September] [25], 2025

NOTICE IS HEREBY GIVEN that, pursuant to the provisions of the Fourth Supple mental Trust Indenture, dated as of August 1, 20 15 (the “ Fourth Supplemental Indenture”), between the City of Bakersfield, California (the “City”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association ), a national banking association, as trustee (the “Trustee”) t he City has determined that $[59,375,000] aggregate principal amount of its outstanding City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2015A (the “Bonds”) shall be r edeemed on [September] [25], 2025 (the “Redemption Date”) at the redemption price of 100% of the principal amount thereof plus accrued interest thereon (the “Redemption Price”). The Bonds include the following:

CUSIP*
Maturity Date
(September 15) Rate Principal Amount
05753P CD2 2026 5.000% $ 9,885,000
05753P CE0 2027 5.000 10,405,000
05753P CF7 2028 5.000 11,030,000
05753P CG5 2029 5.000 11,595,000
05753P CH3 2030 5.000 12,195,000
05753P CJ9 2031 5.000 4,265,000

* The CUSIP Number provided in this notice is included solely for convenience of the Bondholder.

Neither the City nor the Trustee shall be responsible for the selection or use of the CUSIP Number, nor is representation made as to the correctness of the CUISP Number on the Bonds or appe aring in this notice of redemption.

Payment of the Redemption Price of and the interest accrued on the Bonds called for redemption will be paid upon presentation and surrender in the following manner:

U.S. Bank Trust Company, National Association
Global Corporate Trust Services
111 Fillmore Avenue E
St. Paul, MN 55107
1-800-934-6802
Bondholders presenting their Bonds in person for same day payment must surrender their bond(s) by 1:00 P.M. CST on the Redemption Date and a check will be available for pick up after 2:00 P.M. CST. Checks not picked up by 4:30 P.M. CST will be mailed out to the bondholder via first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond, you are not required to endorse the Bond to col lect the Redemption Price.

Interest on the principal amount designated to be redeemed shall cease to accrue on and after the Redemption Date.

For a list of redemption requirements please visit our website at www.usbank.com/corporatetrust and click on the “Bondholder Information” link for Redemption instructions. You may also contact our Bondholder Communications team at 1-800-934-6802 Monday through Friday from 8 AM to 6 PM CST.

C-2
4901-6909-4716.3

IMPORTANT NOTICE

Federal law requires U.S. Bank Trust Company, National Ass ociation, as Trustee , to withhold taxes at the applicable rate from the payment if an IRS Form W -9 or applicable IRS Form W -8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions.

Neither the City nor U.S. Bank Trust Company, National Association, as Trustee, shall be held responsible for the selection or use of the CUSIP numbers nor is any representation made as to the correctness of such numbers herein or on the Bonds. Such CUSIP Numbers are included solely for the convenience of the bondholders.

By U.S. Bank Trust Company, National Association, as Trustee

4901-6909-4716.3

SCHEDULE I

INITIAL GOVERNMENT SECURITIES

4901-6909-4716.3

SCHEDULE II

PAYMENT REQUIREMENTS FOR REFUNDED BONDS
Payment Date Principal Interest Total

46738.00002\43793576.1

1 CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Bakersfield (the “City”) in connection with the issuance and delivery of $ __________ City of Bakersfield, California, Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”).

The Series 2025A Bonds are being issued pursuant to (i) the charter of the City, (ii) the City of Bakersfield Enterprise Revenue Bond Law, being Chapter 3.55 of the City’s Municipal Code (the “Bond Law”), which incorporates, to the extent made applicable by the Bond Law, the Revenue Bond Law of 1941, being Chapter 6 of Division 2 of Title 5 of the California Government Code, as amended, (iii) certain provisions of the laws of the State of California (including Section 53580 et seq. of the California Government Code, (iv) Resolution No. ________ adopted by the City Council of the City on ___________, 2025 (the “Resolution”), and (v) a Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”), by and between the City and U.S. Bank Trust Company, National Association, a national association, as trustee (the “Trustee”), as supplemented by a Sixth Supplemental Trust Indenture, dated as of _____ 1, 2025 (the “Sixth Supplemental Indenture,” and collectively with the Master Indenture, the “Indenture”), by and between the City and the Trustee. The City covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate . This Disclosure Certificate is being executed and delivered by the City for the benefit of the Holders and Beneficial Owners of the Series 2025A Bonds and in order to assist the Participating Underwriters in complying with the Rule.

Section 2. Definitions. In addition to the definitions set forth above and in the Indenture, which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
“Beneficial Owner” shall mean any person who has the power, directly o r indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2025A Bonds (including persons holding Series 2025A Bonds through nominees, depositories, or other intermediaries). “Dissemination Agent” shall mean the City or any successor Dissemination Agent designated in writing by the City and that has filed with the City a written acceptance of such designation. “Financial Obligation” means a (i) debt obligation, (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (iii) guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Rule 15c2-12. “Fiscal Year” shall mean the 12-month period beginning on July 1 and ending on the next following June 30, unless and until changed by the City.
“Holder” shall mean either the registered owner of any Series 2025A Bond, or, if the Series 2025A Bonds are registered in the name of DTC or another recognized depository, any Beneficial Owner or applicable participant in its depository system.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board.

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2 “Official Statement” shall mean the final Official Statement dated ____________, 2025, relating to the Series 2025A Bonds.
“Participating Underwriters” shall mean, BofA Securities, Inc., and any other original underwriters of the Series 2025A Bonds required to comply with the Rule in connection with offering of the Series 2025A Bonds.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

Section 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than nine (9) months after the end of the City’s Fiscal Year (i.e., currently, not later than April 1 of each year), commencing with the report for the 2024-25 Fiscal Year, provide to MSR B an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than fifteen (15) calendar days prior to each such Annual Report Date, the City shall provide its Annual Report to the Dissemination Agent, if such Dissemination Agent is a different entity than the City. The Annual Report must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as is prescribed by MSRB, and may include by reference other in formation as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the An nual Report if such audited financial statements are not available by such date. If the City’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished hereunder. The Dissemination Agent may conclusively rely upon such certification of the City an d shall have no duty or obligation to review such Annual Report.
(b) Not later than 15 Business Days prior to the date required in subsection (a), the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If the City is unable to provide to MSRB an Annual Report by the date required in subsection (a), the City shall send to MSRB a notice in substantially the form attached hereto as Exhibit A. Such notice must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as prescribed by MSRB. (c) The Dissemination Agent shall:
(i) provide any Annual Report received by it to the MSRB by the date required in subsection (a);
(ii) if the Dissemination Agent is other than the City, fi le a report with the City certifying that the Annual Report has been provided to MSRB pursuant to this Disclosure Certificate, and stating the date the Annual Report was so provided; and (iii) if the Dissemination Agent is other than the City, take any other actions mutually agreed upon between the Dissemination Agent and the City.

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3 Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following:
(a) The audited financial statements of the City for the prior Fiscal Year. If the City’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements of the City in a format similar to the audited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. Audited financial statements shall be prepared in accordance with generally accepted accounting pr inciples as prescribed for governmental units by the Governmental Accounting Standards Board; provided, however, that the City may from time to time, if required by federal or state legal requirements, modify the basis upon which its financial statements a re prepared. In the event that the City shall modify the basis upon which its financial statements are prepared, the City shall provide a notice of such modification to MSRB, including a reference to the specific federal or state law or regulation specifically describing the legal requirements for the change in accounting basis. (b) The following information for the Fiscal Year to which the Annual Report relates, which information may be provided by its inclusion in the audited financial statements of the City for the prior Fiscal Year described in subsection (a) above:
(i) The principal amount of Series 2025A Bonds outstanding. (ii) Information contained in the following tables in the Official Statement:
(A) “Sewerage SFDE Service Unites and Charges;”

(B) “City of Bakersfield Types of Sewer Users;”

(C) “City of Bakersfield 10 Largest Revenue Contributions;” and

(D) “City of Bakersfield Wastewater Enterprise Historical Revenues, Expenditures, and Debt Service Coverage”.

