Agenda packet — Pittsburg City Council, April 20, 2026 (part 2 of 6)

-22-
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Successor Agency, and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Successor Agency upon the same conditions and in substantially the same manner as the definitive Bonds. If the Successor Agency issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations, interest rates and like maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Successor Agency, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Successor Agency and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Successor Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond has matured or has been called for redemption, instead of issuing a substitute Bond, the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee and the Successor Agency). The Successor Agency may require payment by the Owner of a sum not exceeding the actual cost of preparing each new Bond issued under this Section 2.10 and of the expenses which may be incurred by the Successor Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Successor Agency whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant to this Indenture. Section 2.11. Book-Entry System. (a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single fully registered Bond without coupons (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the ownership of each such Bond shall be registered on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books. With respect to Bonds the ownership of which shall be registered in the name of the Nominee, neither the Successor Agency nor the Trustee shall have any responsibility or obligation to any Depository System Participant or to any person on behalf of which the Depository System Participant holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, neither the Successor Agency nor the Trustee shall have

Page 213 of 635 ends

-23-
any responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Successor Agency elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal, premium, if any, or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Successor Agency and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal, premium and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Bond evidencing the obligation of the Successor Agency to make payments of principal, interest and premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the Successor Agency shall promptly deliver a copy of the same to the Trustee. (b) Representation Letter. In order to qualify the Bonds for the Depository's book-entry system, the Successor Agency shall execute and deliver to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Successor Agency or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bond Owners. The Trustee agrees to comply with all provisions in such letter with respect to the giving of notices thereunder by the Trustee. In addition to the execution and delivery of such letter, upon written request of the Depository or the Trustee, the Successor Agency may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository's book-entry program. (c) Transfers Outside Book-Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Successor Agency determines to terminate the Depository as such, then the Successor Agency shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the Successor Agency and the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Successor Agency fails to identify another Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Article II. Prior to its termination, the

Page 214 of 635 ends

-24-
Depository shall furnish the Trustee with the names and addresses of the Depository System Participants and respective ownership interests thereof. (d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of and interest and premium (if any) on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository. In connection with any proposed transfer outside the Book-Entry Only system, the Successor Agency or DTC shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. ARTICLE III DEPOSIT AND APPLICATION OF PROCEEDS OF Bonds Section 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the Successor Agency shall execute and deliver the Series A Bonds in the aggregate principal amount of $_________ and the Series B Bonds in the aggregate principal amount of $_________ to the Trustee, and the Trustee shall authenticate and deliver the Bonds upon the Written Request of the Successor Agency. Section 3.02. Application of Proceeds of Sale and Certain Other Amounts. (a) Series A Bonds. On the Closing Date the proceeds of sale of the Series A Bonds shall be paid to the Trustee in the amount of $_____________ (being the aggregate principal amount of the Series A Bonds, plus an original issue premium in the amount of $_________, less an underwriter’s discount in the amount of $_________, less the premium allocations for the Insurance Policy ($_________) and the Reserve Policy ($_________), which shall be paid by the original purchaser of the Bonds directly to the Insurer on the Closing Date) and shall be applied as follows: (i) The Trustee shall deposit the amount of $_________ in the Costs of Issuance Fund; and (ii) The Trustee shall transfer the amount of $_________ to the Trustee, as trustee for the Prior Bonds, in accordance with the Refunding Instructions. (b) Series B Bonds. On the Closing Date the proceeds of sale of the Series B Bonds shall be paid to the Trustee in the amount of $_____________ (being the aggregate principal amount of the Series B Bonds, plus an original issue premium in the amount of $_________, less an underwriter’s discount in the amount of $_________, less the premium allocations for the Insurance Policy ($_________) and the Reserve Policy ($_________), which shall be paid by the original purchaser of the Bonds directly to the Insurer on the Closing Date) and shall be applied as follows:

Page 215 of 635 ends

-25-
(i) The Trustee shall deposit the amount of $_________ in the Costs of Issuance Fund; and (ii) The Trustee shall transfer the amount of $_________ to the Trustee, as trustee for the Prior Bonds, in accordance with the Refunding Instructions. In addition, the Trustee shall credit the Reserve Policy to the Reserve Fund in satisfaction of the Reserve Requirement for the Bonds as of the Closing Date upon delivery of the Bonds. The Trustee may establish and maintain for so long as is necessary one or more temporary funds and accounts under this Indenture, including but not limited to a temporary fund for holding the proceeds of the Bonds. Section 3.03. Costs of Issuance Fund. There is hereby established a separate fund to be known as the “Costs of Issuance Fund. The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of a Written Request of the Successor Agency stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said account. Each such Written Request of the Successor Agency shall be sufficient evidence to the Trustee of the facts stated therein and the Bond Trustee shall have no duty to confirm the accuracy of such facts. On the date which is six (6) months following the Closing Date of the Bonds, or upon the earlier Written Request of the Successor Agency, all amounts (if any) remaining in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account of the Debt Service Fund to pay debt service on the Bonds, and the Trustee shall thereafter close the Costs of Issuance Fund. Section 3.04. [Reserved]. Section 3.05. Issuance of Parity Debt. The Successor Agency may issue or incur Parity Debt on or after the date hereof to refund all or a portion of the Outstanding Bonds or other Parity Debt then outstanding, in such principal amount as shall be determined by the Successor Agency, subject to the satisfaction of the following conditions precedent: (a) no payment event of default hereunder, under any Parity Debt Instrument or under any Subordinate Debt Instrument shall have occurred and be continuing, and the Successor Agency shall otherwise be in compliance with all covenants set forth in this Indenture; (b) such Parity Debt shall be issued for savings in accordance with the requirements of Section 34177.5(a) of the Dissolution Act (or any comparable provision of any successor statute) and debt service on such refunding Parity Debt shall be less than or equal to the debt service on the existing Parity Debt to be refunded; (c) A Supplemental Indenture or Parity Debt Instrument shall have been adopted which shall (i) state the applicable reserve requirement and the amount, if any, to be deposited from the proceeds of sale of such Parity Debt in a separate account of the Reserve Fund or other debt service reserve account or fund as provided in such Supplemental Indenture or Parity Debt Instrument, to be held as separate security for such series of Parity Debt; (ii) designate accounts and subaccounts within the Debt Service Fund, including within the Reserve Fund if

Page 216 of 635 ends

-26-
applicable, to be used in connection with such Parity Debt; and (iii) set forth such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof; (d) principal with respect to such Parity Debt shall be paid on September 1 in any year in which such principal is payable, and interest on such Parity Debt shall be payable on March 1 and September 1; and (e) the Successor Agency shall deliver to the Trustee a Written Certificate of the Successor Agency certifying that the conditions precedent to the issuance of such Parity Debt set forth in subsections (a) and (b) above have been satisfied. Section 3.06. Issuance of Subordinate Debt. The Successor Agency may issue or incur Subordinate Debt in such principal amount as shall be determined by the Successor Agency.

