Brentwood City Council
September 10, 2024

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024
Standard Waiver Requested Analysis
Staff recommends granting
this waiver.
2 Lot Width:

Minimum lot width
is 90 feet
Narrowest width of a
duet lot is 40 feet and
would be out of
compliance with the 90
foot lot width
requirement.

Adherence to this standard
would prevent the duet lots
from being constructed in
the proposed layout. Staff
thus recommends granting
this waiver.
3 Lot depth:

Maximum 150
feet.

Waiver of the maximum
lot depth to
accommodate lots #33,
lot #20 and lot #24
The project could not be
constructed at the proposed
density in the proposed
layout if the maximum lot
depth requirements are
applied to these lots. Staff
thus recommends granting
this waiver.
4 Front Setbacks:

Minimum 20 feet
Waiver for the minimum
setback to be 10 feet to
accommodate duet units
and for encroachments
of front porches on 24
detached home lots.

Duet lot #11 is proposed
with a 15 foot setback, and
the project could not be
constructed at the proposed
density if the 20-foot
standard is applied to this
lot. Staff thus recommends
granting the requested
waiver as to this lot.

Additionally, there are 24
detached homes that are
proposed with front porches
with a 15 foot setback. The
project can be constructed
at the proposed density
even if it complies with this
standard for the 24
detached homes without
reducing the requested
density or unit count. Staff
therefore recommends that
the requested waiver only
be granted as to the duet
lots. A draft condition of
approval is included in the

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024
Standard Waiver Requested Analysis
attached resolution requiring
all non-duet lots to meet the
20’ front setback standard.
5 Side yards and
rear yards.

Side yard: 12 feet
with an average of
30 Rear Yard:20 feet
Waiver for the duet lots
to be at 0’ side yard and
0’ rear yard only where
the duet units share a
common wall. Setbacks
along the perimeter of
the duet lots shall be as
otherwise required or
waived in this approval.

The project could not be
constructed at the proposed
density if these standards
are required, as construction
of the duet units would be
impossible. Staff thus
recommends granting this
waiver.

Aside from the first three waivers, the Planning Commission recommended that the Council only waive those standards that apply and affect the constructability of the duet units. These waivers would be only those that were necessary in order to construct the duets since the Ordinance allows them to be built on smaller lots.

Park Acreage
Due to the Planning Commission recommendation changing the unit count from 40 units (35 units plus the 5 shared housing units) to 37 units, there would be a slight reduction to the required park acreage calculation. In accordance with laws allowing cities to require the dedication of parkland (or payment of fees in-lieu thereof) in conjunction with new residential subdivisions, General Plan Policy CSF 2-2 directs the City to “[a]chieve and maintain a minimum overall citywide ratio of 5 acres of park land per 1,000 residents.” Consistent with the General Plan, the Parks and Recreation Department uses 3.2 as the average number of persons per dwelling unit for this calculation.

Average Number of Persons/unit (3.2) X .0050 = .0160 acres per unit 37 units x .0160 acre = 0.59 acres
Based on this, the project would be required to pay a fee in-lieu of dedication equivalent to the value of 0.59 acres or to construct a 0.59 acres park. The application currently proposes a single parcel totaling 0.58-acres that would be dedicated to the City for park purposes and, therefore, this application would be required to increase the park area by 0.01-acre as reflected in the VTSM resolution.

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024
Throughout the hearing, the Commission’s biggest concern regarding the project was the proposed shared housing building and how this would fit into the fabric of the City, and what it would mean for the project if the Council did not accept the dedication. Due to this, the Commission recommended that the City Council approve the PC Recommended Project, which features two sets of duet units and eliminates the shared housing building. The Commission called for a ten minute recess to allow staff to bring back resolutions that reflected these changes. Thereafter, the Commission unanimously voted to adopt Resolution No. 23-038, recommending that the City Council adopt the MND and MMRP for the project; Resolution No. 23-038 recommending that the City Council approve a VTSM with 37 units including two sets of duet units; and Resolution No. 23-040 recommending that the City Council approve the Design Review application with two sets of duets.

The PC Recommended Project accomplishes many of the applicant’s goals, but if the applicant does not agree to this version of the project, state law does not empower the City to require them to accept it.

CITY COUNCIL MEETING OF JANUARY 23, 2024, AND CONTINUANCE This project was agendized and duly noticed for the January 23, 2024, City Council meeting. However, early that afternoon, the applicant submitted a letter (attached) to the Council requesting the consideration of a new alternative (Revised Project #2) to the PC Recommended Project. Because consideration of Revised Project #2 would require revisions to the resolutions, staff requested a continuance in order to analyze the new proposal to ensure that it is consistent with all applicable laws and the IS/MND. The City Council unanimously voted to continue the hearing to February 27, 2024.

REVISED PROJECT #2
This new alternative (attached) proposes 40 units on 40 lots, which includes two sets of duet units and 36 market rate detached units.

Project Description
The following highlights the differences between the new 40-lot proposal (Revised Project #2) compared to the original 36-lot, 5 shared housing unit, proposal (Revised Project #1):

Table 5: Comparison of Revised Project #1 and #2
Items to remain the same Items that would change
 MND and MMRP: De Novo consultants
issued a memorandum (attached)  Eliminates five unit shared housing building

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024
indicating that there are negligible
changes between a 40-unit project
and a 36-unit project.
 Architecture
 Landscape plan
 Park location and size
 Bio-retention locations and methods
 Fencing/wall plan
 Off-site improvements
 Ingress/egress and circulation
 No longer offers a unit for dedication
 Adds a set of duets for a total of four
units in duets
 Increases number of market rate
homes (33 to 36)
 Increases in number of lots (36 to 40)
 30 lots under 12,000 square feet
(including duet lots) instead of only 2
lots (duets)
 Modifies requested waivers to include
reduced lot sizes for market rate lots
Development Standards
The proposed project, with waivers, would be consistent with the requirements of the R-1-12 zoning district as follows:

Table 6: R-1-12 development standards (Revised Project #2) R-1-12
Development
Standards
Proposed Revised Project #2
Complies?
Minimum Lot
Area
Detached lots:
12,000 sf
26 lots between
10,000 sf –
11,558 sf
10 lots at least
12,000 sf
No, waiver requested
Duet lots: 3,000 sf
Duet lots between
5,979 sf – 6,460
sf
Yes
Minimum Lot
Width
90 ft + 90 feet
measured 30 feet
from front property
lines for lots on the
“bulb” of curvilinear
street.
23 lots <90 ft
17 lots >90 ft No, waiver requested
Maximum Lot
Depth 150 ft
210 ft on lots
#20, 24 and 33.

All other lots
meet this
requirement.

No, waiver requested
Minimum
Front Yard
Setback
20 ft 10 ft No, waiver requested

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024
R-1-12
Development
Standards
Proposed Revised Project #2
Complies?
Minimum
Side Yard
Setback
12 ft, sum of both
sides 30 ft
All detached lots:
12 feet, sum of
both sided 30 ft
Duet lots: 0 ft
Detached lots comply
Waiver requested for
duet lots
Minimum
Rear Yard
Setbacks
20 ft
All detached lots:
20 ft minimum
Duet lots: 0 ft
Detached lots comply
Waiver requested for
duet lots
Minimum OffStreet
Parking
Spaces
2 2 Yes
Maximum
Building
Height
30 ft 28 ft, seven
inches Yes
Density 1.1-3.0 dwelling
units per acre

2.45 dwelling
units per acre Yes
Consistency with the Affordable Housing Ordinance
The applicant’s alternative proposal would be in compliance with the City’s affordable housing ordinance as follows:

Table 7: Local Affordable Housing Ordinance Requirements (Revised Project #2)
Affordability
Level
Required (for
ownership
projects)
Proposed Does Revised
Project #2 meet
requirement?
Very-low 3% (1.2 units
rounded to 1 unit)
2/40 = 5% (duet on
Lot 36 and 11)
Yes
Low 4% (1.6 units
rounded to 2 units)
1/40 = 2.5%
(duet unit on Lot 18)
Yes
Moderate 3% (1.2 units
rounded to 1 units)
1/40 = 2.5% (singlefamily home on Lot 37)Yes
Total 10%
(4 units)
4/40 = 10% Yes

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024
As seen above, the applicant would be in compliance with the 10% affordability required and defined by the Ordinance that was vested pursuant to the April 2022 SB 330 application. In addition to this, the applicant’s revised plotting plan exhibit shows that the duet units would not be located near each other, which is consistent with the requirements of the City’s Affordable Housing Ordinance.

State Density Bonus Law Request
The applicant is still seeking to qualify for waivers under the SDBL in order to gain relief from the City’s density transition policy. In order to qualify for waivers, the applicant must include at least 5% of the proposed units as affordable to very-low income households. The applicant meets this requirement as follows:

Table 8: State Density Bonus Law (Revised Project #2)
As noted above, the applicant would still qualify for the SDBL waivers by providing two very-low income units. The requested waivers are as follows:

Table 9: Waivers Requested (Revised Project #2)
Standard Waiver Requested Analysis
1 Transition Lots:

Lots facing or
abutting existing
residential lots of
one acre or more
have a minimum
size of 20,000
square feet
Elimination of the
transition lot
requirement for lots
along the perimeter of
the project.

Providing 20,000 sf
transition lots would
physically preclude
construction of 6 of the
proposed units. This would
reduce the overall density of
the project as proposed.

Staff recommends granting
this waiver.
2 Lot Size Waiver for 26 lots to be
below the minimum lot
size of 12,000 sq. ft.

The proposed range is
Adherence to this standard
would prevent the project
from being constructed in
the proposed layout. Staff
Affordability
Level
Minimum number of
units required
Proposed Does Revised
Project #2 meet
minimum
qualifications for
SDBL eligibility?
Very-low 5% (1.8 units rounded to 2
units)
2/40 = 5% Yes

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024
Standard Waiver Requested Analysis
between 10,000 sq. ft.
and 11,558 sq. ft.
thus recommends granting
this waiver.
3 Lot Width:

Minimum lot width
is 90 feet
23 lots would be less
than 90’ wide.

Adherence to this standard
would prevent the project
from being constructed in
the proposed layout. Staff
thus recommends granting
this waiver.
4 Lot depth:

Maximum 150
feet.

Waiver of the maximum
lot depth to
accommodate lots #33,
lot #20 and lot #24
The project could not be
constructed at the proposed
density in the proposed
layout if the maximum lot
depth requirements are
applied to these lots. Staff
thus recommends granting
this waiver.
5 Front Setbacks:

Minimum 20 feet
Waiver for the minimum
setback to be 10 feet to
accommodate duet units
and for encroachments
of front porches on
detached home lots.

Adherence to this standard
would prevent the project
from being constructed in
the proposed layout. Staff
thus recommends granting
this waiver.
6 Side yards and
rear yards.

Side yard: 12 feet
with an average of
30 Rear Yard:20 feet
Waiver for the duet lots
to be at 0’ side yard and
0’ rear yard only where
the duet units share a
common wall. Setbacks
along the perimeter of
the duet lots shall be as
otherwise required or
waived in this approval.

The project could not be
constructed at the proposed
density if these standards
are required, as
construction of the duet
units would be impossible.

Staff thus recommends
granting this waiver.

Park Acreage
The proposed alternative of 40 units would require the payment of a fee in-lieu of dedication of 0.64 acres or the construction of a 0.64 acre park. The application currently proposes a single parcel totaling 0.58-acre that would be dedicated to the City for park purposes and, therefore, this application would be required to increase

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024
the in lieu fee payment by the monetary equivalent of 0.06-acre or the construction of a 0.64 acre park, as reflected in the attached draft VTSM resolution.

Public Comment
Prior to the City Council meeting, a comment was submitted by Leanne Alfaro (attached), a neighboring property owner who is concerned about two, two-story homes that would about her property. She requests that the Council consider requiring the applicant to improve the property with a 10-foot wall around the entire development or at least the portions that abut her property. Staff does not recommend that a wall, especially one with a height of 10-feet, be required since this would not be consistent with typical single family residential development.

CITY COUNCIL MEETING OF FEBRUARY 27, 2024, AND CONTINUANCE This project was agendized and duly noticed for the February 27, 2024, City Council meeting. A few hours before the meeting, however, the City received two letters.

The first letter is from Leigh Prince of Fox Rothschild LLP, on behalf of Discovery Builders, Inc., alleging that the project’s MND and Density Bonus were inadequate.

The second letter is from Louis Parsons of Discovery Builders, Inc., alleging that the project’s architectural drawings were prepared by Discovery Design Group (DDG) and that the Project Applicant did not have express authorization to use the drawings (both letters attached). Due to this, the project was again continued to a date uncertain.

Since then, De Novo Planning Group (CEQA consultant for the City) reviewed the MND and determined that it is adequate (see attached memorandum). In addition, City staff has reviewed the density bonus proposal and found it to be in conformance with the State Density Bonus Law. Finally, the applicant submitted revised architectural plans drawn by RRM Design Group; they are part of the attached project plans.

CONCLUSION
As mentioned above, the project has evolved through the entitlement process. The revised original project that the Planning Commission considered was dependent on the City Council accepting a unit for dedication. Due to this, the Planning Commission recommended to the Council to adopt an alternative to the applicant’s project (as described above). Prior to the public hearing for City Council’s consideration, the applicant submitted a fourth alternative. Staff reviewed the applicant’s fourth submittal, and determined, as outlined above, that the alternative is substantially similar to the PC’s recommendation in that it would meet the affordable housing requirements, qualify for Density Bonus waivers and would be in conformance with

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024
the CEQA requirements. A few noteworthy changes are the addition of two market rate units and smaller lots sized throughout the project. The below table provides a comparison of the evolution of the project:

Table 10: Comparison of Project Proposals
Plan 1 “Original
Project”
Plan 2 “Revised
Project 1”
Plan 3 “PC
Recommended
Project”
Plan 4 “Revised
Project 2”
 35 detached units
 Wing lots
 40 total units
 34 detached units
 1 set of duet units
 Shared housing
building (5 units)
 1 duet unit offered
for dedication
 No wing lots
 37 total units
 33 detached units
 2 sets of duets
 No wing lots
 No shared housing
building
 No unit offered for
dedication
 40 total units
 36 detached units
 2 sets of duets
 No wing lots
 No unit offered for
dedication
 No shared housing
building
Density Bonus
 None requested
Density Bonus
 Seeking waivers
Density Bonus
 Seeking waivers
Density Bonus
 Seeking waivers
CEQA
 In compliance
CEQA
 In compliance
CEQA
 In compliance
CEQA
 In compliance
Park Size Required:

0.56 acres
Park Size Required:

0.64 acres
Park Size Required:

0.59 acres
Park Size Required:

0.64 acres
The options that City Council can pursue are summarized below. It should be noted that the June 11, City Council meeting will be the fourth hearing held on the project.

Under SB 330, cities are prohibited from conducting more than five hearings in connection with a housing project approval if the project complies with the applicable objective general plan and zoning standards in effect at the time an application is deemed complete.

OPTIONS

1. Consider and take action on the PC Recommended Project, reflected in the attached resolutions. However, as discussed above, if the applicant does not agree to this version of the project, state law does not empower the City to require them to accept it.

2. Consider Revised Project #2 and direct staff to revise the resolutions to document the City Council’s direction. The changes to the attached resolutions required in order to approve the Revised Project #2, as proposed, would be relatively minor and could be made at the Council meeting.

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024

CITY COUNCIL STRATEGIC INITIATIVE
Not Applicable.

PREVIOUS ACTION
Previous Action by the City Council is included on Attachment 1.

DATE OF NOTICE
The City of Brentwood published a public hearing notice in the Brentwood Press and mailed it to all property owners within 300 feet of the site on May 31, 2024. The applicant also posted the project site with the required signage.

ENVIRONMENTAL DETERMINATION
The City prepared a mitigated negative declaration (SCH# 2023100339) for this project in accordance with the requirements of the California Environmental Quality Act (CEQA, codified at Public Resources Code 21000, et seq., and as further governed by the State CEQA Guidelines, found at 14 CCR 15000, et seq.). Several potentially significant impacts were identified; however, mitigation measures are incorporated to reduce those impacts to less than significant levels. The public review period for the proposed IS/MND began October 13, 2023 and ended November 2, 2023. Staff did not receive any comment letters during this public review period.

The IS/MND may be reviewed by clicking on the link below and scrolling to “Lone Tree Residential Project:”
https://www.brentwoodca.gov/government/community-development/planning/ceqadocuments

ATTACHMENT(S)

1. Previous Action

2. CC resolution to adopt MND and MMRP

3. CC resolution for VTSM 9597

4. CC resolution for DR 22-005

5. Project Plans (Revised Project #1 Plans)

6. PC Staff Report

7. PC Recommended Project Master Plotting Plan

8. Original Project Master Plotting Plan

9. Public Comment, Leanne Alfaro

CITY COUNCIL AGENDA ITEM NO. H.1
06/11/2024

10.Applicable Version of Affordable Housing Ordinance

11. Letter and Memorandum to the Council from Applicant

12.Revised Project #2 Plans

13.Comparison Matrix

14.CEQA Memorandum

15. Louis Parsons Letter

16. Fox Rothschild Letter

17.CEQA Memo Responding to the Fox Rothschild Letter

PLANNING COMMISSION AGENDA ITEM NO. E.1
08/06/2024
SUBJECT: Conditional Use Permit and Design Review for Popeye’s restaurant with drive-through
DEPARTMENT: Community Development
STAFF: Erik Nolthenius, Planning Manager
Miguel Contreras, Associate Planner

TITLE/RECOMMENDATION
An application for a Conditional Use Permit (CUP 23-006) and a Design Review (DR 23-003) to construct (and operate beyond 10:00 p.m.) a 2,735 square foot Popeye’s drive-through restaurant and associated site improvements on a 3.4-acre parcel located at 7820 Brentwood Boulevard (APN 016-150-106).

Staff recommends that the Planning Commission adopt Resolution No. 24-031 denying Conditional Use Permit No. 23-006, and adopt Resolution No. 24-032 denying Design Review No. 23-003.

Based on direction provided by the Planning Commission at a public hearing on April 16, 2024, the recommendation is to deny the application, which negates the need for any review under the California Environmental Quality Act (CEQA), as CEQA does not apply to projects in which a public agency rejects or disapproves per 14 CCR Section 15270(a).

OWNER/APPLICANT
Centro Development Properties, LLC

GENERAL PLAN
Brentwood Boulevard Specific Plan (BBSP)

ZONING/SURROUNDING LAND USES
Mixed Use, Commercial/Office/Industrial/Residential (COIR) Surrounding Land Uses
North: Vacant property and two drive-through restaurants (Taco Bell and KFC) with Nancy Street beyond.

East: Susan Street with a single-story condominium neighborhood (Brentwood Villa) beyond.

PLANNING COMMISSION AGENDA ITEM NO. E.1
08/06/2024
South: Village Drive with a mix of commercial and apartment units beyond.

West: Brentwood Boulevard with NAPA Auto Parts and large vacant parcels.

PREVIOUS ACTION(S)
Previous actions related to this agenda item that were taken by the Planning Commission and City Council are listed below. To view prior actions and materials, and Brentwood Municipal Code references in the staff report, as applicable:
 Visit www.brentwoodca.gov/meetings, and select the meeting date(s) desired to see the reference materials and videos.
 Visit www.brentwoodca.gov/municipalcode to research references to the Brentwood Municipal Code and search by the code section(s) cited.

The Brentwood Boulevard Specific Plan was approved by the City Council on March 27, 2012.

On April 16, 2024, the project, as proposed, was brought before the Planning Commission during a public hearing. The Planning Commission did not approve the project and instead directed the applicant to work with staff and return with a project that did not include a drive-through feature. This is explained in detail below.

PLANNING COMMISSION AGENDA ITEM NO. E.1
08/06/2024

BACKGROUND
On April 16, 2024, the project, as proposed, was brought before the Planning Commission during a public hearing. During the public hearing the Planning Commission expressed concerns regarding the inclusion of the proposed 21-vehicle drive-through component, finding this to be in conflict with the BBSP’s stated vision and in particular goal #4, which seeks to transform the historical auto-oriented corridor into a more traditional boulevard that gives prominence to all modes of transportation (i.e., not solely to vehicles). The Commission also expressed a desire to improve the proposed open space with additional seating and vegetation. After deliberation, the Commission indicated that it was unable to make findings for approval of the Conditional Use Permit (and by default the Design Review since the drive-through component is integral to the design) and therefore directed the applicant to redesign the project without a drive-through component and to beautify the proposed open space area.

On April 17, 2024, staff spoke with the applicant via telephone. The applicant indicated that the plans would be reviewed and the open space component would be modified. The applicant also indicated, however, that while the drive-through component would be reviewed for possible improvements, it would more than likely be retained, as removing it would make the project financially unviable.

PROJECT DESCRIPTION
On June 11, 2024, the applicant submitted an updated set of plans (attached) with the following changes:
 Addition of three benches and four tables in the open space area.  Addition of approximately 147 square feet of landscaping within the open space area.

ANALYSIS
Except for the above mentioned changes, the resubmitted project is the same as the original (as described in the attached April 16, 2024 staff report), including the drivethrough feature. The Planning Commission previously stated that it could not make the required BMC Section 17.830.005 CUP findings with the drive-through and directed the applicant to redesign the project without the drive-through. Since the applicant has not done so, staff has prepared a resolution denying the proposed CUP with draft findings for the Commission’s consideration. It should be noted that if the Commission still intends to deny the project with the drive-through as proposed, the Commission would need to provide additional evidence to support denial of the

PLANNING COMMISSION AGENDA ITEM NO. E.1
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project due to failure to make the finding required by BMC Section

17.830.005.A(ii)(a)(3) and possibly 17.830.005.A(ii)(a)(5).

DATE OF NOTICE
The City of Brentwood published a public hearing notice in the Brentwood Press and mailed it to all property owners within 300 feet of the site on July 26, 2024. The applicant also posted the project site with the required signage. The City has not received any public comments regarding this project.

ENVIRONMENTAL DETERMINATION
The recommendation to deny the application negates the need for any review under the California Environmental Quality Act (CEQA), as CEQA does not apply to projects in which a public agency rejects or disapproves per 14 CCR Section 15270(a).

ATTACHMENT(S)

1. Resolution for denial No. 24-031

2. PC Staff Report 04.16

3. Revised Project Plans

4. Updated Project Description

5. Original Project Plans

6. Popeye’s Local Traffic Analysis

PROJECT STATEMENT
PROPOSED POPEYE’S CHICKEN RESTAURANT
7820 N. Brentwood Blvd.

June 2024
Commissioners and Commission Chair,
Thank you for the opportunity to present this project.

We understand the challenges presented with development in a city with such a deep-rooted history as Brentwood. Especially in an area of the City with such cultural significance as the "Gateway to Downtown''. There is a delicate balance that needs to be struck, especially in an area that supports the heart of the city and the people who live and work there.

We know there is some concern about this project, and while we sympathize with the position the Planning Commission is in, striking a balance between community and development, we hope that you will consider the whole of this project and what it means for this area of Brentwood.

We present this project in the hope of becoming a contributing member of this great community, by forging a relationship with this City that will last for generations.

The evolution of this project has seen its challenges, but we know it can be something the City of Brentwood will be proud of, if given the chance.

We want to share our vision of the future for the Brentwood Boulevard development area, and that vision starts with this project. We are proposing to take a site, a parking lot, located in a shopping center that has served its community for decades, and turn it into a contributing member of the community. This is an infill project, it's not looking to set the standard for future development, it's here to show everyone what this area can, and will be, in the future. We only want to shine a light on the potential of the Brentwood Boulevard corridor, and to show other developers, who might even be paying attention to the outcome of this project, that "If Popeyes can do it, so can we." So please, when you are considering what this project brings to the table, consider that the answer to that question is, the future. Popeyes will be the catalyst that will draw in those who are looking to invest in what Brentwood Boulevard will become in the next decade.

Community is key to any successful partnership, we understand that, and through working with the City Planning Department we feel we have created something that will draw people in, not just for the food, but as a place to congregate. As such, we have designed a substantial patio area with open space for more than just customers. This will be a public forum for those in the neighborhood to come together and enjoy what it means to be neighbors. As shown in the plans, you can see, it is our intention to provide durable, all-season furnishings, shade structures and planters, so people can be comfortable while enjoying the beautiful California weather. All of this will be located where it is easily accessible from the public sidewalk for anyone who wishes to use it.

We know that you love Brentwood, I mean who wouldn't? We are here to ask you to support us in our efforts to show our love for this magnificent city by granting us the ability to move forward with this development. Thank you for your time.

Project Statement
Popeye’s Restaurant
Brentwood, CA

Additional points of consideration
 Economic Benefits:
o New Jobs, this business will employ between 20 and 30 people, year-round, in both full time and part time positions, providing summer job opportunities for school age youth. o Contribution to the tax base within the community.
o The revenue generated for the Landlord will provide funding, and incentive, to invest in the shopping center.
 To this point, the Landlord has offered, in the event this project is approved, to stripe and seal the parking lot of the center, as a first step in improving the look and feel of the center as a whole.
 Community Courtyard:
o It was never the intention for the Community Courtyard to be just an open space. The goal, through the process, was intended to develop that space into a place where people want to gather with others in the community and spend time. With that goal in mind, we are proposing the following;
 The space is open to all within the community to use. We envision this as a place for community meetings, small gatherings for friends to share their morning coffee, a place where community groups can plan and host events, in a clean and safe environment.  The design of the Community Courtyard was of heavy consideration when designing the site, with pedestrian friendliness in mind, the design ensures that not only is it in a prominent position on the site, easily visible, but only a few short steps away for all to gain access.
 Additional seating options, such as benches, will be provided to give the community a place to sit, relax, and enjoy the company of their neighbors. The style and types of seating to be provided will be durable, stylish and comfortable so as to provide the best experience possible for those who visit.
 Enhanced Landscaping will be provided within the space. Planters with both well maintained shrubbery and flowering plant types will be provided to both break the space up, providing areas of relative privacy for those who wish to gather in smaller groups, in addition to a more open space for larger gatherings.  Shading will be provided with the inclusion of trees being proposed around the perimeter of the Courtyard along with the Trellis being provided, to ensure the comfort of the community year-round.

 Architectural Design:
o The overall aesthetic of the site has been given much consideration. It is our vision to enhance the surrounding area and to become a beacon for future development in the area. To that end, additional features have been provided, such as a trellis over the Drive-Thru Lane, creating something that is absolutely unique to Brentwood.

NO PARKING

NO PARKING

NO PARKING

NO PARKING

NO PARKING

NO PARKING

BASE CONTROL
POINT #1
N:2167848.91'
E:6216809.68'
EL:67.48'

NAIL SET
RD
RD

VILLAGE DRIVE

SHIRLEY STREET SHIRLEY STREET BRENTWOOD BOULEVARD NO PARKING NO PARKING NO PARKING NO PARKING NO PARKING NO PARKING NO PARKING 66'
67'
67'
68'
68'
68'
68' 68'
68'
67'
67'
67'
67' 67'
67'
67'
67'
67'
66'
66'
66'
66'
67'
67'
67'
67'
67'
67' 67'
66'
66' 66'
66'
66'
66'
66'

NO PARKING

DRIVEWAY

DRIVEWAY

10.50'

10.50'
BUILDING HEIGHT: 17'
67' 67'
67'
67'
67'
67'
67' 67'
67'
67'
67' 66'
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING
NO

PARKING

NO PARKING
10" SEWER PIPE
6" SEWER PIPE
8" VCP SEWER
EXISTING 15" SEWER PIPE
EXISTING 15" SEWER PIPE
W
W EXISTING 18" STORM
W
EXISTING 54" STORM
W
W
W
W
W
W
W
W
EXISTING 54" STORM PIPE
EXISTING 66" STORM PIPE EXISTING SBC UG TELEPHONE
6" SEWER PIPE
8" VCP SEWER
EXISTING 18" STORM PIPE
EXISTING 15" SEWER PIPE
W
W
W
W
W
W
W
W
RIM = 66.47'
FL (E) 6" = 61.17'
FL (SE) 6" = 61.19'
FL (W) 6" = 61.18'
RIM = 65.13'
FL (N) 6" = 56.88'
FL (E) 12" = 56.41'
FL (S) 6" = 57.12'
FL (NW) 12" = 56.23'
RIM = 65.26'
FL (N) 6" = 59.48'
FL (S) 6" = 59.44'
RIM = 65.66'
FL (N) 6" = 62.88'
FL (W) 6" = 62.48'
GRATE = 66.79'
FL (N) 18" = 61.22'
GRATE = 66.95'
FL (E) 18" = 60.60'
FL (S) 18" = 60.74'
GRATE = 67.43'
FL (S) 18" = 62.74'
FL (W) 18" = 62.53'
RIM = 68.85'
FL (N) 12" = 59.83'
FL (E) 12" = 60.87'
FL (S) 12" = 59.85'
W
W
W
W
W
W
W
W
W
EXISTING 8" SEWER PIPE
RIM = 66.20'
FL (E) 6" = 62.22'
FL (SE) 8" = 62.48'
FL (W) 6" = 62.20'
2" GAS LINE
2" GAS LINE
2" GAS LINE
4" GAS LINE
4" GAS LINE
2" GAS LINE
2" GAS LINE
2" GAS LINE 68'
68'
RIM = 68.58'
FL (N) 12" = 59.77'
FL (S) 12" = 59.75'
FL (W) 12" = 59.82'
EXISTING 66" STORM PIPE
EXISTING 8" SEWER PIPE
PREPARED BY:

TOPO
1 OF 2
SHEET
BASE
CONSULTING GROUP, INC.
1713 11TH STREET, SUITE 1
REEDLEY, CA 93654
PH:(559) 637-1544
SCALE: 1" = 30'
DATE:

PROJECT INFO:

REVISIONS:

DATE DESC.