(c) In addition to any of the information expressly required to be provided under paragraphs (a) and (b) of this Section, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, that are avail able to the public on MSRB’s Internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference.

Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2025A Bonds:
(i) principal and interest payment delinquencies;
(ii) non-payment related defaults, if material;

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4 (iii) unscheduled draws on any reserve fund for the Series 2025A Bonds reflecting financial difficulties;
(iv) unscheduled draws on any credit enhancements securing the Series 2025A Bonds reflecting financial difficulties;
(v) substitution of any credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax status of the Series 2025A Bonds, or other material events affecting the tax status of the Series 2025A Bonds; (vii) modifications to the rights of Owners of the Series 2025A Bonds, if material; (viii) Series 2025A Bond calls, if material, and tender offers for the Series 2025A Bonds; (ix) defeasances;
(x) any release, substitution, or sale of property securing repayment of the Series 2025A Bonds, if material;
(xi) rating changes;
(xii) any bankruptcy, insolvency, receivership, or similar event of the City [this Listed Event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City];
(xiii) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (xiv) appointment of a successor or additional trustee or the change of name of a trustee, if material.
(xv) incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; (xvi) d efault, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties.

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5 (b) Upon and after the occurrence of a Listed Event listed under subsection (a)(ii), (a)(vii), (a)(viii), (a)(x), (a)(xiii), or (a)(xiv) above, the City shall as soon as possible determine if such event would be material under applicable fede ral securities laws. If the City determines that knowledge of the occurrence of such Listed Event would be material under applicable federal securities laws, the City shall promptly notify the Dissemination Agent, if different from the City, in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) below. (c) Upon and after the occurrence of any Listed Event (other than a Listed Event listed under subsection (a)(ii), (a)(vii), (a)(viii), (a)(x), (a) (xiii), or (a)(xiv) above), the City shall promptly notify the Dissemination Agent, if different from the City, in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) below. (d) The City or the D issemination Agent, if the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, shall file a notice of such occurrence with MSRB, not in excess of ten (10) business days after the occurrence of such Listed Event. Such notice must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as prescribed by MSRB.
(e) The City hereby agrees that the undertaking set forth in this Disclosure Agreement is the responsibility of the City and that the Dissemination Agent shall not be responsible for determining whether the City’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.

Section 6. Termination of Reporting Obligation . The obligations of the City and the Dissemination Agent under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption, or payment in full of all of the Series 2025A Bonds. If such termination occurs prior to the final maturity of the Series 2025A Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

Section 7. Dissemination Agent . The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.

The Dissemination Agent may resign by providing thirty days written notice to the City. The Dissemination Agent shall not be responsible for the content of any report or notice prepared by the City. The Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the City in a timely manner and in a form suitable for filing. The City shall initially act as its own Dissemination Agent.

Section 8. Amendment; Waiver . Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal (including a change in law (including rules or regulations) or in interpretations thereof), or a change in the identity, nature, or status of the City or the type of business conducted thereby; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Series 2025A Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

46738.00002\43793576.1

6 (c) the proposed amendment or waiver either (i) is approved by Holders of the Series 2025A Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Series 2025A Bonds.

If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information sh all explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the City shall describe such amendment or waiver in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for th e year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to eval uate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to MSRB.

Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the Series 2025A Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this D isclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

Section 11. Duties, Immunities, and Liabilities of Dissemination Agent . The Dissemination Agent shall have o nly such duties as are specifically set forth in this Disclosure Certificate and the City agrees to indemnify and save the Dissemination Agent, and its officers, directors, employees, and agents, harmless against any losses, expenses, and liabilities that it may incur arising out of or in the exercise or performance of its duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Series 2025A Bonds. The Dissemination Agent shall not be responsible in any manner for the form at or content of any notice or Annual Report prepared

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7 by the City pursuant to this Disclosure Agreement. The City shall pay the reasonable fees and expenses of the Dissemination Agent for its duties hereunder.

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8 Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriters, and Holders and Beneficial Owners from time to time of the Series 2025A Bonds, and shall create no rights in any other person or entity.

Date: ________, 2025

CITY OF BAKERSFIELD

By:

Authorized Officer

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9 EXHIBIT A

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Bakersfield, California
Name of Bond Issue: City of Bakersfield, California, Wastewater Revenue Refunding Bonds, Series 2025A Date of Issuance: _________, 2025
NOTICE IS HEREBY GIVEN that the City of Bakersfield, California (the “City”), has not provided an Annual Report with respect to the above-named Series 2025A Bonds as required by Section 3 of the Continuing Disclosure Certificate executed by the City on [Closing Date]. The City anticipates that the Annual Report will be filed by _________________.

Dated:

CITY OF BAKERSFIELD
By:

Finance Director

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PRELIMINARY OFFICIAL STATEMENT DATED ___________, 2025
NEW ISSUE – BOOK-ENTRY ONLY RATING: S&P: “____”
(See “RATING.”)
In the opinion of Kutak Rock LLP, Bond Counsel to the City, under existing laws, regulations, rulings and judicial decisions and assuming the accuracy of certain representations and continuing compliance with certain covenants, interest on the Series 2025A Bonds (including any original issue discount properly allocable to the owners of a Series 2025A Bonds) is excluded from gross income for federal income tax purposes and is not a specific item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. Interest on the Series 2025A Bonds may affect the federal alternative minimum tax imposed on certain corporations.

Bond Counsel is further of the opinion that interest on the Series 2025A Bonds is exempt from present State of California personal income taxes . S ee “TAX MATTERS.”
$____________*

CITY OF BAKERSFIELD, CALIFORNIA

WASTEWATER REVENUE REFUNDING BONDS
SERIES 2025A
Dated: Date of Delivery Due: September 15, as shown on the inside cover THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS

MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMA TION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

The City of Bakersfield, California, Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”), are being issued by the City of Bakersfield, California (the “City”) pursuant to (i) the charter of the City, (ii) the City of Bakersfield Enterprise Revenue Bond Law, being Chapter 3.55 of the City’s Municipal Code (the “Bond Law”), which incorporates, to the extent made applicable by the Bond Law, the Revenue Bond Law of 1 941, being Chapter 6 of Division 2 of Title 5 of the California Government Code, as amended, (iii) certain provisions of the laws of the State of California (the “State”) (including Section 53580 et seq. of the California Government Code (the “Refunding Law”) ), (iv) a resolution adopted by the City Council of the City on __________, 2025 (the “Resolution”), and ( v) a Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”), by and between the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a Sixth Supplemental Trust Indenture, dated as of _________ 1, 2025 (the “Sixth Supplemental Indenture,” and collectively with the Master Indenture, the “Indenture”), by and between the City and the Trustee . See “THE SERIES 2025A BONDS.” Capitalized terms used on this cover page and not otherwise defined have the meanings ascribed to them elsewhere in this Official Statement. See in particular “APPENDIX A – Summary of Certain Provisions of the Principal Legal Documents – Selected Definitions.”
Proceeds of the Series 2025A Bonds, together with certain available moneys of the City, are being issued to provide funds to (i) defease all or a portion of the City’s outstanding Wastewater Revenue Refunding Bonds, Series 2015A (the “Series 2015A Bonds”) and (ii) pay costs of issuance of the Series 2025A Bonds, as more fully described herein. See “THE REFUNDING PLAN,” “ESTIMATED SOURCES AND USES OF FUNDS,” “THE SERIES 2025A BONDS” and “THE ENTERPRISE.” No debt service reserve will be established for the Series 2025A Bonds.