Page 217 of 635 ends

-27-
ARTICLE IV SECURITY OF BONDS; FLOW OF FUNDS Section 4.01. Security of Bonds; Equal Security. Except as provided in Section 6.06, the Bonds and any other Parity Debt shall be equally secured by a pledge of, security interest in and lien on all of the Subordinate Pledged Tax Revenues, including all of the Subordinate Pledged Tax Revenues in the Special Fund. The Bonds shall be equally secured by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account and the Redemption Account, without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. The Bonds shall be also equally secured by the pledge and lien created with respect to the Bonds by Section 34177.5(g) of the Law on moneys deposited from time to time in the Redevelopment Property Tax Trust Fund, subject to the senior lien for payment of Senior Debt Service. To enhance the security of the Prior Bonds, in 2014 the Successor Agency, the Contra Costa County Auditor-Controller and the Trustee entered into the Custody Agreement whereby the Contra Costa County Auditor- Controller transfers all amounts in the RPTTF to which the Successor Agency is entitled pursuant to the Dissolution Act and each California State Department of Finance approved ROPS. Under the Custody Agreement, after satisfying the requirements for deposit into the funds and accounts established for the Senior 1999 Bonds, the Trustee is instructed to remit to the Successor Agency the remainder of the moneys received, which constitute the Subordinate Pledged Tax Revenues pledged hereunder. The Bonds shall be additionally secured by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Reserve Fund established by Section 4.03(d). Any subaccounts in the Reserve Fund created in the future in connection with the issuance of Parity Debt, shall only secure such Parity Debt unless otherwise provided in the Supplemental Indenture or Parity Debt Instrument. Except for the Subordinate Pledged Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest on the Bonds. The pledge of amounts set forth in the preceding paragraphs shall be on a parity with the pledge of such amounts to (A) the Insurer and (B) a credit provider as security for an obligation under a written agreement between the Successor Agency and the credit provider to reimburse the credit provider for amounts paid under or pursuant to a credit facility for the payment of the principal amount or purchase price of and/or interest on any Bonds. For purposes of Section 3.05, the repayment obligations described in the preceding sentence shall be deemed to be payable at the scheduled amount due on the related Bonds. Notwithstanding any other provisions of this Indenture, repayment obligations described in the second preceding sentence shall be payable from the Special Fund. In consideration of the acceptance of the Bonds by those who shall hold the same from time to time, this Indenture shall be deemed to be and shall constitute a contract between the Successor Agency and the Owners from time to time of the Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Successor Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the

Page 218 of 635 ends

-28-
others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. Section 4.02. Special Fund; Deposit of Subordinate Pledged Tax Revenues. Section 34172 of the Dissolution Act provides that, for purposes of Section 16 of Article XVI of the State Constitution, the Redevelopment Property Tax Trust Fund shall be deemed to be a special fund of the Successor Agency to pay the debt service on indebtedness incurred by the Former Agency or the Successor Agency to finance or refinance the redevelopment projects of the Former Agency. The Successor Agency has heretofore established the Redevelopment Obligation Retirement Fund required by Section 34170.5(a) of the Law as a Special Fund of the Successor Agency. The Successor Agency hereby covenants and agrees to hold the Special Fund as an account within Redevelopment Obligation Retirement Fund and to continue to hold and maintain the Redevelopment Obligation Retirement Fund and the Special Fund so long as any of the Bonds are Outstanding or any Parity Debt remains outstanding. The Successor Agency shall deposit all of the Subordinate Pledged Tax Revenues received with respect to any Bond Year into the Special Fund promptly upon receipt thereof by the Successor Agency. Within 5 business days of receipt, the Agency shall withdraw from the Special Fund and transfer to the Trustee an amount which is equal to the aggregate amount of such principal, interest and prepayment premium, if any, for deposit into the Interest Account, the Principal Account, the Sinking Account, the Reserve Fund (and any subaccounts therein) and the Redemption Account in such Bond Year pursuant to Section 4.03 hereof and, if applicable, and (ii) with respect to any Parity Debt other than additional Bonds pursuant to the terms of the applicable Parity Debt Instrument. The Successor Agency may take into account any funds on deposit with the Trustee for the payment of the Bonds in the ROPS period covered by the deposit. Notwithstanding the foregoing and the deposit requirements set forth in Section 4.03, the Successor Agency may direct the Trustee to satisfy the requirements for deposit into the funds and accounts established hereunder for payment of the Bonds from Subordinate Pledged Tax Revenues pledged hereunder by utilizing the direct receipt and payment arrangement set forth in the Custody Agreement. Section 4.03. Deposit of Amounts by Trustee. There is hereby established a trust fund to be known as the Debt Service Fund, which shall be held by the Trustee hereunder in trust. Moneys in the Special Fund transferred by the Successor Agency to the Trustee shall be deposited upon receipt by the Trustee in the following respective special accounts, which are hereby established in the Debt Service Fund, and in the following order of priority (provided further that, if on the fifth (5th) Business Day prior to the date the Successor Agency is required to transfer amounts on deposit in the Special Fund to the Trustee there are not amounts on deposit therein sufficient to make the following deposits, taking into accounts amounts required to be transferred with respect to Parity Debt other than Bonds, the Successor Agency shall immediately notify the Trustee of the amount of any such insufficiency): (a) Interest Account. Into the Interest Account an amount which, when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. All

Page 219 of 635 ends

-29-
moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable. (b) Principal Account. Into the Principal Account an amount which, when added to the amount then contained in the Principal Account, will be equal to the principal becoming due and payable on the Outstanding Bonds on such date. No such deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal to become due on the next September 1 on all of the Outstanding Bonds. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds as it shall become due and payable. (c) Sinking Account. Into the Sinking Account an amount which, when added to the amount then contained in the Sinking Account, will be equal to the aggregate principal amount of the Term Bonds required to be redeemed on the next March 1 or September 1, as applicable. All moneys on deposit in the Sinking Account shall be used and withdrawn by the Trustee for the sole purpose of paying the principal of the Term Bonds as it shall become due and payable. (d) Reserve Account. There is hereby established in the Debt Service Fund a separate account known as the “Reserve Account” solely as security for payments of the Bonds payable by the Successor Agency pursuant to this Section 4.03, which shall in each case be held by the Trustee in trust for the benefit of the Owners of the Bonds. The Reserve Requirement for the Bonds shall be satisfied by the delivery of the Reserve Policy by the Insurer on the Closing Date with respect to the Bonds. The Successor Agency will have no obligation to replace the Reserve Policy or to fund the Reserve Account with cash if, at any time that the Bonds are Outstanding, any rating assigned to the Insurer is downgraded, suspended or withdrawn or amounts are not available under the Reserve Policy, other than in connection with a draw on the Reserve Policy. The amounts available under the Reserve Policy shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account, the Principal Account and the Sinking Account in such order of priority, in the event of any deficiency at any time in any of such accounts with respect to the payment of debt service on the Bonds. In no event shall amounts in the Reserve Account (exclusive of subaccounts therein, which shall be applied in accordance with the terms of the Supplemental Indenture providing for Parity Debt) be applied to payment of any Parity Debt other than Bonds. Except as provided above, the amount on deposit in the Reserve Account (or applicable subaccount therein) shall be maintained at the [respective] Reserve Requirement at all times prior to the payment of the applicable series of Bonds in full. If there shall then not be sufficient Subordinate Pledged Tax Revenues to transfer an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account (or applicable subaccount therein), the Successor Agency shall be obligated to continue making transfers as Subordinate Pledged Tax Revenues become available until there is an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account (or applicable subaccount therein) . No such transfer and deposit need be made to the Reserve Account (or applicable subaccount therein) so long as there shall be on deposit therein a sum at least equal to the Reserve Requirement.