CHECKED BY:

DRAWN BY:

PROJECT NO.
03/15/2023 ORIGINAL ISSUE
03/15/2023
NET
NET
23020
7820 BRETNWOOD BLVD
BRENTWOOD, CA, 94513
CLIENT

ALTA/NSPS LAND TITLE SURVEY
PREPARED FOR:

W

WOOD FENCE

SEWER LINE - UNDERGROUND

WATER LINE - UNDERGROUND

ELECTRIC LINE - UNDERGROUND

ELECTRIC LINE - OVERHEAD

TELEPHONE LINE - UNDERGROUND

METAL FENCE

WIRE FENCE

CHAIN LINK FENCE
ELEC. & TELE. LINE - OVERHEAD
AC
BLD
CNC
CR
EG
EP
FL
FM
FW
FWD
GB
IE
LIP
SS
ST
STB
STD
SW

TBC TOP BACK OF CURB

SIDEWALK

STRIPING - DOUBLE

STRIPING - BROKEN

STRIPING

SANITARY SEWER

LIP OF CURB

INVERT ELEVATION

GRADE BREAK

FENCE - WOOD

FENCE - WIRE

FENCE - METAL

FLOW LINE

EDGE OF PAVEMENT

EXISTING GRADE

CROWN OF ROAD

CONCRETE

BUILDING LINE

ASPHALT CONCRETE

FF FINISHED FLOOR

FFD FINISHED FLOOR DOUBLE

DW DRIVEWAY
Feet
0 30 60

STORM LINE - UNDERGROUND

UNKNOWN LINE - UNDERGROUND

TELEPHONE LINE - OVERHEAD

GAS LINE - UNDERGROUND

FLP FLOW LINE PIPE

IRRIGATION - UNDERGROUND

FEMA BOUNDARY LINE

BUILDING OUTLINE

CABLE LINE - UNDERGROUND

ROAD CENTERLINE

GRADE BREAK

TFC TOP FACE OF CURB

ADJACENT PROPERTY LINE

SECTION LINE

BS BUS STOP

HR HANDRAIL
LEGEND

BACKFLOW PREVENTOR
BENCH

BIKE RACK

BOLLARD
BUSH

CABLE - BOX

CABLE - MANHOLE

CABLE - RISER

CABLE - STRUCTURE

CABLE - VAULT
CACTUS

CONTROL - BRASS CAP

CONTROL - BRASS DISC

CONTROL - CHISELED CROSS

CONTROL - COTTON SPINDLE

CONTROL - IRON PIPE

CONTROL - NAIL FOUND

CONTROL - NAIL SET

CONTROL - REBAR FOUND

CONTROL - TAG
DOME

DOUBLE BACKFLOW PREVENTOR

ELECTRIC - BOX

ELECTRIC - CABINET

ELECTRIC - MANHOLE

ELECTRIC - METER

ELECTRIC - RISER

ELECTRIC - STRUCTURE

ELECTRIC - TRANSFORMER

ELECTRIC - VAULT

FIRE DEPARTMENT CONNECTION

FIRE HYDRANT

GAS - BOX

GAS - MANHOLE

GAS - METER

GAS - RISER

GAS - STRUCTURE

GAS - VALVE

GAS - VAULT

GUY WIRE

HOSE BIB

IRON PIPE FOUND

IRON PIPE SET

IRRIGATION CONTROL VALVE

LANDSCAPING LIGHT

LIGHT POLE
LIGHT POLE - 2 LIGHTS
LIGHT POLE - 3 LIGHTS
LIGHT POLE - 4 LIGHTS

LIGHT POLE - AREA

MAIL BOX

MONITORING WELL

POWER - POLE

ROOF DRAIN RD SANITARY SEWER - BOX

SANITARY SEWER - CLEAN OUT

SANITARY SEWER - GREASE TRAP

SANITARY SEWER - MANHOLE

SANITARY SEWER - RISER

SANITARY SEWER - STRUCTURE

SANITARY SEWER - VALVE

SANITARY SEWER - VAULT
SIGN

SIGN - NO PARKING

SIGN - STOP

SIGN - YIELD

STORM DRAIN - BOX

STORM DRAIN - GRATE

STORM DRAIN - GRATE CIRCULAR

STORM DRAIN - MANHOLE

STORM DRAIN - RISER

STORM DRAIN - STRUCTURE

STORM DRAIN - VAULT

STORM DRAIN - GRATE INLET

STRIPING - ARROW LEFT

STRIPING - ARROW RIGHT

STRIPING - ARROW STRAIGHT

STRIPING - ARROW STRAIGHT LEFT

STRIPING - ARROW STRAIGHT RIGHT

STRIPING - HANDICAP

TELEPHONE - BOX

TELEPHONE - MANHOLE

TELEPHONE - RISER

TELEPHONE - STRUCTURE

TELEPHONE - VAULT

TELEPHONE CABINET

TRAFFIC SIGNAL

TRAFFIC SIGNAL - BOX

TRAFFIC SIGNAL - MANHOLE

TRAFFIC SIGNAL - RISER

TRAFFIC SIGNAL - SHORT

TRAFFIC SIGNAL - STRUCTURE

TRAFFIC SIGNAL - VAULT

TREE - DECIDUOUS

TREE - EVERGREEN

TREE - PALM

UNKNOWN - BOX

UNKNOWN - MANHOLE

UNKNOWN - METER

UNKNOWN - RISER

UNKNOWN - STRUCTURE

UNKNOWN - VALVE

UNKNOWN - VAULT

WATER - BOX

WATER - MANHOLE

WATER - METER

WATER - PUMP

PUMP WATER - RISER

WATER - STRUCTURE

WATER - VALVE

WATER - VAULT

WHEEL STOP

POST INDICATOR VALVE

STRIPING - RAILROAD CROSSING

PROPERTY BOUNDARY LINE

NEWSPAPER STAND

PAYPHONE

PARKING METER
R R

1. BASIS OF BEARINGS: THE CENTERLINE OF SUSAN STREET AS SHOWN ON PARCEL MAP FILED IN BOOK 70 AT PAGES 31.

TAKEN TO BEAR: NORTH 1°19'46" WEST

2. BASIS OF ELEVATIONS: 2IN BRASS CAP, STAMPED KRISTI 1997 FOUND FLUSH ON TOP OF HEADWALL, AT THE NORTHWEST END OF THE HEADWALL.

HEADWALL IS LOCATED 200' WESTERLY OF THE CENTER OF THE INTERSECTION OF BRENTWOOD BLVD AND SELLERS AVENUE, WEST OF THE RAIL ROAD TRACK, APPROX 270' +/- NORTH OF PAYNE AVENUE ELEVATION = 65.8' NAVD88

3. SITE BENCHMARKS:

BASE CONTROL POINT NUMBER 1.

NAIL FLUSH.

ELEVATION = 67.48' NAVD88, AS SHOWN ON TOPO SHEET 1.

4. THIS SURVEY IS VALID ONLY IF THE DRAWING INCLUDES THE SEAL AND SIGNATURE OF THE SURVEYOR.

5. CERTIFICATION IS MADE TO THE ORIGINAL PURCHASER OF THE SURVEY, IT IS NOT TRANSFERABLE TO ADDITIONAL INSTITUTIONS OR SUBSEQUENT OWNERS.

6. SUBSURFACE AND ENVIRONMENTAL CONCERNS WERE NOT EXAMINED OR CONSIDERED AS A PART OF THIS SURVEY.

7. THE LOCATIONS OF UNDER GROUND UTILITIES AS SHOWN HEREON ARE BASED ON ABOVE GROUND STRUCTURES AND RECORD DRAWINGS PROVIDED TO THE SURVEYOR. LOCATIONS OF UNDERGROUND UTILITIES/STRUCTURES MAY VARY FROM LOCATIONS SHOWN HEREON. NO EXCAVATIONS WERE MADE DURING THE PROCESS OF THIS SURVEY TO LOCATE UNDERGROUND UTILITIES/STRUCTURES. DEPTHS UNKNOWN.

8. EVERY DOCUMENT OF RECORD REVIEWED AND CONSIDERED AS A PART OF THIS SURVEY IS NOTED HEREON. ONLY THE DOCUMENTS NOTED HEREON WERE SUPPLIED TO THE SURVEYOR. THERE MAY EXIST OTHER DOCUMENTS OF RECORD WHICH WOULD AFFECT THIS PARCEL.

NOTES

VILLAGE DRIVE

BRENTWOOD BOULEVARD

SUSAN STREET
S01°19'46"W 760.81'
S01°19'43"W 372.00'
S89°28'14"E 400.00'
N01°19'46"E 370.00'
N89°28'14"W 240.00'
N89°28'14"W 160.00'
FOUND 1.5" BRASS CAP IN
WELL, DOWN 9" NO MARK,
PER (R4)

10.50'

10.50'

PARCEL B
P.M.70/31
APN: 016-150-106
S89°28'14"E 98.00'
FOUND 2.5" BRASS CAP IN
WELL, DOWN 6" NO MARK,
PER (R4)
S89°28'14"E 200.00'
PG&E 10' PUBLIC

UTILITIES EASEMENT
PER O.R. 6682-350
10' LANDSCAPE EASEMENT
PER O.R. 6516-399

CONTRA COSTA WATER WORKS DISTRICT
10' PUBLIC UTILITIES EASEMENT
PER O.R. 5027-241

EAST CONTRA COSTA IRRIGATION
DISTRICT 15' PUBLIC UTILITIES EASEMENT
PER O.R. 4918-281 & 5014-271

EAST CONTRA COSTA IRRIGATION
DISTRICT 8' PUBLIC UTILITIES EASEMENT
PER O.R. 2128-389

53.45' PUBLIC

ACCESS EASEMENT
PER P.M. 70/31
FOUND 1" IRON PIPE,
CAP SET "LS 8656", DOWN 2"
PER (R1)
10' WATERMAIN EASEMENT
PER O.R. 5064-42
PARCEL 3
P.M.127/16
APN: 016-150-114 PARCEL 1
P.M.127/16
APN: 016-150-112
FOUND 3/4" IRON PIPE,
CAP ILLEGIBLE, DOWN 2"
FOUND 3/4" IRON PIPE, PER (R2) CAPPED "PLS ?163", UP 1" PER (R2)
N89°25'14"W 200.00'
S01°19'46"W 193.45'
N01°19'16"E 193.28'
N01°16'46"E 2.00'
FOUND 2.5" BRASS CAP,
TAGGED "CITY OF BRENTWOOD LS
5399", DOWN 8" IN WELL
PER (R3)
PREPARED BY:

BOUNDARY
2 OF 2
SHEET
BASE
CONSULTING GROUP, INC.
1713 11TH STREET, SUITE 1
REEDLEY, CA 93654
PH:(559) 637-1544

FOUND AND ACCEPTED MONUMENT AS NOTED
(M) MEASURED
(R1) RECORD AND CALCULATED DIMENSIONS PER PARCEL MAP A DIVISION OF PARCEL "B" (14 PM 12) "CITY OF BRENTWOOD" FILED IN BOOK 70 OF PARCEL MAPS AT PAGE 31, CONTRA COSTA COUNTY

RECORDS
(R2) RECORD AND CALCULATED DIMENSIONS PER PARCEL MAP A DIVISION OF PARCEL "A" (70 PM 31) "CITY OF BRENTWOOD" MS-351-86 FILED IN BOOK 127 OF PARCEL MAPS AT PAGE 16, CONTRA COSTA

COUNTY RECORDS
(R3) RECORD AND CALCULATED DIMENSIONS PER MAP SUBDIVISON 9356 SCIORTINO RANCH - LARGE LOT FILED IN BOOK 538 OF MAPS AT PAGE 41, CONTRA COSTA COUNTY RECORDS (R4) RECORD AND CALCULATED DIMENSIONS PER MAP OF SUB DIVISION 8095 200 VILLAGE DRIVE FILED IN BOOK 394 AT PAGE 45, CONTRA COSTA COUNTY RECORDS.

SCALE: 1" = 30'
SET NAIL IN CONCRETE WITH TAG STAMPED "LS 8656"
DATE:

PROJECT INFO:

REVISIONS:

DATE DESC.

CHECKED BY:

DRAWN BY:

PROJECT NO.
03/15/2023 ORIGINAL ISSUE
03/15/2023
NET
NET
23020
7820 BRETNWOOD BLVD
BRENTWOOD, CA, 94513
CLIENT

ALTA/NSPS LAND TITLE SURVEY
PREPARED FOR:

Feet
0 30 60
LEGEND
FOUND 2.5 " BRASS CAP,
DOWN 6", PUNCHED,
PER (R2) 38' 36'
42'
42'
DETAIL "A"

NOT TO SCALE
SEE DETAIL "A"

BASIS OF BEARING

9. AN EASEMENT
GRANTED TO : PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION RECORDED : NOVEMBER 16, 1965 IN BOOK 4994 OF OFFICIAL RECORDS, PAGE 35 UNDER RECORDER'S SERIAL NUMBER 94030

10. AN EASEMENT
GRANTED TO : PACIFIC GAS AND ELECTRIC COMPANY, A CALIFORNIA CORPORATION RECORDED : NOVEMBER 16, 1965 IN BOOK 4994 OF OFFICIAL RECORDS, PAGE 37 UNDER RECORDER'S SERIAL NUMBER 94031

EASEMENTS NO PLOTTED

FEATURES
• Low profile LED area/site luminaire with a variety of IES distributions for lighting applications such as retail, commercial and campus parking lots • Featuring Micro Strike Optics which maximizes target zone illumination with minimal losses at the house-side, reducing light trespass issues • Visual comfort standard
• Compact and lightweight design with low EPA
• 3G rated for high vibration applications including bridges and overpasses • Control options including photo control, occupancy sensing, NX Distributed Intelligence™ and 7-Pin with networked controls
• Best in class surge protection available

AREA/SITE LIGHTER

NO PARKING 47 POPEYE'S 2,735 SF PROPOSED EV CHARGING ONLY 8 NO PARKING SHEET NO. / 1 5 C:\USERS\ANDRE\DROPBOX\ME20\ME-321 BRENTWOOD PLK_SITE PLAN\ME-321 GRADING V5.DWG SAVED: 12/4/2023 ME
Moua Enterprise
Professional Engineering
and Surveying
559-288-3217
[email protected] PROJECT # ME-321 DRAWN BY: PPM
grading plan for

PROPOSED POPEYE'S RESTUARANT
BRENTWOOD BLVD.

BRENTWOOD, CA 94513
APN: 016-150-106-9 PROJ. ENGR: PPM PREPARED FOR: SUNNY GHAI GHAI MANAGEMENT SERVICES, INC. 25 E. AIRWAY BLVD LIVERMORE, CA 94551 NO. DATE

REVISIONS
BY cover sheet KRISTI 1997 2" BRASS CAP, FOUND FLUSH ON TOP OF HEADWALL, AT THE NORTHWEST END OF THE HEADWALL. HEADWALL IS LOCATED 200' WESTERLY OF THE CENTER OF THE INTERSECTION OF BRENTWOOD BLVD AND SELLERS AVENUE, WEST OF THE RAIL ROAD TRACK, APPROX. 270'± NORTH OF PAYNE AVENUE. ELEV: 65.8' NAVD 88 BENCHMARK ABBREVIATIONS CITY OF BRENTWOOD PROPOSED POPEYE'S RESTUARANT GRADING AND DRAINAGE PLAN FOR: APN: 016-150-106-9 VICINITY MAP NTS DESCRIPTION COVER SHEET GRADING PLAN UTILITY PLAN EROSION CONTROL PLAN DMA MAP NO. 1/5 2/5 3/5 4/5 5/5 OWNER INFO SHEET INDEX GRADING ALL SITE GRADING SHALL COMPLY WITH CALIFORNIA BUILDING CODE, 2022 EDITION. THE GRADING CONTRACTOR SHALL REMOVE ALL ORGANIC MATTER, DEBRIS, AND OTHER DELETERIOUS MATERIAL FROM THE SITE. SUBGRADE TO BE COMPACTED TO 95% RELATIVE COMPACTION BASED ON ASTM D-1557-78. PROVIDE COMPACTION REPORTS PREPARED BY AN APPROVED TESTING AGENCY. A LETTER FROM THE RESPONSIBLE CIVIL ENGINEER OR LAND SURVEYOR SHALL ALSO BE SUBMITTED CERTIFYING THAT GRADING CONFORMED TO THE APPROVED GRADING PLAN. THIS GRADING PLAN IS FOR APPROVAL OF ONSITE ELEVATIONS ONLY. THE ELEVATIONS SHOWN WITH IN THE PUBLIC RIGHT-OF-WAY REQUIRES SEPARATE PUBLIC WORKS DEPARTMENT APPROVAL & PERMIT. ANY NOTES THAT APPLY TO THE PUBLIC RIGHT-OF-WAY ARE FOR REFERENCE ONLY. IF ON-SITE ELEVATIONS SHOWN DO NOT COINCIDE WITH APPROVED STREET PLANS, AN APPROVED AMENDMENT IS REQUIRED. THE GROUND IMMEDIATELY ADJACENT TO ALL FOUNDATIONS SHALL BE SLOPED AWAY FROM THE BUILDING AT A SLOPE OF NOT LESS THAN 5% FOR A MINIMUM DISTANCE OF 10 FEET MEASURED PERPENDICULAR TO THE FACE OF THE WALL. IF PHYSICAL OBSTRUCTIONS OR LOT LINES PROHIBIT 10 FEET OF HORIZONTAL DISTANCE FROM THE FOUNDATION, THEN A SWALE THAT RUNS PARALLEL TO THE FOUNDATION MAY BE USED AND WILL BE REQUIRED TO BE A MINIMUM SLOPE OF 5% WITHIN 10 FEET OF THE BUILDING FOUNDATION. ALL OTHER SITE GRADING OUTSIDE OF THE BUILDING ENVELOPE IS REQUIRED TO BE A MINIMUM OF 0.5%. NO SURFACE DRAINAGE SHALL BE PERMITTED TO DRAIN ONTO ADJACENT PROPERTIES. NO PERMANENT ON-SITE WATER RETENTION IS ALLOWED. ANY VERTICAL CUT OR FILL DIFFERENTIAL EQUAL TO OR GREATER THAN TWELVE (12) INCHES BETWEEN ADJACENT PROPERTIES SHALL BE SUPPORTED BY AN APPROVED RETAINING WALL. ALL REQUIRED WALLS AND RETAINING WALLS REQUIRE SEPARATE BUILDING PERMITS IN ADDITION TO THE GRADING PERMIT. ALL REQUIRED RETAINING WALL AND BLOCK WALLS WILL NEED TO BE FINALED BEFORE AS-GRADE CAN BE APPROVED. PROVIDE THE CITY OF FRESNO WITH AS-GRADE PLANS. PLANS ARE TO BE SUBMITTED UPON COMPLETION OF GRADING AND PRIOR TO OCCUPANCY. UPON COMPLETION OF THE GRADING THE SOIL ENGINEER IS TO PROVIDE "FINAL SOIL REPORT"; INDICATING ALL EARTHWORK WAS COMPLETED AS REQUIRED IN THE PRELIMINARY REPORT. GENERAL NOTES THE WORK EMBRACED HEREIN SHALL BE DONE IN ACCORDANCE WITH THE APPROPRIATE PROVISION OF THE SPECIFICATIONS ENTITLED BY CITY OF BRENTWOOD, STANDARD PLANS AND SPECIFICATIONS LATEST REVISION. THE CONTRACTOR SHALL SECURE AN ENCROACHMENT PERMIT FOR ANY OFF-SITE CONSTRUCTION. ALL PERMITS INCLUDING ENCROACHMENT AND BARRICADE PLANS SHALL BE KEPT ON-SITE AT ALL TIMES. ANY PERSON, CONTRACTOR OR SUBCONTRACTOR PLANNING TO CONDUCT ANY EXCAVATION SHALL CONTACT USA NORTH AT 811 AT LEAST TWO (2) DAYS, BUT NOT MORE THAN 14 CALENDAR DAYS, PRIOR TO COMMENCING THAT EXCAVATION PRIOR TO ACCEPTANCE, BOND RELEASES AND A CERTIFICATE OF OCCUPANCY, A CERTIFIED LEGIBLE AS-BUILT DRAWING MUST BE SUBMITTED TO THE CITY OF BRENTWOOD. AS-BUILT MUST SHOW ALL CHANGES AND ACTUAL FIELD CONDITIONS. IN THE ABSENCE OF CHANGES, A COPY OF APPROVED DRAWINGS WILL BE REQUIRED STATING “INSTALLED AS PER DRAWINGS” AND CERTIFIED AS SUCH BY THE DEVELOPER'S ENGINEER. ALL CONSTRUCTION EQUIPMENT SHALL BE TUNED AND MAINTAINED IN ACCORDANCE WITH THE MANUFACTURER'S SPECIFICATIONS. CONTRACTOR'S WORK CREWS SHALL SHUT OFF CONSTRUCTION EQUIPMENT WHEN NOT IN USE. ALL UTILITY POLES IN THE STREET RIGHT-OF-WAY ARE TO BE REMOVED OR RELOCATED PRIOR TO ANY PAVING. ANY SEPTIC TANK, LEACH FIELD OR RELATED FACILITIES LOCATED IN AREAS TO BE GRADED, UNLESS OTHERWISE DIRECTED BY THE PLANS, SHALL BE ABANDONED PER COUNTY OF CONTRA COSTA HEATH DEPARTMENT STANDARDS. A BUILDING PERMIT WILL BE REQUIRED FOR THIS WORK AND FEES THEREFORE SHALL BE PAID FOR BY THE CONTRACTOR. THE CONTRACTOR SHALL PROVIDE SOIL COMPACTION TEST REPORTS PREPARED BY AN APPROVED TESTING AGENCY FOR ALL AREAS WHERE FILL IS PLACED. THE DEVELOPER SHALL MEET ALL REGULATIONS OF THE SAN JOAQUIN VALLEY AIR POLLUTION CONTROL DISTRICT (REGULATION VIII) CONCERNING DUST SUPPRESSION DURING CONSTRUCTION OF THE PROJECT. METHODS INCLUDE, BUT ARE NOT LIMITED TO; USE OF WATER OR CHEMICAL STABILIZERS/SUPPRESSANTS TO CONTROL DUST EMISSIONS FROM DISTURBED AREA, STOCK PILES, AND ACCESS WAYS; COVERING OR WETTING MATERIALS THAT ARE TRANSPORTED OFF-SITE; LIMIT CONSTRUCTION RELATED SPEEDS TO 15 MPH ON ALL UNPAVED AREAS, USE OF A STABILIZED CONSTRUCTION ENTRY/EXIT (E.G. 3-6 INCH AGGREGATE OR GRATES) TO MINIMIZE CARRYOUT/TRACKOUT FROM CONSTRUCTION VEHICLES ENTERING PUBLIC STREETS; AND CEASE GRADING AND EARTH MOVING DURING PERIODS OF HIGH WINDS (20MPH OR MORE). LIABILITIES ANY EXISTING SECTION CORNER, QUARTER SECTION CORNER, PROPERTY CORNER, STREET CENTERLINE MONUMENT, OR ANY OFFICIAL BENCHMARK DAMAGED BY THE CONTRACTOR IN THE COURSE OF THE WORK COVERED BY THESE CONSTRUCTION PLANS, SHALL BE RESET TO THE SATISFACTION OF THE CITY ENGINEER. A LICENSED LAND SURVEYOR OR CIVIL ENGINEER LICENSED TO PERFORM LAND SURVEYING SHALL CERTIFY THE PLACEMENT OR REPLACEMENT OF ALL MONUMENTS AND BENCHMARKS IN ACCORDANCE WITH ALL LAWS, RULES AND REGULATIONS GOVERNING SUCH PLACEMENTS OR REPLACEMENTS. PLACEMENT/REPLACEMENT AND CERTIFICATION SHALL BE COMPLETED BEFORE FINAL ACCEPTANCE OF THE PROJECT/WORK BY THE CITY. BRONZE CAPS REQUIRED FOR THE INSTALLATION OF NEW OR REPLACEMENT MONUMENTS SHALL BE FURNISHED BY THE CONTRACTOR. ANY EXISTING SIGNING, STRIPING, AND STENCILING AND/OR IMPROVEMENT SHOWN ON THE PLANS TO REMAIN BUT ARE DAMAGED, DISTURBED OR FADED BY CONSTRUCTION ACTIVITIES SHALL BE REPLACED IN-KIND IN ACCORDANCE WITH THE CITY OF FRESNO STANDARDS AND AS DIRECTED BY THE CITY ENGINEER. CONSTRUCTION CONTRACTOR AGREES THAT IN ACCORDANCE WITH GENERALLY ACCEPTED CONSTRUCTION PRACTICES, CONSTRUCTION CONTRACTOR WILL BE REQUIRED TO ASSUME SOLE AND COMPLETE RESPONSIBILITY FOR JOB SITE CONDITIONS DURING THE COURSE OF CONSTRUCTION OF THE PROJECT, INCLUDING SAFETY OF ALL PERSONS AND PROPERTY. THIS REQUIREMENT SHALL BE MADE TO APPLY CONTINUOUSLY AND NOT BE LIMITED TO NORMAL WORKING HOURS. FLOOD DESIGNATION ZONE X AREAS DETERMINED TO BE OUTSIDE THE 0.2% ANNUAL CHANCE FLOOD PLAIN. PER FLOOD INSURANCE RATE MAP MAP NUMBER: 06013C0354G EFFECTIVE DATE: MARCH 21, 2017 SUNNY GHAI GHAI MANAGEMENT SERVICES, INC. 25 E. AIRWAY BLVD. LIVERMORE, CA 94551 (510) 573-5905 [email protected] SITE

BRENTWOOD BLVD BRENTWOOD BLVD SHIRLEY ST VILLAGE DR VILLAGE DR NORMA LN SHIRLEY ST

SUSAN ST

TRICIA ST

SUSAN ST

TRICIA ST NANCY ST WOODFIELD LN CURTIS DR LYNN DR
BERRY LN SAWCUT A CLEAN EDGE & MATCH EX. AC SAWCUT A CLEAN EDGE & MATCH EX. AC SAWCUT A CLEAN EDGE & MATCH EX. AC SAWCUT A CLEAN EDGE & MATCH EX. AC Page 187 of 414

67.30TC 66.80P 68.32P(ME) 68.33P(ME) 67.63C(ME)
68'
68'
68'
68'
67'
67' 67'
W
67'
W W W

W W W W W W W W W W W
W
W
W
W
W
W
W
W 66.86P(ME) 68.03TC 67.53P 68.75TC 68.25P(ME) 68.11TC 67.61P 67.65C -1.5% 67.65C 68.79TC 68.29C(ME) 68.81TC 68.31C(ME) -1.8%68.62TC 68.12FL 68.62TC 68.12FL(GB) 67.65C 67.65C 67.64C 67.64C 68.08TC 67.58C 68.08TC 67.58C(GB) 67.53C 67.94TC 67.44C 67.95TC 67.45FL 67.11TC 66.61FL 67.33TC 66.83FL -0.7%
-1.9%
-6.9%
-5.4%
-5.4%
-5.4%
-5.4% 67.22TC 66.72FL 68.01TC 67.51C 66.90C(ME)
-4.9%
FL
-3.2%
FL -0.25% FL -0.25% FL -0.2% -1.0% 68.32P(ME) 68.04TC 67.54C(GB) 68.43TC 67.93C 67.84TC 67.34FL 68.02TC 67.52C 67.80TC 67.30C 67.72TC 67.22C 67.58TC 67.08C 68.07TC 67.57C 68.16TC 67.66C68.23TC 67.73C 68.00TC 67.50C 67.97TC 67.47C 68.02TC 67.52C 67.39C -2.0%
-1.8%
-7.1% -4.8% -8.9% 67.21TC 66.71C 67.50TC 67.00C
-1.0%
-3.8%
-10.1%
-1.3% 68.82TC 68.32C 66.73P(ME) 66.50C 66.73P(ME)
-0.5% -4.7% 67.74TC 67.24C
-2.3%
-2.3%
-1.6% -0.4% 67.74TC 67.24C 68.82TC 68.32FL(GB) 68.82TC 68.32FL(GB) 68.05C(ME) 66.94C(ME) 68.01TC 67.51FL 67.80C(ME) 67.65C 66.80C -3.4%
-2.7% 67.30TC 66.80C67.50C 67.50C 67.50TC 67.00C
-2.2% NO PARKING
4 7 POPEYE'S 2,735 SF PROPOSED EV CHARGING ONLY
8 NO PARKING 67.85TC 67.35C 66.60C 66.67C
-1.0% 66.96C 66.90C
-1.5% 67.65C 67.59C 67.59C67.52C 67.53C -1.5%
-1.7% 66.50FL 67.50TC 67.00C
-1.2%
-1.9%
-1.1%
-2.2%
-2.2%
-2.8%
-1.1% 66.86TC 66.36FL -0.25% FL
-2.0% 66.50C 66.60C 66.93C 66.91C -6.3% 67.53C 67.53C 68.32P(ME) 67'
67' 66.73P(ME) 66.73P(ME) NATIVE SOIL (95% RELATIVE COMPACTION PER ASTM TEST METHOD D1557 OR CAL 216) CONCRETE PAVEMENT NTS 1. CONTRACTOR TO REPAIR ANY CURBS, GUTTERS, & SIDEWALKS LOCATED ADJACENT TO THE PROJECT WHICH EXHIBIT DAMAGE EITHER CAUSED BY THE CONSTRUCTION OR PRE-EXISTING BEFORE CONSTRUCTION PER CITY SHEET NO. ST-23 2. CONSTRUCTION CONTRACTOR AGREES THAT IN ACCORDANCE WITH GENERALLY ACCEPTED CONSTRUCTION PRACTICES, CONSTRUCTION CONTRACTOR WILL BE REQUIRED TO ASSUME SOLE AND COMPLETE RESPONSIBILITY FOR JOB SITE CONDITIONS DURING THE COURSE OF CONSTRUCTION OF THE PROJECT, INCLUDING SAFETY OF ALL PERSONS AND PROPERTY. THIS REQUIREMENT SHALL BE MADE TO APPLY CONTINUOUSLY AND NOT BE LIMITED TO NORMAL WORKING HOURS. CUT=1280 CUBIC YARDS FILL=0.00 CUBIC YARDS NET CUT = 1280 CUBIC YARDS (DISTURBED AREA = 0.54 AC) CUT/FILL T.I.= 6.0 P.C.C. SHEET NO. / 2 5 C:\USERS\ANDRE\DROPBOX\ME20\ME-321 BRENTWOOD PLK_SITE PLAN\ME-321 GRADING V5.DWG SAVED: 12/4/2023 ME
Moua Enterprise
Professional Engineering
and Surveying
559-288-3217
[email protected] PROJECT # ME-321 DRAWN BY: PPM
grading plan for

PROPOSED POPEYE'S RESTUARANT
BRENTWOOD BLVD.