The Series 2025A Bonds will be delivered as fully registered bonds without coupons and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series 2025A Bonds. Individual purchases of Series 2025A Bonds may be made in book-entry form only in the principal amount of $5,000 or integral multiples thereof for each maturity. Purcha sers will not receive certificates representing their interest in the Series 2025A Bonds purchased. See “APPENDIX E – Book-Entry System.” The Series 2025A Bonds are special, limited obligations of the City, payable solely from and secured by (i) a pledge o f certain Net Revenues (as defined herein) derived from the City’s wastewater and sewage collection, treatment, and disposal system (the “ Enterprise”), and (ii) certain limited funds and accounts held by the Trustee under the Indenture. See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2025A BONDS – Pledge of Net Revenues.” The pledge of Net Revenues that secures the payment of principal and interest with respect to the Series 2025A Bonds is on a parity with the Series 2020A Bonds (as defined herein). See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2025A BONDS – Pledge of Net Revenues” and “ – Series 2020A Bonds.” Additionally, future parity obligations may be issued by the City as described herein. See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2025A BONDS – Issuance of Additional Bonds.”
Payments of interest on the Series 2025A Bonds will be made by the Trustee to DTC, which will in turn remit such interest to its participants for subsequent disbursal to beneficial owners of the Series 2025A Bonds as described herein. Interest on the Series 2025A Bonds is payable semiannually on each March 15 and September 15, commencing March 15, 2026, until the maturity thereof. Principal of each Series 2025A Bond will be paid upon surrender of such Series 2025A Bond at the principal corporate office of the Trustee upon maturity thereof. See “THE SERIES 2025A BONDS – Payment of the Series 2025A Bonds.” The Series 2025A Bonds are not subject to redemption prior to their stated maturities.

THE SERIES 2025A BONDS REPRESENT A SPECIAL, LIMITED OBLIGATION OF THE CITY PAYABLE SOLELY FROM AND SECURED BY A PLEDGE OF NET REVENUES AND CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE INDENTURE. NONE OF THE PROPERTIES OF THE ENTERPRISE ARE SUBJECT TO ANY MORTGAGE OR OTHER LIEN FOR THE BE NEFIT OF THE OWNERS OF THE SERIES 2025A BONDS, AND NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, KERN COUNTY (THE “COUNTY”), THE STATE, OR ANY OTHER

POLITICAL SUBDIVISION OR AGENCY OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2025A BONDS. THE ISSUANCE OF THE SERIES 2025A BONDS DOES NOT DIRECTLY OR INDIRECTLY OBLIGATE THE CITY, THE

COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION OR AGENCY OF THE STATE TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATSOEVER OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THE SERIES 2025A BONDS.

The Series 2025A Bonds are offered when, as, and if delivered to and received by the Underwriters, subject to the approval of legality by Kutak Rock LLP, Irvine, California, Bond Counsel. Certain legal matters will be passed upon for the City by the City Attorney and by Disclosure Counsel, Best Best & Krieger LLP , Los Angeles, California, and for the Underwriter by Hawkins Delafield & Wood LLP , Los Angeles, California. It is anticipated that the Series 2025A Bonds in book-entry form will be available for delivery through the facilities of DTC on or about __________, 2025.

BofA Securities
Dated: __________, 2025.
______________
* Preliminary; subject to change.

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MATURITY SCHEDULE*

Maturity
(September 15)
Principal
Amount
Interest
Rate Yield Price CUSIP(1) No.
2026
2027
2028
2029
2030
2031

(1) CUSIP® is a registered trademark of the American Bankers Association. Copyright© 2025 American Bankers Association. All rights reserved. CUSIP® data are provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC on behalf of the American Bankers Association. These data are not intended to create a database and do not serve in any way as a substitute for CUSIP Global Services. CUSIP® numbers are provided for convenience of reference only. None of the City or the Underwriter takes responsibility for the accuracy of such numbers.
* Preliminary; subject to change.

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No dealer, broker, salesperson, or other person has been authorized by the City or the Underwriter to give any information or to make any representations other than those contained in this Official Statement and, if given or made, such other informatio n or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy the Series 2025A Bonds, nor shall there be any sale of the S eries 2025A Bonds, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale.

This Official Statement is not to be construed to be a contract with the purchasers of the Series 2025A Bonds. Statements contained in this Official Statement that involve estimates, forecasts, or matters of opinion, whether or not expressly described as such herein, are intended solely as such and are not to be construed as representations of fact.

The information set fort h herein has been obtained from the City and other sources that are believed to be reliable. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereu nder will, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof.

The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter do es not guarantee t he accuracy or completeness of such information.

This Official Statement is submitted in connection with the sale of the Series 2025A Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The initial public offering prices stated on the inside front cover of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may offer and sell the Series 2025A Bonds to certain dealers (including dealers depositing Series 2025A Bonds into investment trusts), dealer banks, banks acting as agents, and others at prices lower than said public offering prices.

THE SERIES 2025A BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINE D IN SUCH ACT. THE SERIES 2025A BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (“EMMA”) website.

The City maintains a website. However, the information presented therein is not part of this Official Statement and should not be relied upon in making investment decisions with re spect to the Series 2025A Bonds.

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The City of Bakersfield, California,
the county seat of the County of
Kern, is located at the southern end
of California’s San Joaquin Valley.

Bakersfield is approximately 110
miles north of Los Angeles and
290 miles south of San Francisco.

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CITY OF BAKERSFIELD
Mayor and City Council

Karen K. Goh, Mayor
Eric Arias, Councilmember First Ward
Andrae Gonzales, Councilmember Second Ward
Ken Weir, Councilmember Third Ward
Bob Smith, Councilmember Fourth Ward
Larry Koman, Councilmember Fifth Ward
Zack Bashirtash, Councilmember Sixth Ward
Manpreet Kaur, Vice Mayor, Councilmember Seventh Ward

City Staff
Christian Clegg, City Manager
Virginia “Ginny” Gennaro, City Attorney
Julie Drimakis, City Clerk
Randy McKeegan, Finance Director
Kristina Budak, Water Director
Evette Roldan, Assistant Water Director - Wastewater

BOND COUNSEL
Kutak Rock LLP
Irvine, California

DISCLOSURE COUNSEL
Best Best & Krieger LLP
Los Angeles, California

TRUSTEE
U.S. Bank Trust Company, National Association
Los Angeles, California

MUNICIPAL ADVISOR
Fieldman, Rolapp & Associates, Inc.