Page 220 of 635 ends

-30-
All money in the Reserve Account (or applicable subaccount therein) shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account, the Principal Account and Sinking Account, in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds then Outstanding, except that so long as the Successor Agency is not in default hereunder or under any Parity Debt Instrument, any amount in the Reserve Account or subaccount thereof in excess of the applicable Reserve Requirement shall be withdrawn from the applicable Reserve Account semiannually on or before two (2) Business Days preceding each March 1 and September 1 by the Trustee and deposited in the Interest Account (or applicable subaccount therein) or applied pro rata in accordance with any applicable provision of a Parity Debt Instrument. On the Business Day preceding the final Interest Payment Date for a series of Bonds (or multiple series of Bonds issued under this Indenture or a single Parity Debt Instrument), all amounts held in the applicable subaccount of the Reserve Account shall be withdrawn from the Reserve Account, or such applicable subaccount of the Reserve Account and shall be transferred to the applicable subaccounts of the Interest Account, the Principal Account and Sinking Account, in such order, for such series of Bonds, to the extent required to make the deposits then required to be made pursuant to this Section 4.03 or applied pro rata in accordance with any applicable provision of a Parity Debt Instrument. The Successor Agency shall have the right at any time to direct the Trustee to release funds from the Reserve Account or subaccount thereof, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Account Credit Instrument, and (ii) an opinion of Bond Counsel stating that neither the release of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will cause interest on the Bonds or any Parity Debt the interest on which is excluded from gross income of the owners thereof for federal income tax purposes to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, and upon delivery by the Successor Agency to the Trustee of written calculation of the amount permitted to be released from the Reserve Account or applicable subaccount thereof (upon which calculation the Trustee may conclusively rely), the Trustee shall transfer such funds from the Reserve Account or subaccount thereof to the Successor Agency to be applied in accordance with the Law. The Trustee shall comply with the terms of any such Qualified Reserve Account Credit Instrument delivered to and accepted by it, as may be applicable to it and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under this paragraph (d). Upon the expiration of any Qualified Reserve Account Credit Instrument, the Successor Agency shall either (i) replace such Qualified Reserve Account Credit Instrument with a new Qualified Reserve Account Credit Instrument, or (ii) deposit or cause to be deposited with the Trustee an amount of funds equal to the applicable Reserve Requirement, to be derived from the first legally available Subordinate Pledged Tax Revenues. If the applicable Reserve Requirement is being maintained partially in cash and partially with a Qualified Reserve Account Credit Instrument, the cash shall be first used to meet any deficiency which may exist from time to time in the Interest Account, the Principal Account of the Sinking Account for the purpose of making payments required pursuant to Sections 4.03(a), 4.03(b) or 4.03(c) of this Indenture. If the Reserve Requirement is being maintained with two or more Qualified Reserve Account Credit Instruments, any draw to meet a deficiency which may exist from time to time in the Interest Account, the Principal Account or the Sinking Account for the purpose of making payments required pursuant to Sections 4.03(a),

Page 221 of 635 ends

-31-

4.03(b) or 4.03(c) of this Indenture shall be pro-rata with respect to each such instrument. The prior written consent of the Insurer shall be a condition precedent to the deposit of any Qualified Reserve Account Credit Instrument provided in lieu of a cash deposit into the Reserve Account (other than with respect to any separate subaccount established in the Reserve Account as separate security for any future issue of Parity Debt). The Reserve Account shall be maintained in the form of one or more separate sub-accounts which are established for the purpose of holding the proceeds of separate issues of any Parity Debt in conformity with applicable provisions of the Code to the extent directed by the Successor Agency in writing to the Trustee. Separate series of Parity Debt may be secured by common sub-accounts of the Reserve Account as provided in one or more Supplemental Indentures and/or Parity Debt Instruments from time to time. (e) Redemption Account. On or before the Business Day preceding any date on which Bonds are to be redeemed pursuant to Section 2.03(a) or (c), other than mandatory Sinking Account redemption of Term Bonds, the Trustee shall withdraw from the Debt Service Fund any amount transferred by the Successor Agency pursuant to Section 2.03(a) or (c) for deposit in the Redemption Account, such amount being the amount required to pay the principal of and premium, if any, on the Bonds to be redeemed on such date pursuant to Section 2.03(a) or (c). All moneys in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of and premium, if any, on the Bonds to be redeemed pursuant to Section 2.03(a) or (c) on the date set for such redemption, other than mandatory Sinking Account redemption of Term Bonds. Interest due on Bonds to be redeemed on the date set for redemption shall, if applicable, be paid from funds available therefor in the Interest Account. All Subordinate Pledged Tax Revenues received by the Successor Agency in excess of the amount required to pay debt service on the Bonds and any other Parity Debt in any Bond Year, and except as may be provided to the contrary in this Indenture or other Parity Debt Instrument, shall be released from the pledge and lien hereunder and shall be applied in accordance with the Law, including but not limited to the payment of debt service on any Subordinate Debt. Prior to the payment in full of the principal of and interest and redemption premium (if any) on the Bonds and the payment in full of all other amounts payable hereunder and under any Supplemental Indentures or Parity Debt Instruments, the Successor Agency shall not have any beneficial right or interest in the moneys on deposit in the Special Fund, except as may be provided in this Indenture and in any Supplemental Indenture or any Parity Debt Instrument. Section 4.04. Provisions Relating to Insurance Policy. So long as the Insurance Policy remains in effect, the Successor Agency and the Trustee shall comply with all of the terms and provisions set forth in Exhibit C relating to the Insurer and the Insurance Policy. Such provisions are hereby incorporated into this Indenture by this reference, and shall control and supersede any conflicting or inconsistent provisions in this Indenture. Section 4.05. Provisions Relating to Reserve Policy. So long as the Reserve Policy remains in effect, the Successor Agency and the Trustee shall comply with all of the terms and

Page 222 of 635 ends

-32-
provisions set forth in Exhibit D relating to the Insurer and the Reserve Policy. Such provisions are hereby incorporated into this Indenture by this reference, and shall control and supersede any conflicting or inconsistent provisions in this Indenture.

Page 223 of 635 ends

-33-
ARTICLE V OTHER COVENANTS OF THE SUCCESSOR AGENCY Section 5.01. Punctual Payment. The Successor Agency shall punctually pay or cause to be paid the principal and interest to become due in respect of all the Bonds together with the premium thereon, if any, in strict conformity with the terms of the Bonds and of this Indenture. The Successor Agency shall faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures and the Bonds. Nothing herein contained shall prevent the Successor Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to herein. Section 5.02. Limitation on Additional Indebtedness; Against Encumbrances. The Successor Agency hereby covenants that, so long as the Bonds are Outstanding, the Successor Agency shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable from all or any part of the Subordinate Pledged Tax Revenues, excepting only as provided in this Section 3.05. The Successor Agency hereby covenants that it will not otherwise encumber, pledge or place any charge or lien upon any of the Subordinate Pledged Tax Revenues or other amounts pledged to the Bonds superior or on parity to the pledge and lien herein created for the benefit of the Bonds, other than any Parity Debt issued or incurred in accordance with Section 3.05 hereof. Nothing herein shall prevent the Successor Agency from issuing or incurring Subordinate Debt. Any Subordinate Debt that is issued as bonds or incurred in the form of a loan shall be payable on the same dates as the Bonds. Section 5.03. Extension of Payment. The Successor Agency will not, directly or indirectly, extend or consent to the extension of the time for the payment of any Bond or claim for interest on any of the Bonds and will not, directly or indirectly, be a party to or approve any such arrangement by purchasing or funding the Bonds or claims for interest in any other manner. In case the maturity of any such Bond or claim for interest shall be extended or funded, whether or not with the consent of the Successor Agency, such Bond or claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Section 5.04. Payment of Claims. The Successor Agency shall promptly pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Successor Agency or upon the Subordinate Pledged Tax Revenues or other amounts pledged to the payment of the Bonds, or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said claims. Section 5.05. Books and Accounts; Financial Statements. The Successor Agency shall at all times keep, or cause to be kept, proper and current books and accounts in which accurate entries are made of the financial transactions and records of the Successor Agency, which shall be subject to inspection by the Insurer at all times during normal business hours and upon reasonable notice by the Insurer to the Successor Agency. By March 31 after the close of each