BRENTWOOD, CA 94513
APN: 016-150-106-9 PROJ. ENGR: PPM PREPARED FOR: SUNNY GHAI GHAI MANAGEMENT SERVICES, INC. 25 E. AIRWAY BLVD LIVERMORE, CA 94551 NO. DATE

REVISIONS
BY ENGINEER'S CERTIFICATION:

GRADING PLAN 12/4/2023 CALL UNDERGROUND SERVICE ALERT(U.S.A.) TOLL FREE(800) 227-2600 48 HOURS BEFORE EXCAVATING CLASS II A.B. (95%) Page 188 of 414 W
W W W

W W W W W W W W W W W
W
W
W
W
W
W
W

W NO PARKING
4 7 POPEYE'S 2,735 SF PROPOSED EV CHARGING ONLY
8 NO PARKING SHEET NO. /
3 5 C:\USERS\ANDRE\DROPBOX\ME20\ME-321 BRENTWOOD PLK_SITE PLAN\ME-321 GRADING V5.DWG SAVED: 12/4/2023 ME
Moua Enterprise
Professional Engineering
and Surveying
559-288-3217
[email protected] PROJECT # ME-321 DRAWN BY: PPM
grading plan for

PROPOSED POPEYE'S RESTUARANT
BRENTWOOD BLVD.

BRENTWOOD, CA 94513
APN: 016-150-106-9 PROJ. ENGR: PPM PREPARED FOR: SUNNY GHAI GHAI MANAGEMENT SERVICES, INC. 25 E. AIRWAY BLVD LIVERMORE, CA 94551 NO. DATE

REVISIONS
BY UTILITY PLAN CALL UNDERGROUND SERVICE ALERT(U.S.A.) TOLL FREE(800) 227-2600 48 HOURS BEFORE EXCAVATING X-SECTION A-A: BOX BIORETENTION & UNDERDRAIN NTS X-SECTION B-B: BOX BIORETENTION & UNDERDRAIN NTS Page 189 of 414

NO PARKING
4 7 POPEYE'S 2,735 SF PROPOSED EV CHARGING ONLY
8 NO PARKING SHEET NO. /
4 5 C:\USERS\ANDRE\DROPBOX\ME20\ME-321 BRENTWOOD PLK_SITE PLAN\ME-321 GRADING V5.DWG SAVED: 12/4/2023 ME
Moua Enterprise
Professional Engineering
and Surveying
559-288-3217
[email protected] PROJECT # ME-321 DRAWN BY: PPM
grading plan for

PROPOSED POPEYE'S RESTUARANT
BRENTWOOD BLVD.

BRENTWOOD, CA 94513
APN: 016-150-106-9 PROJ. ENGR: PPM PREPARED FOR: SUNNY GHAI GHAI MANAGEMENT SERVICES, INC. 25 E. AIRWAY BLVD LIVERMORE, CA 94551 NO. DATE

REVISIONS

BY EROSION CONTROL
PLAN

NO PARKING
4 7 POPEYE'S 2,735 SF PROPOSED EV CHARGING ONLY
8 NO PARKING SHEET NO. /
5 5 C:\USERS\ANDRE\DROPBOX\ME20\ME-321 BRENTWOOD PLK_SITE PLAN\ME-321 GRADING V5.DWG SAVED: 12/4/2023 ME
Moua Enterprise
Professional Engineering
and Surveying
559-288-3217
[email protected] PROJECT # ME-321 DRAWN BY: PPM
grading plan for

PROPOSED POPEYE'S RESTUARANT
BRENTWOOD BLVD.

BRENTWOOD, CA 94513
APN: 016-150-106-9 PROJ. ENGR: PPM PREPARED FOR: SUNNY GHAI GHAI MANAGEMENT SERVICES, INC. 25 E. AIRWAY BLVD LIVERMORE, CA 94551 NO. DATE

REVISIONS
BY DMA DRAIN MANAGEMENT AREAS (DMAs): LANDSCAPING AREAS: DMA 1 - SELF-TREATING AREAS (2,063 SF) BUILDING & PAVED AREAS: DMA 2 - RESTAURANT BUILDING, PARKING AREAS & DRIVE-THRU (13,778 SF) INTEGRATED MANAGEMENT PRACTICE (IMP): BIORETENTION BASINS (TOTAL 1,971 SF) W/ 1 FOOT PONDING & 2 FEET OF SUBSURFACE AGGREGATE SITE INFORMATION: PROJECT BOUNDARY SURFACE FLOW DIRECTION Page 191 of 414 BRENTWOOD BLVD. VILLAGE DR.

BRENTWOOD BLVD.
12'-10" NO PARKING
20'-0"4
25'-0" 11'-5" 44'-7" 42'-11"20'-0" 11'-8"6'-0" 10'-6"
20'-0" 33'-5"33'-10" 83'-8" POPEYE'S 2,735 SF PROPOSED 8'-0" 11'-0" 12'-2" VILLAGE DR. PROPOSED POPEYE'S 2,735 SF 8'-0" TYP. 18'-0" TYP. 8 NO PARKING VAN 1111 EXISTING LANDSCAPE TO REMAIN EXISTING STREET TO REMAIN EXISTING TREE TO REMAIN. ROOT BARRIERS WHERE TREE IS WITHIN 8' OF CURB - TO BE SPECIFIED IN FINAL DESIGN . PRELIMINARY LANDSCAPE PLAN SCALE: 1" = 20'-0" SHEET TITLE: SUBMITTAL RECORD: COPYRIGHT: PROJECT/CLIENT: DESIGNER: STAMP: SHEET: CHECKED/STAMPED: DESIGNED: DRAWN: KHBH 1-13-23 DATE: SUBMITTAL All drawings herein are the property of GreenDesign Landscape Architects, Inc. and may not be reproduced or used in any capacity without the written authorization of GreenDesign Landscape Architects, Inc. BARBARA HATCH RLA ASLA ENTITLEMENT SET

GHAI MANAGEMENT
SERVICES, INC.
25 E. AIRWAY BLVD.

LIVERMORE, CA 94551
CONTACT: SUNNY GHAI
CLIENT: 8-22-23 COMMENTS 9-21-23 SITE REV. 12-6-23 SITE REV. L1.1 LANDSCAPE PLAN TREES HYDROZONE BOTANICAL NAME COMMON NAME SIZE WATER REGIME MATURE HABIT H X W PRELIMINARY PLANT LIST DROUGHT TOLERANT SHRUBS PERENNIALS EVERGREEN SCREENING SHRUBS GRASSES PRELIMINARY PLANT NOTES: 1 PLANT LEGEND: % TREE SIZE QUANTITIES MULCH LEGEND: Page 192 of 414 BRENTWOOD BLVD. VILLAGE DR.

BRENTWOOD BLVD.
12'-10" NO PARKING
20'-0"425'-0" 11'-5" 44'-7" 42'-11"
20'-0" 11'-8"6'-0" 10'-6"
20'-0" 33'-5"
33'-10" 83'-8" POPEYE'S 2,735 SF PROPOSED 8'-0" 11'-0" 12'-2" VILLAGE DR. PROPOSED POPEYE'S 2,735 SF NO
PARKING 8'-0" TYP. 6'-6" 18'-0" TYP. 8 NO PARKING VAN PARKING AREA PARKING AREA SHADE ANALYSIS SCALE: 1" = 20'-0" SHEET TITLE: SUBMITTAL RECORD: COPYRIGHT: PROJECT/CLIENT: DESIGNER: STAMP: SHEET: CHECKED/STAMPED: DESIGNED: DRAWN: KHBH 1-13-23 DATE: SUBMITTAL All drawings herein are the property of GreenDesign Landscape Architects, Inc. and may not be reproduced or used in any capacity without the written authorization of GreenDesign Landscape Architects, Inc. BARBARA HATCH RLA ASLA ENTITLEMENT SET

GHAI MANAGEMENT
SERVICES, INC.
25 E. AIRWAY BLVD.

LIVERMORE, CA 94551
CONTACT: SUNNY GHAI
CLIENT: 8-22-23 COMMENTS 9-21-23 SITE REV. 12-6-23 SITE REV. L1.2 SHADE ANALYSIS TREE CANOPY COVERAGE AND PARKING AREA SHADE 941 S.F. - (40% parking area) (10 year growth) PARKING LOT SURFACE AREA 2,338 S.F. - total area TREE SHADING CANOPY CALCULATIONS Page 193 of 414 BRENTWOOD BLVD. NO PARKING 47 POPEYE'S 2,735 SF PROPOSED EV CHARGING ONLY 0.0 0.0 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.2 0.1 0.2 0.2 0.3 0.3 0.4 0.4 0.4 0.3 0.3 0.2 0.2 0.2 0.1 0.0 0.0 0.0 0.0 0.1 0.1 0.2 0.2 0.2 0.2 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.7 0.6 0.5 0.4 0.3 0.2 0.1 0.0 0.0 0.0 0.0 0.0 0.1 0.0 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.0 0.0 0.1 0.1 0.1 0.1 0.1 0.1 0.2 0.1 0.2 0.1 0.2 0.1 0.2 0.1 0.2 0.1 0.2 0.1 0.2 0.1 0.2 0.1 0.2 0.1 0.1 0.1 0.1 0.1 0.1 0.0 0.1 0.0 0.0 0.0 0.0 0.8 0.7 0.7 1.6 1.1 1.0 1.1 1.5 2.6 1.7 1.4 1.4 1.6 2.1 2.8 2.4 1.7 1.5 1.6 1.9 2.4 3.1 2.7 1.9 1.7 1.7 2.0 2.5 3.0 1.9 1.7 1.7 1.5 1.5 0.7 1.1 1.6 1.6 1.9 2.2 2.6 2.8 2.6 2.5 2.3 2.1 2.2 2.4 2.5 2.7 2.4 2.0 0.7 1.2 1.8 2.4 2.4 2.8 3.1 3.6 4.0 4.0 4.0 4.0 3.9 4.1 4.0 4.0 3.9 3.4 2.8 1.0 1.7 1.2 0.9 1.4 1.9 1.2 1.9 1.4 2.3 1.6 2.6 1.7 3.0 1.8 3.1 1.6 2.9 1.4 2.8 1.1 2.8 3.6 3.1 3.4 3.1 2.5 2.4 2.3 2.2 2.3 1.0 2.7 3.4 3.5 3.9 3.8 3.4 3.2 3.2 3.1 3.2 1.0 2.8 3.5 3.4 2.1 3.3 3.6 3.7 3.5 3.3 3.2 3.3 3.2 1.3 2.8 3.8 3.5 3.0 1.9 2.2 2.6 2.9 3.1 3.2 3.1 3.0 3.0 2.9 3.0 3.0 3.1 1.6 2.8 3.9 3.8 3.2 1.7 2.0 2.2 2.4 2.5 2.6 2.7 2.6 2.5 2.4 2.5 2.6 2.6 1.8 3.1 3.8 3.6 3.1 1.5 1.6 1.8 1.9 2.1 2.3 2.3 2.2 2.1 2.1 2.0 2.1 2.1 1.9 3.2 3.3 3.1 2.8 1.4 1.4 1.6 1.7 1.9 2.1 2.0 1.9 1.9 1.9 1.7 1.7 1.8 1.8 2.9 3.1 3.0 2.8 1.6 1.6 1.7 1.8 2.0 2.1 1.9 1.9 2.0 1.9 1.7 1.7 1.8 1.8 1.6 1.6 2.6 2.9 3.0 2.9 2.1 2.2 2.3 2.5 2.6 2.6 2.4 2.5 2.6 2.6 2.4 1.4 2.3 2.8 3.0 2.9 2.6 2.6 2.6 2.9 3.2 3.1 3.1 3.0 3.0 3.1 3.2 3.0 1.9 2.3 2.5 2.6 2.6 2.7 2.8 3.2 3.6 3.5 3.4 3.4 3.3 3.5 3.7 3.4 1.3 1.6 1.8 2.0 2.2 2.4 2.5 1.0 1.2 1.4 1.6 1.8 2.0 2.2 2.5 2.6 2.2 2.1 2.0 1.8 1.9 2.0 2.1 2.5 2.5 2.3 1.9 1.7 1.3 0.9 P3S MH:25 P3S MH:25 P3MH:25 P3S MH:25

POPEYE'S

BRENTWOOD
Checked By Job No. Sheet No. Scale Drawn By Title Date Commercial Lighting Industries 81161 Indio Boulevard, Indio, CA 92201 No. Issue ALL PLANS AND SPECIFICATIONS ARE THE PROPERTY OF COMMERCIAL LIGHTING IND. DO NOT SCALE DRAWINGS. ALL MEASUREMENTS MUST BE CHECKED ON SITE BY THE CONTRACTORS AND ANY DISCREPANCIES BROUGHT TO THE ATTENTION OF THE DESIGNER OR ARCHITECT. Date Tel: 800-755-0155 | Fax: 760-262-3940 1/8" = 1'-0" LIGHTING AND PHOTOMETRIC LAYOUT PLAN 1 Page 194 of 414 H1 H1 H1H1 H1 H1 H1 H1 H1 H1 D D D D D D H H H H WP D D D ER S ER ER S H1 Luminaire Schedule Symbol Qty Label Description LLF Luminaire Lumens Luminaire Watts 9 D 4 INCH RECESSED LED DOWNLIGHT 0.950 996 14.4 4 H DECORATIVE CANTILEVER GLOBE 0.950 890 9 9 H1 DECORATIVE TRELLIS GLOBE 0.950 890 9 3 H2 DECORATIVE WALL MOUNT GLOBE 0.950 890 9 3 WP LED WALL PACK 0.950 2672 19.4 Calculation Summary Label CalcType Units Avg Max Min Avg/Min Max/Min Building Perimeter Illuminance Fc 5.85 37.4 0.3 19.50 124.67 D D D D D D D D D H H H H H1 H1 H1 H1 H1 H1H1H1H1 WP H2 H2 H2 WPWP 2.4 10.9 22.3 22.8 16.7 21.1 24.3 17.5 19.0 24.8 19.0 17.4 24.3 20.8 16.7 23.1 22.8 16.8 21.2 24.4 17.5 19.0 24.7 18.7 17.3 24.4 20.3 7.3 1.6 0.7 0.4 2.2 2.4 2.5 1.2 1.3 1.4 1.5 1.6 1.6 1.6 1.6 1.6 1.6 1.6 1.5 1.5 1.7 3.0 13.5 26.4 26.2 20.7 25.0 28.5 21.3 22.8 29.5 22.6 21.3 29.1 24.4 20.5 27.1 26.5 20.5 24.9 28.2 21.3 22.9 29.5 22.6 21.2 33.0 32.3 15.5 3.1 0.9 0.5 2.9 3.1 3.3 1.3 1.5 1.6 1.7 1.8 1.8 1.8 1.8 1.8 1.8 1.7 1.7 1.7 1.7 2.2 7.8 16.7 37.4 23.8 7.6 1.3 0.6 3.8 4.1 4.2 1.4 1.5 1.6 1.7 1.8 1.9 1.8 1.8 1.9 1.8 1.8 1.7 1.7 1.6 1.7 2.2 4.0 29.5 23.0 7.9 1.3 0.6 4.9 5.3 1.0 0.6 6.2 6.5 0.4 0.5 7.8 8.6 0.4 0.4 9.3 10.4 0.5 0.5 10.4 11.7 0.6 0.7 10.9 12.3 0.8 0.9 11.0 12.2 1.0 1.1 10.3 11.6 1.3 1.4 9.5 10.5 1.5 1.6 8.5 9.2 1.8 1.8 7.8 8.4 1.9 2.0 7.6 8.2 2.0 2.1 7.9 8.7 2.1 2.2 7.9 8.8 2.2 2.2 7.3 8.3 2.2 2.2 6.2 6.8 2.2 2.2 4.8 5.1 2.1 2.1 3.4 3.6 2.0 2.2 2.8 3.0 3.0 0.8 1.0 1.2 1.3 1.3 1.4 1.5 1.4 1.3 1.3 1.3 1.1 0.9 0.7 0.6 0.5 0.4 0.3 0.3 0.3 0.3 0.3 0.4 0.4 0.5 0.6 0.8 1.0 1.2 1.5 1.6 1.7 1.8 1.9 2.0 2.0 2.0 2.1 2.1 2.1 2.1 2.0 2.4 2.4 2.2 2.1 2.3 2.4 0.9 1.1 1.3 1.4 1.4 1.5 1.5 1.5 1.4 1.4 1.3 1.2 1.0 0.8 0.6 0.5 0.4 0.4 0.3 0.3 0.3 0.3 0.4 0.5 0.6 0.7 0.9 1.1 1.4 1.6 1.8 1.9 2.1 2.2 2.2 2.3 2.3 2.3 2.3 2.3 2.2 2.1 2.4 2.3 2.1 1.7 1.8 1.9 0.9 1.0 1.2 1.3 1.4 1.4 1.5 1.4 1.4 1.3 1.2 1.1 0.9 0.8 0.6 0.5 0.4 0.4 0.3 0.3 0.3 0.4 0.4 0.5 0.6 0.7 0.9 1.1 1.3 1.5 1.7 1.9 2.0 2.1 2.1 2.2 2.2 2.2 2.2 2.2 2.1 2.0 2.1 2.0 1.8 POPPEYE'S - BRENTWOOD MAINTAINED HORIZONTAL ILLUMINANCE CALCULATIONS 12-19-22

POPEYE'S

BRENTWOOD
Checked By Job No. Sheet No. Scale Drawn By Title Date Commercial Lighting Industries 81161 Indio Boulevard, Indio, CA 92201 No. Issue ALL PLANS AND SPECIFICATIONS ARE THE PROPERTY OF COMMERCIAL LIGHTING IND. DO NOT SCALE DRAWINGS. ALL MEASUREMENTS MUST BE CHECKED ON SITE BY THE CONTRACTORS AND ANY DISCREPANCIES BROUGHT TO THE ATTENTION OF THE DESIGNER OR ARCHITECT. Date Tel: 800-755-0155 | Fax: 760-262-3940

February 12, 2023
“Proposed Popeyes Restaurant Development Brentwood, CA” RE: Center Parking Calculations
NEC Brentwood Blvd. & Village Dr.

Brentwood, California
Sincerely,
Charlie Brown, Owner
C. C. Planning & Permitting Services
Fresno CA 93722
559-720-8638 cell
[email protected]

POPEYES BRENTWOOD
CANNON DESIGN GROUPMay 24, 2023
Adjacent Shopping Center THE SITE Adjacent Shopping Center Development across Brentwood Blvd. Gas Station across Village Drive Nearby Taco Bell on Brentwood Blvd. Nearby Taco Bell on Brentwood Blvd.

Site Context
SITE

POPEYES BRENTWOOD
CANNON DESIGN GROUPMay 24, 2023
Popeye Prototypes

PROPOSED BRENTWOOD FACADES

SIMILAR POPEYE FACADES

OTHER POPEYE FACADES

POPEYES BRENTWOOD
CANNON DESIGN GROUPMay 24, 2023
Add wall caps
Use brick in lieu of EIFS
Use brick in lieu of EIFS
Shift site plan and add landscaping at building and parking lot Recommendations

FRONT ELEVATION

REAR ELEVATION

LEFT SIDE ELEVATION DRIVE THRU ELEVATION
increase height increase height
increase height
Increase depth
Increase depth
Increase depth
Increase depth
Increase depth
Shift site planand addlandscapingat buildingand parking lot Add low wall, shrubs and
trellis over drive thru Add low wall, shrubs and over drive thru Trellis over Drive thru Creent landscape proposed along Village Drive Buffer dining patio with landscaping and or trellis
Buffer building from sidewalksand parking lots

Brentwood Popeyes Local Traffic Analysis 1 of 9
Memorandum
To: Sunny Ghia, PE, QSD
Ghia Management Services, Inc.
25 E. Airway Blvd
Livermore, CA 94551
From: Mario Tambellini, PE, TE
Pranesh Tarikere, PE
Date: July 28, 2023
Subject: Brentwood Popeyes Fast Food Restaurant Local Traffic Analysis (LTA)

INTRODUCTION
This Local Traffic Analysis (LTA) has been prepared to present the results of a traffic assessment for the proposed Popeyes Fast Food Restaurant Project (Project) located in the City of Brentwood (City). The Project would construct a Popeyes restaurant with drive-through on a site located on the existing southwest area of the Brentwood Plaza Shopping Center at the northwest corner of the intersection of Brentwood Boulevard & Village Drive. The Project location is shown in Figure 1. There is a currently a Dollar General and several small retail businesses located along the eastern portion of the Project site. The Project would demolish the existing parking located in the southwest corner of this retail center. This LTA includes the following:
• Project trip generation
• Intersection and roadway operations analysis
• Site access analysis, including Project driveway throat length • Discussion of Project impact on existing multimodal facilities • On-site parking evaluation
• Drive-through queueing analysis
This LTA has been prepared based on the 2014 City of Brentwood General Plan and the 2011 Brentwood Boulevard Specific Plan.

PROJECT DESCRIPTION
The Project proposes to construct a 2,583 square-foot Popeyes restaurant with a drive-through on a site that currently contains parking for various existing retail buildings. Project access would be provided via an existing driveway on Village Drive located approximately 200 feet east of the intersection of Brentwood Boulevard with Village Drive. There is one additional existing driveway on Brentwood Boulevard that serves the Brentwood Plaza Shopping Center to the north of the Project site, however, this analysis conservatively assumes all Project traffic would utilize the existing driveway on Village Drive. The 2014 City of Brentwood General Plan designates the site as part of the 2011 Brentwood Boulevard Specific Plan (BBSP), which accommodates a range of residential, commercial, office, mixed use, and other complementary uses that encourage the revitalization of the Brentwood Boulevard corridor within the Brentwood Boulevard Specific Plan area. According to the BBSP’s Zoning Map, the site is zoned Mixed Use Commercial/Office/Industrial/Residential (COIR). The Project site plan is included in Attachment A.

!( !(2
1 Project Location
Project Location and Study Vicinity
Brentwood Popeyes LTA
Brentwood, CA
July 2023
J:\4000-s\4742001_Brentwood_Popeyes\GIS\Tasks\Fig_1_Location_and_Facilities_Dist.mxd 7/13/2023 11:51:06 AM Randerson Figure 1
NORTH
0 50 100
Feet
Legend
!( Study Intersections
Project Location
#
45% 45%
5%
5%
Primary Trip Distribution
Pass By Trip Distribution
%
%
50% 50%

Brentwood Popeyes Local Traffic Analysis 3 of 9

ANALYSIS SCENARIOS AND STUDY FACILITIES
Weekday Midday peak hour and Weekday PM peak hour Intersection operations were studied under the following scenarios:
• Existing Conditions
• Existing Plus Project Conditions
The following intersections and roadway facilities were included in this analysis:

Study Intersections:

1. Brentwood Boulevard & Village Drive

2. Brentwood Plaza Shopping Center Driveway & Village Drive The study facilities are shown in Figure 1.

ANALYSIS METHODOLOGY

INTERSECTION OPERATIONS ANALYSIS
Synchro 11 software and Highway Capacity Manual, 6th Edition (HCM 6th Edition) methodology was used to determine intersection delay and LOS operations under Existing and Existing Plus Project weekday Midday and PM peak hour conditions.

For signalized intersections, the intersection delays and LOS reported are the average values for the whole intersection. For one-way stop-controlled (OWSC) intersections, the worst approach/movement delay and LOS is reported. The delay-based HCM 6th Edition LOS criteria for different types of intersection controls are outlined in Table 1.

Table 1. HCM 6th Edition Intersection LOS Thresholds
Level of
Service Description
Intersection Control Delay
(seconds/vehicle)
Unsignalized Signalized
A Free-flow conditions with negligible to minimal delays. delay ≤ 10.0 delay ≤ 10.0 B Good progression with slight delays. 10.0 < delay ≤ 15.0 10.0 < delay ≤ 20.0 C Relatively higher delays. 15.0 < delay ≤ 25.0 20.0 < delay ≤ 35.0 D Somewhat congested conditions with longer but tolerable delays. 25.0 < delay ≤ 35.0 35.0 < delay ≤ 55.0 E Congested conditions with significant delays. 35.0 < delay ≤ 50.0 55.0 < delay ≤ 80.0 F Jammed or grid-lock type operating conditions. delay > 50.0 delay > 80.0 Source: HCM 6th Edition Exhibit 19-8 and 20-2.

LEVEL OF SERVICE CRITERIA
The City’s General Plan Circulation Element Policy CIR 1-4 states that when a traffic analysis indicates that the Level of Service (LOS) for a street designated as a Route of Regional Significance should be maintained at “D” or better. Policy CIR 1-5 states that intersections that are unsignalized and not designated as Routes of Regional Significance shall be maintained at “D” or better, with controlled movements allowed at “E” or “F” if the intersection operates at LOS “C” overall, and/or if the “Peak Hour” signal warrant remains unmet. As both study intersections are unsignalized and Brentwood Boulevard is classified as a Route of Regional Significance, based on City general Plan requirements, the minimum acceptable LOS for the study intersections is considered to be LOS “D”.

Brentwood Popeyes Local Traffic Analysis 4 of 9

SIGNAL WARRANTS
California Manual on Uniform Traffic Control Devices (CA MUTCD) Peak Hour Signal Warrant #3 was used to evaluate the potential need for installation of a traffic signal at the intersection of Brentwood Boulevard & Village Drive.

OPERATIONS ANALYSIS

EXISTING TRAFFIC VOLUMES
Weekday Midday and PM peak hour turning movement counts were collected on Thursday, January 12, 2023 between 11:30 AM to 1:30 PM and between 4:00 PM to 6:00 PM. Traffic data count sheets are included in Attachment B. A summary of the lane geometry and intersection turning movements for Existing conditions are presented in Figures 2 and 3, respectively.

Figure 2. Existing Conditions Lane Geometrics and Control Figure 3. Existing Conditions Traffic Volumes

PROJECT TRIP GENERATION AND DISTRIBUTION
The trip generation data contained in the Institute of Transportation Engineers (ITE) Trip Generation Manual, 11th Edition, was used to estimate the number of trips generated by the Project. The ITE land use category of Fast-Food Restaurant with Drive Through (ITE Code 934) was used to represent the Project. Table 2 shows the Project trip generation estimate.

Brentwood Popeyes Local Traffic Analysis 5 of 9
Table 2. Project Trip Generation
Land Use Quantity Units Daily
Midday Peak Hour PM Peak Hour
In Out Total In Out Total
Fast Food (with drive-through)1 2.583 KSF2 1,208 67 65 132 44 41 85 Pass-By Trips (Daily/Midday/PM = 55%)3 664 36 36 72 24 23 47 Primary Trips4 544 31 29 60 20 18 38
Notes:
1The daily trip rate is based on the fitted curve equation and peak hour trip rates are based on the average rates for the proposed land use consistent with information contained in the ITE Trip Generation Manual, 11th Edition. Midday trip generation is based on weekday PM peak hour of generator rates.
2KSF = thousand square feet
3PM Pass-By percentages are based on data contained in the ITE Trip Generation Manual, 11th Edition Pass-By Tables Appendices.
4Primary Trips = Generated Trips - Pass-By Trips
As illustrated in Error! Reference source not found., the proposed Project is anticipated to generate a total of 544 daily primary trips, 60 Midday peak hour primary trips (31 inbound, 29 outbound), and 38 PM peak hour primary trips (20 inbound, 18 outbound) under typical weekday traffic demand conditions.

Project trips were assigned to the surrounding roadway network based on the following distribution, which was developed based on Project characteristics, existing travel patterns, and knowledge of the area. Primary Project trips and pass-by trips were assigned to the roadway network based on distributions shown in Figure 1. Pass-by trips are considered vehicle trips currently on the local roadway network that would make a short diversion to visit the project site. In this case, pass-by trips were considered to originate from vehicles traveling northbound or southbound on Brentwood Boulevard and eastbound and westbound on Village Drive.

Primary and pass-by distributions are illustrated in Figure 1. Primary Project Trip assignment is shown in Figure 4 and Pass-by Project Trip assignment is shown in Figure 5. Primary project trips and pass-by trips are added to Existing volumes to obtain Existing Plus Project peak hour volumes, which are shown in Figure

6. Figure 4. Primary Project Trip Assignment – Midday Peak Hour (PM Peak Hour)

Brentwood Popeyes Local Traffic Analysis 6 of 9
Figure 5. Pass-By Project Trip Assignment – Midday Peak Hour (PM Peak Hour) Figure 6. Existing Plus Project Conditions Traffic Volumes – Midday Peak Hour (PM Peak Hour)

INTERSECTION LEVEL OF SERVICE
Table 3 presents a summary of the intersection LOS operations under weekday Midday and PM peak hour Existing and Existing Plus Project conditions.

As shown in Table 3, all intersections operate at acceptable LOS (LOS “D” or better) under Existing and Existing Plus Project conditions. Synchro software HCM 6th Edition intersection LOS output reports are included in Attachment C.

CA MUTCD Peak Hour Signal Warrant #3 is currently unmet at the Brentwood Boulevard & Village Drive intersection. Signal warrant worksheets are provided in Attachment D.

Brentwood Popeyes Local Traffic Analysis 7 of 9
Table 3. Intersection Operations
# Intersection Control
Type
LOS
Criteria
Peak
Hour
Existing Wrnt
Met?3
Existing Plus
Project Wrnt
Delay Met?
(sec/veh)
2 LOS Delay
(sec/veh)
2 LOS
1 Brentwood Boulevard
& Village Drive OWSC1 D
Midday 13.2 B No 15.1 C No
PM 19.8 C No 23.9 C No
2 Brentwood Plaza
Shopping Center
Driveway & Village
Drive
OWSC1 D
Midday 8.8 A - 9.1 A -
PM 8.9 A - 9.0 A -
Notes:
1OWSC = One-Way Stop-Controlled
2 For OWSC, the worst approach/movement delay and LOS is reported. 3 Wrnt Met? = Peak Hour Signal Warrant #3

INTERSECTION QUEUEING ANALYSIS
Vehicle queuing was analyzed at the study intersections for all stop-controlled movements and movements with turn pockets that the Project would add trips to. Table 4 shows the available storage lengths and 95th percentile queues under all analysis scenarios. As shown in Table 4, all 95th percentile queues are anticipated to be accommodated by the existing available storage for all study scenarios.