Irvine, California

VERIFICATION AGENT
Causey Public Finance, LLC
Denver, Colorado

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TABLE OF CONTENTS

Page

INTRODUCTION .....................................................1 General ...............................................................1 The City ..............................................................1 Authority for Issuance ........................................1 Purpose of Issuance ............................................2 General Terms of Series 2025A Bonds ..............2
No Redemption of Series 2025A Bonds .............2
Security for the Series 2025A Bonds..................2
Continuing Disclosure ........................................3 No Acceleration of Series 2025A Bonds ............3
Limited Obligations ............................................3 Forward-Looking Statements .............................4 References Qualified ..........................................4 Additional Information .......................................4 THE REFUNDING PLAN ........................................5

ESTIMATED SOURCES AND USES OF
FUNDS ........................................................6 THE SERIES 2025A BONDS ...................................6 Authority for Issuance ........................................6 Delivery in Book-Entry Form.............................6 Payment of the Series 2025A Bonds ..................6
No Redemption of the Series 2025A Bonds .......7

SECURITY AND SOURCE OF PAYMENT
FOR THE SERIES 2025A BONDS ............7
Limited Obligations ............................................7 Pledge of Net Revenues ......................................7 Parity Obligations ...............................................8 No Reserve Fund for Series 2025A Bonds .........8
Wastewater Treatment Fund; Flow of Funds .....9
Series 2025A Debt Service Fund ...................... 10 Issuance of Additional Bonds ........................... 10 Issuance of Subordinate Obligations ................ 12 Rate Covenant .................................................. 13 Certain Other Covenants of the City ................ 14 Estimated Debt Service on Outstanding
Bonds......................................................... 18 THE CITY ............................................................... 18 THE ENTERPRISE ................................................. 19 Wastewater Treatment Plant No. 2 ................... 19 Wastewater Treatment Plant No. 3 ................... 20 Wastewater Treatment Process ......................... 20 Insurance of Enterprise ..................................... 22 Management and Organization ......................... 23 Wastewater Treatment Fund ............................. 23 Capital Improvements to Enterprise ................. 26 History of Revenues, Expenditures, and Debt
Service Coverage ....................................... 26 Projection of Revenues, Expenditures, and
Debt Service Coverage .............................. 27 RISK FACTORS ..................................................... 30 Series 2025A Bonds are Limited Obligations .. 30
System Demand ................................................ 30 Increased Regulations ....................................... 30 Increased System Expenses .............................. 30 Cybersecurity .................................................... 31 Natural Disasters .............................................. 31 Global Health Emergencies .............................. 33 Self-Insurance ................................................... 34 Limitations on Available Remedies and the
City’s Ability to Generate Net Revenues .. 34
No Reserve Fund for Series 2025A Bonds ....... 34
No Acceleration of Series 2025A Bonds .......... 35
Absence of Market for Series 2025A Bonds .... 35
Potential Limitation of Tax Exemption of
Interest on Series 2025A Bonds ................ 35
Economic, Political, Social, and
Environmental Conditions ......................... 35
Constitutional Provisions Affecting
Enterprise Revenues and Expenditures ..... 35
Future Initiatives ............................................... 38 TAX MATTERS ..................................................... 38 LEGAL MATTERS ................................................ 40 LITIGATION .......................................................... 41 RATING .................................................................. 41 UNDERWRITING .................................................. 41 MUNICIPAL ADVISOR ........................................ 42 PROFESSIONAL FEES .......................................... 42 CONTINUING DISCLOSURE ............................... 42 MISCELLANEOUS ................................................ 42

APPENDIX A - Summary of Certain Provisions
of the Principal Legal Documents ............... A-1
APPENDIX B - City of Bakersfield Economic,
Financial, and Demographic Information ... B-1
APPENDIX C - City of Bakersfield Annual
Comprehensive Financial Report Fiscal
Year Ended June 30, 2023 .......................... C-1 APPENDIX D - Form of Bond Counsel Opinion .. D-1
APPENDIX E - Book-Entry System ..................... E-1 APPENDIX F - Form of Continuing Disclosure
Certificate ................................................... F-1

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1 OFFICIAL STATEMENT

$__________

CITY OF BAKERSFIELD, CALIFORNIA

WASTEWATER REVENUE REFUNDING BONDS
SERIES 2025A

INTRODUCTION

THIS INTRODUCTION IS SUBJECT IN ALL RESPECTS TO THE MORE COMPLETE

INFORMATION IN THIS OFFICIAL STATEMENT, INCLUDING THE COVER PAGE, THE

INSIDE COVER PAGE, AND APPENDICES HERETO, AND THE OFFERING OF THE SERIES 2025A BONDS TO POTENTIAL INVESTORS IS MADE ONLY BY MEANS OF THE ENTIRE OFFICIAL STATEMENT.

General
This Official Statement, which includes the cover page, inside cover page, Table of Contents, and Appendices (this “Official Statement”), provides certain information concerning the issuance, sale, and delivery by the City of Bakersfield, California (the “City”), of its Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”). Descriptions and summaries of various documents contained in this Official Statement do not purport to be comprehensive or definitive, and reference is made to each such document for complete details of all terms and conditions therein. All statements in this Official Statement are qualified in their entirety by reference to the applicable documents. Capitalized terms used in this Official Statement and not otherwise defined have the meanings ascribed to them in “APPENDIX A – Summary of Certain Provisi ons of the Principal Legal Documents – Selected Definitions.”
The City
The City is located at the southern end of the San Joaquin Valley in Kern County, California (the “County”), approximately 110 miles north of the City of Los Angeles and approximately 2 90 miles south of the City and County of San Francisco. The City covers over 150 square miles of land and an additional 162 square miles of land area is located within the City’s sphere of influence. For more information regarding the City, see “THE CITY” and “APPENDIX B – City of Bakersfield Economic, Financial, and Demographic Information.”
Authority for Issuance
The Series 2025A Bonds are being issued by the City pursuant to (i) the charter of the City, (ii) the City of Bakersfield Enterprise Revenue Bon d Law, being Chapter 3.55 of the City’s Municipal Code (the “Bond Law”), which incorporates, to the extent made applicable by the Bond Law, the Revenue Bond Law of 1941, being Chapter 6 of Division 2 of Title 5 of the California Government Code, as amended, (iii) certain provisions of the laws of the State of California (the “State”) (including Section 53580 et seq . of the California Government Code (the “Refunding Law”) , (iv) Resolution No. __________ adopted by the City Council of th e City (the “City Coun cil”) on ____________ , 2025 (the “Resolution”), and (v) a Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”), by and between the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”),

 Preliminary; subject to change.

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2 as supplemented by a Sixth Supplemental Trust Indenture, dated as of _________ 1, 202 5 (the “ Sixth Supplemental Indenture,” and collectively with the Master Indenture, the “Indenture”), by and between the City and the Trustee.

Purpose of Issuance
The Series 2025A Bonds, together with certain available moneys of the City, are being issued to provide funds to (i) defease all or a portion of the City’s outstanding Waste water Revenue Refunding Bonds, Series 2015A (the “Series 2015A Bonds”) and (ii) pay costs of issuance of the S eries 2025A Bonds. See “THE REFUNDING PLAN” and “ESTIMATED SOURCES AND USES OF FUNDS.” General Terms of Series 2025A Bonds
The Series 2025A Bonds will be delivered in fully registered form only and, when issued, will be registered in the name of Cede & Co. , as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series 2025A Bonds. Ownership interests in the Series 2025A Bonds may be purchased in denominations of $5,000 and integral multiples the reof (“Authorized Denominations”) in book-entry form only. So long as Cede & Co. is the registered owner of the Series 2025A Bonds, principal of and interest on the Series 2025A Bonds are payable by wire transfer by the Trustee to Cede & Co., as nominee fo r DTC. Upon receipt of payments of principal and interest with respect to the Series 2025A Bonds, DTC will in turn remit such principal and interest to the participants in DTC for subsequent disbursement to the beneficial owners of the Series 2025A Bonds. See “THE SERIES 2025A BONDS – Delivery in Book -Entry Form” and “APPENDIX E – Book-Entry System.”
The Series 2025A Bonds will be dated the date of their initial delivery and will mature on September 15 on the respective dates and in the respective amounts, and the interest payable thereon will be computed at the respective rates, all as set forth on the inside cover page of this Official Statement.