Page 224 of 635 ends

-34-
Fiscal Year an Independent Certified Public Accountant shall prepare an audit of the financial transactions and records of the Successor Agency for such Fiscal Year. To the extent permitted by law, such audit may be included within the annual audited financial statements of the City. The Successor Agency shall furnish a copy of such financial statements to any Owner upon reasonable request of such Owner and at the expense of such Owner. The Trustee shall have no duty to review such audits. The Successor Agency agrees, consents and will cooperate in good faith to provide information reasonably requested by the Insurer and will further provide appropriately designated individuals and officers to discuss the affairs, finances and accounts of the Successor Agency or any other matter as the Insurer may reasonably request. The books and records of the Successor Agency shall at all times during normal business hours and upon reasonable notice be subject to inspection by the Insurer and any other issuer of a Qualified Reserve Fund Credit Instrument hereunder or their respective agents or representatives who have been duly authorized in writing. Section 5.06. Protection of Security and Rights of Owners. The Successor Agency will preserve and protect the security of the Bonds and the rights of the Owners. From and after their respective Closing Date, the Bonds shall be incontestable by the Successor Agency. Section 5.07. Payments of Taxes and Other Charges. Except as otherwise provided herein, the Successor Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Successor Agency or the properties then owned by the Successor Agency in the Project Area, or upon the revenues therefrom when the same shall become due. Nothing herein contained shall require the Successor Agency to make any such payment so long as the Successor Agency in good faith shall contest the validity of said taxes, assessments or charges. The Successor Agency will duly observe and conform with all valid requirements of any governmental authority relative to the Project Area or any part thereof. Section 5.08. Compliance with the Law; Recognized Obligation Payment Schedules. (a) General. The Successor Agency shall comply with all of the requirements of the Law and the Dissolution Act. Without limiting the generality of the foregoing, the Successor Agency covenants and agrees to file all required statements and hold all public hearings required under the Dissolution Act to assure compliance by the Successor Agency with its covenants hereunder. Further, it will take all actions required under the Dissolution Act to include (i) scheduled debt service on all Outstanding Bonds and any Parity Debt, any amount required under this Indenture or any Parity Debt Instrument to replenish the Reserve Fund (and any subaccounts therein) established hereunder or the reserve account established under any Parity Debt Instrument and any amount required under the Indenture to replenish the reserve account established under the Indenture, and (ii) amounts due to any provider of a municipal bond insurance policy, financial guaranty insurance policy or debt service reserve policy (including an issuer a Qualified Reserve Fund Credit Instrument hereunder or under a Parity Debt Instrument) with respect to any Bonds or any Parity Debt, including the Insurer,

Page 225 of 635 ends

-35-
(iii) amounts due to any provider of municipal bond insurance policy, financial guaranty insurance policy or debt service reserve policy delivered in connection with or pursuant to the Indenture, in Recognized Obligation Payment Schedules so as to enable the Auditor-Controller of the County of Contra Costa to distribute from the Redevelopment Property Tax Trust Fund to the Redevelopment Obligation Retirement Fund on each January 2 and June 1, as applicable, amounts required to enable the Successor Agency to pay (i) timely principal of (including any mandatory sinking fund redemption amount), and interest on, the Bonds and all Parity Debt on a timely basis, (ii) amounts owed to any provider of a municipal bond insurance policy, financial guaranty insurance policy or debt service reserve policy (including the Insurer or any other issuer a Qualified Reserve Fund Credit Instrument hereunder or under a Parity Debt Instrument), (iii) amounts due to any provider of municipal bond insurance policy, financial guaranty insurance policy or debt service reserve policy pursuant to the Indenture, and (iv) all other amounts payable hereunder or under a Parity Debt Instrument. The amounts received by the Successor Agency from the most recently approved Recognized Obligation Payment Schedule that otherwise would have been applied to the payment of debt service on the Prior Bonds, shall be applied as provided in Section 4.03 hereof to pay debt service on the Bonds. (b) ROPS Commencing Fiscal Year 2026-27. In order to accomplish the foregoing, not later than February 1 of each year commencing February 1, 2027, so long as any Bonds or Parity Debt are outstanding, the Successor Agency shall submit an Oversight Board-approved Recognized Obligation Payment Schedule to the State Department of Finance and to the Contra Costa County Auditor-Controller that provides for the distribution of the following amounts: (i) for distribution on June 1, the Senior Debt Service requirement and all debt service coming due and payable on all Outstanding Bonds and Parity Debt on the next succeeding September 1, less any amounts on deposit for payment of those obligations; (ii) for distribution on January 2, at least 50% (but, at the discretion of the Successor Agency, an amount up to 100%) of the Senior Debt Service and all debt service coming due and payable on all Outstanding Bonds and Parity Debt on the next succeeding March 1 and September 1; (iii) any amounts required to replenish the Reserve Fund (and any subaccounts therein), any reserve account established for the Senior 1999 Bonds ar under any Parity Debt Instrument and any reserve account established in connection with or pursuant to the Indenture; (iv) amounts due to the Insurer or any other issuer of a Qualified Reserve Fund Credit Instrument hereunder or under an insurance or surety bond agreement or otherwise required to replenish any reserve account established under this Indenture; and

Page 226 of 635 ends

-36-
(v) any amounts due and owing to any provider of a municipal bond insurance policy, financial guaranty insurance policy delivered in connection with or pursuant to the Indenture. If any amounts then due and payable to the Insurer under this Indenture are not included on any current Recognized Obligation Payment Schedule and the Successor Agency is then legally permitted to amend such Recognized Obligation Payment Schedule, the Successor Agency will submit to the Oversight Board and the State Department of Finance a request to amend such Recognized Obligation Payment Schedule to include such amounts then due and payable to the Insurer. The foregoing actions will include, without limitation, placing on the periodic Recognized Obligation Payment Schedule for approval by the Oversight Board and State Department of Finance the amounts to be held by the Successor Agency or the Trustee as a reserve until the next six-month period, as contemplated by Section 34171(d)(1)(A) of the Dissolution Act, that are necessary to timely comply with the provisions of this Indenture. (c) Change in Dissolution Act Provisions. In the event the provisions set forth in the Dissolution Act as of the Closing Date of the Bonds that relate to the filing of Recognized Obligation Payment Schedules are amended or modified in any manner, the Successor Agency agrees to take all such actions as are necessary to comply with such amended or modified provisions so as to ensure the timely payment of debt service on the Bonds and Parity Debt and, if the timing of distributions of the Redevelopment Property Tax Trust Fund is changed, the receipt of moneys required to pay debt service in each Bond Year in the amounts and not later than the dates set forth above. Section 5.09. [Reserved]. Section 5.10. Dissolution Act Invalid; Maintenance of Subordinate Pledged Tax Revenues. In the event that the applicable property tax revenues provisions of the Dissolution Act are determined by a court in a final judicial decision to be invalid and, in place of the invalid provisions, provisions of the Law or the equivalent become applicable to the Bonds, the Successor Agency shall comply with all requirements of the Law or the equivalent to insure the allocation and payment to it of the Subordinate Pledged Tax Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of the County and, in the case of amounts payable by the State, appropriate officials of the State. Section 5.11. No Arbitrage. The Successor Agency shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Series A Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Series A Bonds would have caused the Series A Bonds to be “arbitrage bonds” within the meaning of section 148 of the Code. Section 5.12. Private Activity Bond Limitation. The Successor Agency shall assure that the proceeds of the Series A Bonds are not so used as to cause the Series A Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code.