Table 4. Queueing Analysis Results
# Intersection Movement Available
Storage (ft)1
Peak Hour
95th Percentile Queue (ft)
Existing Existing Plus
Project
1 Brentwood Boulevard & Village
Drive
SBL 80
Midday <20 <20
PM <20 <20
WB 115
Midday <20 <20
PM <20 30
2 Brentwood Plaza Shopping
Center Driveway & Village Drive SB --
Midday <20 <20
PM <20 <20
Notes: One queued vehicle length is considered to be 20 feet long. 1 For stop-controlled movements, available storage represents the distance to the nearest cross-street.

INTERNAL SITE CIRCULATION AND PARKING

BRENTWOOD PLAZA SHOPPING CENTER DRIVEWAY THROAT LENGTH
The throat length for vehicles exiting the Brentwood Plaza Shopping Center Driveway onto Village Drive is approximately 100 feet. The 95th percentile queues for the southbound approach of the Project driveway are projected to be one vehicle (approximately 20 feet) or less under Existing Plus Project conditions. Thus, the throat length is considered sufficient based on the 95th percentile queues shown in the Synchro output reports included in Attachment C.

TRANSIT, BICYCLES, AND PEDESTRIANS
Transit service in the City of Brentwood is provided by Tri Delta Transit (TDT). The nearest transit stops to the Project site are located within 200 feet of the Brentwood Boulevard & Village Drive intersection and are served by the 391, 300X and 384 Bus Routes, located approximately 200 and 300 feet from the site. The 391 Brentwood Park & Ride/Pittsburg Center Station, 300X Brentwood Park & Ride/Antioch BART, and 384 Brentwood Park & Ride/Antioch BART serves the Tri Delta Transit system. The Tri Delta Transit service is

Brentwood Popeyes Local Traffic Analysis 8 of 9
accessible from the Project site via existing pedestrian facilities along Brentwood Boulevard. The Project is not anticipated to adversely affect existing transit facilities.

Existing striped bike lanes are present along Brentwood Boulevard north and south of Village Drive. Based on the Project site plan, adequate onsite bicycle parking and storage for patrons will be provided.

Existing sidewalks are present along both sides of Brentwood Boulevard and Village Drive within the Project vicinity, with existing curb ramps and pedestrian crossings present on two of the three legs of the Brentwood Boulevard & Village Drive intersection. The Project would provide connectivity to the existing sidewalk 40 feet north of the northeast corner of the Brentwood Boulevard & Village Drive intersection. The Project would provide adequate connectivity to existing bicycle and pedestrian facilities.

PARKING
Based on requirements outlined in Section 17.620.012 of the City Zoning Ordinance, the Project is required to provide 1 parking space per 100 square foot gross floor area (GFA), plus 1 space per 50 square feet of gross floor area used for other assembly uses. However, when located in shopping centers, the number of required parking spaces may be reduced at the time of issuance of a conditional use permit. The Project proposes to provide 15 total parking spaces, including two (2) accessible parking space, plus an additional 140 parking spaces exist in the surrounding Brentwood Plaza Shopping Center. As the Project is located within a larger shopping center, the existing shared parking spaces would likely accommodate Project customers.

DRIVE-THROUGH QUEUEING ANALYSIS
A drive-through queueing analysis was performed for the Project based on data collected at other Popeye restaurants within 15 miles of the Project site. Drive-through queueing data over five-minute intervals was collected on Tuesday, June 06, 2023, between 12 PM to 1 PM and 5 PM to 6 PM, at the following locations:
• Popeyes at 5019 Lone Tree Way, Antioch, CA
• Popeyes at 101 Carol Lane, Oakley, CA
• Popeyes at 1283 East Leland Road, Pittsburg, CA
Drive-through queueing data is included in Attachment E. A summary of the drive-through queue data is included in Table 5.

Table 5. Maximum Drive-Through Queueing at Near-by Popeyes Restaurants Location Available Drive-Through
Storage (ft)1
Max Observed Queue (veh (ft))
Noon PM
Popeyes at 5019 Lone Tree Way, Antioch 150 6 (120’) 6 (120’) Popeyes at 101 Carol Lane, Oakley 150 5 (100’) 6 (120’) Popeyes at 1283 East Leland Road, Pittsburg 115 8 (160’) 7 (140’) Notes:
1 Available drive-through storage is measured from the drive-through entrance to the order pick-up window(s).

The Pittsburg location was shown to experience the highest maximum queue of 8 vehicles (approximately 160 feet) during the Midday peak hour.

Based on the maximum queue data collected at the near-by Popeyes locations, the Project is likely to experience a maximum drive-through queue of 8 vehicles. As shown in Attachment A, the Project site plan would provide total queue storage of approximately 370 feet, or room for approximately 18 vehicles, and would therefore accommodate the maximum projected drive-through queue of 8 vehicles. The Project site also includes dual order boards. Projected maximum queues would not block the Brentwood Plaza Shopping Center Driveway of the Popeyes parking lot area.

Brentwood Popeyes Local Traffic Analysis 9 of 9

CONCLUSION
The proposed Project is anticipated to generate a total of 544 daily primary trips, 60 Midday peak hour primary trips (31 inbound, 29 outbound), and 38 PM peak hour primary trips (20 inbound, 18 outbound) under typical weekday traffic demand conditions.

Intersection LOS at all study intersections was projected to be acceptable (LOS “D” or better) under all study scenarios. CA MUTCD Peak Hour Signal Warrant #3 is currently unmet at the Brentwood Boulevard & Village Drive intersection. All 95th percentile queues are anticipated to be accommodated by the existing available storage for all study scenarios.

The throat length for vehicles exiting the Project driveway onto Village Drive is approximately 100-feet. The 95th percentile queues for the southbound approach of the Project driveway are projected to be one vehicle (approximately 20 feet) or less under Existing Plus Project conditions. Thus, the driveway throat length is considered sufficient.

The Project would provide adequate connectivity to existing bicycle and pedestrian facilities. The Project proposes to provide 15 total parking spaces, including two (2) accessible parking spaces, with additional parking provided by existing spaces within the Brentwood Plaza Shopping Center.

A drive-through queueing analysis was performed for the Project based on data collected at similar drivethrough restaurants within 15 miles of the Project vicinity, including Antioch, Oakley, and Pittsburg. Of the three sites, the Pittsburg location experience the maximum drive-through queue of 8 vehicles. The Project site has dual order boards and allow for a total drive-through queueing capacity of 18 vehicles. Based on the maximum queues collected at similar Popeyes sites, the Project is likely to experience a maximum drivethrough queue of 8 vehicles. The Project site would accommodate the maximum projected drive-through queue.

Brentwood Popeyes Local Traffic Analysis

ATTACHMENT A

PROJECT SITE PLAN

Brentwood Popeyes Local Traffic Analysis

ATTACHMENT B

TRAFFIC COUNTS

Prepared by National Data & Surveying Services
ID: 23-080009-002 Day:

City: Brentwood Date:

AM 0 0 0 0 AM
NOON 14 0 4 0 NOON
PM 18 0 8 0 PM

AM NOON PM PM NOON AM
0 0 0 0
0 7 3 0
0 32 29 0
0 0 1 0 0 0 0 0
0 21 27 0 TEV 0 104 149 0 0 1 0
0 32 56 0 PHF 0.74 0.93
0 0 0 0
0 0 0 0

AM NOON PM PM NOON AM
PM 0 0 0 0 PM
NOON 0 0 0 0 NOON
AM 0 0 0 0 AM
24 11:30 AM - 01:30 PM
04:15 PM - 05:15 PM 34
Brentwood Laundromat Parking Dwy & Village Dr
Peak Hour Turning Movement Count
Brentwood Laundromat Parking Dwy Thursday
SOUTHBOUND 1/12/2023

PEAK HOURS
4:00 PM - 06:00 PM
NONE 0 NONE

COUNT PERIODS
11:45 AM - 12:45 PM
64 37 0
Totals (AM) 0 Totals (AM)
Village Dr

EASTBOUND

WESTBOUND
Village Dr
0 43 51

CONTROL
No Control
Pedestrians (Crosswalks)
Totals (PM) Totals (PM)
0 0

NORTHBOUND
Brentwood Laundromat Parking Dwy
Totals (NOON) Totals (NOON)

AM NOON PM
PM
AM
AM
NOON
PM
PM
NOON
AM
AM
NOON
PM
NOON

PMNOONAMAMNOONPM

PMNOONAMAMNOONPM
0 0
0 0
0 0
0 0 0 0 0
0 0
0 0
0 0
0 0 0 0 0 0 0
7 32
0 0
56 27
1808
000
3 29
0 0
32 21
1404
000
0 0
0 0
0 0
000
000
7 32
0 0
56 27
1808
000
3 29
0 0
32 21
1404
000
0 0
0 0
0 0
000
000

Prepared by National Data & Surveying Services
ID: 23-080009-001 Day:

City: Brentwood Date:

AM 0 0 0 0 AM
NOON 0 574 18 0 NOON
PM 0 579 21 0 PM

AM NOON PM PM NOON AM
0 0 0 0
0 26 26 0
0 0 0 0
0 0 0 0 0 25 24 0
0 0 0 0 TEV 0 1269 1657 0 1 0 0
0 0 0 0 PHF 0.99 0.89
0 0 0 0
0 0 0 0

AM NOON PM PM NOON AM
PM 0 0 946 59 PM
NOON 0 0 594 33 NOON
AM 0 0 0 0 AM
620 11:30 AM - 01:30 PM
04:30 PM - 05:30 PM 972
Brentwood Blvd & Village Dr
Peak Hour Turning Movement Count
Brentwood Blvd Thursday
SOUTHBOUND 1/12/2023

PEAK HOURS
4:00 PM - 06:00 PM
NONE 0 NONE

COUNT PERIODS
12:00 PM - 01:00 PM
81 51 0
Totals (AM) 604 Totals (AM)
Village Dr

EASTBOUND

WESTBOUND
Village Dr
0 0 0

CONTROL
1-Way Stop(WB)
Pedestrians (Crosswalks)
Totals (PM) Totals (PM)
598
0 NORTHBOUND
Brentwood Blvd
Totals (NOON) Totals (NOON)

AM NOON PM
PM
AM
AM
NOON
PM
PM
NOON
AM
AM
NOON
PM
NOON

PMNOONAMAMNOONPM

PMNOONAMAMNOONPM
0 0
0 0
0 0
0 0 0 0 0
0 0
0 0
0 0
0 0 0 0 0 0 0
26 0
0 25
0 0
057921
094659
26 0
0 24
0 0
057418
059433
0 0
0 0
0 0
000
000
26 0
0 25
0 0
057921
094659
26 0
0 24
0 0
057418
059433
0 0
0 0
0 0
000
000

Brentwood Popeyes Local Traffic Analysis

ATTACHMENT C
SYNCHRO HCM 6TH EDITION REPORTS

HCM 6th TWSC
1: Brentwood Boulevard & Village Drive Existing Midday Peak Hour Brentwood Popeye's Synchro 11 Report
Wood Rodgers, Inc. Page 1
Intersection
Int Delay, s/veh 0.7
Movement WBL WBR NBT NBR SBL SBT
Lane Configurations
Traffic Vol, veh/h 25 26 594 33 18 574
Future Vol, veh/h 25 26 594 33 18 574
Conflicting Peds, #/hr 0 0 0 0 0 0
Sign Control Stop Stop Free Free Free Free
RT Channelized - None - None - None
Storage Length 0 - - - 80 -
Veh in Median Storage, # 1 - 0 - - 0
Grade, % 0 - 0 - - 0
Peak Hour Factor 99 99 99 99 99 99
Heavy Vehicles, % 2 2 2 2 2 2
Mvmt Flow 25 26 600 33 18 580
Major/Minor Minor1 Major1 Major2
Conflicting Flow All 943 317 0 0 633 0
Stage 1 617 - - - - -
Stage 2 326 - - - - -
Critical Hdwy 6.84 6.94 - - 4.14 -
Critical Hdwy Stg 1 5.84 - - - - -
Critical Hdwy Stg 2 5.84 - - - - -
Follow-up Hdwy 3.52 3.32 - - 2.22 -
Pot Cap-1 Maneuver 261 679 - - 946 -
Stage 1 501 - - - - -
Stage 2 704 - - - - -
Platoon blocked, % - - -
Mov Cap-1 Maneuver 256 679 - - 946 -
Mov Cap-2 Maneuver 377 - - - - -
Stage 1 501 - - - - -
Stage 2 691 - - - - -
Approach WB NB SB
HCM Control Delay, s 13.2 0 0.3

HCM LOS B
Minor Lane/Major Mvmt NBT NBRWBLn1 SBL SBT
Capacity (veh/h) - - 488 946 -
HCM Lane V/C Ratio - - 0.106 0.019 -
HCM Control Delay (s) - - 13.2 8.9 -
HCM Lane LOS - - B A -
HCM 95th %tile Q(veh) - - 0.4 0.1 -

HCM 6th TWSC
2: Village Drive & Brentwood Plaza Shopping Center Driveway Existing Midday Peak Hour Brentwood Popeye's Synchro 11 Report
Wood Rodgers, Inc. Page 2
Intersection
Int Delay, s/veh 3
Movement EBL EBT WBT WBR SBL SBR
Lane Configurations
Traffic Vol, veh/h 21 32 30 3 4 14
Future Vol, veh/h 21 32 30 3 4 14
Conflicting Peds, #/hr 0 0 0 0 0 0
Sign Control Free Free Free Free Stop Stop
RT Channelized - None - None - None
Storage Length - - - - 0 -
Veh in Median Storage, # - 0 0 - 0 -
Grade, % - 0 0 - 0 -
Peak Hour Factor 74 74 74 74 74 74
Heavy Vehicles, % 2 2 2 2 2 2
Mvmt Flow 28 43 41 4 5 19
Major/Minor Major1 Major2 Minor2
Conflicting Flow All 45 0 - 0 142 43
Stage 1 - - - - 43 -
Stage 2 - - - - 99 -
Critical Hdwy 4.12 - - - 6.42 6.22
Critical Hdwy Stg 1 - - - - 5.42 -
Critical Hdwy Stg 2 - - - - 5.42 -
Follow-up Hdwy 2.218 - - - 3.518 3.318
Pot Cap-1 Maneuver 1563 - - - 851 1027
Stage 1 - - - - 979 -
Stage 2 - - - - 925 -
Platoon blocked, % - - -
Mov Cap-1 Maneuver 1563 - - - 836 1027
Mov Cap-2 Maneuver - - - - 836 -
Stage 1 - - - - 961 -
Stage 2 - - - - 925 -
Approach EB WB SB
HCM Control Delay, s 2.9 0 8.8

HCM LOS A
Minor Lane/Major Mvmt EBL EBT WBT WBR SBLn1
Capacity (veh/h) 1563 - - - 977
HCM Lane V/C Ratio 0.018 - - - 0.025
HCM Control Delay (s) 7.3 0 - - 8.8
HCM Lane LOS A A - - A
HCM 95th %tile Q(veh) 0.1 - - - 0.1

HCM 6th TWSC
1: Brentwood Boulevard & Village Drive Existing PM Peak Hour Brentwood Popeye's Synchro 11 Report
Wood Rodgers, Inc. Page 1
Intersection
Int Delay, s/veh 0.8
Movement WBL WBR NBT NBR SBL SBT
Lane Configurations
Traffic Vol, veh/h 25 26 946 59 21 579
Future Vol, veh/h 25 26 946 59 21 579
Conflicting Peds, #/hr 0 0 0 0 0 0
Sign Control Stop Stop Free Free Free Free
RT Channelized - None - None - None
Storage Length 0 - - - 80 -
Veh in Median Storage, # 1 - 0 - - 0
Grade, % 0 - 0 - - 0
Peak Hour Factor 89 89 89 89 89 89
Heavy Vehicles, % 2 2 2 2 2 2
Mvmt Flow 28 29 1063 66 24 651
Major/Minor Minor1 Major1 Major2
Conflicting Flow All 1470 565 0 0 1129 0
Stage 1 1096 - - - - -
Stage 2 374 - - - - -
Critical Hdwy 6.84 6.94 - - 4.14 -
Critical Hdwy Stg 1 5.84 - - - - -
Critical Hdwy Stg 2 5.84 - - - - -
Follow-up Hdwy 3.52 3.32 - - 2.22 -
Pot Cap-1 Maneuver 118 468 - - 615 -
Stage 1 282 - - - - -
Stage 2 666 - - - - -
Platoon blocked, % - - -
Mov Cap-1 Maneuver 113 468 - - 615 -
Mov Cap-2 Maneuver 220 - - - - -
Stage 1 282 - - - - -
Stage 2 640 - - - - -
Approach WB NB SB
HCM Control Delay, s 19.8 0 0.4

HCM LOS C
Minor Lane/Major Mvmt NBT NBRWBLn1 SBL SBT
Capacity (veh/h) - - 301 615 -
HCM Lane V/C Ratio - - 0.19 0.038 -
HCM Control Delay (s) - - 19.8 11.1 -
HCM Lane LOS - - C B -
HCM 95th %tile Q(veh) - - 0.7 0.1 -

HCM 6th TWSC
2: Village Drive & Brentwood Plaza Shopping Center Driveway Existing PM Peak Hour Brentwood Popeye's Synchro 11 Report
Wood Rodgers, Inc. Page 2
Intersection
Int Delay, s/veh 2.9
Movement EBL EBT WBT WBR SBL SBR
Lane Configurations
Traffic Vol, veh/h 28 56 32 7 8 18
Future Vol, veh/h 28 56 32 7 8 18
Conflicting Peds, #/hr 0 0 0 0 0 0
Sign Control Free Free Free Free Stop Stop
RT Channelized - None - None - None
Storage Length - - - - 0 -
Veh in Median Storage, # - 0 0 - 0 -
Grade, % - 0 0 - 0 -
Peak Hour Factor 93 93 93 93 93 93
Heavy Vehicles, % 2 2 2 2 2 2
Mvmt Flow 30 60 34 8 9 19
Major/Minor Major1 Major2 Minor2
Conflicting Flow All 42 0 - 0 158 38
Stage 1 - - - - 38 -
Stage 2 - - - - 120 -
Critical Hdwy 4.12 - - - 6.42 6.22
Critical Hdwy Stg 1 - - - - 5.42 -
Critical Hdwy Stg 2 - - - - 5.42 -
Follow-up Hdwy 2.218 - - - 3.518 3.318
Pot Cap-1 Maneuver 1567 - - - 833 1034
Stage 1 - - - - 984 -
Stage 2 - - - - 905 -
Platoon blocked, % - - -
Mov Cap-1 Maneuver 1567 - - - 816 1034
Mov Cap-2 Maneuver - - - - 816 -
Stage 1 - - - - 964 -
Stage 2 - - - - 905 -
Approach EB WB SB
HCM Control Delay, s 2.4 0 8.9

HCM LOS A
Minor Lane/Major Mvmt EBL EBT WBT WBR SBLn1
Capacity (veh/h) 1567 - - - 955
HCM Lane V/C Ratio 0.019 - - - 0.029
HCM Control Delay (s) 7.3 0 - - 8.9
HCM Lane LOS A A - - A
HCM 95th %tile Q(veh) 0.1 - - - 0.1

HCM 6th TWSC
1: Brentwood Boulevard & Village Drive Existing Plus Project Midday Peak Hour Brentwood Popeye's Synchro 11 Report
Wood Rodgers, Inc. Page 1
Intersection
Int Delay, s/veh 1.5
Movement WBL WBR NBT NBR SBL SBT
Lane Configurations
Traffic Vol, veh/h 54 57 576 66 48 558
Future Vol, veh/h 54 57 576 66 48 558
Conflicting Peds, #/hr 0 0 0 0 0 0
Sign Control Stop Stop Free Free Free Free
RT Channelized - None - None - None
Storage Length 0 - - - 80 -
Veh in Median Storage, # 1 - 0 - - 0
Grade, % 0 - 0 - - 0
Peak Hour Factor 99 99 99 99 99 99
Heavy Vehicles, % 2 2 2 2 2 2
Mvmt Flow 55 58 582 67 48 564
Major/Minor Minor1 Major1 Major2
Conflicting Flow All 994 325 0 0 649 0
Stage 1 616 - - - - -
Stage 2 378 - - - - -
Critical Hdwy 6.84 6.94 - - 4.14 -
Critical Hdwy Stg 1 5.84 - - - - -
Critical Hdwy Stg 2 5.84 - - - - -
Follow-up Hdwy 3.52 3.32 - - 2.22 -
Pot Cap-1 Maneuver 242 671 - - 933 -
Stage 1 501 - - - - -
Stage 2 663 - - - - -
Platoon blocked, % - - -
Mov Cap-1 Maneuver 230 671 - - 933 -
Mov Cap-2 Maneuver 357 - - - - -
Stage 1 501 - - - - -
Stage 2 629 - - - - -
Approach WB NB SB
HCM Control Delay, s 15 0 0.7

HCM LOS C
Minor Lane/Major Mvmt NBT NBRWBLn1 SBL SBT
Capacity (veh/h) - - 470 933 -
HCM Lane V/C Ratio - - 0.239 0.052 -
HCM Control Delay (s) - - 15 9.1 -
HCM Lane LOS - - C A -
HCM 95th %tile Q(veh) - - 0.9 0.2 -

HCM 6th TWSC
2: Village Drive & Brentwood Plaza Shopping Center Driveway Existing Plus Project Midday Peak Hour Brentwood Popeye's Synchro 11 Report
Wood Rodgers, Inc. Page 2
Intersection
Int Delay, s/veh 5.9
Movement EBL EBT WBT WBR SBL SBR
Lane Configurations
Traffic Vol, veh/h 84 32 28 7 5 77
Future Vol, veh/h 84 32 28 7 5 77
Conflicting Peds, #/hr 0 0 0 0 0 0
Sign Control Free Free Free Free Stop Stop
RT Channelized - None - None - None
Storage Length - - - - 0 -
Veh in Median Storage, # - 0 0 - 0 -
Grade, % - 0 0 - 0 -
Peak Hour Factor 74 74 74 74 74 74
Heavy Vehicles, % 2 2 2 2 2 2
Mvmt Flow 114 43 38 9 7 104
Major/Minor Major1 Major2 Minor2
Conflicting Flow All 47 0 - 0 314 43
Stage 1 - - - - 43 -
Stage 2 - - - - 271 -
Critical Hdwy 4.12 - - - 6.42 6.22
Critical Hdwy Stg 1 - - - - 5.42 -
Critical Hdwy Stg 2 - - - - 5.42 -
Follow-up Hdwy 2.218 - - - 3.518 3.318
Pot Cap-1 Maneuver 1560 - - - 679 1027
Stage 1 - - - - 979 -
Stage 2 - - - - 775 -
Platoon blocked, % - - -
Mov Cap-1 Maneuver 1560 - - - 628 1027
Mov Cap-2 Maneuver - - - - 628 -
Stage 1 - - - - 906 -
Stage 2 - - - - 775 -
Approach EB WB SB
HCM Control Delay, s 5.4 0 9.1

HCM LOS A
Minor Lane/Major Mvmt EBL EBT WBT WBR SBLn1
Capacity (veh/h) 1560 - - - 989
HCM Lane V/C Ratio 0.073 - - - 0.112
HCM Control Delay (s) 7.5 0 - - 9.1
HCM Lane LOS A A - - A
HCM 95th %tile Q(veh) 0.2 - - - 0.4

HCM 6th TWSC
1: Brentwood Boulevard & Village Drive Existing Plus Project PM Peak Hour Brentwood Popeye's Synchro 11 Report
Wood Rodgers, Inc. Page 1
Intersection
Int Delay, s/veh 1.6
Movement WBL WBR NBT NBR SBL SBT
Lane Configurations
Traffic Vol, veh/h 46 46 934 81 41 568
Future Vol, veh/h 46 46 934 81 41 568
Conflicting Peds, #/hr 0 0 0 0 0 0
Sign Control Stop Stop Free Free Free Free
RT Channelized - None - None - None
Storage Length 0 - - - 80 -
Veh in Median Storage, # 1 - 0 - - 0
Grade, % 0 - 0 - - 0
Peak Hour Factor 89 89 89 89 89 89
Heavy Vehicles, % 2 2 2 2 2 2
Mvmt Flow 52 52 1049 91 46 638
Major/Minor Minor1 Major1 Major2
Conflicting Flow All 1506 570 0 0 1140 0
Stage 1 1095 - - - - -
Stage 2 411 - - - - -
Critical Hdwy 6.84 6.94 - - 4.14 -
Critical Hdwy Stg 1 5.84 - - - - -
Critical Hdwy Stg 2 5.84 - - - - -
Follow-up Hdwy 3.52 3.32 - - 2.22 -
Pot Cap-1 Maneuver 112 465 - - 609 -
Stage 1 282 - - - - -
Stage 2 638 - - - - -
Platoon blocked, % - - -
Mov Cap-1 Maneuver 103 465 - - 609 -
Mov Cap-2 Maneuver 213 - - - - -
Stage 1 282 - - - - -
Stage 2 590 - - - - -
Approach WB NB SB
HCM Control Delay, s 23.9 0 0.8

HCM LOS C
Minor Lane/Major Mvmt NBT NBRWBLn1 SBL SBT
Capacity (veh/h) - - 292 609 -
HCM Lane V/C Ratio - - 0.354 0.076 -
HCM Control Delay (s) - - 23.9 11.4 -
HCM Lane LOS - - C B -
HCM 95th %tile Q(veh) - - 1.5 0.2 -

HCM 6th TWSC
2: Village Drive & Brentwood Plaza Shopping Center Driveway Existing Plus Project PM Peak Hour Brentwood Popeye's Synchro 11 Report
Wood Rodgers, Inc. Page 2
Intersection
Int Delay, s/veh 4.8
Movement EBL EBT WBT WBR SBL SBR
Lane Configurations
Traffic Vol, veh/h 70 56 31 9 9 58
Future Vol, veh/h 70 56 31 9 9 58
Conflicting Peds, #/hr 0 0 0 0 0 0
Sign Control Free Free Free Free Stop Stop
RT Channelized - None - None - None
Storage Length - - - - 0 -
Veh in Median Storage, # - 0 0 - 0 -
Grade, % - 0 0 - 0 -
Peak Hour Factor 93 93 93 93 93 93
Heavy Vehicles, % 2 2 2 2 2 2
Mvmt Flow 75 60 33 10 10 62
Major/Minor Major1 Major2 Minor2
Conflicting Flow All 43 0 - 0 248 38
Stage 1 - - - - 38 -
Stage 2 - - - - 210 -
Critical Hdwy 4.12 - - - 6.42 6.22
Critical Hdwy Stg 1 - - - - 5.42 -
Critical Hdwy Stg 2 - - - - 5.42 -
Follow-up Hdwy 2.218 - - - 3.518 3.318
Pot Cap-1 Maneuver 1566 - - - 740 1034
Stage 1 - - - - 984 -
Stage 2 - - - - 825 -
Platoon blocked, % - - -
Mov Cap-1 Maneuver 1566 - - - 703 1034
Mov Cap-2 Maneuver - - - - 703 -
Stage 1 - - - - 935 -
Stage 2 - - - - 825 -
Approach EB WB SB
HCM Control Delay, s 4.1 0 9

HCM LOS A
Minor Lane/Major Mvmt EBL EBT WBT WBR SBLn1
Capacity (veh/h) 1566 - - - 972
HCM Lane V/C Ratio 0.048 - - - 0.074
HCM Control Delay (s) 7.4 0 - - 9
HCM Lane LOS A A - - A
HCM 95th %tile Q(veh) 0.2 - - - 0.2

Brentwood Popeyes Local Traffic Analysis

ATTACHMENT D
CA MUTCD PEAK HOUR SIGNAL WARRANT #3

CA SIGNAL WARRANT 3 ANALYSIS SCENARIOS: "AM/PM PEAK HOUR" CONDITIONS Date: July 13, 2023 Intersection No.: 1

MAJOR MINOR
EXST_AM 1219 51 NO Intersection: Brentwood Blvd & Village Dr E+P_AM 1248 112 NO
EXST_PM 1605 51 NO Number of lanes on MAJOR street: 2
E+P_PM 1624 91 NO
BLANK 0 0 NO Number of lanes on MINOR street: 1
BLANK 0 0 NO
BLANK 0 0 NO
BLANK 0 0 NO

SCENARIO

APPROACH(ES) WARRANT
MET?
Note: Major approach is the total of both approaches. Minor approach is the highest of both approaches.
0 100
200
300
400
500
600
400 500 600 700 800 900 1000 1100 1200 1300 1400 1500 1600 1700 1800 MINOR STREET--HIGHER VOLUME APPROACH VPH MAJOR STREET--TOTAL OF BOTH APPROACHES VPH FIGURE 4C-3 WARRANT 3 PEAK HOUR VOLUME
(CALIFORNIA MUTCD)
EXST_AM
E+P_AM
EXST_PM
E+P_PM
BLANK
BLANK
BLANK
BLANK
1 LANE & 1 LANE
2 OR MORE LANES & 1 LANE
2 OR MORE LANES & 2 OR MORE LANES
*Note: 150 vph applies as the lower threshold volume for a minor-street approach with two or more lanes and 100 vph applies as the lower threshold volume for a minorstreet approach with one lane. * 4742001 Brentwood Popeyes
Brentwood, CA
Wood Rodgers, Inc.
\\woodrodgers.loc\ProductionData\Jobs\4000-s\4742001_Brentwood_Popeyes\Traffic\Analysis\CA_MUTCDSigWarrantNo3AM_PM_WAR.xls Intx INT1
Analyst: Name

Brentwood Popeyes Local Traffic Analysis

ATTACHMENT E

DRIVE-THROUGH QUEUEING DATA

Location: Popeyes Louisiana Kitchen, 5019 Lone Tree Wy
City: Antioch, CA
Date:

TIME
Drive Thru Queue
From Pickup Window to End of Queue Notes
12:00 PM 4
12:05 PM 4
12:10 PM 5
12:15 PM 6
12:20 PM 4
12:25 PM 3
12:30 PM 3
12:35 PM 2
12:40 PM 6
12:45 PM 5
12:50 PM 4
12:55 PM 5
5:00 PM 2
5:05 PM 2
5:10 PM 2
5:15 PM 2
5:20 PM 2
5:25 PM 2
5:30 PM 6
5:35 PM 6
5:40 PM 5
5:45 PM 4
5:50 PM 3
5:55 PM 2
Totals 89
Prepared by National Data & Surveying Services

MAX QUEUE
6/6/2023 (Tuesday)
MAX Queue Length (# of vehicles)

Location: Popeyes Louisiana Kitchen, 101 Carol Ln
City: Oakley, CA
Date:

TIME
Drive Thru Queue
From Pickup Window to End of Queue Notes
12:00 PM 4
12:05 PM 2
12:10 PM 5
12:15 PM 4
12:20 PM 3
12:25 PM 3
12:30 PM 2
12:35 PM 2
12:40 PM 2
12:45 PM 2
12:50 PM 2
12:55 PM 3
5:00 PM 2
5:05 PM 4
5:10 PM 3
5:15 PM 1
5:20 PM 1
5:25 PM 0
5:30 PM 2
5:35 PM 3
5:40 PM 4
5:45 PM 6
5:50 PM 4
5:55 PM 5
Totals 69
Prepared by National Data & Surveying Services

MAX QUEUE
6/6/2023 (Tuesday)
MAX Queue Length (# of vehicles)

Location: Popeyes Louisiana Kitchen, 1283 E Leland Rd
City: Pittsburg, CA
Date:

TIME
Drive Thru Queue
From Pickup Window to End of Queue Notes
12:00 PM 5
12:05 PM 3
12:10 PM 7
12:15 PM 8
12:20 PM 8
12:25 PM 7
12:30 PM 6
12:35 PM 6
12:40 PM 4
12:45 PM 3
12:50 PM 2
12:55 PM 6
5:00 PM 4
5:05 PM 5
5:10 PM 5
5:15 PM 7
5:20 PM 6
5:25 PM 5
5:30 PM 5
5:35 PM 3
5:40 PM 3
5:45 PM 4
5:50 PM 4
5:55 PM 3
Totals 119
Prepared by National Data & Surveying Services

MAX QUEUE
6/6/2023 (Tuesday)
MAX Queue Length (# of vehicles)

CITY COUNCIL/BIFA AGENDA ITEM NO. H.1
09/10/2024
SUBJECT: Approve the proposed refunding of the outstanding Water Revenue Refunding Bonds, Series 2014 through the issuance of Water Revenue Refunding Bonds, Series 2024 (the “2024 Bonds”) DEPARTMENT: Finance and Information Systems
STAFF: Kerry Breen, City Treasurer and Director of Finance & Information Systems
Christine Andrews, Assistant Director of Finance & Information Systems

TITLE/RECOMMENDATION
Adopt two Resolutions, one by the City Council and one by the Brentwood Infrastructure Financing Authority (“BIFA”): 1) authorizing issuance and sale of the 2024 Bonds; 2) authorizing execution of a Third Supplemental Trust Agreement; 3) authorizing execution of a Third Supplemental Installment Sale Agreement; 4) authorizing execution of a Bond Purchase Contract; 5) approving an Official Statement; and 6) directing staff to take all necessary steps to execute and deliver any and all documents necessary to facilitate the issuance, sale and delivery of the 2024 Bonds.