Interest on the Series 2025A Bonds will be calculated on the basis of a year of 360 days and twelve 30 - day mon ths and is payable semiannually on each March 15 and September 15, commencing March 15, 2026 (each, an “Interest Payment Date”), until the maturity thereof. Interest on the Series 2025A Bonds (other than the Series 2025A Bonds held by DTC or its nominee) w ill be paid by check or draft, mailed by first class mail to the registered owners thereof (each, an “Owner”) as of the Record Date preceding the applicable Interest Payment Date. “Record Date” means for a March 15 Interest Payment Date the preceding March 1 and for a September 15 Interest Payment Date the preceding September 1.

Principal of each Series 2025A Bond will be payable upon surrender of such Series 2025A Bond at the principal corporate trust office of the Trustee in Los Angeles, California (the “ Corporate Trust Office”), upon the maturity thereof; provided that with respect to Series 2025A Bonds that are held by DTC or its nominee, the Trustee will make other arrangements for the payment of such principal as provided in the Indenture. See “THE SERIES 2025A BONDS – Payment of Series 2025A Bonds.” No Redemption of Series 2025A Bonds
The Series 2025A Bonds are not subject to redemption prior to their stated maturities.

Security for the Series 2025A Bonds
Pledge of Net Revenues. The Series 2025A Bonds are special, limited obligations of the City and are payable solely from Net Revenues generated by the City’s wastewater and sewage collection, treatment, and disposal system (the “Enterprise”) and received by the Trustee pursuant to the Indenture and from certain funds and accounts held under the Indenture. The term “Net Revenues,” for any fiscal

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3 year of the City (each, a “Fiscal Year”), means Revenues (as defined herein) for such Fiscal Year, less the Operation and Maintenance Costs (as defined herein) fo r such Fiscal Year. Pursuant to the Indenture, the City has pledged and assigned to the Trustee and granted the Trustee a lien on and security interest in the Net Revenues and certain funds and accounts held by the Trustee. See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2025A BONDS – Pledge of Net Revenues.” Rate Covenant. Pursuant to the Indenture, the City covenants to fix, prescribe, revise, and collect rates, fees, and charges for services and facilities furnished by the Enterprise during each Fisca l Year (subject to City Council approval with respect to rates) that are at least sufficient to pay, among other things, all payments of principal and interest with respect to certain specified obligations, including the Series 2025A Bonds and the Series 2 020A Bonds (as defined herein) , payable from and secured by Net Revenues. See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2025A BONDS – Rate Covenant.”
Series 2020A Bonds. On June 18, 2020, the City issued its $10,525,000 Wastewater Revenue Refunding Bo nds, Series 2020A (Forward Delivery) (the “Series 2020A Bonds”), all of which are currently outstanding. The Series 2020A Bonds are payable from and secured by Net Revenues on a parity with the Series 2025A Bonds and any additional bonds to be issued purs uant to the Indenture that would be payable and secured by Net Revenues on a parity therewith.

Additional Bonds. Pursuant to the Indenture, the City may issue additional bonds that would be payable and secured by Net Revenues on a parity with the Series 2025A Bonds. The Series 20 20A Bonds, the Series 2025A Bonds, and any additional bonds issued pursuant to the Indenture that would be payable and secured by Net Revenues on a parity therewith, are collectively referred to herein as the “Bonds.” See “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2025A BONDS – Issuance of Additional Bonds.”
No Reserve Fund for Series 2025A Bonds. The Master Indenture provides that the City may establish a debt service reserve fund for a given series of Bonds. No such debt service reserve fund was established for the Series 2020A Bonds and no such reserve fund will be established for the Series 2025A Bonds.

Continuing Disclosure
In connection with the issuance of the Series 2025A Bonds, the City will covenant in a continuing disclosure certificate (the “Continuing Disclosure Certificate”), executed for the benefit of Owners of the Series 2025A Bonds, to provide certain financial information and operating data relating to the Enterprise and the City and notices of certain events as specified therein. See “CONTINUING DISCLOSURE” and “APPENDIX F – Form of Continuing Disclosure Certificate.” No Acceleration of Series 2025A Bonds
In no event, upon the occurrence or continuation of an event of default under the Indenture, shall the Owners of the Series 2025A Bonds, the Trustee, or any other party have the right to accelerate the payment of principal of or interest on the outstanding Series 2025A Bonds.

Limited Obligations
The Series 2025A Bonds represent a special, limited obligation of t he City payable solely from and secured by a pledge of Net Revenues derived by the City from the operations of the Enterprise and certain funds and accounts held under the Indenture. None of the properties of the Enterprise are subject

46738.00002\43742981.6

4 to any mortgage or o ther lien for the benefit of the Owners of the Series 2025A Bonds, and neither the full faith and credit nor the taxing power of the City, the County, the State, or any other political subdivision or agency of the State is pledged to the payment of the pri ncipal of or interest on the Series 2025A Bonds. The issuance of the Series 2025A Bonds does not directly or indirectly obligate the City, the County, the State, or any other political subdivision or agency of the State to levy or pledge any form of taxation whatsoever or to make any appropriation for payment of the Series 2025A Bonds. For certain financial information with respect to the City and the Enterprise, see “THE CITY ,” and “THE ENTERPRISE” and “APPENDIX B – City of Bakersfield Economic, Financial, and Demographic Information.”
Forward-Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “inten d,” “expect,” “propose,” “estimate,” “project,” “budget,” “anticipate,” or other similar words. The achievement of certain results or other expectations contained in such forward -looking statements involves known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements described to be materially different from any future results, performance, or achievements expressed or implied by such forward - looking statements. No updates or revisions to these forward-looking statements are expected to be issued if or when the expectations, events, conditions, or circumstances on which such statements are based change. The forward -looking statements in this Official Statement are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such forward - looking statements. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON

SUCH FORWARD -LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF.

References Qualified
The summaries of and references to all documents, statutes, reports, and other instruments referred to in this Official Statement do not purport to be complete, comprehensive, or definitive, and each such summary and reference is qualified in its entirety by reference to each such document, statute, report, or instrument.

Additional Information
Additional information regarding this Official Statement, as well as copies of the Indenture and other documents described herein, may be obtained fr om the City , for which the City may charge a fee .

The City’s address for such purpose is: City of Bakersfield, 1600 Truxtun Avenue, Bakersfield, California 93301, Attention: Finance Director. The Finance Director’s telephone number is (661) 326-3740.

The C ity maintains a website. However, none of the information on the City’s website is incorporated by reference in this Official Statement, and such information should not be relied upon in making investment decisions with respect to the Series 2025A Bonds.

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5 THE REFUNDING PLAN
A portion of the proceeds from the sale of the Series 2025A Bonds, along with certain available moneys of the City, will be used to defease all or a portion of the outstanding Series 2015 A Bonds, as more particularly described in the following table:

Maturity Date
Principal
Outstanding
Redemption
Date*
CUSIP
Number(1)
September 15, 2025 $ 9,365,000 N/A 05753PCC4
September 15, 2026 9,885,000 September 25, 2025 05753PCD2 September 15, 2027 10,405,000 September 25, 2025 05753PCE0 September 15, 2028 11,030,000 September 25, 2025 05753PCF7 September 15, 2029 11,595,000 September 25, 2025 05753PCG5 September 15, 2030 12,195,000 September 25, 2025 05753PCH3 September 15, 2031 4,265,000 September 25, 2025 05753PCJ9

Total $68,740,000

(1) CUSIP® is a registered trademark of the American B ankers Association. Copyright© 2025 American Bankers Association.