Page 227 of 635 ends

-37-
Section 5.13. Federal Guarantee Prohibition. The Successor Agency shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Series A Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Code. Section 5.14. Rebate Requirement. The Successor Agency shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Series A Bonds. Section 5.15. Maintenance of Tax-Exemption. The Successor Agency shall take all actions necessary to assure the exclusion of interest on the Series A Bonds from the gross income of the Owners of the Series A Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Series A Bonds. Section 5.16. Continuing Disclosure. The Successor Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the Successor Agency to comply with the Continuing Disclosure Certificate shall not be an Event of Default hereunder. However, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Successor Agency to comply with its obligations under this Section 5.16. Section 5.17. Meet and Confer; Recognized Obligation Payment Schedule. The Successor Agency shall provide the Insurer with copies of all Recognized Obligation Payment Schedules submitted and any and all correspondence received from the State Department of Finance relating to or which could affect payments on the Bonds upon receipt, except for requests for copies of agreements or other supporting documentation by the State Department of Finance to support a Recognized Obligation Payment Schedule submitted by the Successor Agency. Documents posted by the State Department of Finance under their existing procedures on the State Department of Finance website shall meet this requirement. In the event that the Successor Agency is a party to a meet and confer with the State Department of Finance that relates to the payment of debt service on or security for the Bonds, or the Reserve Policy Costs, the Successor Agency shall notify the Insurer and, if the subject of the meet and confer could prevent timely payment of or impair the security for the Bonds or Reserve Policy Costs, the Insurer shall have the right to participate in the meet and confer process either by appearance with the Successor Agency at the meet and confer or through written submission as the Insurer determines in its discretion. In the event the Successor Agency receives a Recognized Obligation Payment Schedule denial, whether relating to the Bonds or not, and such denial could prevent timely and full payment of debt service on, or impair the security for, the Bonds or Reserve Policy Costs, the Successor Agency agrees to cooperate in good faith with the Insurer and the Insurer shall receive prompt notice of any such event and shall be permitted to attend any meetings with the Successor Agency and the State Department of Finance and to discuss such matters with the State Department of Finance directly. Section 5.18. Further Assurances. The Successor Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this

Page 228 of 635 ends

-38-
Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture. ARTICLE VI THE TRUSTEE Section 6.01. Appointment of Trustee. The Bank of New York Mellon Trust Company, N.A. is hereby appointed Trustee by the Agency for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The Agency will maintain a Trustee which is qualified under the provisions of the foregoing provisions of this Article VI so long as any Bonds are Outstanding. Section 6.02. Acceptance of Trusts; Removal and Resignation of Trustee. The Trustee hereby accepts the express trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: (a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in this Indenture and no implied duties or covenants shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a reasonable corporate trustee would exercise or use. (b) The Successor Agency may remove the Trustee upon 30 days’ prior notice, unless an Event of Default has occurred and is then continuing, and shall remove the Trustee (a) if at any time requested to do so by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (b) if at any time the Trustee ceases to be eligible in accordance with Section 6.02, or becomes incapable of acting, or is adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property is appointed, or any public officer takes control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. Any such removal shall be made upon at least 30 days’ prior written notice to the Trustee. (c) The Trustee may at any time resign by giving written notice of such resignation to the Successor Agency and the City, and by giving the Bond Owners notice of such resignation by mail at the addresses shown on the Registration Books. (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. In the event of the removal or resignation of the Trustee under subsections (b) or (c), respectively, the Successor Agency shall promptly appoint a successor Trustee.

Page 229 of 635 ends

-39-
If no successor Trustee has been appointed and accepted appointment within 45 days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture, must signify its acceptance of such appointment by executing and delivering to the Successor Agency and to its predecessor Trustee a written acceptance thereof, and after payment by the Successor Agency of all unpaid fees and expenses of the predecessor Trustee, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Successor Agency or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to the Leased Property held by such predecessor Trustee under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Successor Agency shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Successor Agency shall promptly mail or cause the successor trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating Successor Agency which is then rating the Bonds and to the Bond Owners at the addresses shown on the Registration Books. If the Successor Agency fails to mail such notice within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Successor Agency. (e) Any Trustee appointed under this Indenture shall be a corporation or banking association organized and doing business under the laws of any state or the United States of America or the District of Columbia, shall be authorized under such laws to exercise trust powers, shall have (or, in the case of a corporation or association that is a member of a bank holding company system, the related bank holding company has) a combined capital and surplus of at least $75,000,000, and shall be subject to supervision or examination by a federal or state Successor Agency, so long as any Bonds are Outstanding. If such corporation or association publishes a report of condition at least annually under law or to the requirements of any supervising or examining Successor Agency above referred to, then for the purpose of this subsection (e), the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If

Page 230 of 635 ends

-40-
the Trustee at any time ceases to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in this Section. (f) The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which accurate entries shall be made of all transactions made by it relating to the proceeds of Bonds and all funds and accounts established under this Indenture. The Trustee shall make such books of record and account available for inspection by the City, during business hours, upon reasonable notice, and under reasonable circumstances. Section 6.03. Merger or Consolidation.Any bank, federal savings association, or trust company into which the Trustee may be merged or converted or with which it may be consolidated or any bank, federal savings association, or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, federal savings association, or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, federal savings association, or trust company shall be eligible under subsection (e) of Section 6.02 shall be the successor to such Trustee, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 6.04. Liability of Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Successor Agency, and the Trustee shall not assume responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of this Indenture, the Bonds or the Lease (including any right to receive moneys thereunder or the value of or title to the premises upon which the Leased Property is located), nor shall the Trustee incur any responsibility in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations of Trustee herein or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence. The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee, and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bond Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) The Trustee is not liable for any error of judgment made by a responsible officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts. Permissive rights of the Trustee shall not be construed as duties. (c) The Trustee is not liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Owners of a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture or assigned to it under the Assignment Agreement. (d) The Trustee is not liable for any action taken by it and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