FISCAL IMPACT
Upon the successful sale and closing of the proposed 2024 Bonds, based on market conditions as of August 7, 2024, the expected annual savings to the Water Enterprise Fund is approximately $265,256 per year from FY 2025 to FY 2038. The total savings come to $3,713,538, with net present value savings of $3,098,857 or 10.21% of the outstanding bonds. This is a slight improvement from the savings estimates provided at the August 13, 2024 City Council meeting.

The Municipal Advisor, Underwriter, and Bond and Disclosure Counsel (“Financing Team”) would only be compensated if the refunding transaction is successfully completed. The Water Enterprise Fund is be responsible for the costs associated with obtaining the credit rating, estimated to be approximately $29,500, even if the transaction does not close. All anticipated costs of the refunding are accounted for and included in the savings estimates provided above.

BACKGROUND

CITY COUNCIL/BIFA AGENDA ITEM NO. H.1
09/10/2024
BIFA issued Water Revenue Bonds, Series 2008 (the “2008 Bonds”) in the original amount of $53,200,000. The proceeds of the 2008 Bonds were used to refund and defease bonds issued in 1996, outstanding at the time of the refunding, in the amount of $9,635,000 and to repay $41,000,000 of commercial paper issued by the Contra Costa Water District. The proceeds were used to construct the City’s Surface Water Treatment Facility Phases I and II, currently known as the Brentwood Water Treatment Plant.

In 2014, BIFA issued Water Revenue Refunding Bonds, Series 2014 the (“2014 Bonds”) to partially refund and defease $43,335,000 of the 2008 Bonds callable on July 1, 2018 with maturities ranging from July 1, 2019 to July 1, 2038. The remaining maturities in the amount of $5,420,000 ranging from July 1, 2015 to July 1, 2018 were non-callable at the time of the refunding and were left outstanding.

Given current market conditions and the fact that the 2014 Bonds are callable beginning July 1, 2024 and any date after that, there is an opportunity to “refinance” the 2014 Bonds through the issuance of the 2024 Bonds. The refunding will generate significant savings to the Water Enterprise Fund. The proposed 2024 Bonds are a refunding only for economic savings and the term of the 2024 Bonds will remain the same as the outstanding 2014 Bonds.

Below is a table showing the current estimates for the refunding economics, assuming market interest rates and yields as of August 7, 2024:

Amount Outstanding $30,325,000
2014 Bonds Interest Rates 5.00%
Estimated Principal Amount $27,170,000
Estimated Cost of Issuance* $427,590
Total Savings $3,713,538
Net Present Value Savings (“NPV”) $3,098,857
NPV Savings Percentage 10.21%
Average Annual Savings (FYs 2025 to 2038) $265,256
Final Maturity (No Extension of Term) July 1, 2038
True Interest Cost 2.926%
All-In True Interest Cost 3.055%
Below is a schedule showing the annual savings on the proposed 2024 Bonds used to refund the outstanding 2014 Bonds: *Includes estimated fees and expenses of the Underwriter, Bond and Disclosure Counsel, the Municipal Advisor, rating agency and rounding / miscellaneous. Assumes “AA” S&P Global underlying rating.

CITY COUNCIL/BIFA AGENDA ITEM NO. H.1
09/10/2024
On July 16th, staff met with the FY 2023/24 – 2025/26 Budget Review Committee to discuss this potential refunding opportunity. The Committee recommended that staff bring this item to the full Council/BIFA Board for consideration.

On August 13th, staff presented the refunding to the City Council and the BIFA Board.

The joint action provided direction to prepare all necessary documents for the meeting of September 10th and appointed the team of RBC Capital Markets, LLC, as Underwriter; Orrick Herrington & Sutcliffe LLP as both Bond Counsel and Disclosure Counsel; and Del Rio Advisors, LLC, as Municipal Advisor. U.S. Bank Trust Company, National Association will serve as both Trustee and Escrow Agent.

Should the City Council and the BIFA Board approve the refunding tonight, the Financing Team expects to follow the remaining schedule as shown on the next page:

CITY COUNCIL/BIFA AGENDA ITEM NO. H.1
09/10/2024
Date Task
September 10 City Council / BIFA Meeting (Approve Financing and Related Documents)
Week of September 16 • Due Diligence Call
• Post Preliminary Official Statement (POS)
October 2 Bond Pricing
Week of October 7 • FOS Printed
• Documents Executed
October 16 Closing and Transfer of Funds
Good Faith Estimates
RBC Capital Markets, LLC, as Underwriter of the 2024 Bonds, provided the following information, for consideration before the action on the Resolutions approving the proposed 2024 Bonds:

1. True Interest Cost of the Bonds: Assuming an aggregate principal amount of the 2024 Bonds in the amount of $27,170,000 is sold to effectuate the financing with annual debt service savings, and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the true interest cost of the Bonds (which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds) is 2.92%.

2. Finance Charge of the Bonds: Assuming such a principal amount of the proposed 2024 Bonds is sold, and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the Finance Charge of the Bonds (which means the sum of all fees and charges paid to third parties or costs associated with the issuance of the 2024 Bonds), is $427,590.21 consisting of an estimated fixed costs of issuance of $250,985.21 and an estimated underwriter’s discount of $176,605.00.

3. Amount of Proceeds to be received: Assuming such aggregate principal amount of the proposed 2024 Bonds required to effectuate the financing is sold, and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the amount of proceeds expected to be received by the issuer for sale of the 2024 Bonds less the Finance Charge of the Bonds described in 2 above and any reserves or capitalized interest paid or funded with proceeds of the 2024 Bonds, is $30,622,195.24.

CITY COUNCIL/BIFA AGENDA ITEM NO. H.1
09/10/2024

4. Total Payment Amount: Assuming such aggregate principal amount of the proposed 2024 Bonds $27,170,000 are sold, and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the total payment amount (which means the sum total of all payments the issuer will make to pay debt service on the 2024 Bonds plus the Finance Charge of the 2024 Bonds described in paragraph 2 above not paid with the proceeds of the 2024 Bonds, calculated to the final maturity of the 2024 Bonds) is $37,503,912.50.

Note that the information above is only a good faith estimate. 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 the sale of the 2024 Bonds, the amount of 2024 Bonds sold, the amortization of the 2024 Bonds sold and market interest rates at the time of sale. The date or dates of sale and the amount of 2024 Bonds sold will be determined by BIFA and the City based on need for funds and other factors. The actual interest rates at which the 2024 Bonds will be sold will depend on the bond market at the time of sale. The actual amortization of the 2024 Bonds will also depend, in part, on market interest rates at the time of each sale. Market interest rates are affected by economic and other factors beyond the issuer’s control.

CITY COUNCIL STRATEGIC INITIATIVE
Not Applicable

PREVIOUS ACTION
Previous Action by the City Council is included on Attachment 1.

DATE OF NOTICE
Not Applicable

ENVIRONMENTAL DETERMINATION
This item does not require any CEQA evaluation since it is simply a proposed refunding of existing bonds for economic savings, and it can thus be seen with certainty that there is no possibility that it may have a significant effect on the environment. Thus, per 14 CCR § 15061(b)(3), this action is exempt from further CEQA review.

CITY COUNCIL/BIFA AGENDA ITEM NO. H.1
09/10/2024

ALTERNATIVE OPTION(S)
The City Council/BIFA Board could choose not to move forward on the refunding at this time.

ATTACHMENT(S)

1. Previous Action

2. BIFA Resolution

3. City Council Resolution

4. Third Supplemental Trust Agreement

5. Third Supplemental Installment Sale Agreement

6. Bond Purchase Contract

7. Preliminary Official Statement (POS)
7a. Appendix A to the POS–Info Relating to the Water System 7b. Appendix C to the POS–Continuing Disclosure Certificate 7c. Appendix D to the POS–Info Relating to the City

ATTACHMENT “1”
Previous actions related to this agenda item that were taken by the City Council are listed below. To view prior actions and materials, and Brentwood Municipal Code references in the staff report, as applicable:
 Visit www.brentwoodca.gov/meetings, and select the meeting date(s) desired to see the reference materials and videos.
 Visit www.brentwoodca.gov/municipalcode to research references to the Brentwood Municipal Code and search by the code section(s) cited.

On November 26, 1996, the City Council approved Resolution No. 96-206, authorizing and approving the issuance of Water and Sewer Revenue Bonds, 1996 Series A, in an amount of $12,195,000 of which $9,701,123 was for water and $2,493,877 was for sewer.

On November 26, 1996, the Brentwood Infrastructure Financing Authority (“the Authority”) approved BIFA Resolution No. 96-4 authorizing and approving the issuance of Water and Sewer Revenue Bonds, 1996 Series A, in an amount of $12,195,000 of which $9,701,123 was for water and $2,493,877 was for sewer.

On August 24, 2004, by Resolution No. 2004-206, the City Council authorized the City Manager to execute an agreement with the Contra Costa Water District (“CCWD”) pertaining to long-term treated water services as a part of the Surface Water Treatment Facility - Phase II, CIP Project No. 562-56290.

On September 11, 2007, the City Council approved Resolution No. 2007-209, approving and authorizing the City Manager to execute a second amendatory agreement with the CCWD pertaining to long-term treated water services as a part of the Surface Water Treatment Facility Project.

On September 9, 2008, the City Council approved Resolution No. 2008-236, authorizing the execution of a Master Installment Sale Agreement, a First Supplemental Installment Sale Agreement with the Authority and a Bond Purchase Contract with said Authority and RBC Capital Markets Corporation in connection with the refunding of a portion of the Authority’s outstanding Water and Sewer Revenue Bonds, 1996 Series A, and the financing and refinancing of the City’s 2008 Water Project.

On September 9, 2008, the Authority approved Resolution BIFA-17, authorizing the issuance of Brentwood Infrastructure Financing Authority Water Revenue Bonds, Series 2008, and the execution and delivery of a Master Trust Agreement, a First Supplemental Trust Agreement, a Master Installment Sale Agreement, a First Supplemental Installment Sale Agreement, a Bond Purchase Contract, and an Official Statement in connection therewith and approving a preliminary official statement therefore and delegating to the Secretary of the Authority the power to authorize the sale of said bonds and to take certain related actions in connection therewith.

On November 25, 2014, the City Council approved Resolution 2014-174, 1) authorizing execution of a second supplemental installment sale agreement and a bond purchase contract in connection with the issuance of Brentwood Infrastructure Financing Authority Water Revenue Refunding Bonds, Series 2014 and authorizing certain related actions in connection therewith, and 2) appointing RBC Capital Markets, LLC as underwriter, Orrick, Herrington & Sutcliffe LLP as the bond and disclosure counsel, and Del Rio Advisors, LLC as the municipal advisor.

On November 25, 2014, the Authority approved Resolution BIFA-25, 1) authorizing the issuance of Brentwood Infrastructure Financing Authority Water Revenue Refunding Bonds, Series, 2014 and the execution and delivery of a second supplemental trust agreement, a second supplemental installment sale agreement, a bond purchase contract and an official statement in connection therewith and authorizing certain related actions in connection therewith, and 2) appointing RBC Capital Markets, LLC as underwriter, Orrick, Herrington & Sutcliffe LLP as the bond and disclosure counsel, and Del Rio Advisors, LLC as the municipal advisor.

On August 13, 2024, the City Council approved Resolution 2024-83, 1) that directed the commencement of preparations to refund the BIFA Water Revenue Refunding Bonds, Series 2014, (“Prior Bonds”); 2) appointed the firm of Del Rio Advisors, LLC, as municipal advisor in connection with the refunding of the Prior Bonds; 3) appointed the firm of RBC Capital Markets, LLC, as underwriter in connection with the refunding of the Prior Bonds; 3) appointed the firm of Orrick, Herrington & Sutcliffe as bond counsel and disclosure counsel in connection with the refunding of the Prior Bonds.

On August 13, 2024, the Authority approved Resolution BIFA-51, 1) that directed the commencement of preparations to refund the BIFA Water Revenue Refunding Bonds, Series 2014, (“Prior Bonds”); 2) appointed the firm of Del Rio Advisors, LLC, as municipal advisor in connection with the refunding of the Prior Bonds; 3) appointed the firm of RBC Capital Markets, LLC, as underwriter in connection with the refunding of the Prior Bonds; 3) appointed the firm of Orrick, Herrington & Sutcliffe as bond counsel and disclosure counsel in connection with the refunding of the Prior Bonds.

4124-0736-6994.3
RESOLUTION NO. BIFA - ______

A RESOLUTION OF THE GOVERNING BOARD OF THE BRENTWOOD

INFRASTRUCTURE FINANCING AUTHORITY AUTHORIZING THE

ISSUANCE OF BRENTWOOD INFRASTRUCTURE FINANCING
AUTHORITY WATER REVENUE REFUNDING BONDS, SERIES 2024

AND THE EXECUTION AND DELIVERY OF A THIRD

SUPPLEMENTAL TRUST AGREEMENT, A THIRD SUPPLEMENTAL

INSTALLMENT SALE AGREEMENT, A BOND PURCHASE CONTRACT

AND AN OFFICIAL STATEMENT IN CONNECTION THEREWITH

AND AUTHORIZING CERTAIN RELATED ACTIONS IN

CONNECTION THEREWITH
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) and the Joint Exercise of Powers Agreement, dated as of March 14, 1995, by and between the City of Brentwood (the “City”) and the Redevelopment Agency of the City of Brentwood, creating the Brentwood Infrastructure Financing Authority (the “Authority”), the Authority is authorized to issue bonds for the purposes of, among other things, refunding bonds previously issued by the Authority under the Act; and WHEREAS, the Authority previously issued its Water Revenue Bonds, Series 2008 (the “2008 Bonds”), pursuant to the Act and a Master Trust Agreement, dated as of October 1, 2008 (the “Master Trust Agreement”), as supplemented by a First Supplemental Trust Agreement, dated as of October 1, 2008 (the “First Supplemental Trust Agreement”), each between the Authority and U.S. Bank Trust Company, National Association, successor in interest to U.S. Bank National Association, as trustee (the “Trustee”) for the purpose of financing and refinancing certain improvements to the water system of the City; and
WHEREAS, the Authority previously issued its Water Revenue Refunding Bonds, Series 2014 (the “2014 Bonds”), pursuant to the Act and the Master Trust Agreement, as supplemented by a Second Supplemental Trust Agreement, dated as of December 1, 2014 (the “Second Supplemental Trust Agreement” and, together with the Master Trust Agreement and the First Supplemental Trust Agreement, the “Trust Agreement”), between the Authority and the Trustee for the purpose of refunding a portion of the then-outstanding 2008 Bonds, and paying certain costs of issuance of the 2014 Bonds; and
WHEREAS, the City has determined that it would be in the best interest of the City to refund all or a portion of the outstanding 2014 Bonds (such 2014 Bonds to be refunded referred to herein as the “Refunded Bonds”) and the related installment payments scheduled to be paid by the City; and
WHEREAS, the Authority has determined to issue its Water Revenue Refunding Bonds, Series 2024 (the “Bonds”), pursuant to the Trust Agreement, as supplemented by a Third Supplemental Trust Agreement (the “Third Supplemental Trust Agreement”), between the Authority and the Trustee to refund the Refunded Bonds and pay certain costs of issuance of the Bonds; and

4124-0736-6994.3
WHEREAS, the City and the Authority have previously entered into a Master Installment Sale Agreement, dated as of November 1, 2008 (the “Master Installment Sale Agreement”), as supplemented by a First Supplemental Installment Sale Agreement, dated as of November 1, 2008 (the “First Supplemental Installment Sale Agreement”), and as further supplemented by a Second Supplemental Installment Sale Agreement, dated as of December 1, 2014 (the “Second Supplemental Agreement” and, together with the Master Installment Sale Agreement and the First Supplemental Installment Sale Agreement, the “Installment Sale Agreement”); and
WHEREAS, in order to accomplish the refunding of the Refunded Bonds, the City and the Authority have determined to enter into a Third Supplemental Installment Sale Agreement (the “Third Supplemental Installment Sale Agreement”), supplemental to the Installment Sale Agreement, under which the City will make installment payments to the Authority for the refunding of the Refunded Bonds; and
WHEREAS, the Authority and the City have caused to be prepared a Preliminary Official Statement describing the Bonds (the “Preliminary Official Statement”); and
WHEREAS, the Authority has been presented with a form of Bond Purchase Contract (the “Bond Purchase Contract”), among the Authority, the City and RBC Capital Markets, LLC, as underwriter (the “Underwriter”), pursuant to which the Underwriter offers to purchase the Bonds.

NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Brentwood Infrastructure Financing Authority, as follows:

Section 1. The issuance of not to exceed $35,000,000 aggregate principal amount of the Authority’s Water Revenue Refunding Bonds, Series 2024 is hereby approved. The Treasurer/Controller of the Authority (the “Treasurer/Controller”) is hereby authorized and directed to execute and deliver, and the Secretary of the Authority is hereby authorized and directed to attest, the Bonds, in either case by manual or facsimile signature.

Section 2. The Third Supplemental Trust Agreement and the Third Supplemental Installment Sale Agreement, in substantially the forms on file with the Secretary and presented to this meeting, are hereby approved. The Chair of the Authority, the Vice-Chair of the Authority and the Treasurer/Controller or the designee of any of them (each an “Authorized Officer”), each acting alone, are hereby authorized and directed to execute and deliver, and the Secretary of the Authority or the designee thereof (the “Secretary”) is hereby authorized to attest, the Third Supplemental Trust Agreement and the Third Supplemental Installment Sale Agreement in substantially said forms, with such changes as the Authorized Officer executing the same approves in the interest of the Authority after consultation with the Authority’s counsel, such approval to be conclusively evidenced by such execution and delivery.

4124-0736-6994.3
Section 3. The Preliminary Official Statement, in substantially the form on file with the Secretary and presented to this meeting, is hereby approved. Any Authorized Officer is hereby authorized and directed to deliver to the Underwriter a certificate deeming the Preliminary Official Statement, in substantially said form, with such changes as the Authorized Officer executing the same approves in the interest of the Authority, final within the meaning of Securities Exchange Commission Rule 15c2-12. The Underwriter is hereby authorized to distribute the Preliminary Official Statement in the form so deemed final. Any Authorized Officer is hereby authorized and directed to execute and deliver a final Official Statement, in substantially the form as such deemed final Preliminary Official Statement, as provided in the Bond Purchase Contract.

Section 4. The Bond Purchase Contract, in substantially the form on file with the Secretary and presented to this meeting, is hereby approved. Any Authorized Officer is hereby authorized and directed to execute and deliver the Bond Purchase Contract in substantially said form, with such changes as the Authorized Officer executing the same approves in the interest of the Authority, such approval to be conclusively evidenced by such execution and delivery; provided, however, that the Bond Purchase Contract shall not provide for a true interest cost with respect to the Bonds in excess of 3.75%, an underwriter’s discount in excess of 0.75% of the total principal amount of the Bonds sold or a maximum maturity of the Bonds beyond 2038.

Section 5. Each Authorized Officer and all other officers, agents and employees of the Authority are hereby authorized and directed to take any and all actions and to execute and deliver any and all documents, certificates and opinions necessary to facilitate the issuance, sale and delivery of the Bonds, including, but not limited to, a tax certificate, an escrow agreement, a continuing disclosure undertaking and any other documents which they may deem necessary or advisable in order to obtain bond insurance for the Bonds or any portion of the Bonds and to carry out the purposes of this resolution.

Section 6. The Governing Board of the Authority hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

Section 7. This resolution shall take effect immediately upon its passage. * * *

4124-0736-6994.3
PASSED, APPROVED, AND ADOPTED this 10th day of September, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:
____________________________________
Joel Bryant, Chair of the Brentwood
Infrastructure Financing Authority
ATTEST:
______________________________________
Amanda McVey, Interim Secretary of the Brentwood
Infrastructure Financing Authority

4124-0736-6994.3

SECRETARY'S CERTIFICATE
I, Amanda McVey, Interim Secretary of the Brentwood Infrastructure Financing Authority, do hereby certify as follows:

The foregoing resolution is a full, true and correct copy of a resolution duly adopted by a vote of a majority of the members of the Governing Board of said Authority at a regular meeting of the Governing Board of said Authority duly and legally held on the 10th day of September, 2024, of which meeting all of such members had due notice, as follows:

AYES:

NOES:

ABSENT:

An agenda of said meeting was posted at least 72 hours before said meeting at 150 City Park Way, Brentwood, California, a location freely accessible to members of the public, and posted online in accordance with all applicable laws, and a brief description of said resolution appears on said agenda.

I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes.

Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect.

Dated: ____________, 2024.
____________________________________
Secretary of the Brentwood Infrastructure
Financing Authority

4132-3697-1345.3
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BRENTWOOD AUTHORIZING EXECUTION OF A THIRD

SUPPLEMENTAL INSTALLMENT SALE AGREEMENT AND A BOND

PURCHASE CONTRACT IN CONNECTION WITH THE ISSUANCE OF

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY WATER
REVENUE REFUNDING BONDS, SERIES 2024 AND AUTHORIZING

CERTAIN RELATED ACTIONS IN CONNECTION THEREWITH
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) and the Joint Exercise of Powers Agreement, dated as of March 14, 1995, by and between the City of Brentwood (the “City”) and the Redevelopment Agency of the City of Brentwood, creating the Brentwood Infrastructure Financing Authority (the “Authority”), the Authority is authorized to issue bonds for the purposes of, among other things, refunding bonds previously issued by the Authority under the Act; and WHEREAS, the Authority previously issued its Water Revenue Bonds, Series 2008 (the “2008 Bonds”), pursuant to the Act and a Master Trust Agreement, dated as of October 1, 2008 (the “Master Trust Agreement”), as supplemented by a First Supplemental Trust Agreement, dated as of October 1, 2008 (the “First Supplemental Trust Agreement”), each between the Authority and U.S. Bank Trust Company, National Association, successor in interest to U.S. Bank National Association, as trustee (the “Trustee”) for the purpose of financing and refinancing certain improvements to the water system of the City; and WHEREAS, the Authority previously issued its Water Revenue Refunding Bonds, Series 2014 (the “2014 Bonds”), pursuant to the Act and the Master Trust Agreement, as supplemented by a Second Supplemental Trust Agreement, dated as of December 1, 2014 (the “Second Supplemental Trust Agreement” and, together with the Master Trust Agreement and the First Supplemental Trust Agreement, the “Trust Agreement”), between the Authority and the Trustee for the purpose of refunding a portion of the then-outstanding 2008 Bonds, and paying certain costs of issuance of the 2014 Bonds; and
WHEREAS, the City has determined that it would be in the best interest of the City to refund all or a portion of the outstanding 2014 Bonds (such 2014 Bonds to be refunded referred to herein as the “Refunded Bonds”) and the related installment payments scheduled to be paid by the City; and WHEREAS, the Authority has determined to issue its Water Revenue Refunding Bonds, Series 2024 (the “Bonds”), pursuant to the Trust Agreement, as supplemented by a Third Supplemental Trust Agreement (the “Third Supplemental Trust Agreement”), between the Authority and the Trustee to refund the Refunded Bonds and pay certain costs of issuance of the Bonds; and WHEREAS, the City and the Authority have previously entered into a Master Installment Sale Agreement, dated as of November 1, 2008 (the “Master

2 4132-3697-1345.3
Installment Sale Agreement”), as supplemented by a First Supplemental Installment Sale Agreement, dated as of November 1, 2008 (the “First Supplemental Installment Sale Agreement”), and as further supplemented by a Second Supplemental Installment Sale Agreement, dated as of December 1, 2014 (the “Second Supplemental Agreement” and, together with the Master Installment Sale Agreement and the First Supplemental Installment Sale Agreement, the “Installment Sale Agreement”); and
WHEREAS, in order to accomplish the refunding of the Refunded Bonds, the City and the Authority have determined to enter into a Third Supplemental Installment Sale Agreement (the “Third Supplemental Installment Sale Agreement”), supplemental to the Installment Sale Agreement, under which the City will make installment payments to the Authority for the refunding of the Refunded Bonds; and
WHEREAS, the Authority and the City have caused to be prepared a Preliminary Official Statement describing the Bonds (the “Preliminary Official Statement”); and
WHEREAS, the City has been presented with a form of Bond Purchase Contract (the “Bond Purchase Contract”), among the Authority, the City and RBC Capital Markets, LLC, as underwriter (the “Underwriter”), pursuant to which the Underwriter offers to purchase the Bonds.

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

Section 1. The Third Supplemental Installment Sale Agreement, in substantially the form on file with the City Clerk and presented to this meeting, is hereby approved. The Mayor, the Vice Mayor, the City Manager and the Director of Finance and Information Systems or the designee of any of them (each an “Authorized Officer”), each acting alone, are hereby authorized and directed to execute and deliver, and the Clerk or the designee thereof is hereby authorized to attest, the Third Supplemental Installment Sale Agreement in substantially said form with such changes as the Authorized Officer executing the same approves in the interest of the City, after consultation with the City Attorney, such approval to be conclusively evidenced by such execution and delivery; provided, however, that the maximum aggregate principal amount of the installment payments to be paid under the Third Supplemental Installment Sale Agreement shall not exceed $35,000,000 and the term of the Third Supplemental Installment Sale Agreement shall not extend beyond 2038.

Section 2. The Preliminary Official Statement, in substantially the form on file with the Clerk and presented to this meeting, is hereby approved. Any Authorized Officer is hereby authorized and directed to deliver to the Underwriter a certificate deeming the Preliminary Official Statement, in substantially said form, with such changes as the Authorized Officer executing the same approves in the interest of the City, final within the meaning of Securities Exchange Commission Rule 15c2-12. The Underwriter is hereby authorized to distribute the Preliminary

3 4132-3697-1345.3
Official Statement in the form so deemed final. Any Authorized Officer is hereby authorized and directed to execute and deliver a final Official Statement, in substantially the form as such deemed final Preliminary Official Statement, as provided in the Bond Purchase Contract.

Section 3. The Bond Purchase Contract, in substantially the form on file with the Clerk and presented to this meeting, is hereby approved. Any Authorized Officer is hereby authorized and directed to execute and deliver the Bond Purchase Contract in substantially said form, with such changes as the Authorized Officer executing the same approves in the interest of the City, after consultation with the City Attorney, such approval to be conclusively evidenced by such execution and delivery; provided, however, that the Bond Purchase Contract shall not provide for a true interest cost with respect to the Bonds in excess of 3.75%, an underwriter’s discount in excess of 0.75% of the total principal amount of the Bonds sold or a maximum maturity of the Bonds beyond 2038.

Section 4. Each Authorized Officer and all other officers, agents and employees of the City are hereby authorized and directed to take any and all actions and to execute and deliver any and all documents, certificates and opinions necessary to facilitate the issuance, sale and delivery of the Bonds, including, but not limited to, a tax certificate, an escrow agreement, a continuing disclosure undertaking and any other documents which they may deem necessary or advisable in order to obtain bond insurance for the Bonds or any portion of the Bonds and to carry out the purposes of this resolution.