All rights reserved. CUSIP® data are provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC on behalf of the American Bankers Association. These data are not intended to create a database and do not serve in any way as a substitute for CUSIP Global Services. CUSIP® numbers are provided for convenience of reference only. Neither the City nor the Underwriter takes responsibility for the accuracy of such numbers.

The Series 20 15A Bonds were issued pursuant to, and will be refunded in accordance with, the terms of the Master Indenture , as supplemented by a Fourth Supplemental Trust Indenture, dated as of August 1, 2015, by and between the City and U.S. Bank Trust Company, National Association, as trustee (the “2015 Trustee”). Upon the delivery of the Series 2025A Bonds, a portion of the proceeds from the sale of the Series 2025A Bonds, together with certain other available moneys then on deposit in the funds and accounts established under the Master Indenture and the Fourth Supplemental Indenture and held by the 2015 Trustee (collectively, the “Escrow Proceeds”), will be delivered to the 20 15 Trustee, acting as escrow agent (the “Escrow Agent”) under that certain Escrow Agreement, dated _________, 2025 (the “Escrow Agreement”), by and between the City and the Escrow Agent. The Escrow Agent will deposit the Escrow Proceeds in accordance with the Escrow Agr eement in an irrevocable escrow fund (the “Escrow Fund”) for the benefit of the owners of the Series 20 15A Bonds, to be invested in direct, noncallable, general obligations of the United States Treasury (“Refunding Securities”), plus an amount held in cash , if any. The Refunding Securities, together with earnings thereon, will be used to pay the principal of and interest on the Series 2015A Bonds maturing on September 15, 2025 and redeem the remaining Series 2015A Bonds on September 25, 2025* (the “Redemption Date”), at the redemption price of 100% of the principal amount of the Series 2015A Bonds, together with interest accrued thereon to the redemption date.

Causey Public Finance, LLC (the “Verification Agent”) will verify that the Refunding Securities, together with the earnings thereon and any uninvested cash held by the Escrow Agent in the Escrow Fund, will be sufficient to pay all of the principal , interest, and redemption premium, if any, coming due with respect to the Series 2015A Bonds.

* Preliminary; subject to change.

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6 ESTIMATED SOURCES AND USES OF FUNDS
The following table details the estimated sources and uses of the proceeds from the sale of the Series 2025A Bonds:

SOURCES:

Principal Amount of the Series 2025A Bonds
Plus/Less Original Issue Premium/Discount
Other Available Moneys
Total:

USES:

Deposit to Escrow Fund
Underwriter’s Discount
Deposit to Series 2025A Costs of Issuance Fund(1)
Total:

(1) Moneys in the Series 2025A Costs of Issuance Fund will be used to pay the fees and expenses of Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Trustee, the Escrow Agent, and the Verification Agent, as well as rating fees, printing fees, and other miscellaneous costs related to the issuance of the Series 2025A Bonds.

THE SERIES 2025A BONDS
Authority for Issuance
The Series 2025A Bonds are being issued by the City pursuant to (i) the Charter of the City, (ii) the Bond Law, (iii) the Refunding Law, (iv) the Resolution, and (v) the Indenture.

Delivery in Book-Entry Form
The Series 2025A Bonds shall be is sued in fully registered form only and, when issued, will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository for the Series 2025A Bonds. Ownership interests in the Series 2025A Bonds may be purchased in Author ized Denominations, in book -entry form only. So long as Cede & Co. is the registered owner of the Series 2025A Bonds, principal of and interest on the Series 2025A Bonds are payable by wire transfer by the Trustee to Cede & Co., as nominee for DTC. Upon re ceipt of payments of principal and interest with respect to the Series 2025A Bonds, DTC will in turn remit such principal and interest to the participants in DTC for subsequent disbursement to the beneficial owners of the Series 2025A Bonds. See “APPENDIX E – Book-Entry System.”
Payment of the Series 2025A Bonds
The Series 2025A Bonds will be dated the date of their initial delivery and will mature on September 15 on the respective dates and in the respective amounts, and the interest payable thereon will be computed at the respective rates, all as set forth on the inside cover page of this Official Statement.

Interest on the Series 2025A Bonds will be calculated on the basis of a year of 360 days and twelve 30 - day months and is payable semiannually on each Interest Payment Date until the maturity thereof. Interest on the Series 2025A Bonds (other than the Series 2025A Bonds held by DTC or its nominee) will be paid by check or draft, mailed by first class mail to the Owners as of the close of business on the Record Date preceding the applicable Interest Payment Date. Principal of each Series 2025A Bond will be payable

46738.00002\43742981.6

7 upon surrender of such Series 2025A Bond at the Corporate Trust Office of the Trustee in Los Angeles, California, upon the maturity thereof; pro vided that with respect to Series 2025A Bonds that are held by DTC or its nominee, the Trustee will make other arrangements for the payment of such principal as provided in the Indenture.

No Redemption of the Series 2025A Bonds
The Series 2025A Bonds are not subject to redemption prior to their stated maturities.

SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2025A BONDS Limited Obligations
THE SERIES 2025A BONDS REPRESENT A SPECIAL, LIMITED OBLIGATION OF THE

CITY PAYABLE SOLELY FROM AND SECURED BY A PLEDGE OF THE NET REVENUES

DERIVED BY THE CITY FROM THE OPERATIONS OF THE ENTERPRISE AND CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE INDENTURE. NONE OF THE PROPERTIES OF

THE ENTERPRISE ARE SUBJECT TO ANY MORTGAGE OR OTHER LIEN FOR THE BENEFIT OF THE OWNERS OF THE SERIES 2025A BONDS, AND NEITHER THE FULL FAITH AND

CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY, THE STATE, OR ANY

OTHER POLITICAL SUBDIVISION OR AGENCY OF THE STATE IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2025A BONDS. THE ISSUANCE OF THE SERIES 2025A BONDS DOES NOT DIRECTLY OR INDIRECTLY OBLIGATE

THE CITY, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION OR

AGENCY OF THE STATE TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATSOEVER OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THE SERIES 2025A BONDS.

Pledge of Net Revenues
The Series 2025A Bonds are secured by and payable from Net Revenues. Net Revenues for any Fiscal Year are derived from the Revenues for such Fiscal Year, less the Operation and Maintenance Costs for such Fiscal Year.

The term “Revenues” is defined in the Master Indenture as all charges received for, and all other income and receipts directly or indirectly derived by the City from the operation and use of the Enterprise, or arising from the Enterprise, or any part of the Enterprise, and includes, without limitation, all revenues received by the City, or any municipal corporation or agency succeeding to the rights of the City, from the Enterprise, and from the sale and use of wastewater, wastewater services or facilities, or any other service, commodity, or facility, or any combination thereof furnished to the inhabitants of the Service Area (herein defined) for the Enterprise, including (a) except as provided in (v) below, investment earnings allocated to the Wastewater Treatment Fund by the City from amounts in the Construction Fund or Debt Service Fund, the Debt Service Reserve Funds, the Rate Stabilization Fund, and from surplus Net Revenues, all in accordance with the Master Indenture, (b) all income derived from the investment of any money in the Wastewater Treatment Fund, (c) money released from the Rate Stabilization Fund, to the extent that the amount released is not considered Revenues and is used to pay Operation and Maintenance Costs or debt se rvice requirements on Bonds in the year released, (d) money released from the Rebate Fund to the City and allocated by the City to the Wastewater Treatment Fund in accordance with a Supplemental Indenture, (e) property insurance proceeds which are not necessary to restore or replace the property lost or damaged and the proceeds of the sale or other disposition of any part of the Enterprise, (f) that portion of expansion charges and/or impact fees established specifically to pay debt service on debt obligations, (g) any rental income derived from the leasing of real property, (h) Connection Fees, and