Page 231 of 635 ends

-41-
(e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder, or any other event which, with the passage of time, the giving of notice, or both, would constitute an Event of Default hereunder unless and until it shall have actual knowledge thereof, or a corporate trust officer shall have received written notice thereof at its Office from the City, the Successor Agency or the Owners of at least 25% in aggregate principal amount of the Outstanding Bonds. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by the Successor Agency or the City of any of the terms, conditions, covenants or agreements herein, under the Lease or the Bonds or of any of the documents executed in connection with the Bonds, or as to the existence of a default or an Event of Default or an event which would, with the giving of notice, the passage of time, or both, constitute an Event of Default. The Trustee is not responsible for the validity, effectiveness or priority of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain or inquire as to the performance or observance by the City or the Successor Agency of the terms, conditions, covenants or agreements set forth in the Lease, other than the covenants of the City to make Lease Payments to the Trustee when due and to file with the Trustee when due, such reports and certifications as the City is required to file with the Trustee thereunder. (f) No provision of this Indenture requires the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. (g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents, receivers or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, receiver or attorney appointed with due care by it hereunder. (h) The Trustee has no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of the Bond Owners under this Indenture, unless such Owners have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities (including but not limited to fees and expenses of its attorneys) which might be incurred by it in compliance with such request or direction. No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy. (i) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to the provisions of Section 6.02(a), this Section 6.04 and Section 6.05, and shall be applicable to the assignment of any rights under the Lease to the Trustee under the Assignment Agreement. (j) The Trustee is not accountable to anyone for the subsequent use or application of any moneys which are released or withdrawn in accordance with the provisions hereof. (k) The Trustee makes no representation or warranty, expressed or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for any particular purpose for the use contemplated by the Successor Agency or the City of the Leased Property. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection

Page 232 of 635 ends

-42-
with or arising from the Lease or this Indenture for the existence, furnishing or use of the Leased Property. (l) The Trustee has no responsibility with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds. (m) The Trustee is authorized and directed to execute the Assignment Agreement in its capacity as Trustee hereunder. (n) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include, but not be limited to, acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. Section 6.05. Right to Rely on Documents. The Trustee shall be protected and shall incur no liability in acting or refraining from acting in reliance upon any notice, resolution, request, consent, order, certificate, report, opinion, bonds or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Trustee is under no duty to make any investigation or inquiry as to any statements contained or matter referred to in any paper or document but may accept and conclusively rely upon the same as conclusive evidence of the truth and accuracy of any such statement or matter and shall be fully protected in relying thereon. The Trustee may consult with counsel, who may be counsel of or to the Successor Agency, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Trustee may treat the Owners of the Bonds appearing in the Registration Books as the absolute owners of the Bonds for all purposes and the Trustee shall not be affected by any notice to the contrary. Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee deems it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate, Written Request or Written Requisition of the Successor Agency or the City, and such Written Certificate, Written Request or Written Requisition shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Indenture in reliance upon such Written Certificate, Written Request or Written Requisition, and the Trustee shall be fully protected in relying thereon, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Trustee an incumbency certificate listing

Page 233 of 635 ends

-43-
officers with the Successor Agency to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the City. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. Section 6.06. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its respective possession and in accordance with its retention policy then in effect and shall, upon reasonable notice to Trustee, be subject to the inspection of the Successor Agency, the City and any Bond Owner, and their agents and representatives duly authorized in writing, during business hours and under reasonable conditions as agreed to by the Trustee. Section 6.07. Compensation and Indemnification. The Successor Agency shall pay to the Trustee from time to time, on demand, the compensation for all services rendered under this Indenture and also all reasonable expenses, advances (including any interest on advances), charges, legal (including outside counsel and the allocated costs of internal attorneys) and consulting fees and other disbursements, incurred in and about the performance of its powers and duties under this Indenture. The Successor Agency shall indemnify the Trustee, its officers, directors, employees and agents against any cost, loss, liability or expense whatsoever (including but not limited to fees and expenses of its attorneys) incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust and this Indenture, including costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder or under the Assignment Agreement or the Lease. The rights of the Trustee and the obligations of the Successor Agency under this Section 6.07 shall survive the resignation or removal of the Trustee or the discharge of the Bonds and this Indenture and the Lease.

Page 234 of 635 ends

-44-
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liabilities in the performance of any of its duties hereunder, or in the exercise of its rights or powers. Section 6.07. Deposit and Investment of Moneys in Funds. Moneys in the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account, the Redemption Account, the Reserve Fund (and any subaccounts therein) and the Costs of Issuance Fund shall be invested by the Trustee in Permitted Investments as directed by the Successor Agency in the Written Request of the Successor Agency filed with the Trustee at least two (2) Business Days in advance of the making of such investments. In the absence of any such Written Request of the Successor Agency, the Trustee shall hold such funds uninvested. The Trustee shall be entitled to rely conclusively upon the written instructions of the Successor Agency directing investments in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further investigation with respect thereto. Moneys in the Redevelopment Obligation Retirement Fund and the Special Fund may be invested by the Successor Agency in any obligations in which the Successor Agency is legally authorized to invest its funds. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be deposited in the Interest Account; provided, however, that all interest or gain from the investment of amounts in the Reserve Fund (and any subaccounts therein) shall be deposited by the Trustee in the Interest Account only to the extent not required to cause the balance in the Reserve Fund to equal the applicable Reserve Requirement. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made at the direction of the Successor Agency or otherwise made pursuant to this Section. The Successor Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Successor Agency the right to receive brokerage confirmations of security transactions as they occur, the Successor Agency specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Successor Agency periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder. All moneys held by the Trustee shall be held in trust, but need not be segregated from other funds unless specifically required by this Indenture. Except as specifically provided in this Indenture, the Trustee shall not be liable to pay interest on any moneys received by it, but shall be liable only to account to the Successor Agency for earnings derived from funds that have been invested. The Successor Agency covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. The Trustee has no duty in connection with the determination of Fair Market Value other than to follow the investment directions of the Successor Agency in any Written Certificate or Written Request of the Successor Agency. Section 6.08. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance

Page 235 of 635 ends

-45-
with corporate trust industry standards, in which accurate entries shall be made of all transactions of the Trustee relating to the proceeds of the Bonds made by it and all funds and accounts held by the Trustee established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Successor Agency and the Insurer upon reasonable prior notice, at reasonable hours and under reasonable circumstances. The Trustee shall furnish to the Successor Agency, at least monthly, an accounting of all transactions in the form of its customary statements relating to the proceeds of the Bonds and all funds and accounts held by the Trustee pursuant to this Indenture. Section 6.09. Appointment of Co-Trustee or Agent. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate co-trustee. The following provisions of this Section 6.09 are adopted to these ends. In the event that the Trustee shall appoint an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of them; provided, however, in no event shall the Trustee be responsible or liable for the acts or omissions of any co-trustee. Should any instrument in writing from the Successor Agency be required by the separate trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Successor Agency. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee. Section 6.10. Other Transactions with Successor Agency. The Trustee, either as principal or agent, may engaged in or be interested in any financial or other transaction with the Successor Agency. ARTICLE VII MODIFICATION OR AMENDMENT OF THIS INDENTURE