Section 5. The City Council hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

Section 6. This resolution shall take effect immediately upon its passage. * * *

4 4132-3697-1345.3
PASSED, APPROVED, AND ADOPTED this 10th day of September, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:
___________________________________
Joel Bryant, Mayor
(SEAL)
ATTEST:
______________________________
Amanda McVey, Interim City Clerk

4132-3697-1345.3
CLERK’S CERTIFICATE
I, Amanda McVey, Interim City Clerk of the City of Brentwood, do hereby certify as follows:

The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a regular meeting of the City Council of said City duly held at the regular meeting place thereof on the 10th day of September, 2024, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

An agenda of said meeting was posted at least 72 hours before said meeting at City Hall, 150 City Park Way, Brentwood, California, a location freely accessible to members of the public, and posted online in accordance with all applicable laws, and a brief description of said resolution appeared on said agenda.

I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes.

Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect.

Dated: _______________, 2024
___________________________________
Interim City Clerk of
the City of Brentwood
[SEAL]

OH&S DRAFT: 08/22/2024
4147-9019-0418.3

THIRD SUPPLEMENTAL

TRUST AGREEMENT
by and between the

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of October 1, 2024
(Supplemental to the Master Trust Agreement dated as of November 1, 2008)

THIRD SUPPLEMENTAL

TRUST AGREEMENT
Table of Contents
Page
- i -
4147-9019-0418.3

ARTICLE XIII
THE SERIES 2024 BONDS
SECTION 14.01. Definitions.................................................................................................. 3 SECTION 14.02. Authorization; Terms of the Series 2024 Bonds........................................ 4 SECTION 14.03. Optional Redemption of Series 2024 Bonds.............................................. 5 SECTION 14.04. Selection of Series 2024 Bonds for Redemption ....................................... 6 SECTION 14.05. Notice of Redemption of Series 2024 Bonds............................................. 6 SECTION 14.06. Partial Redemption of Series 2024 Bonds................................................. 6 SECTION 14.07. Effect of Redemption of Series 2024 Bonds.............................................. 6 SECTION 14.08. Form of Series 2024 Bonds........................................................................ 6 SECTION 14.09. Issuance of Series 2024 Bonds .................................................................. 7 SECTION 14.10. Application of Proceeds of Series 2024 Bonds.......................................... 7 SECTION 14.11. Establishment and Application of Series 2024 Costs of Issuance Account...................................................................................................... 7 SECTION 14.12. Use of Depository ...................................................................................... 8 SECTION 14.13. Terms of Series 2024 Bonds Subject to the Trust Agreement................... 9 SECTION 14.14. Effective Date of Third Supplement.......................................................... 9 SECTION 14.15. Execution in Counterparts.......................................................................... 9 EXHIBIT A FORM OF SERIES 2024 BOND ..........................................................A-1

2 4147-9019-0418.3
Third Supplemental Trust Agreement
(Supplemental to the Trust Agreement
dated as of November 1, 2008)
Authorizing the Issuance of
$[Par Amount] Aggregate Principal Amount of
Brentwood Infrastructure Financing Authority
Water Revenue Refunding Bonds,
Series 2024
This THIRD SUPPLEMENTAL TRUST AGREEMENT, dated as of October 1, 2024 (this “Third Supplement”), by and between the BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and existing pursuant to the laws of the State of California (the “Authority”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, successor in interest to U.S. Bank National Association, as trustee (the “Trustee”),
W I T N E S S E T H :

WHEREAS, the Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California;
WHEREAS, Bonds may be issued by the Authority pursuant to the provisions of the Master Trust Agreement, dated as of October 1, 2008 (the “Master Trust Agreement”), between the Authority and the Trustee and Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, and the acts amendatory thereof and supplemental thereto (the “Act”), for the purposes set forth in the Act, including the refunding of bonds previously issued by the Authority;
WHEREAS, in accordance with the Master Trust Agreement, as supplemented by a First Supplemental Trust Agreement, dated as of October 1, 2008 (the “First Supplemental Trust Agreement”), each between the Authority and the Trustee, the Authority previously issued its Water Revenue Bonds, Series 2008 (the “2008 Bonds”) in an original aggregate principal amount of $53,200,000 in part to provide funds to finance and refinance certain improvements to the Water System (as defined in the Master Trust Agreement); and
WHEREAS, in accordance with the Master Trust Agreement, as supplemented by a Second Supplemental Trust Agreement, dated as of December 1, 2014 (the “Second Supplemental Trust Agreement”), between the Authority and the Trustee, the Authority previously issued its Water Revenue Refunding Bonds, Series 2014 (the “2014 Bonds”) in an original aggregate principal amount of $42,810,000 to refund a portion of the then-outstanding 2008 Bonds, and pay certain costs of issuance of the 2014 Bonds; and

3 4147-9019-0418.3
WHEREAS, the Authority has determined that it is desirable and necessary and in the best interest of the Authority and the City to refund all of the outstanding 2014 Bonds in the principal amount of $30,325,000 (such 2014 Bonds to be refunded are referred to herein as the “Refunded Bonds”); and
WHEREAS, the Master Trust Agreement provides that the Authority may issue Bonds from time to time as authorized by a supplemental trust agreement; and WHEREAS, this Third Supplement is supplemental to the Master Trust Agreement; and WHEREAS, the Authority has determined that it is necessary and required that the Authority enter into this Third Supplement in order to establish and declare, in conjunction with the Master Trust Agreement, the terms and conditions upon which Brentwood Infrastructure Financing Authority Water Revenue Refunding Bonds, Series 2024 (the “Series 2024 Bonds”) shall be issued and secured and to secure the payment of the principal thereof and premium (if any) and interest thereon; and
WHEREAS, the Authority has determined that all acts and proceedings required by law, the Master Trust Agreement and this Third Supplement necessary to make the Series 2024 Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid and binding obligations of the Authority payable in accordance with their terms, and to constitute the Master Trust Agreement, as supplemented, a valid and binding agreement of the parties hereto for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Third Supplement has been in all respects duly authorized;
NOW, THEREFORE, the parties hereto agree and covenant, as follows:

ARTICLE XIV
THE SERIES 2024 BONDS
SECTION 14.01. Definitions. The terms defined in this Section shall, for all purposes of this Third Supplement and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Terms defined in the Master Trust Agreement, dated November 1, 2008, between the Authority and the Trustee and not otherwise defined herein shall have the meanings specified therein.
“Escrow Agreement” means the Escrow Agreement, dated as of October 1, 2024, between the Authority and U.S. Bank Trust Company, National Association, as escrow agent, relating to the Refunded Bonds.
“Refunded Bonds” has the meaning given to such term in the recitals to this Third Supplement.

4 4147-9019-0418.3
“Third Supplement” means this Third Supplemental Trust Agreement, dated as of October 1, 2024, between the Authority and the Trustee.
“Series 2024 Bonds” means the Brentwood Infrastructure Financing Authority Water Revenue Refunding Bonds, Series 2024, as described in Section 14.02(A) hereof. “Series 2024 Costs of Issuance Account” means the fund by that name established pursuant to Section 14.11 hereof.

SECTION 14.02. Authorization; Terms of the Series 2024 Bonds. (A) A third Series of Bonds to be issued under the Trust Agreement is hereby created.

Such Series shall be known as the “Brentwood Infrastructure Financing Authority Water Revenue Refunding Bonds, Series 2024” (herein referred to as the “Series 2024 Bonds”). The Series 2024 Bonds shall be issued in the aggregate principal amount of $[Par Amount] in accordance with the Trust Agreement for the purposes of (i) refunding the Refunded Bonds, and (ii) paying the costs of, or incidental to, the issuance and delivery of the Series 2024 Bonds. (B) The Series 2024 Bonds shall be issued in fully registered form and shall be initially registered in the name of “Cede & Co.”, as nominee of The Depository Trust Company. The Series 2024 Bonds shall be evidenced by one Series 2024 Bond maturing on each of the maturity dates as set forth in subsection 14.02(C) in a denomination corresponding to the total principal amount of the Series 2024 Bonds of such maturity. Each Series 2024 Bond may be assigned by the Trustee a distinctive number or letter and number, and a record of the same shall be maintained by the Trustee. Registered ownership of the Series 2024 Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 14.12.
(C) The Series 2024 Bonds shall be dated the date of delivery, shall be issued in denominations of $5,000 or any integral multiple thereof, and shall bear interest from the date thereof at the following rates per annum and shall mature on July 1 in the following years in the following amounts:

5 4147-9019-0418.3
Maturity Date
(July 1)
Principal
Amount
Interest
Rate
$ %
*
_________________
* Term Bond
The Series 2024 Bonds are designated as Serial Bonds.

Interest on the Series 2024 Bonds shall be payable commencing on January 1, 2025 and semiannually thereafter on January 1 and July 1 of each year in lawful money of the United States of America by check mailed by first-class mail on each interest payment date to the Holder thereof as of the close of business on the fifteenth (15th) day of the calendar month immediately preceding such interest payment date; provided, that upon the written request of a Holder of one million dollars ($1,000,000) or more in aggregate principal amount of Series 2024 Bonds received by the Trustee prior to the applicable Record Date (which such request shall remain in effect until rescinded in writing by such Holder), interest shall be paid by wire transfer in immediately available funds. Interest on the Series 2024 Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. The principal of and premium, if any, on the Series 2024 Bonds are payable when due upon presentation thereof at the Corporate Trust Office of the Trustee, in lawful money of the United States of America.

So long as the Series 2024 Bonds are maintained in book-entry form, payments of principal, premium, if any, and interest shall be made by the Trustee to the Securities Depository by wire transfer.

The Trustee shall provide to Holders of Series 2024 Bonds CUSIP number identification, with appropriate dollar amounts for each CUSIP number, on all redemption payments and interest payments, whether by check or by wire transfer.

SECTION 14.03. Optional Redemption of Series 2024 Bonds. The Series 2024 Bonds maturing on and after July 1, 20__ are subject to redemption prior to their respective stated maturities at the direction of the Authority, from any source of available funds, as a whole or in part (in such maturities as are designated by the Authority and by lot within a maturity) on any date on or after July 1, 20__ at a redemption price equal to the principal amount of Series 2024

6 4147-9019-0418.3
Bonds called for redemption, together with accrued interest thereon to the date fixed for redemption, without premium.

SECTION 14.04. Selection of Series 2024 Bonds for Redemption. Whenever provision is made in this Third Supplement for the redemption of less than all of the Series 2024 Bonds of any maturity (and interest rate), the Trustee shall select the Series 2024 Bonds to be redeemed, from all Series 2024 Bonds of the respective maturity (and interest rate) not previously called for redemption, in authorized denominations, by lot in any manner which the Trustee in its sole discretion shall deem appropriate. The Trustee shall promptly notify the Authority and the City in writing of the Series 2024 Bonds so selected for redemption.

SECTION 14.05. Notice of Redemption of Series 2024 Bonds. Notice of redemption of any Series 2024 Bonds shall be mailed by the Trustee, not less than twenty (20) nor more than sixty (60) days prior to the redemption date, (i) to the respective Holders of any Series 2024 Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee by first-class mail, and (ii) to the Securities Depositories by facsimile and by first-class mail. Notice of redemption shall be given in the form and in accordance with the terms of the Trust Agreement.

SECTION 14.06. Partial Redemption of Series 2024 Bonds. Upon surrender of any Series 2024 Bond redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Authority, a new Series 2024 Bond of authorized denominations, and of the same maturity and interest rate, equal in aggregate principal amount to the unredeemed portion of the Series 2024 Bond surrendered.

SECTION 14.07. Effect of Redemption of Series 2024 Bonds. Notice of redemption having been duly given as aforesaid, and moneys for payment of the Redemption Price of, together with interest accrued to the redemption date on, the Series 2024 Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Series 2024 Bonds (or portions thereof) so called for redemption shall become due and payable at the redemption price specified in such notice, together with interest accrued thereon to the date fixed for redemption, interest on the Series 2024 Bonds so called for redemption shall cease to accrue, said Series 2024 Bonds (or portions thereof) shall cease to be entitled to any benefit or security under this Trust Agreement, and the Holders of said Series 2024 Bonds shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest.

All Series 2024 Bonds redeemed pursuant to the provisions of this Article shall be cancelled upon surrender thereof and destroyed.

SECTION 14.08. Form of Series 2024 Bonds. The Series 2024 Bonds and the certificate of authentication and registration to be executed thereon shall be in substantially the form set forth as Exhibit A hereto. The Series 2024 Bond designation letters and numbers, maturity dates, principal amounts, and interest rates shall be inserted therein in conformity with Section 14.02.

SECTION 14.09. Issuance of Series 2024 Bonds. At any time after the execution and delivery of this Third Supplement, the Authority may execute and the Trustee shall authenticate

7 4147-9019-0418.3
and deliver the Series 2024 Bonds in the aggregate principal amount of $[Par Amount] upon the Order of the Authority.

SECTION 14.10. Application of Proceeds of Series 2024 Bonds. The proceeds of the sale of the Series 2024 Bonds in the amount of $[Purchase Price] (computed as $[Par Amount] aggregate principal amount of the Series 2024 Bonds, [plus/less] a [net] original issue [premium/discount] of $[Premium], less underwriter’s discount of $[UW Discount]) shall be received by the Trustee on behalf of the Authority and held in trust and set aside, together with the amount of $[______] on deposit with the Trustee and related to the Refunded Bonds, as follows:
(i) The Trustee shall transfer to U.S. Bank Trust Company, National Association, as escrow agent under the Escrow Agreement, $[Escrow Deposit] and; (ii) The Trustee shall deposit in the Series 2024 Costs of Issuance Account $[COI Deposit].

SECTION 14.11. Establishment and Application of Series 2024 Costs of Issuance Account. The Trustee shall establish, maintain and hold in trust a separate account designated as the “Series 2024 Costs of Issuance Account.” The moneys in the Series 2024 Costs of Issuance Account shall be used and withdrawn by the Trustee to pay the costs of issuance of, or incidental to, the issuance and delivery of the Series 2024 Bonds. Before any payment from the Series 2024 Costs of Issuance Account shall be made, the Authority shall file or cause to be filed with the Trustee a requisition of the Authority signed by an authorized officer designated in writing by the Authority and stating (i) the item number of such payment; (ii) the name of the person to whom each such payment is due, which may be the Authority or the City in the case of reimbursement for costs theretofore paid by the Authority or the City; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the Authority or the City and are presently due and payable and that each item thereof is a proper charge against the Series 2024 Costs of Issuance Account and has not been previously paid from said account.

Upon receipt of each such requisition, the Trustee shall pay the amount set forth in such requisition as directed by the terms thereof out of the Series 2024 Costs of Issuance Account. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment. The Trustee shall not incur any liability for any disbursement from the Series 2024 Costs of Issuance Account made in reliance upon any requisition.

The Trustee shall maintain the Series 2024 Costs of Issuance Account for a period of 180 days following the date of delivery of the Series 2024 Bonds and then shall transfer any balance therein to the Revenue Fund, pursuant to the priority established in Section 5.03 of the Trust Agreement.

SECTION 14.12. Use of Depository. Notwithstanding any provision of the Trust Agreement or this Third Supplement to the contrary:

8 4147-9019-0418.3
(A) The Series 2024 Bonds shall be issued in fully registered form, in authorized denominations and shall be initially registered in the name of “Cede & Co.”, as nominee of The Depository Trust Company (the “Securities Depository”), and shall be evidenced by one Series 2024 Bond maturing on each of the maturity dates as set forth in subsection 14.02(C) in a denomination corresponding to the total principal amount of the Series 2024 Bonds of such maturity. Each Series 2024 Bond shall be assigned by the Trustee a distinctive number or letter or letter and number, and a record of the same shall be maintained by the Trustee.

Registered ownership of the Series 2024 Bonds, or any portions thereof, may not thereafter be transferred except:
(i) To any successor of The Depository Trust Company or its nominee, or to any substitute depository designated pursuant to clause (ii) of this subsection (A) (a “Substitute Depository”); provided that any successor of The Depository Trust Company or Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it;
(ii) To any Substitute Depository not objected to by the Trustee, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Authority that The Depository Trust Company or its successor (or any Substitute Depository or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or Substitute Depository or its successor) from its functions as depository; provided that no Substitute Depository which is not objected to by the Trustee can be obtained, or (2) a determination by the Authority that it is in the best interests of the Authority to remove The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its function as depository. (B) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection 14.12(A), upon receipt of all Outstanding Series 2024 Bonds by the Trustee, together with a Certificate of the Authority to the Trustee, a single new Series 2024 Bond for each maturity shall be executed and delivered, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such Certificate of the Authority. In the case of any transfer pursuant to clause (iii) of subsection 14.12(A) hereof, upon receipt of all Outstanding Series 2024 Bonds by the Trustee together with a Certificate of the Authority to the Trustee, new Series 2024 Bonds shall be executed and delivered in such denominations and registered in the names of such persons as are requested in such a Certificate of the Authority, subject to the limitations of Section 14.02 hereof; provided the Trustee shall not be required to deliver such new Series 2024 Bonds within a period less than 60 days from the date of receipt of such a Certificate of the Authority.
(C) In the case of partial redemption, cancellation or an advance refunding of any Series 2024 Bonds evidencing all or a portion of the principal maturing in a particular year, The

9 4147-9019-0418.3
Depository Trust Company shall make an appropriate notation on the Series 2024 Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. (D) The Authority and the Trustee shall be entitled to treat the person in whose name any Series 2024 Bond is registered as the Holder thereof for all purposes of the Trust Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Authority; and the Authority and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Series 2024 Bonds. Neither the Authority nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or Substitute Depository or its successor), except to the Holder of any Series 2024 Bond.
(E) So long as all Outstanding Series 2024 Bonds are registered in the name of “Cede & Co.” or its registered assign, the Authority and the Trustee shall cooperate with “Cede & Co.,” as sole registered Holder, and its registered assigns in effecting payment of the principal of and redemption premium, if any, and interest on the Series 2024 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due.

SECTION 14.13. Terms of Series 2024 Bonds Subject to the Trust Agreement. Except as in this Third Supplement expressly provided, every term and condition contained in the Trust Agreement shall apply to this Third Supplement and to the Series 2024 Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Third Supplement.

This Third Supplement and all the terms and provisions herein contained shall form part of the Trust Agreement as fully and with the same effect as if all such terms and provisions had been set forth in the Trust Agreement. The Trust Agreement is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby.

SECTION 14.14. Effective Date of Third Supplement. This Third Supplement shall take effect upon its execution and delivery.

SECTION 14.15. Execution in Counterparts; Electronic Signatures. This Third Supplement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. Each of the parties hereto agrees that the transaction consisting of this Third Supplement may be conducted by electronic means.

Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Third Supplement using an electronic signature, it is signing, adopting, and accepting this Third Supplement and that signing this Third Supplement using an electronic signature is the legal equivalent of having placed its handwritten signature on this Third Supplement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Third Supplement in a usable format.

10 4147-9019-0418.3
IN WITNESS WHEREOF, the parties hereto have executed this Third Supplement by their officers thereunto duly authorized as of the day and year first written above.

BRENTWOOD INFRASTRUCTURE

FINANCING AUTHORITY
By:

Treasurer/Controller
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Officer

A-1
4147-9019-0418.3

EXHIBIT A
(FORM OF SERIES 2024 BOND)

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY

WATER REVENUE REFUNDING BOND
SERIES 2024
No. R-_____ $__________

NEITHER THE FULL FAITH AND CREDIT OF THE AUTHORITY NOR THE CITY OF

BRENTWOOD IS PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR PRINCIPAL

OF THE BONDS AND NO TAX OR OTHER SOURCE OF FUNDS OTHER THAN THE

REVENUES HEREINAFTER REFERRED TO IS PLEDGED TO PAY THE INTEREST ON OR PRINCIPAL OF THE BONDS. NEITHER THE PAYMENT OF THE PRINCIPAL OF NOR

INTEREST ON THE BONDS CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF BRENTWOOD.

Interest Rate Maturity Date
Original
Issue Date CUSIP
[Closing Date]
REGISTERED OWNER: CEDE & CO.

PRINCIPAL SUM: ____________________
The BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY, a joint exercise of powers authority, duly organized and validly existing under and pursuant to the laws of the State of California (the “Authority”), for value received hereby, promises to pay (but only out of the Revenues hereinafter referred to) to the registered owner identified above or registered assigns, on the maturity date specified above (subject to any right of prior redemption hereinafter provided for) the principal sum specified above, together with interest on such principal sum from the interest payment date next preceding the date of registration of this Bond (unless this Bond is registered as of an interest payment date, in which event it shall bear interest from that date, or unless this Bond is registered prior to January 1, 2025, in which event it shall bear interest from the original issue date specified above) until the principal hereof shall have been paid at the interest rate per annum specified above, payable on January 1, 2025, and semiannually thereafter on each January 1 and July 1. Interest due on or before the maturity or prior redemption of this Bond shall be payable only by check mailed to the registered owner hereof. The principal hereof is payable in lawful money of the United States of America at the corporate trust office of U.S. Bank Trust Company, National Association in St. Paul, Minnesota.

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This Bond is one of a duly authorized issue of bonds of the Authority designated as its “Water Revenue Refunding Bonds, Series 2024” (the “Bonds”) in aggregate principal amount of [_______________] Dollars ($[Par Amount]), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities and interest rates), and is issued under and pursuant to the provisions of the Joint Exercise of Powers Act (being Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended) and all laws amendatory thereof or supplemental thereto (the “Act”) and under and pursuant to the provisions of a Master Trust Agreement, dated as of November 1, 2008, between the Authority and U.S. Bank Trust Company, National Association, successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented, including as supplemented by a Third Supplemental Trust Agreement, dated as of October 1, 2024, (collectively, the “Trust Agreement”) (copies of which are on file at the office of Trustee in San Francisco, California). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement.

The Bonds are issued to provide funds to refund all of the outstanding Brentwood Infrastructure Financing Authority Water Revenue Bonds, Series 2014 and pay the costs of issuance of, or incidental to, the issuance and delivery of the Bonds. The Bonds are limited obligations of the Authority and are payable, as to interest thereon and principal thereof, solely from certain proceeds of the Bonds held in certain funds and accounts pursuant to the Trust Agreement and the revenues (the “Revenues”) derived from the 2024 Payments and other payments made by the City, and all interest or other investment income, pursuant to the Master Installment Sale Agreement, dated as of November 1, 2008, as supplemented, including as supplemented by a Third Supplemental Installment Sale Agreement, dated as of October 1, 2024 (collectively the “Installment Sale Agreement”), by and between the Authority and the City, and the Authority is not obligated to pay interest on and principal of the Bonds except from the Revenues. All Bonds are equally and ratably secured in accordance with the terms and conditions of the Trust Agreement by a pledge of and charge and lien upon the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest on and principal of the Bonds as provided in the Trust Agreement. The general fund of the Authority is not liable, and the full faith and credit of the Authority and the City are not pledged, for the payment of the interest on or principal of the Bonds. No tax shall ever be levied or collected to pay the interest on or principal of the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge or lien upon any property of the Authority or any of its income or receipts except the Revenues, and neither the payment of the interest on nor principal of the Bonds is a debt, liability or general obligation of the Authority. Additional bonds payable from the Revenues may be issued which will rank equally as to security with the Bonds, but only subject to the conditions and upon compliance with the procedures set forth in the Trust Agreement. Reference is hereby made to the Act and to the Trust Agreement and any and all amendments thereof and supplements thereto for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues, the rights of the registered owners of the Bonds, security for payment of the Bonds, remedies upon default and limitations thereon, and amendment of the Trust Agreement (with or without consent of the registered owners of the Bonds); and all the terms of the Trust Agreement are hereby incorporated herein and constitute a contract between the Authority and the registered owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees and consents.

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The Bonds are subject to optional redemption prior to their respective stated maturities as set forth in the Trust Agreement.

Notice of redemption of this Bond shall be given by mail not less than twenty (20) days nor more than sixty (60) days before the redemption date to the registered owner hereof, subject to and in accordance with provisions of the Trust Agreement with respect thereto. If notice of redemption has been duly given as aforesaid and money for the payment of the above-described redemption price is held by the Trustee, then this Bond shall, on the redemption date designated in such notice, become due and payable at the above-described redemption price; and from and after the date so designated, interest on this Bond shall cease to accrue and the registered owner of this Bond shall have no rights with respect hereto except to receive payment of the redemption price hereof.

If an event of default, as defined in the Trust Agreement, shall occur, the principal of all Bonds (and any additional bonds authorized by the Trust Agreement) may be declared due and payable upon the conditions, in the manner and with the effect provided in the Trust Agreement; except that the Trust Agreement provides that in certain events such declaration and its consequences may be rescinded under the circumstances as provided therein.

This Bond is transferable only on a register to be kept for that purpose at the abovementioned office of the Trustee by the registered owner hereof in person or by his duly authorized attorney upon payment of the charges provided in the Trust Agreement and upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his duly authorized attorney, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount will be issued to the transferee in exchange therefor.

The Authority and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest hereon and principal hereof and for all other purposes, whether or not this Bond shall be overdue, and neither the Authority nor the Trustee shall be affected by any notice or knowledge to the contrary; and payment of the interest on and principal of this Bond shall be made only to such registered owner, which payments shall be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid.

This Bond shall not be entitled to any benefit, protection or security under the Trust Agreement or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been executed and dated by the Trustee.

It is hereby certified that all acts, conditions and things required by law to exist, to have happened and to have been 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 and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or laws of the State of California and is not in excess of the amount of Bonds permitted to be issued under the Trust Agreement.

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IN WITNESS WHEREOF, the Brentwood Infrastructure Financing Authority has caused this Bond to be executed in its name and on its behalf by the facsimile signature of the Treasurer/Controller of the Authority and attested by the facsimile signature of the Secretary of said Authority, and has caused this Bond to be dated as of the original issue date specified above.

BRENTWOOD INFRASTRUCTURE

FINANCING AUTHORITY
By _____________________________________
Treasurer/Controller
Attest:

Secretary

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FORM OF CERTIFICATE OF AUTHENTICATION AND
REGISTRATION TO APPEAR ON SERIES 2024 BONDS
This is one of the Bonds described in the within mentioned Trust Agreement which has been authenticated and registered on .

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
Authorized Signatory
Unless this Bond is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., 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.

FORM OF ASSIGNMENT TO
APPEAR ON SERIES 2024 BONDS
For value received the undersigned hereby sells, assigns and transfers unto _________________________________________ the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints _____________________________ attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises.
_____________________________________
Dated: _____________
Note: The signature to this Assignment must correspond with the name as written on the face of the Bond in every particular, without alteration or enlargement or any change whatever.

Signature Guaranteed: __________________________
Notice: Signature must be guaranteed by a qualified guarantor institution.

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4154-2772-4626.3
______________________________________________________________________________ ______________________________________________________________________________

THIRD SUPPLEMENTAL INSTALLMENT SALE AGREEMENT
by and between the

CITY OF BRENTWOOD
and the

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
for the

CITY OF BRENTWOOD WATER PROJECT
Dated as of October 1, 2024
Relating to
$[Par Amount]

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY

WATER REVENUE REFUNDING BONDS,
SERIES 2024
______________________________________________________________________________ ______________________________________________________________________________

TABLE OF CONTENTS
Page
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ARTICLE I

DEFINITIONS
Section 1.01. Definitions.................................................................................................. 2

ARTICLE II

TERMS OF THE THIRD SUPPLEMENTAL INSTALLMENT SALE AGREEMENT Section 2.01. Authority for the Third Supplemental Installment Sale Agreement.......... 4 Section 2.02. Purpose of the Third Supplemental Installment Sale Agreement.............. 4 Section 2.03. Payment of 2024 Payments...................................................................... 56 Section 2.04. Prepayment of 2024 Payments................................................................... 6 Section 2.05. Compliance with Master Installment Sale Agreement .............................. 6 Section 2.06. Tax Covenants ......................................................................................... 67 Section 2.07. Continuing Disclosure ............................................................................... 7 Section 2.08. Third Supplemental Installment Sale Agreement Subject to the Master Installment Sale Agreement........................................................... 7

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THIRD SUPPLEMENTAL INSTALLMENT SALE AGREEMENT
This Third Supplemental Installment Sale Agreement (this “Third Supplemental Installment Sale Agreement”), dated as of October 1, 2024, by and between City of Brentwood, a municipal corporation duly organized and existing under and by virtue of the laws of the State of California (the “City”), and the Brentwood Infrastructure Financing Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”);
W I T N E S S E T H:

WHEREAS, the City and the Authority have executed and entered into a Master Installment Sale Agreement (the “Master Installment Sale Agreement”) as of November 1, 2008, for the acquisition and construction from time to time of additions, betterments and improvements to the Water System (as that term is defined in the Master Installment Sale Agreement, and herein the “Water System”) of the City;
WHEREAS, the Authority previously agreed to assist the City by acquiring and constructing those certain improvements for the water system of the City described in the First Supplemental Installment Sale Agreement, dated as of November 1, 2008 (the “First Supplemental Installment Sale Agreement”), between the City and the Authority, supplemental to the Master Installment Sale Agreement (the “2008 Water Project”) and by selling the 2008 Water Project to the City as provided in the Master Installment Sale Agreement, as supplemented by the First Supplemental Installment Sale Agreement and by refunding the unpaid installment payments due by the City for the purchase of those certain improvements for the water system of the City (the “1996 Water Project”) acquired under that certain 1996 Installment Sale Agreement (the “1996 Installment Sale Agreement”) executed and entered into as of December 1, 1996, by and between the City and the Authority, as provided in the First Supplemental Installment Sale Agreement; and
WHEREAS, the Authority previously agreed to assist the City in further refinancing a portion of the 2008 Water Project and a portion of the 1996 Water Project by refunding the aggregate principal amount of $43,335,000 of the installment payments scheduled to become due under the First Supplemental Installment Sale Agreement (the “Refunded 2008 Payments”), as provided in the Second Installment Sale Agreement, dated as of December 1, 2024 (the “Second Supplemental Installment Sale Agreement”), between the City and the Authority, supplemental to the Master Installment Payment Agreement; and WHEREAS, the Authority has agreed to assist the City in further refinancing a portion of the 2008 Water Project and a portion of the 1996 Water Project by refunding the aggregate principal amount of $[_______] of the installment payments scheduled to become due under the Second Supplemental Installment Sale Agreement (the “Refunded Payments”); and WHEREAS, the City and the Authority have determined that the refunding of the Refunded Payments is necessary and proper for the purposes of the City; and

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WHEREAS, the City has determined to make payments to the Authority for the refunding of the Refunded Payments and the incidental costs and expenses related thereto as provided in this Third Supplemental Installment Sale Agreement; and WHEREAS, the City and the Authority have determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Third Supplemental Installment Sale Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Third Supplemental Installment Sale Agreement;

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF

THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR

OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

ARTICLE I

DEFINITIONS
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in Section 1.01 of the Master Installment Sale Agreement and in this section shall for all purposes hereof and of any certificate, opinion, report, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein:

Continuing Disclosure Certificate
“Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate, executed by the City and dated the date of the original issuance of the Series 2024 Bonds as originally executed and as it may be amended from time to time in accordance with the terms thereof.