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8 (i) any money released from the Rate Stabilization Fund, to the extent necessary to meet the rate covenant set forth in the Master Indenture for the then current Fiscal Year; provided, however, that Revenues do not include (i) any money received as (A) grants or gifts from the United States of America, the State, or other sources, and limited to a specific purpose inconsistent with the payment of principal of and interest on the Bonds, (B) the proceeds of any charge or tax intended as a replacement therefore or other capital contributions from any source which are restricted as to a use inconsistent with the payment of principal of and interest on the Bonds, or (C) the proceeds of any charges required by State or federal regulations to be levied and collected from users and held, distributed, or used for a specific designated or limited purpose, (ii) taxes and/or fees collected by the City and remitted to other gove rnmental agencies, (iii) condemnation proceeds or the proceeds of any insurance policy, except any insurance proceeds derived in respect of loss of use or business interruption, (iv) proceeds from the sale of real property owned or used by the Enterprise, (v) any arbitrage earnings that are required to be paid to the U.S.

Government pursuant to Section 148 of the Code (as defined herein), (vi) any current year Revenues transferred into the Rate Stabilization Fund, or (vii) Capitalized Interest.

The term “Operation and Maintenance Costs” is defined in the Master Indenture as, for any given period, the total reasonable and necessary costs and expenses paid or incurred by the City for maintaining and operating the Enterprise, as determined in accordance with ge nerally accepted accounting principles as in effect from time to time, including all reasonable expenses of management, repair, and other expenses necessary to maintain and preserve the Enterprise in good repair and working order, and including all adminis trative costs of the City that are properly charged directly or apportioned to the operation of the Enterprise, such as salaries and wages of employees, overhead, taxes (if any), and insurance premiums, and including all other reasonable and necessary cost s and expenses of the City or charges required to be paid by the City to comply with the terms of the Indenture, such as compensation, reimbursement, and indemnification of the Trustee, the Credit Provider, and the Liquidity Provider, and fees and expenses of Consultants; provided, however, that Operation and Maintenance Costs do not include Annual Debt Service, depreciation, replacement, and obsolescence charges or reserves therefor, amortization of intangibles, and operation and maintenance expenses of th e Enterprise payable from moneys other than Revenues.

Pursuant to the Indenture, the City has pledged and assigned to the Trustee and granted the Trustee a lien on and security interest in the Net Revenues and certain funds and accounts held by the Trustee, as described above. See “APPENDIX A – Summary of Certain Provisions of the Principal Legal Documents.”
Parity Obligations
On June 18, 2020, the City issued its $10,525,000 Wastewater Revenue Refunding Bonds, Series 2020A (Forward Delivery), all of which are currently outstanding. The Series 2020A Bonds are payable and secured by Net Revenues on a parity with the Series 2025A Bonds. See “– Estimated Debt Service on Outstanding Bonds” below.

No Reserve Fund for Series 2025A Bonds
The Master Indenture provides that the City may establish a debt service reserve fun d for a given series of Bonds. No such debt service reserve fund was established for the Series 2020A Bonds and no such reserve fund will be established for the Series 2025A Bonds.

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9 Wastewater Treatment Fund; Flow of Funds
Pursuant to the Master Indenture, so long as there are any Outstanding Bonds, all Revenues are required to be deposited in the City of Bakersfield Wastewater Treatment Fund (the “Wastewater Treatment Fund”), established and held by the City, and such Revenues must be set aside for the payment of the following amounts or deposited or transferred to the following funds and subaccounts in the order listed:

Operation and Maintenance Subaccount. A sufficient amount of Revenues, from time to time, as set forth in the budget of the City for such Fiscal Year as finally approved by the City shall be deposited in the Operation and Maintenance Subaccount. In the event that the balance in the Operation and Maintenance Subaccount at any time is i nsufficient to make any required payments therefrom, additional amounts at least sufficient to make such payments must immediately be deposited in the Operation and Maintenance Subaccount from the Wastewater Treatment Fund.

Debt Service Funds. At least five Business Days prior to each Payment Date, a sufficient amount of Revenues will be transferred by the City from, without priority and on an equal basis, to the Trustee in the amounts, at the times, and in the manner provided in the Master Indenture to pro vide for the payment of the principal of and interest to become due on the Outstanding Bonds.

Debt Service Reserve Funds. A sufficient amount of Revenues will be transferred by the City, without priority and on an equal basis, except as to timing of payment to the Debt Service Reserve Funds, if any, at the times and in such amounts as specified in a Supplemental Indenture to be used in the manner provided in the Master Indenture.

Subordinate Obligation Debt Service. A sufficient amount of Revenues will be transferred by the City from time to time as shall be necessary to make all payments and deposits required to be made on all Subordinate Obligations, but only to the extent (except as otherwise provided in the Master Indenture) a specific pledge of Net Reve nues has been made in writing to the payment of debt service on such indebtedness.

Subordinate Obligation Debt Service Reserve Funds. Upon any deficiency in any debt service reserve fund established by or for the benefit of the City in connection with any Subordinate Obligations, the City will deposit in such debt service reserve fund at such times and in such amounts as are sufficient to replenish withdrawals from such debt service reserve fund; and the full amount of any deficiency in such debt service re serve fund due to any required valuations of the investments in such debt service reserve fund until the balance in such debt service reserve fund is at least equal to the debt service reserve requirement with respect to such Subordinate Obligations, but o nly to the extent a specific pledge of Net Revenues has been made in writing to the payment of any such debt service reserve requirement on such indebtedness.

Wastewater Capital Reserve Fund. A sufficient amount of Revenues will be deposited, from time to time, to the Wastewater Capital Reserve Fund, such that the balance in the Wastewater Capital Reserve Fund equals the Wastewater Capital Reserve Fund Requirement.

Rate Stabilization Fund. At the option of the City, Net Revenues may be transferred to the Ra te Stabilization Fund to be used for the purposes stated in the Master Indenture. Currently, there is no balance in the Rate Stabilization Fund.

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10 In the event that during a Fiscal Year there is on deposit in the Wastewater Treatment Fund amounts not needed to satisfy the funding requirements described above, the City may withdraw such amounts as its sole property to be used for any lawful purpose of the Enterprise.

Series 2025A Debt Service Fund
Pursuant to the Sixth Supplemental Indenture, the Trustee is r equired to make deposits into the Series 2025A Debt Service Fund as follows:

Interest Account. The Trustee will deposit into the Interest Account established within the Series 2025A Debt Service Fund (the “Interest Account”) those amounts received from the City pursuant to the Indenture to be used to pay interest on the Series 2025A Bonds. The Trustee will also deposit into the Interest Account any other amounts deposited with the Trustee for deposit in the Interest Account or transferred from other funds and accounts for deposit therein. All amounts held at any time in the Interest Account will be held on a priority basis for the ratable security and payment of interest due on the Series 2025A Bonds in accordance with their terms and amounts due and payable by the City under any interest rate swap agreement entered into by the City with respect to all or a portion of the Series 2025A Bonds at any time in proportion to the amounts due or accrued with respect to each of them. Earnings on the Interest Account will be retained in such account.