Page 236 of 635 ends

-46-
Section 7.01. Amendment With And Without Consent of Owners. This Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption and without the consent of any Owners, to the extent permitted by law and only for any one or more of the following purposes: (a) to add to the covenants and agreements of the Successor Agency in this Indenture contained, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Successor Agency; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Successor Agency may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not, in the reasonable determination of the Successor Agency, materially adversely affect the interests of the Owners; or (c) to amend any provision hereof relating to the requirements of or compliance with the Code, to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exemption from federal income taxation of interest on any of the Bonds, in the opinion of Bond Counsel; or (d) to amend the Recognized Obligation Debt Service Payment Schedule set forth in Exhibit B to take into account the redemption of any Bond prior to its maturity; or (e) to provide for the issuance of Parity Debt pursuant to a Supplemental Indenture in accordance with Section 3.05. Except as set forth in the preceding paragraph, this Indenture and the rights and obligations of the Successor Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall become binding with the consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premium, (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, or (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification. In no event shall any Supplemental Indenture modify any of the rights or obligations of the Trustee without its prior written consent. In addition, the Trustee shall be entitled to an opinion of counsel concerning the Supplemental Indenture’s lack of any material adverse effect on the Owners. Section 7.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Page 237 of 635 ends

-47-
Section 7.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any amendment or modification hereof pursuant to this Article VII, the Successor Agency may determine that any or all of the Bonds shall bear a notation, by endorsement in form approved by the Successor Agency, as to such amendment or modification and in that case upon demand of the Successor Agency the Owners of such Bonds shall present such Bonds for that purpose at the Principal Corporate Trust Office of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the Successor Agency may determine that new Bonds shall be prepared at the expense of the Successor Agency and executed in exchange for any or all of the Bonds, and in that case, upon demand of the Successor Agency, the Owners of the Bonds shall present such Bonds for exchange at the Trust Office of the Trustee, without cost to such Owners. Section 7.04. Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond. Section 7.05. Trustee’s Reliance. The Trustee may conclusively rely, and is protected in relying, upon a Written Certificate of the Successor Agency and an opinion of Bond Counsel stating that all requirements of this Indenture relating to the amendment or modification hereof have been satisfied and that such amendments or modifications do not materially adversely affect the interests of the Bond Owners. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF OWNERS Section 8.01. Events of Default and Acceleration of Maturities. The following events shall constitute Events of Default hereunder: (a) if default shall be made by the Successor Agency in the due and punctual payment of the principal of or interest on any Bond or any Parity Debt when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made by the Successor Agency in the observance of any of the covenants, agreements or conditions on its part in this Indenture, in the Bonds or any Parity Debt Instrument contained, other than a default described in the preceding clause (a), and such default shall have continued for a period of thirty (30) days following receipt by the Successor Agency of written notice from the Trustee or any Owner of the occurrence of such default, provided that if in the reasonable opinion of the Successor Agency the failure stated in the notice can be corrected, but not within such 30 day period, such failure will not constitute an event of default if corrective action is instituted by the Successor Agency within such 30 day period and the Successor Agency thereafter diligently and in good faith cures such failure in a reasonable period of time; or (c) If the Successor Agency files a petition seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction will approve a petition seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will approve a petition, seeking

Page 238 of 635 ends

-48-
reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or, if under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of the Successor Agency or of the whole or any substantial part of its property. If an Event of Default has occurred under this Section and is continuing, the Trustee may, or, if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding the Trustee shall, (a) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding, and (b) the Trustee shall, subject to the provisions of Section 8.06, exercise any other remedies available to the Trustee and the Bond Owners in law or at equity. Immediately upon receiving notice or actual knowledge of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the Successor Agency by telephone promptly confirmed in writing. Such notice shall also state whether the principal of the Bonds shall have been declared to be or have immediately become due and payable. With respect to any Event of Default described in clauses (a) or (c) above the Trustee shall, and with respect to any Event of Default described in clause (b) above the Trustee in its sole discretion may, also give such notice to the Owners by mail, which shall include the statement that interest on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee shall have declared the Bonds to become due and payable pursuant to the preceding paragraph (but only to the extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on such date). This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Successor Agency shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law), and the reasonable fees and expenses of the Trustee, (including the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel) and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee shall promptly give written notice of the foregoing to the Owners of all Bonds then Outstanding, and the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Successor Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. Section 8.02. Application of Funds Upon Acceleration. All of the Subordinate Pledged Tax Revenues and all sums in the funds and accounts established and held by the Trustee hereunder upon the date of the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid:

Page 239 of 635 ends

-49-
First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in this Article VIII, including reasonable compensation to its agents, attorneys (including the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel) and counsel and any outstanding fees, expenses of the Trustee; Second, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the net effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue installments of principal and interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest; and Third, to the payment of any amounts due to any provider of a municipal bond or financial guaranty insurance policy with respect to any Bonds, including the Insurer. Section 8.03. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Section 8.04. Limitation on Owner's Right to Sue. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision

Page 240 of 635 ends

-50-
of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds. The right of any Owner of any Bond to receive payment of the principal of and interest on such Bond as herein provided, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture. Section 8.05. Non-Waiver. Nothing in this Article VIII or in any other provision of this Indenture or in the Bonds, shall affect or impair the obligation of the Successor Agency, which is absolute and unconditional, to pay from the Subordinate Pledged Tax Revenues and other amounts pledged hereunder, the principal of and interest on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners or the Trustee to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. A waiver of any default by any Owner or the Trustee shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Owners and the Trustee by the Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Owners and the Trustee. If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the Owners or the Trustee, the Successor Agency, the Trustee and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 8.06. Actions by Trustee as Attorney-in-Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact, provided, however, the Trustee shall have no duty or obligation to exercise any such right or remedy unless it has been indemnified to its satisfaction from any loss, liability or expense (including fees and expenses of its outside counsel and the allocated costs and disbursements of its in-house counsel to the extent such services are not redundant with those provided by outside counsel). Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. ARTICLE IX

Page 241 of 635 ends

-51-
MISCELLANEOUS Section 9.01. Benefits Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Successor Agency, the Trustee, the Insurer and the Owners, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Successor Agency shall be for the sole and exclusive benefit of the Trustee, the Insurer and the Owners. Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Indenture or any Supplemental Indenture either the Successor Agency or the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the Successor Agency or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Defeasance of Bonds. If the Successor Agency shall pay and discharge the entire indebtedness on all Bonds or any portion thereof in any one or more of the following ways: (i) by well and truly paying or causing to be paid the principal of and interest on all or the applicable portion of Outstanding Bonds, as and when the same become due and payable; or (ii) by irrevocably depositing with the Trustee or an escrow agent, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Indenture, is fully sufficient to pay all or a portion of Outstanding Bonds, including all principal and interest, or; (iii) by irrevocably depositing with the Trustee or an escrow agent, Defeasance Obligations in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to this Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or a portion thereof (including all principal and interest) at or before maturity; or (iv) by purchasing such Bonds prior to maturity and tendering such Bonds to the Trustee for cancellation; then, at the election of the Successor Agency, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Subordinate Pledged Tax Revenues and other funds provided for in this Indenture and all other obligations of the Trustee and the Successor Agency under this Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable, with respect to that portion of the Bonds which has been paid and discharged, except only (a) the covenants of the Successor Agency hereunder with respect to the Code, (b) the obligation of the Trustee to transfer and exchange Bonds hereunder, (c) the obligations of the Successor Agency under Section 6.06 hereof, and (d) the obligation of the Successor Agency to pay or cause to be paid to the Owners, from the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses and costs of the Trustee. In the event the Successor Agency shall, pursuant to the foregoing