Escrow Agent
“Escrow Agent” means U.S. Bank Trust Company, National Association, as escrow agent.

Escrow Agreement
“Escrow Agreement” means that certain Escrow Agreement, dated October 1, 2024, by and between the Authority and the Escrow Agent.

First Supplemental Installment Sale Agreement
“First Supplemental Installment Sale Agreement” has the meaning given to such term in the recitals to this Third Supplemental Installment Sale Agreement.

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Master Installment Sale Agreement
“Master Installment Sale Agreement” means that certain Master Installment Sale Agreement dated as of November 1, 2008, by and between the City and the Authority, as originally executed and entered into and as it may from time to time be amended or supplemented in accordance with the terms thereof.
1996 Installment Sale Agreement
“1996 Installment Sale Agreement” has the meaning given to such term in the recitals to this Third Supplemental Installment Sale Agreement. 1996 Water Project
“1996 Water Project” has the meaning given to such term in the recitals to this Third Supplemental Installment Sale Agreement.

Refunded Payments
“Refunded Payments” has the meaning given to such term in the recitals to this Third Supplemental Installment Sale Agreement.

Refunded 2008 Payments
“Refunded 2008 Payments” has the meaning given to such term in the recitals to this Third Supplemental Installment Sale Agreement.

Refunding Price
“Refunding Price” means the principal amount of the 2024 Payments plus the interest thereon owed by the City to the Authority for the refunding of the Refunded Payments under the terms hereof pursuant to Section 2.02.

Second Supplemental Installment Sale Agreement
“Second Supplemental Installment Sale Agreement” has the meaning given to such term in the recitals to this Third Supplemental Installment Sale Agreement.

Series 2024 Bonds
“Series 2024 Bonds” means the Brentwood Infrastructure Financing Authority Water Revenue Refunding Bonds, Series 2024 issued and outstanding under the Trust Agreement.

Third Supplemental Installment Sale Agreement
“Third Supplemental Installment Sale Agreement” means this Third Supplemental Installment Sale Agreement, dated as of October 1, 2024, by and between the City and the Authority supplemental to the Master Installment Sale Agreement.

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Trustee
“Trustee” means U.S. Bank Trust Company, National Association, or any other banking Authority that may at any time be substituted in its place as provided in the Trust Agreement.
2008 Water Project
“2008 Water Project” has the meaning given to such term in the recitals to this Third Supplemental Installment Sale Agreement.
2024 Payments
“2024 Payments” means the Payments scheduled to be paid by the City under Section 2.03.

ARTICLE II

TERMS OF THE THIRD SUPPLEMENTAL INSTALLMENT SALE AGREEMENT SECTION 2.01. Authority for the Third Supplemental Installment Sale Agreement. The City has reviewed all proceedings heretofore taken relative to the authorization of the Third Supplemental Installment Sale Agreement and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen or be performed precedent to and in connection with the execution and entering into hereof do exist, have happened and have been performed in due time, form and manner as required by law, and the City is now duly authorized, pursuant to each and every requirement of law and the Master Installment Sale Agreement, to execute and enter into this Third Supplemental Installment Sale Agreement in the manner and form provided herein.

SECTION 2.02. Purpose of the Third Supplemental Installment Sale Agreement.
(a) The purpose of this Third Supplement Installment Sale Agreement is to provide for the refunding of the Refunded Payments.
(b) The City agreed under the terms of the 1996 Installment Sale Agreement to acquire the 1996 Water Project from the Authority, and the Authority agreed under the terms of the 1996 Installment Sale Agreement to sell the 1996 Water Project to the City, which agreements shall remain in full force and effect. The City agreed under the terms of the Master Installment Sale Agreement and the First Supplemental Installment Sale Agreement to acquire the 2008 Water Project from the Authority, and the Authority agreed under the terms of the Master Installment Sale Agreement and the First Supplemental Installment Sale Agreement to sell the 2008 Water Project to the City, which agreements shall remain in full force and effect.

The Authority agreed under the terms of the Master Installment Sale Agreement and the Second

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Supplemental Installment Sale Agreement to refinance a portion of the 2008 Water Project and a portion of the 1996 Water Project by prepaying the Refunded 2008 Payments, and the City agreed under the terms of the Master Installment Sale Agreement and the Second Supplemental Installment Sale Agreement to pay the Refunded Payments in consideration thereof.

The Authority hereby agrees to cause the Trustee to deliver to the Escrow Agent for deposit in accordance with the Escrow Agreement so much of the proceeds of the sale of the Series 2024 Bonds as may be necessary for the prepayment of the principal components of the Refunded Payments, together with the interest components thereon, as provided in the Escrow Agreement, and in consideration thereof the City agrees to pay to the Authority the Refunding Price as provided herein.
(c) The Refunding Price to be paid by the City to the Authority hereunder is the sum of the principal amount of the City’s obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 2.04.
(d) The principal amount of the Refunding Price to be paid by the City to the Authority hereunder is [________] dollars ($[Par Amount]). The interest to accrue on the unpaid balance of the principal amount of the Refunding Price shall be paid by the City as and shall constitute interest paid on the principal amount of the Refunding Price hereunder. Said interest shall accrue from [Closing Date], on the principal component of each 2024 Payment at the following rates:

Principal Component
Payable
(July 1) Principal Amount
Interest Rate
(per annum)
$ %
SECTION 2.03. Payment of 2024 Payments. The City shall, subject to any rights of prepayment provided in Section 2.04, pay the Authority for the Refunding Price without offset or deduction of any kind, by paying the principal installments of the 2024 Payments annually in the amounts and on July 1 in each of the years and in accordance with Section

2.02(d) hereof, together with the interest installments of the 2024 Payments (which interest

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installments shall be paid semi-annually on each January 1 and July 1, commencing January 1, 2025, and shall constitute interest paid on the principal amount of the City’s obligation to make the 2024 Payments to the Authority hereunder).

The obligation of the City hereunder shall constitute a “Parity Obligation” under the Master Installment Sale Agreement.

The obligation of the City to make the 2024 Payments from Net Water Revenues to the Authority hereunder is, subject to Section 7.01 of the Master Installment Sale Agreement, absolute and unconditional, and until such time as the 2024 Payments shall have been paid in full (or provision for the payment thereof shall have been made pursuant to Article VI of the Master Installment Sale Agreement), the City shall not discontinue or suspend any 2024 Payment required to be paid by it under this section when due, whether or not the Water System or any part thereof is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part, and such 2024 Payments shall not be subject to reduction whether by offset, abatement or otherwise and shall not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever.

SECTION 2.04. Prepayment of 2024 Payments. [The principal amounts of the 2024 Payments due on July 1, 20__, through and including July 1, 20__, are not subject to prepayment.] The City may prepay from any source of available funds on any date on or after July 1, 20__, all or any part of the principal amount of the unpaid 2024 Payments becoming due and payable on or after July 1, 20__, in such order of prepayment as the City may determine, at a prepayment price equal to the sum of the principal amount prepaid, plus accrued interest to the date of prepayment, without premium.

Before making any prepayment pursuant to this section, the City shall give written notice to the Authority describing such event and specifying the date on which the prepayment will be paid, which date shall be not less than twenty (20) nor more than sixty (60) days following the date such notice is given; provided, that notwithstanding any such prepayment, the City shall not be relieved of its obligations hereunder, including specifically its obligations under this article, until all the 2024 Payments shall have been fully paid (or provision for payment thereof shall have been made pursuant to Article VI of the Master Installment Sale Agreement).

SECTION 2.05. Compliance with Master Installment Sale Agreement. The City shall pay the 2024 Payments and observe and perform all of the agreements, conditions, covenants and terms contained in the Master Installment Sale Agreement in accordance with the provisions of the Master Installment Sale Agreement.

SECTION 2.06. Tax Covenants. The City agrees and covenants that it will at all times do and perform all acts and things permitted by law and the Third Supplemental Installment Sale Agreement and the Trust Agreement which are necessary in order to assure that interest paid on the Series 2024 Bonds (or any of them) will be excluded from gross income for federal income tax purposes, and that it will take no action that would result in such interest not being excluded from gross income for federal income tax purposes. Without limiting the generality of the foregoing, the City agrees and covenants to comply with the provisions of the

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Tax Certificate related to the Series 2024 Bonds which are incorporated herein. This covenant shall survive payment in full or defeasance of the Series 2024 Bonds.

SECTION 2.07. Continuing Disclosure. The City agrees and covenants that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Third Supplemental Installment Sale Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default under the Master Installment Sale Agreement or the Trust Agreement; provided that the Trustee may (and, at the request of any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or the Holders of at least twenty-five percent (25%) in aggregate principal amount of Outstanding Series 2024 Bonds and upon being provided with indemnification reasonably acceptable to it, shall) or any Holder or Beneficial Owner (as defined in the Continuing Disclosure Certificate) 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 section.

SECTION 2.08. Third Supplemental Installment Sale Agreement Subject to the Master Installment Sale Agreement. Except as herein otherwise expressly provided, every condition and term contained in the Master Installment Sale Agreement shall apply hereto with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform hereto.

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IN WITNESS WHEREOF, the parties hereto have executed and entered into this Third Supplemental Installment Sale Agreement by their officers thereunto duly authorized as of the day and year first written above.

CITY OF BRENTWOOD
By
Director of Finance
& Information Systems

BRENTWOOD INFRASTRUCTURE

FINANCING AUTHORITY
By
Treasurer/Controller

4154-2772-4626.3

ACCEPTANCE OF APPOINTMENT
The undersigned hereby accepts the responsibilities imposed on it herein.

Director of Finance & Information
Systems of the City of Brentwood

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$[Par Amount]

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY

WATER REVENUE REFUNDING BONDS,
SERIES 2024

BOND PURCHASE CONTRACT
[Sale Date]
Brentwood Infrastructure Financing Authority
150 City Park Way
Brentwood, California 94513
City of Brentwood
150 City Park Way
Brentwood, California 94513
Ladies and Gentlemen:

The undersigned RBC Capital Markets, LLC (the “Underwriter”) offers to enter into this Bond Purchase Contract (this “Purchase Contract”) with the Brentwood Infrastructure Financing Authority (the “Authority”) and the City of Brentwood (the “City”) relating to the sale of the Brentwood Infrastructure Financing Authority Water Revenue Refunding Bonds, Series 2024 (the “Bonds”). This offer is made subject to the Authority’s and the City's acceptance by execution of this Purchase Contract and delivery of the same to the Underwriter on or before 11:59 p.m. California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority and the City at any time prior to such acceptance. Upon the Authority’s and the City's acceptance hereof, the Purchase Contract will be binding upon the Authority, the City and the Underwriter.

Capitalized terms used in this Purchase Contract and not otherwise defined herein shall have the respective meanings set forth for such terms in the Trust Agreement (defined below).

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations set forth in this Purchase Contract, the Underwriter agrees to purchase from the Authority, and the Authority agrees to sell and deliver or cause to be delivered to the Underwriter, all (but not less than all) of the Bonds at a purchase price of $[Purchase Price] (being an amount equal to the principal amount of the Bonds ($[Par Amount].00), [plus/less] a [net] original issue [premium/discount] of $[Premium], less an underwriter’s discount of $[UW Discount]). The obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be conditioned on the sale and delivery by the Authority to the Underwriter at Closing of the entire $[Par Amount] principal amount of the Bonds authorized by the Trust Agreement. The Underwriter is not acting as a fiduciary of the Authority or the City, but rather is acting solely in its capacity as Underwriter for its own account.

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Inasmuch as this purchase and sale represents a negotiated transaction, the Authority, the City and the Underwriter acknowledge and agree that: (i) the transaction contemplated by this Purchase Contract is an arm’s length, commercial transaction between the Authority, the City and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Authority or the City; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority or the City on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own account; (iv) the only contractual obligations the Underwriter has to the Authority or the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract; and (v) the Authority, the City and the Underwriter have consulted their own legal, accounting, tax, financial and other advisors, as applicable, to the extent they have deemed appropriate. Nothing in the foregoing paragraph is intended to limit the Underwriter’s obligations of fair dealing under MSRB Rules G-17 and G-30.

Section 2. Bond Terms; Authorizing Instruments; Purposes of the Bonds. (a) The Bonds shall be dated their date of delivery and shall mature and bear interest as shown on Exhibit A attached hereto. The Bonds shall be as described in, and shall be issued and secured under, a Master Trust Agreement, dated as of November 1, 2008 (the “Master Trust Agreement”), between the Authority 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 a Third Supplemental Trust Agreement, dated as of October 1, 2024 (the “Third Supplemental Trust Agreement” and, together with the Master Trust Agreement, the “Trust Agreement”), between the Authority and the Trustee. The Bonds are payable and subject to prepayment as provided in the Trust Agreement and as described in the Official Statement.

The Bonds are payable from and secured by the Authority’s pledge of Revenues under the Trust Agreement, consisting generally of all payments required to be paid by the City on any date under the Master Installment Sale Agreement, dated as of November 1, 2008 (the “Master Installment Sale Agreement”), between the City and the Authority, as supplemented by the Third Supplemental Installment Sale Agreement, dated as of October 1, 2024 (the “Third Supplemental Installment Sale Agreement” and, together with the Master Installment Sale Agreement, the “Installment Sale Agreement”), between the City and the Authority.
(b) The proceeds of the sale of the Bonds will be used to (i) refund all of the Authority’s Water Revenue Bonds, Series 2014, and (ii) pay costs of issuance incurred in connection with the issuance, sale and delivery of the Bonds.

Section 3. Public Offering. The Underwriter agrees to make an initial bona fide public offering of all of the Bonds, at not in excess of the initial public offering yields or prices set forth on Exhibit A attached hereto. Following the initial public offering of the Bonds, the offering prices may be changed from time to time by the Underwriter.

Section 4. Official Statement; Continuing Disclosure. (a) By their acceptance of this proposal, the Authority and the City ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement relating to the Bonds dated [POS Date], (including the cover page, all appendices and all information incorporated therein, the “Preliminary Official Statement”) that the Authority and the City deemed final as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”) except for

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certain omissions with respect to the pricing of the Bonds permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City hereby agree to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15c2- 12, the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the City and the Underwriter) (the “Official Statement”) signed by the Authority and the City, in such quantity as the Underwriter shall reasonably request. The Underwriter agrees that it will not confirm the sale of any Bond unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement. (b) The Authority and the City hereby authorize the use of the Official Statement and the information contained therein by the Underwriter in connection with the public offering and the sale of the Bonds. The Underwriter agrees to: (i) provide the Authority and the City with final pricing information for the Bonds upon execution of this Purchase Contract, (ii) promptly file a copy of the Official Statement, including any amendments or supplements prepared by the Authority or the City, with the Municipal Securities Rulemaking Board (the “MSRB”) through its Electronic Municipal Market Access System (“EMMA”), and (iii) take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and MSRB rules governing the offering, sale and delivery of the Bonds to ultimate purchasers.
(c) In connection with issuance of the Bonds, and in order to assist the Underwriter with complying with the provisions of Rule 15c2-12, the City will execute a continuing disclosure certificate countersigned by [U.S. Bank Trust Company, National Association], as dissemination agent (the “Continuing Disclosure Certificate”), under which the City, on behalf of itself and the Authority, will undertake to provide certain financial and operating data as required by Rule 15c2-12. The form of the Continuing Disclosure Certificate was attached as an appendix to the Preliminary Official Statement and will be attached as an appendix to the Official Statement.

Section 5. Representations, Warranties and Covenants of the Authority. The Authority hereby represents, warrants and agrees with the Underwriter that:
(a) The board of directors (the “Board”) of the Authority has taken official action by resolution (the “Authority Resolution”) adopted by a majority of the members of the Board at meetings duly called, noticed and conducted, at which a quorum was present and acting throughout, on [September 10, 2024], all action necessary to be taken by it for the execution, delivery and due performance of the Trust Agreement, the Installment Sale Agreement, an Escrow Agreement, dated as of October 1, 2024 (the “Escrow Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) and this Purchase Agreement (collectively, the “Authority Agreements”) and the Official Statement and the taking of any and all such action as may be required on the part of the Authority to carry out, give effect to and consummate the transactions contemplated hereby.
(b) The Authority is a joint exercise of powers authority, organized and existing under the Constitution and laws of the State of California (the “State”), including Section 6500 et seq., of the California Government Code, as amended, and the Amended and Restated Joint Exercise of Powers Agreement dated as of December 1, 2001 (the “JPA Agreement”) by and between the City and the former Redevelopment Agency of the City of Brentwood and with full right, power, and authority to adopt the Authority Resolution, to issue the Bonds, and to execute, deliver and perform its obligations under the Authority Agreements.

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(c) By all necessary official action, the Authority has duly authorized the preparation and delivery of the Preliminary Official Statement and the preparation, execution and delivery of the Official Statement, has duly authorized and approved the execution and delivery of, and the performance of its obligations under, the Bonds and the Authority Agreements, and the consummation by it of all other transactions contemplated by the Authority Resolution, the Authority Agreements, the Preliminary Official Statement and the Official Statement. When executed and delivered by their respective parties, the Authority Agreements (assuming due authorization, execution and delivery by and enforceability against the other parties thereto) will be in full force and effect and each will constitute legal, valid and binding agreements or obligations of the Authority, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State.
(d) At the time of the Authority's acceptance hereof and at all times subsequent thereto up to and including the time of the Closing, the information and statements in the Official Statement do not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) As of the date hereof, there is no action, suit, proceeding or investigation before or by any court, public board or body pending against the Authority or, to the best knowledge of the Authority, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the Authority, or the titles of its members or officers, (ii) in any way question or affect the validity or enforceability of Authority Agreements, or (iii) in any way question or affect the Purchase Contract or the transactions contemplated by the Purchase Contract, the Official Statement, or any other agreement or instrument to which the Authority is a party relating to the Bonds. (f) There is no consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the Authority required for the execution and delivery of this Purchase Contract or the consummation by the Authority of the other transactions contemplated by the Official Statement or the Authority Agreements. (g) Any certificate signed by any official of the Authority authorized to do so shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein.
(h) Except as previously disclosed to the Underwriter, the Authority is not in default, and at no time has the Authority defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding. (i) (1) Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the Authority 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.
(2) If any event occurs of which the Authority has knowledge between the date of this Purchase Contract and the date of the Closing that might or would cause the Official

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Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall notify the Underwriter and, if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will cooperate with the Underwriter in causing the Official Statement to be amended or supplemented in a form and in a manner approved by the Underwriter. All expenses thereby incurred will be paid by the Authority, and the Underwriter will file, or cause to be filed, the amended or supplemented Official Statement with a nationally recognized securities information repository.
(3) After the Closing, the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter reasonably objects in writing. If any event relating to or affecting the Authority occurs as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will use its best efforts to assist the Underwriter in preparing (at the expense of the Authority for 90 days after the date of the Closing, and thereafter at the expense of the Underwriter) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For the purposes of this subsection, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. (j) Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, the Authority has not previously failed to comply in all material respects with any undertakings under Rule 15c2-12.

Section 6. Representations, Warranties and Covenants of the City. The City hereby represents, warrants and agrees with the Underwriter that:
(a) The city council (the “City Council”) of the City has taken official action by Resolution (the “City Resolution”) adopted by a majority of the members of the City Council at meetings duly called, noticed and conducted, at which a quorum was present and acting throughout, on [September 10, 2024] all action necessary to be taken by it for the execution, delivery and due performance of the Installment Sale Agreement, the Continuing Disclosure Certificate and this Purchase Agreement (collectively, the “City Agreements”) and the Official Statement and the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated hereby.
(b) The City is a municipal corporation duly organized and existing under the Constitution the laws of the State and has all necessary power and authority to adopt the City Resolution and to enter into and perform its duties under the City Agreements.
(c) By all necessary official action, the City has duly adopted the City Resolution, has duly authorized the preparation and delivery of the Preliminary Official Statement and the preparation,

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execution and delivery of the Official Statement, has duly authorized and approved the execution and delivery of, and the performance of its obligations under, the City Agreements, and the consummation by it of all other transactions contemplated by the City Resolution, the City Agreements, the Preliminary Official Statement and the Official Statement. When executed and delivered by their respective parties, the City Agreements (assuming due authorization, execution and delivery by and enforceability against the other parties thereto) will be in full force and effect and each will constitute legal, valid and binding agreements or obligations of the City, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State.
(d) At the time of the City's acceptance hereof and at all times subsequent thereto up to and including the time of the Closing, the information and statements in the Official Statement do not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(e) As of the date hereof, there is no action, suit, proceeding or investigation before or by any court, public board or body pending against the City or, to the best knowledge of the City, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the City, or the titles of its members or officers, (ii) in any way question or affect the validity or enforceability of City Agreements, or (iii) in any way question or affect the Purchase Contract or the transactions contemplated by the Purchase Contract, the Official Statement, or any other agreement or instrument to which the City is a party relating to the Bonds. (f) There is no consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the City required for the execution and delivery of this Purchase Contract or the consummation by the City of the other transactions contemplated by the Official Statement or the City Agreements. (g) Any certificate signed by any official of the City authorized to do so shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein. (h) Except as previously disclosed to the Underwriter, the City is not in default, and at no time has the City defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding. (i) (1) The financial statements of, and other financial information regarding the City, in the Official Statement fairly present the financial position and results of the City as of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the City 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. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, the City is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the City, would have a material adverse effect on the financial condition of the Water System.

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(2) If any event occurs of which the City has knowledge between the date of this Purchase Contract and the date of the Closing that might or would cause the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter and, if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriter in causing the Official Statement to be amended or supplemented in a form and in a manner approved by the Underwriter. All expenses thereby incurred will be paid by the City, and the Underwriter will file, or cause to be filed, the amended or supplemented Official Statement with a nationally recognized securities information repository. (3) After the Closing, the City will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter reasonably objects in writing. If any event relating to or affecting the City occurs as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the City will use its best efforts to assist the Underwriter in preparing (at the expense of the City for 90 days after the date of the Closing, and thereafter at the expense of the Underwriter) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For the purposes of this subsection, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request.
(j) Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, the City has not previously failed to comply in all material respects with any undertakings under Rule 15c2-12.

Section 7. The Closing. (a) At 8:00 A.M., San Francisco time, on [Closing Date], or on such earlier or later time or date as may be agreed upon by the Underwriter, the Authority and the City (the “Closing”), the Authority shall deliver or cause to be delivered to the Underwriter, at a location or locations to be designated by the Underwriter in New York, New York, the duly executed Bonds (delivered through the book-entry system of The Depository Trust Company). Prior to the Closing, the Authority shall deliver, at the offices of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, in San Francisco, California, or such other place as are mutually agreed upon by the Underwriter and the Authority, the other documents described in this Purchase Contract. On the date of the Closing, the Underwriter shall pay the purchase price of the Bonds as set forth in Section 1 of this Purchase Contract in immediately available funds to the order of the Trustee. (b) The Bonds shall be issued in fully registered form and shall be prepared and delivered as one Bond for each maturity registered in the name of a nominee of The Depository Trust Company (“DTC”). It is anticipated that CUSIP identification numbers will be inserted on the Bonds, but neither the failure to provide such numbers nor any error with respect thereto shall constitute a cause for failure or refusal by the Underwriter to accept delivery of the Bonds in accordance with the terms of this Purchase Contract.

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Section 8. Conditions to Underwriter’s Obligations. The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein and to be contained in the documents and instruments to be delivered on the date of the Closing, and upon the performance by the Authority and the City of their respective obligations to be performed hereunder and under such documents and instruments to be delivered at or prior to the date of the Closing. The Underwriter's obligations under this Purchase Contract are and shall also be subject to the following conditions:
(a) The representations and warranties of the Authority and the City contained in this Agreement shall be true and correct in all material respects on the date of this Purchase Contract and on and as of the date of the Closing as if made on the date of the Closing; (b) As of the date of the Closing, the Official Statement may not have been amended, modified or supplemented, except in any case as may have been agreed to by the Underwriter; (c) (i) As of the date of the Closing, the Authority Resolution, the City Resolution, the Authority Agreements and the City Agreements shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to by the City and Underwriter, (ii) the Authority shall perform or have performed all of its obligations required under or specified in the Authority Resolution, the Authority Agreements and this Purchase Contract to be performed at or prior to the date of the Closing; and (iii) the City shall perform or have performed all of its obligations required under or specified in the City Resolution, the City Agreements and this Purchase Contract to be performed at or prior to the date of the Closing;
(d) As of the date of the Closing, all necessary official action of the Authority relating to the Authority Agreements, the Authority Resolution and the Official Statement, and all necessary official action of the City relating to the City Agreements, the City Resolution, 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;
(e) Subsequent to the date of this Purchase Contract, up to and including the date of the Closing, there shall not have occurred any change in or particularly affecting the Authority, the City, or the City’s Water System, as these matters are described in the Official Statement, which in the reasonable professional judgment of the Underwriter materially impairs the investment quality of the Bonds; (f) As of or prior to the date of the Closing, the Underwriter shall have received each of the following documents:
(1) Certified copies of the Authority Resolution and the City Resolution. (2) The Master Trust Agreement, and the Third Supplemental Trust Agreement, all duly executed on behalf of the Authority and the Trustee, and the Master Installment Sale Agreement and the Third Supplemental Installment Sale Agreement, all duly executed on behalf of the Authority and the City.
(4) The Preliminary Official Statement and the Official Statement, with the Official Statement duly executed on behalf of the Authority and the City.

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(5) An approving opinion of Bond Counsel dated as of the Closing, in substantially the form attached as an appendix to the Official Statement. (6) A supplemental opinion of Bond Counsel, in substantially the form attached hereto as Exhibit E.
(7) An opinion of counsel to the Authority, dated as of the Closing addressed to the Authority, the City and the Underwriter, in form and substance acceptable to the Underwriter, in substantially the form attached hereto as Exhibit F.
(8) An opinion of counsel to the City, dated as of the Closing addressed to the Authority, the City and the Underwriter, in form and substance acceptable to the Underwriter, in substantially the form attached hereto as Exhibit G.
(9) A certificate of the Authority and the City, dated as of the date of the Preliminary Official Statement, in substantially the form attached hereto as Exhibit B. (10) A closing certificate of the Authority, dated as of the Closing, signed by the Treasurer/Controller or other authorized representative of the Authority satisfactory to the Underwriter, in substantially the form attached hereto as Exhibit C. (11) A closing certificate of the City, dated as of the Closing, signed by the Treasurer, Director of Finance & Information Systems or other authorized representative of the City satisfactory to the Underwriter, in the form attached hereto as Exhibit D. (12) The opinion of counsel of the Trustee and Escrow Agent, dated as of the Closing, addressed to the Authority, the City and the Underwriter to the effect that:
(i) the Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the State, having full powers and authority and being qualified to enter into, accept and administer the trust created under the Trust Agreement and to enter into the Trust Agreement and the Escrow Agreement. (ii) the performance by the Trustee of the duties required under the Trust Agreement and the Escrow Agreement have been duly authorized by all necessary corporate action on the part of the Trustee, and under present law do not contravene any law or government regulation or order presently binding on the Trustee or contravene any law or governmental regulation or order presently binding on the Trustee or the articles of association/articles of incorporation/charter, as applicable, or the bylaws of the Trustee or contravene any provision of or constitute a default under any indenture, trust agreement, contract or other instrument to which the Trustee is a party or by which the Trustee is bound;
(iii) the performance by the Trustee of the duties required under the Trust Agreement and the Escrow Agreement do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or other governmental agency or authority; and (iv) the Trust Agreement and the Escrow Agreement have been duly authorized, executed and delivered by the Trustee, and, assuming due authorization,

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execution and delivery by the other parties thereto, the Trust Agreement and the Escrow Agreement constitute a legal, valid and binding agreements of the Trustee enforceable in accordance with their respective terms, subject to laws relating in bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable principles if equitable remedies are sought. (13) A certificate or certificates, dated as of the Closing, in form and substance acceptable to Bond Counsel and the Underwriter, of an authorized officer of officers of the Trustee and the Escrow Agent.
(14) A tax certificate or agreement duly signed on behalf of the Authority and the City.
(15) Evidence of required filings with the California Debt and Investment Advisory Commission.
(16) A copy of the executed Blanket Issuer Letter of Representations by and between the City and DTC relating to the book-entry system.
(17) The Escrow Agreement duly executed on behalf of the Authority and the Escrow Agent.
(18) A verification report delivered by [Verification Agent]. (19) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request to evidence compliance by the Authority and the City with legal requirements, the truth and accuracy, as of the date of the Closing, of the representations of the Authority and the City herein contained and of the Official Statement and the due performance or satisfaction by the Authority and the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Authority and the City.

All of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase Contract shall be deemed to be in compliance with the provisions of this Purchase Contract if, but only if, they are in form and substance satisfactory to the Underwriter. If the Authority and the City are unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter, the Authority nor the City shall be under further obligations hereunder, except that the respective obligations of the Authority, the City and the Underwriter set forth in Section 11 of this Purchase Contract shall continue in full force and effect.

Section 9. Conditions to Authority’s and City’s Obligations. The performance by the Authority and the City of their respective obligations under this Purchase Agreement are conditioned upon: (i) the performance by the Underwriter of its obligations hereunder and (ii) receipt by the Authority and the City of opinions addressed to the Authority and the City, and receipt by the Underwriter of opinions addressed to the Underwriter, and the delivery of certificates being delivered on the date of the Closing by persons and entities other than the Authority and the City.