Principal Account. The Trustee will deposit into the Principal Account established within the Series 2025A Debt Service Fund (the “Principal Account”) amounts received from the City pursuant to the Indenture to be used to p ay principal of the Series 2025A Bonds at maturity. The Trustee will also deposit into the Principal Account any other amounts deposited with the Trustee for deposit into the Principal Account or transferred from other funds and accounts for deposit therein. On or about July 15 of each Fiscal Year, earnings on the Principal Account will be withdrawn by the Trustee and paid to the City for deposit into the Wastewater Treatment Fund unless an Event of Default exists under (and as defined in) the Master Indenture, in which event the earnings will be retained in the Principal Account.

The Series 2025A Debt Service Fund will be invested and reinvested as directed by the City in Permitted Investments. See “APPENDIX A – Summary of Certain Provisions of the Principa l Legal Documents – Selected Definitions – Permitted Investments.” Issuance of Additional Bonds
Pursuant to the Master Indenture, the City may issue or incur additional series of Bonds (each, a “Series of Bonds”) payable from Net Revenues on a parity with the Series 2025A Bonds and the Series 2020A Bonds; provided that, as a condition to the issuance of any such additional Series of Bonds, there shall first be delivered to the Trustee either:
(a) a certificate of the City, dated as of a date between the dat e of pricing of the Series of Bonds being issued and the date of delivery of such Series of Bonds (both dates inclusive), showing the Net Revenues for any 12 consecutive months out of the most recent 18 consecutive months immediately preceding the date of issuance of the proposed Bonds or preceding the first issuance of the proposed Series of Bonds or preceding the first issuance of the proposed Program Bonds were at least equal to 125% of Maximum Aggregate Annual Debt Service with respect to all Outstandin g Bonds, Unissued Program Bonds, and the proposed Series of Bonds, calculated as if the proposed Series of Bonds and the full Authorized Amount of such proposed Program Bonds (as applicable) were then Outstanding; or

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11 (b) a certificate of an independent con sultant approved by the City (the “Consultant”), dated as of a date between the date of pricing of the Series of Bonds being issued and the date of delivery of such Series of Bonds (both dates inclusive), showing that:
(i) the Net Revenues for the last aud ited Fiscal Year or for any 12 consecutive months out of the most recent 18 consecutive months immediately preceding the date of issuance of the proposed Series of Bonds or the establishment of a Program, were at least equal to 125% of the sum of the Aggre gate Annual Debt Service due and payable with respect to all Outstanding Bonds for such applicable period;
(ii) for the period, if any, from and including the first full Fiscal Year following the issuance of such proposed Series of Bonds through and includ ing the last Fiscal Year during any part of which interest on such Series of Bonds is expected to be paid from the proceeds thereof, the Consultant estimates that the City will be in compliance with the Master Indenture; and (iii) for the period from and including the first full Fiscal Year following the issuance of such proposed Series of Bonds during which no interest on such Series of Bonds is expected to be paid from the proceeds thereof through and including the later of: (A) the fifth full Fiscal Year following the issuance of such Series of Bonds, or (B) the third full Fiscal Year during which no interest on such Series of Bonds is expected to be paid from the proceeds thereof, the estimated Net Revenues for each such Fiscal Year, will be at least equ al to 125% of the Aggregate Annual Debt Service for each such Fiscal Year with respect to all Outstanding Bonds, and Unissued Program Bonds, and calculated as if the proposed Series of Bonds and the full Authorized Amount of such proposed Program Bonds (as applicable) were then Outstanding.

For purposes of subsections (b)(ii) and (iii) above, in estimating Net Revenues, the Consultant may take into account (1) Revenues from Projects or Enterprise operations reasonably expected to become available during the period for which the estimates are provided, (2) any increase in fees, rates, charges, rentals, or other sources of Revenues which have been approved by the City and will be in effect during the period for which the estimates are provided, (3) any other i ncreases in Revenues which the Consultant believes to be a reasonable assumption for such period. With respect to Operation and Maintenance Costs, the Consultant shall use such assumptions as the Consultant believes to be reasonable, taking into account: ( i) historical Operation and Maintenance Costs, (ii) Operation and Maintenance Costs associated with any Projects and any other new Enterprise facilities, and (iii) such other factors, including inflation and changing operations or policies of the City, as the Consultant believes to be appropriate. The Consultant shall include in the certificate or in a separate accompanying report a description of the assumptions used and the calculations made in determining the estimated Net Revenues and shall also set for th the calculations of Aggregate Annual Debt Service, which calculations may be based upon information provided by another Consultant.

For purposes of preparing the certificate or certificates described above, the City or the applicable Consultant may rely upon financial statements prepared by the City which have not been subject to audit by an independent certified public accountant if audited financial statements for the Fiscal Year or period are not available; provided, however, that the City must certify as to their accuracy and that such financial statements were prepared substantially in accordance with generally accepted accounting principles, subject to year-end adjustments.

Neither of the certificates described above shall be required:
(a) if the Se ries of Bonds being issued are for the purpose of refunding then Outstanding Bonds and there is delivered to the Trustee, instead, a certificate of the City showing that Aggregate

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12 Annual Debt Service on all Outstanding Bonds, and Unissued Program Bonds aft er the issuance of such Refunding Bonds will not exceed the Aggregate Annual Debt Service on all Outstanding Bonds, and Unissued Program Bonds prior to the issuance of such Refunding Bonds, for each Fiscal Year; (b) if the Series of Bonds being issued cons titute Notes and there is delivered to the Trustee, instead, a certificate prepared by the City showing that the principal amount of the proposed Notes being issued, together with the principal amount of any Notes then Outstanding, does not exceed 10% of the Net Revenues for any 12 consecutive months out of the most recent 24 months immediately preceding the issuance of the proposed Notes and there is delivered to the Trustee a certificate of the City setting forth calculations showing that for each of the Fiscal Years during which the Notes will be Outstanding, and taking into account the debt service becoming due on such Notes, the City will be in compliance with the Indenture; or
(c) if the Series of Bonds being issued are to pay costs of completing a Pro ject for which Bonds have previously been issued and the principal amount of such Series of Bonds being issued for completion purposes does not exceed an amount equal to 15% of the principal amount of the Series of Bonds originally issued for such Project and reasonably allocable to the Project to be completed as shown in a written certificate of the City and there is delivered to the Trustee (1) a Consultant’s certificate stating that the nature and purpose of such Project has not materially changed and (2 ) a certificate of the City to the effect that (y) all of the proceeds (including investment earnings on amounts in the Construction Fund allocable to such Project) of the original Bonds issued to finance such Project have been or will be used to pay Costs of the Project and (z) the then estimated Costs of the Project exceed the sum of the Costs of the Project already paid plus moneys available in the Construction Fund established for the Project (including unspent proceeds of Bonds previously issued for such purpose).

Issuance of Subordinate Obligations
Pursuant to the Master Indenture, the City may, from time to time, incur indebtedness that is subordinate to the lien of the Bonds (“Subordinate Obligations”). Such indebtedness may be incurred at such times and upon such terms as the City shall determine; provided that:
(a) any Supplemental Indenture authorizing the issuance of any Subordinate Obligations must specifically state that such lien on or security interest granted in the Net Revenues is junior and subordinate to the lien on and security interest in such Net Revenues and other assets granted to secure the Bonds;
(b) payment of principal of and interest on such Subordinate Obligations shall be permitted; provided that all deposits required to be mad e pursuant to the Master Indenture to and from the Wastewater Treatment Fund, if any, are then current in accordance with the Master Indenture; and (c) such obligations, if a default in payment, may not be accelerated if any Bonds are outstanding.

Currently, there are no Subordinate Obligations Outstanding.