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Section 10. Termination Events. The Underwriter shall have the right to terminate the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the Authority and the City of its election to do so if, after the execution hereof and prior to the Closing, any of the following events occurs:
(1) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially and adversely affected by any decision issued by a court of the United States (including the United States Tax Court) or of the State, by any ruling or regulation (final, temporary or proposed) issued by or on behalf of the Department of the Treasury of the United States, the Internal Revenue Service, or other governmental agency of the United States, or any governmental agency of the State, or by a tentative decision or announcement by any member of the House Ways and Means Committee, the Senate Finance Committee, or the Conference Committee with respect to contemplated legislation or by legislation enacted by, pending in, or favorably reported to either the House of Representatives or either House of the Legislature of the State, or formally proposed to the Congress of the United States by the President of the United States or to the Legislature of the State by the Governor of the State in an executive communication, affecting the tax status of the Authority or the City, its property or income, its bonds (including the Bonds) or the interest thereon or any tax exemption granted or authorized by the Internal Revenue Code of 1986, as amended; (2) the United States becomes engaged in hostilities that result in a declaration of war or a national emergency, or any other outbreak of hostilities occurs, or a local, national or international calamity or crisis occurs, financial or otherwise, the effect of such outbreak, calamity or crisis being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; (3) there occurs a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States, New York State or State authorities;
(4) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission is issued or made to the effect that the issuance, offering or sale of the Bonds is or would be in violation of any provision of the Securities Act of 1933, as then in effect, or of the Securities Exchange Act of 1934, as then in effect, or of the Trust Indenture Act of 1939, as then in effect;
(5) legislation is enacted by the House of Representatives or the Senate of the Congress of the United States of America, or a decision by a court of the United States of America is rendered, or a ruling or regulation by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter is made or proposed to the effect that the Bonds are not exempt from registration, qualification or other similar requirements of the Securities Act of 1933, as then in effect, or of the Trust Indenture Act of 1939, as then in effect;
(6) in the reasonable judgment of the Underwriter, the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, might be materially and adversely affected because additional material restrictions not in force as of the

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date hereof is imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(7) the Comptroller of the Currency, The New York Stock Exchange, or other national securities exchange, or any governmental authority, imposes, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, or financial responsibility requirements of the Underwriter; (8) a general banking moratorium is established by federal, New York or State authorities;
(9) any legislation, ordinance, rule or regulation is introduced in or be enacted by any governmental body, department or agency in the State or a decision of a court of competent jurisdiction within the State is rendered, which, in the opinion of the Underwriter, after consultation with the Authority and the City, materially adversely affects the market price of the Bonds;
(10) any federal or California court, authority or regulatory body takes action materially and adversely affecting the collection of Revenues under the Trust Agreement; (11) there shall have occurred any downgrading, suspension or withdrawal or negative change in credit watch status with respect to the ratings on the Bonds by any national rating service then rating the Bonds;
(12) an event occurs which in the opinion of the Underwriter requires a supplement or amendment to the Official Statement;
(13) any event occurring, or information becoming known which, in the judgment of the Underwriter, has the effect that the Official Statement contains any untrue statement of material fact 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; or (14) there shall have occurred any material adverse change in the affairs or financial condition of the Water System.

Section 11. Payment of Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall pay the following expenses incident to the performance of the Authority’s and the City's obligations hereunder:
(i) the fees and disbursements of Bond Counsel and Disclosure Counsel; (ii) the cost of printing and delivering the Bonds, the Preliminary Official Statement and the Official Statement (and any amendment or supplement prepared pursuant to Section 4 of this Purchase Contract);
(iii) the fees and disbursements of accountants, advisers and of any other experts or consultants retained by the Authority or the City;

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(iv) any other expenses and costs of the Authority and the City incident to the performance of their respective obligations in connection with the authorization, issuance and sale of the Bonds, including out-of-pocket expenses and regulatory expenses, and any other expenses agreed to by the parties; and
(v) any expenses (included in the expense component of the Underwriter’s discount) incurred by the Underwriter which are incidental to implementing this Purchase Contract and the issuance of the Bonds, including, but not limited to, meals, transportation and lodging, if any, and any other miscellaneous closing costs.
(b) The City on behalf of the Authority acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. (c) The Underwriter shall pay all expenses incurred by them in connection with the public offering and distribution of the Bonds including, but not limited to:
(i) all advertising expenses in connection with the offering of the Bonds; and (ii) all out-of-pocket disbursements and expenses incurred by the Underwriter in connection with the offering and distribution of the Bonds, including CUSIP fees and CDIAC fees, except as provided in (a) above or as otherwise agreed to by the Underwriter and the City.

Section 12. Establishment of Issue Price.

(a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City 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 H, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City 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.
(b) [Except as otherwise set forth in Exhibit H,] the Authority and the City will treat the first price at which 10% of each maturity of the Bonds is sold to the public (the “10% test”) as the issue price of that maturity. At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the Authority and the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon the request of the Authority, the City or Bond Counsel. For purposes of this Section 12, 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.
[subsection (c) shall apply only if the Underwriter agrees to apply the hold-the-offering-price rule, as described below.]

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(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit H attached hereto, except as otherwise set forth therein.

Exhibit H also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority, the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority and the City 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 offering price to the public.

The Underwriter will advise the Authority and the City 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:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(i) (A) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (B) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter;
(ii) 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
(iii) 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.
(2) 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

15 4151-5935-4706.3
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 (i) 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 of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer and (ii) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge that, in making the representations set forth in this Sections 5 and 6, 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 the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 12. Further, for purposes of this Section 12:
(1) “public” means any person other than an underwriter or a related party, (2) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a thirdparty distribution agreement participating in the initial sale of the Bonds to the public), (3) 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 (i) 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), (ii) 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 (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a

16 4151-5935-4706.3
partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(4) “sale date” means the date of execution of this Purchase Contract by all parties.

Section 13. Notices. Any notice or other communication to be given to the Authority or the City under this Purchase Contract may be given by delivering the same in writing to the Authority and the City at the addresses set forth on the first page of this Purchase Contract, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to RBC Capital Markets, LLC, Two Embarcadero Center, Suite 1200, San Francisco, CA 94111, Attention: Robert L. Williams.

Section 14. Survival of Representations, Warranties, Agreements. All of the Authority’s and the City's representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect regardless of: (a) any investigations made by or on behalf of the Underwriter; or (b) delivery of and payment for the Bonds pursuant to this Purchase Contract. The agreements contained in this Section and in Section 11 shall survive any termination of this Purchase Contract.

Section 15. Benefit; No Assignment. This Purchase Contract is made solely for the benefit of the Authority, the City and the Underwriter (including its successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. The rights and obligations created by this Purchase Contract are not subject to assignment by the Underwriter, the Authority or the City without the prior written consent of the other parties hereto.

Section 16. Severability. In the event that any provision of this Purchase Contract is held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Purchase Contract.

Section 17. Counterparts. This Purchase Contract may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute the Purchase Contract by signing any such counterpart.

Section 18. Governing Law. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California.

17 4151-5935-4706.3
Section 19. Effectiveness. This Purchase Contract shall become effective upon the execution of the acceptance hereof by an authorized officer of the Authority and the City, and shall be valid and enforceable as of the time of such acceptance.

Very truly yours,

RBC CAPITAL MARKETS, LLC
By:_____________________________
Managing Director
Accepted at _______ PM Pacific Daylight Time as of the date first stated above:

BRENTWOOD INFRASTRUCTURE

FINANCING AUTHORITY
By:_______________________________
Treasurer/Controller

CITY OF BRENTWOOD
By:_______________________________
Director of Finance
& Information Systems

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4151-5935-4706.3

EXHIBIT A

MATURITY SCHEDULE
Maturity
(July 1) Principal Interest Rate Yield

$ %
______________
C = priced to call at par on July 1, 20__.

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EXHIBIT B-1
Brentwood Infrastructure Financing Authority
Water Revenue Refunding Bonds,
Series 2024
15c2-12 CERTIFICATE
I, Kerry Breen, Treasurer/Controller of the Brentwood Infrastructure Financing Authority (the “Authority”), hereby certify that I am authorized to execute this Certificate on behalf of the Authority.

I hereby further certify, on behalf of the Authority, that the Preliminary Official Statement dated [_____, 2024] (including the cover page and all appendices thereto, the “Preliminary Official Statement”) relating to the above-referenced bonds (the “Bonds”) is deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12, including, for example, offering prices, interest rates, selling compensation, principal amounts per maturity, aggregate principal amount, maturity dates, and ratings.

The Authority approves of the use and distribution of the Preliminary Official Statement by the underwriter of the Bonds.

Dated: [_____, 2024].

BRENTWOOD INFRASTRUCTURE

FINANCING AUTHORITY
By: ___________________________________
Treasurer/Controller

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4151-5935-4706.3
EXHIBIT B-2
Brentwood Infrastructure Financing Authority
Water Revenue Refunding Bonds,
Series 2024
15c2-12 CERTIFICATE
I, Kerry Breen, Treasurer, Director of Finance & Information Systems of the City of Brentwood (the “City”), hereby certify that I am authorized to execute this Certificate on behalf of the City.

I hereby further certify, on behalf of the City, that the Preliminary Official Statement dated [_____, 2024] (including the cover page and all appendices thereto, the “Preliminary Official Statement”) relating to the above-referenced bonds (the “Bonds”) is deemed to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12, including, for example, offering prices, interest rates, selling compensation, principal amounts per maturity, aggregate principal amount, maturity dates, and ratings.

The City approves of the use and distribution of the Preliminary Official Statement by the underwriter of the Bonds.

Dated: [_____, 2024].

CITY OF BRENTWOOD
By: ___________________________________
Director of Finance
& Information Systems

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4151-5935-4706.3

EXHIBIT C
Brentwood Infrastructure Financing Authority
Water Revenue Refunding Bonds,
Series 2024

CLOSING CERTIFICATE OF THE AUTHORITY
The undersigned hereby certifies and represents that he or she is the duly appointed and acting representative of the Brentwood Infrastructure Financing Authority (the “Authority”), and is duly authorized to execute and deliver this Certificate and further hereby certifies and reconfirms on behalf of the Authority as follows:
(i) The representations, warranties and covenants of the Authority contained in the Bond Purchase Contract dated [Sale Date], by and among the Authority, the City of Brentwood and RBC Capital Markets, LLC (the “Purchase Contract”), are true and correct and in all material respects on and as of the date of the Closing with the same effect as if made on the date of the Closing.
(ii) The Authority Resolution is in full force and effect at the date of the Closing and has not been amended, modified, supplemented, or rescinded. (iii) The Authority has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the date of the Closing.

Capitalized terms used but not defined herein have the meanings given in the Purchase Contract.

Dated: [Closing Date].

BRENTWOOD INFRASTRUCTURE

FINANCING AUTHORITY
By:______________________________
Treasurer/Controller

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EXHIBIT D
Brentwood Infrastructure Financing Authority
Water Revenue Refunding Bonds,
Series 2024

CLOSING CERTIFICATE OF THE CITY
The undersigned hereby certifies and represents that he or she is the duly appointed and acting representative of the City of Brentwood (the “City”), and is duly authorized to execute and deliver this Certificate and further hereby certifies and reconfirms on behalf of the City as follows:
(i) The representations, warranties and covenants of the City contained in the Bond Purchase Contract dated [Sale Date], by and among the Brentwood Infrastructure Financing Authority, the City and RBC Capital Markets, LLC (the “Purchase Contract”) are true and correct and in all material respects on and as of the date of the Closing with the same effect as if made on the date of the Closing.
(ii) The City Resolution is in full force and effect at the date of the Closing and has not been amended, modified, supplemented, or rescinded.
(iii) The City has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the date of the Closing.

Capitalized terms used but not defined herein have the meanings given in the Purchase Contract.

Dated: [Closing Date].

CITY OF BRENTWOOD
By:______________________________
Director of Finance
& Information Systems

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EXHIBIT E

FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
[To come]

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4151-5935-4706.3

EXHIBIT F

FORM OF OPINION OF COUNSEL TO THE AUTHORITY
[Closing Date]
Brentwood Infrastructure Financing Authority
Brentwood, California
RBC Capital Markets, LLC
San Francisco, California
City of Brentwood
Brentwood, California
Orrick, Herrington & Sutcliffe LLP
San Francisco, California
Re: Brentwood Infrastructure Financing Authority
Water Revenue Refunding Bonds, Series 2024
Ladies and Gentlemen:

I serve as counsel to the Brentwood Infrastructure Financing Authority (the “Authority”). This letter is addressed to you pursuant to Section 8(f)(7) of the Bond Purchase Contract, dated [Sale Date] (the “Purchase Contract”), between the Authority, the City of Brentwood (the “City”) and RBC Capital Markets, LLC (the “Underwriter”) providing for the purchase by the Underwriter of $[Par Amount] aggregate principal amount of Brentwood Infrastructure Financing Authority Water Revenue Refunding Bonds, Series 2024 (the “Bonds”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Contract.

Whenever a statement herein is qualified by “to the best of my current actual knowledge” or similar phrase, it is intended to indicate that, during the course of my representation of the Authority in connection with the transactions described herein, no information that would give me current actual knowledge of the inaccuracy of such statement has come to my attention. However, unless otherwise noted herein, I have not undertaken any independent investigation to determine the accuracy of such statement, and any documents and matters described in this opinion and in the preparation of this opinion letter should not be regarded as such an investigation. Furthermore, no inference as to my knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of my continued representation of the Authority, either past or present.

My opinion may be affected by actions taken or events occurring after the date hereof. As to questions of fact material to my opinion, I have relied upon representations by the principal officers of the Authority and you.

Based upon and subject to the foregoing, and in reliance thereon, as of the date hereof, I am of the following opinions:
(i) The Authority is a joint powers authority, duly created under the laws of the State of California and has full power and authority to enter into: (a) the Master Installment Sale Agreement, dated as of November 1, 2008 (the “Master Installment Sale Agreement”), as supplemented, including as supplemented by the Third Supplemental Installment Sale Agreement, dated as of October 1, 2024 (the “Third Supplemental Installment Sale Agreement, and together with the Master Installment Sale

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Agreement, as supplemented, the “Installment Sale Agreement”), each between the City and the Authority; (b) the Master Trust Agreement, dated as of November 1, 2008 (the “Master Trust Agreement”), as supplemented and amended, including as supplemented and amended by the Third Supplemental Trust Agreement, dated as of October 1, 2024 (the “Third Supplemental Trust Agreement” and together with the Master Trust Agreement, as supplemented and amended, the “Trust Agreement”), each between the Authority and U.S. Bank National Association, as trustee; (c) the Escrow Agreement, dated as of October 1, 2024 (the “Escrow Agreement”), between the Authority and U.S. Bank National Association, as escrow agent; and (d) the Purchase Contract (collectively with the Installment Sale Agreement, the Trust Agreement and the Escrow Agreement, the “Authority Agreements”), and to perform its duties and obligations thereunder;
(ii) The resolution of the Authority approving and authorizing the execution and delivery of the Authority Agreements and the Bonds and approving and authorizing the distribution of the Official Statement has been duly adopted, and has not been modified, amended or rescinded; (iii) To the best of my current actual knowledge, the representations of the Authority contained in the Purchase Contract are true and correct;
(iv) The Authority Agreements have been duly authorized, executed and delivered by the Authority and, assuming due execution by the other parties thereto, constitute the legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, to the application of equitable principles where equitable remedies are sought and to the exercise of judicial discretion in appropriate cases;
(v) To the best of my current actual knowledge, the authorization, execution and delivery of the Authority Agreements by the Authority and compliance by the Authority with the provisions thereof, will not conflict with, or constitute a breach of or default under, any law, administrative regulation, court decree, resolution, ordinance or other agreement to which the Authority is subject or by which it is bound;
(vi) To the best of my current actual knowledge, the information in the Official statement under the caption “THE AUTHORITY” and, as to the Authority, under the caption “ABSENCE OF LITIGATION” is accurate in all material respects, insofar as such information purports to summarize information with respect to the Authority, the Authority Agreements, and the Joint Exercise of Powers Agreement, as amended and restated;
(vii) Except as otherwise disclosed in the Official Statement and, to the best of my current actual knowledge after due inquiry, there is no litigation, action, suit, proceeding or investigation at law or in equity before or by any court, government agency or body, pending or threatened against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Agreements or contesting the authority of the Authority to enter into or perform its obligations under the Authority Agreements, or which, in any manner, questions the right of the Authority to issue the Bonds or the use of the Revenues for repayment of the Bonds.

My opinion is limited to the laws of the State of California, and I assume no responsibility as to the applicability or the effect of the laws (including securities, blue sky and insolvency laws) of any other jurisdiction or of federal or state income tax laws. This opinion is limited to the matters stated herein, and no opinion is implied beyond the matters expressly stated. This opinion is given for your use and benefit only in connection with the transactions described herein, and it may not be relied upon in any

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other transaction or by any other person nor may copies be delivered to any person other than your counsel without prior written consent.

Very truly yours,
Katherine Wisinski
City Attorney of the City of Brentwood
and General Counsel for the Brentwood Infrastructure
Financing Authority

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EXHIBIT G

FORM OF OPINION OF COUNSEL TO THE CITY
[Closing Date]
Brentwood Infrastructure Financing Authority
Brentwood, California
RBC Capital Markets, LLC
San Francisco, California
City of Brentwood
Brentwood, California
Orrick, Herrington & Sutcliffe LLP
San Francisco, California
Re: Brentwood Infrastructure Financing Authority
Water Revenue Refunding Bonds, Series 2024
Ladies and Gentlemen:

I serve as City Attorney for the City of Brentwood (the “City”). This letter is addressed to you pursuant to Section 8(f)(8) of the Bond Purchase Contract, dated [Sale Date] (the “Purchase Contract”), between the Brentwood Infrastructure Financing Authority (the “Authority”), the City and RBC Capital Markets, LLC (the “Underwriter”) providing for the purchase by the Underwriter of $[Par Amount] aggregate principal amount of Brentwood Infrastructure Financing Authority Water Revenue Refunding Bonds, Series 2024 (the “Bonds”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Contract.

Whenever a statement herein is qualified by “to the best of my current actual knowledge” or similar phrase, it is intended to indicate that, during the course of my representation of the City in connection with the transactions described herein, no information that would give me current actual knowledge of the inaccuracy of such statement has come to my attention. However, unless otherwise noted herein, I have not undertaken any independent investigation to determine the accuracy of such statement, and any documents and matters described in this opinion and in the preparation of this opinion letter should not be regarded as such an investigation. Furthermore, no inference as to my knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of my continued representation of the City, either past or present.

My opinion may be affected by actions taken or events occurring after the date hereof. As to questions of fact material to my opinion, I have relied upon representations by the principal officers of the City and you.

Based upon and subject to the foregoing, and in reliance thereon, as of the date hereof, I am of the following opinions:
(i) The City is a municipal corporation duly organized and validly existing as a body corporate and politic under and by virtue of the Constitution and laws of the State of California, with all necessary power and authority to enter into and perform its duties and obligations under: (a) the Master Installment Sale Agreement, dated as of November 1, 2008 (the “Master Installment Sale Agreement”), as supplemented, including as supplemented by the Third Supplemental Installment Sale Agreement, dated as of October 1, 2024 (the “Third Supplemental Installment Sale Agreement, and together with the Master Installment Sale Agreement, as supplemented, the “Installment Sale Agreement”), each between

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the City and the Authority; (b) the Continuing Disclosure Certificate of the City, dated [Closing Date] (the “Continuing Disclosure Certificate”); and (c) the Purchase Contract (collectively, the “City Agreements”);
(ii) To the best of my current actual knowledge, the representations of the City contained in the Purchase Contract are true and correct;
(iii) The resolution of the City approving and authorizing, among other things, the execution and delivery of the City Agreements and approving and authorizing the distribution of the Official Statement has been duly adopted, and has not been modified, amended or rescinded; (iv) The City Agreements have been duly authorized, executed and delivered by the City and, assuming due execution by the other parties thereto, constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar affecting creditors’ rights, to the application of equitable principles and to the exercise of judicial discretion in appropriate cases; (v) To the best of my current actual knowledge, the authorization, execution and delivery of the City Agreements and compliance with the provisions thereof, will not conflict with, or constitute a breach of or default under, any law, administrative regulation, court decree, resolution, ordinance or other agreement to which the City is subject or by which it is bound; (vi) To the best of my current actual knowledge, the information in the Official statement as to the City under the caption “ABSENCE OF LITIGATION” is accurate in all material respects, insofar as such information purports to summarize information with respect to the City and the City Agreements; (vii) Except as otherwise disclosed in the Official Statement and, to the best of my current actual knowledge after due inquiry, there is no litigation, action, suit, proceeding or investigation at law or in equity before or by any court, government agency or body, pending or threatened against the City, challenging the creation, organization or existence of the City, or the validity of the City Agreements or contesting the authority of the City to enter into or perform its obligations under the City Agreements, or which, in any manner, questions the right of the City to enter into or perform its obligations under the City Agreements.

My opinion is limited to the laws of the State of California, and I assume no responsibility as to the applicability or the effect of the laws (including securities, blue sky and insolvency laws) of any other jurisdiction or of federal or state income tax laws. This opinion is limited to the matters stated herein, and no opinion is implied beyond the matters expressly stated. This opinion is given for your use and benefit only in connection with the transactions described herein, and it may not be relied upon in any other transaction or by any other person, nor may copies be delivered to any person other than your counsel without prior written consent.

Very truly yours,
Katherine Wisinski
City Attorney of the City of Brentwood

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EXHIBIT H

FORM OF ISSUE PRICE CERTIFICATE
[To come]

OH&S DRAFT: 08/22/2024
4139-2785-0833.3
PRELIMINARY OFFICIAL STATEMENT DATED [______], 2024
NEW ISSUE-FULL BOOK-ENTRY RATING: S&P: “[__]”
(See “RATING” herein)
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2024 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2024 Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel observes that interest on the 2024 Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the 2024 Bonds. See “TAX MATTERS.” $[Par Amount]*

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY

WATER REVENUE REFUNDING BONDS
SERIES 2024
Dated: Date of Delivery Due: July 1, as shown on inside cover The captioned bonds (the “2024 Bonds”) are being issued by the Brentwood Infrastructure Financing Authority (the “Authority”) to (i) refund all of the Authority’s outstanding Water Revenue Refunding Bonds, Series 2014 (the “2014 Bonds”), and (ii) pay costs of issuance incurred in connection with the issuance, sale and delivery of the 2024 Bonds.

The 2024 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. Ultimate purchasers of 2024 Bonds will not receive physical certificates representing their interest in the 2024 Bonds. So long as the 2024 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the owners shall mean Cede & Co., and shall not mean the ultimate purchasers of the 2024 Bonds. Interest on the 2024 Bonds will be payable on January 1 and July 1 of each year, commencing January 1, 2025. Payments of the principal of, premium, if any, and interest on the 2024 Bonds will be made directly to DTC, or its nominee, Cede & Co., by U.S. Bank Trust Company, National Association, successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), so long as DTC or Cede & Co. is the registered owner of the 2024 Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY SYSTEM.” The 2024 Bonds are payable from, and secured by a lien on, certain payments received by the Authority from the City of Brentwood (the “City”) under the Installment Sale Agreement (defined herein) and from certain interest and other income derived from certain funds and accounts held under the Trust Agreement (collectively, the “Revenues,” as more fully described herein). The Authority may issue additional Bonds payable from, and secured by, the Revenues on a parity with the 2024 Bonds as provided in the Trust Agreement. See “SECURITY FOR THE 2024 BONDS - Trust Agreement.” The obligation of the City to make payments under the Installment Sale Agreement is limited solely to Net Water Revenues consisting generally of all gross income and revenue from the City’s Water System (as described herein), less the maintenance and operations costs of the Water System. The City may incur additional obligations payable from, and secured by, the Net Water Revenues on a parity with the 2024 Payments and may incur additional obligations payable from, and secured by, the Net Water Revenues on a basis subordinate to that of the 2024 Payments as provided in the Installment Sale Agreement. See “SECURITY FOR THE 2024 BONDS – Installment Sale Agreement and Pledge of Net Water Revenues.” The 2024 Bonds are subject to redemption prior to maturity as more fully described herein.

The 2024 Bonds are limited obligations of the Authority and are not secured by a legal or equitable pledge of, or charge or lien upon, any property of the Authority or any of its income or receipts, except the Revenues. The full faith and credit of neither the Authority nor the City is pledged for the payment of the principal of or interest or premium, if any, on the 2024 Bonds and no tax or other source of funds, other than the Revenues, is pledged to pay the principal of or interest or premium, if any, on the 2024 Bonds. The payment of the principal of or interest or premium, if any, on the 2024 Bonds does not constitute a debt, liability or obligation of the Authority or the City for which any such entity is obligated to levy or pledge any form of taxation or for which any such entity has levied or pledged any form of taxation. The Authority has no taxing power.

For a discussion of some of the risks associated with the purchase of the 2024 Bonds, see “RISK FACTORS” herein.

This cover page contains information for general reference only. It is not intended to be a summary of all factors relating to an investment in the 2024 Bonds.

Investors should read the entire Official Statement before making any investment decision.

The 2024 Bonds are offered when, as and if delivered and received by the Underwriter, subject to the approval as to their validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority. Certain legal matters will be passed upon for the City by Orrick, Herrington & Sutcliffe LLP as Disclosure Counsel and for the Authority and the City by the City Attorney of the City, and for the Underwriter by Kutak Rock LLP. It is anticipated that the 2024 Bonds will be available for delivery to DTC on or about __________, 2024. [RBC CAPITAL MARKETS LOGO]
Dated; ________ __, 2024
___________________________
*
Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or filing under the securities laws of such jurisdiction.

4139-2785-0833.3

MATURITY SCHEDULE
$[Par Amount]*

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY

WATER REVENUE REFUNDING BONDS
SERIES 2024
Maturity Date
(July 1)
Principal
Amount
Interest
Rate Yield† CUSIP‡
$ % %
______________________
*
Preliminary, subject to change.
† Yields certified by the Underwriter. The City or the Authority take no responsibility therefor. ‡ CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2024 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the District, the Underwriter, or their agents or counsel assumes responsibility for the accuracy of such numbers.

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GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No dealer, broker, salesperson or other person has been authorized by the Authority, the City or the Underwriter to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation 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 nor shall there be any sale of the 2024 Bonds in any jurisdiction in which it is unlawful to make such offer, solicitation or sale.

The 2024 Bonds are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)2 thereof. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy 2024 Bonds in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation.

The information set forth herein has been provided by the Authority and the City and other sources that are believed by the Authority and the City to be reliable. 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 responsibility to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expression of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in affairs of the Authority or the City since the date hereof. This Official Statement, including any supplement or amendment hereto, is intended to be deposited with one or more repositories.

The City maintains a website and social media accounts, the information on which is not part of this Official Statement, has not and is not incorporated by reference herein, and should not be relied upon in deciding whether to invest in the 2024 Bonds. Any references to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such websites and social media accounts and the information or links contained therein are not incorporated into, and are not part of, this Official Statement.

FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Official Statement constitute forwardlooking statements. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause 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 assurance is given that actual results will meet the forecasts of the Authority or the City in any way, regardless of the level of optimism communicated in the information. Neither the Authority nor the City is obligated to issue any updates or revisions to the forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur. Such forward-looking statements include, but are not limited to, certain statements contained in the information in Appendix A attached hereto.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN

SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,

UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE 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. THE AUTHORITY AND THE CITY DO NOT PLAN TO ISSUE ANY UPDATES OR

REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF ITS EXPECTATIONS,

OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER “CONTINUING DISCLOSURE” HEREIN.

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BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
City Council and Authority Governing Bond
Joel R. Bryant, Mayor/Chairperson of the Authority
Susannah Meyer, Vice-Mayor/Vice-Chairperson of the Authority Jovita Mendoza, Councilmember/Boardmember
Pa’tanisha Pierson, Councilmember/Boardmember
Tony Oerlemans, Councilmember/Boardmember
___________________________
City Staff/Authority Officers
Tim Ogden, City Manager
Katherine Wisinski, City Attorney
Casey Wichert, Director of Public Works
Allen Baquilar, City Engineer
Alexis Morris, Community Development Director
Kerry Breen, Treasurer, Director of Finance and Information Systems Christine Andrews, Assistant Finance Director and Information Systems Sonia Agostini, Business Services Manager
Rachel Corona, Accountant II
_______________________

PROFESSIONAL SERVICES
Bond Counsel and Disclosure Counsel
Orrick, Herrington & Sutcliffe LLP
Trustee
U.S. Bank Trust Company, National Association
San Francisco, California
Municipal Advisor
Del Rio Advisors, LLC
Modesto, California
Verification Agent
[Verification Agent]
[City, State]

TABLE OF CONTENTS
Page
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INTRODUCTION ......................................................................................................................... 1 THE 2024 BONDS ........................................................................................................................ 2 Description......................................................................................................................... 2 Registration, Transfers and Exchanges.............................................................................. 2 Redemption........................................................................................................................ 3 DEBT SERVICE SCHEDULE.......................................................................................... 4 PLAN OF REFUNDING............................................................................................................... 5 ESTIMATED SOURCES AND USES OF FUNDS ..................................................................... 6 SECURITY FOR THE 2024 BONDS........................................................................................... 7 Trust Agreement ................................................................................................................ 7 Installment Sale Agreement and Pledge of Net Water Revenues...................................... 9 THE AUTHORITY ..................................................................................................................... 13 THE WATER SYSTEM.............................................................................................................. 13 RISK FACTORS ......................................................................................................................... 13 General............................................................................................................................. 13 Rate Covenant Not a Guarantee....................................................................................... 14 Proposition 218 and Proposition 26................................................................................. 14 Initiatives; Changes in Law ............................................................................................. 16 System Demand ............................................................................................................... 16 System Expenses and Capital Costs ................................................................................ 16 Earthquakes, Floods and Other Natural Disasters ........................................................... 16 Water Supply and Drought .............................................................................................. 16 Climate Change................................................................................................................ 17 Pandemics; COVID-19 Pandemic ................................................................................... 17 Cybersecurity ................................................................................................................... 18 Physical Security.............................................................................................................. 18 Permits and Regulation .................................................................................................... 18 Investment of Funds......................................................................................................... 18 Limitations on Remedies and Bankruptcy....................................................................... 18 Limited Obligations......................................................................................................... 20