Page 242 of 635 ends

-52-
provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trustee shall be authorized to take such actions and execute and deliver to the Successor Agency all such instruments as may be necessary or desirable to evidence such discharge, including, without limitation, selection by lot of Bonds of any maturity of the Bonds that the Successor Agency has determined to pay and discharge in part. In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafter held by the Trustee which are not required for said purpose or for payment of amounts due the Trustee pursuant to Section 6.06 shall be paid over to the Successor Agency for deposit in the Special Fund. Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, consent, declaration or other instrument which this Indenture may require or permit to be executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by such Owner in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of Bonds and the amount, maturity, number and date of ownership thereof shall be proved by the Registration Books. Any demand, request, direction, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Successor Agency or the Trustee and in accordance therewith, provided, however, that the Trustee shall not be deemed to have knowledge that any Bond is owned by or for the account of the Successor Agency unless the Successor Agency is the registered Owner or the Trustee has received written notice that any other registered Owner is such an affiliate. Section 9.05. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Successor Agency or the City (but excluding Bonds held in any employees' retirement fund) shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Upon request of the Trustee, the Successor Agency shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate. Section 9.06. Waiver of Personal Liability. No member, officer, agent or employee of the Successor Agency shall be individually or personally liable for the payment of the principal of or interest on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.07. Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender to the Trustee of any Bonds which have been paid or cancelled pursuant

Page 243 of 635 ends

-53-
to the provisions of this Indenture, the Trustee shall destroy such bonds and upon request of the Successor Agency provide the Successor Agency a certificate of destruction. The Successor Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. Section 9.08. Notices. Any notice, request, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or upon receipt when mailed by first class, registered or certified mail, postage prepaid, or sent by facsimile, addressed as follows: If to the Successor Agency: Successor Agency to the Redevelopment Agency of the City of Pittsburg 65 Civic Avenue Pittsburg, California 94565 Attention: Director of Finance Present Email: [email protected] If to the Trustee: The Bank of New York Mellon Trust Company, N.A. Attention: ___________ ___________ ___________ If to the Insurer: See Exhibit C Section 9.09. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Indenture shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Indenture. The Successor Agency hereby declares that it would have adopted this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof, be assumed by and vest in the Treasurer of the Successor Agency in trust for the benefit of the Owners. The Successor Agency covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all of the rights and powers of the Trustee hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds, pending appointment of a successor Trustee in accordance with the provisions of Section 6.01 hereof. Section 9.10. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years after the date when the payments of such interest, premium and principal have become payable, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when the interest and premium (if any) on and principal of such Bonds have become payable, shall be repaid by the

Page 244 of 635 ends

-54-
Trustee to the Successor Agency as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Successor Agency for the payment of the principal of and interest and redemption premium (if any) on of such Bonds. Section 9.11. Execution in Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9.12. Governing Law. This Indenture shall be construed and governed in accordance with the laws of the State. [SIGNATURE PAGE FOLLOWS]

Page 245 of 635 ends

[Signature Page - Indenture of Trust dated as of __________ 1, 2026] IN WITNESS WHEREOF, the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG, has caused this Indenture to be signed in its name by the Director of Finance of the City, and attested by the City Clerk of the City, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in token of its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the day and year first above written. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG By: Elena Adair, Director of Finance City of Pittsburg ATTEST: Alice E. Evenson, City Clerk, City of Pittsburg THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer

Page 246 of 635 ends

A-1
EXHIBIT A-1 (FORM OF BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF CONTRA COSTA SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG Los Medanos Community DEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BOND, 2026 SERIES A INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: _____% September 1, 20__ ________, 2026 26246P ___ REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: DOLLARS The SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG, a public entity, duly created and existing under and by virtue of the laws of the State of California (the “Successor Agency”), for value received hereby promises to pay to the Registered Owner stated above, or registered assigns (the “Registered Owner”), on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond, unless (i) this Bond is authenticated on or before an Interest Payment Date and after the close of business on the 15th day of the month immediately preceding an Interest Payment Date (the “Record Date”), in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or before August 15, 2026, in which event it shall bear interest from the Dated Date above; provided however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Bond, until payment of such Principal Sum in full, at the Interest Rate per annum stated above, payable semiannually on March 1 and September 1 in each year, commencing September 1, 2026 (each an “Interest Payment Date”), calculated on the basis of 360-day year comprised of twelve 30-day months. Principal hereof and premium, if any, upon early redemption hereof are payable upon surrender of this Bond at the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, as trustee (the “Trustee”), or at such other place as designated by the Trustee (the “Corporate Trust Office”). Interest hereon (including the final interest payment upon maturity or earlier redemption hereof) is payable by check of the Trustee mailed by first class mail, postage prepaid, on the Interest Payment Date to the Registered Owner hereof at the Registered

Page 247 of 635 ends

A-2
Owner's address as it appears on the registration books maintained by the Trustee as of the Record Date for which such Interest Payment Date occurs; provided however, that payment of interest may be by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose prior to the Record Date preceding the applicable Interest Payment Date. This Bond is one of a duly authorized issue of bonds of the Successor Agency designated as “Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Subordinate Tax Allocation Refunding Bonds, 2026 Series A” (the “Bonds”), in an aggregate principal amount of $_________, all of like tenor and date (except for such variation, if any, as may be required to designate varying series, numbers, maturities, interest rates, redemption and other provisions) and all issued pursuant to the provisions of Section 34177.5 of the Health and Safety Code of the State of California and Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Refunding Law”) and pursuant to an Indenture of Trust, dated as of __________ 1, 2026, entered into by and between the Successor Agency and the Trustee (the “Indenture”), authorizing the issuance of the Bonds. The Bonds are being issued in the form of registered bonds without coupons. Capitalized terms used but not defined in this Bond have the meanings given to such terms in the Indenture. Additional bonds, or other obligations may be issued or incurred on a parity with the Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture (copies of which are on file at the office of the Successor Agency) and all indentures supplemental thereto and to the Law and the Refunding Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Subordinate Pledged Tax Revenues, and the rights thereunder of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Successor Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. The Bonds have been issued by the Successor Agency for the purpose of providing funds to refinance certain redevelopment activities, to acquire a debt service reserve policy for the Bonds and to pay certain expenses of the Successor Agency in issuing the Bonds. As and to the extent set forth in the Indenture, all of the Subordinate Pledged Tax Revenues are exclusively and irrevocably pledged to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Law, for the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds and any Parity Debt. The Bonds and any Parity Debt issued pursuant to a Supplemental Indenture shall be additionally secured at all times by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Special Fund, the Debt Service Fund, the Interest Account, the Principal Account, the Sinking Account and the Redemption Account. In addition, the Bonds shall be secured at all times by a first and exclusive pledge of, security interest in and lien upon all of the moneys in the Reserve Fund. Except for the Subordinate Pledged Tax Revenues and such moneys, no funds or properties of the Successor Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium, if any, on the Bonds. The Bonds are subject to optional redemption and mandatory redemption from mandatory sinking fund payments as provided in the Indenture.

Page 248 of 635 ends

A-3
If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Corporate Trust Office of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of any authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Trustee may refuse to transfer or exchange (a) any Bond during the fifteen (15) days prior to the date established for the selection of Bonds for redemption, or (b) any Bond selected for redemption. The Successor Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Successor Agency and the Trustee shall not be affected by any notice to the contrary. The rights and obligations of the Successor Agency and the registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Successor Agency to pay the principal, interest or redemption premium (if any) at the time and place and at the rate and in the currency provided herein of any Bond without the express written consent of the registered owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Successor Agency or the Trustee for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Bond is not a debt of the City of Pittsburg, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those pledged by the Successor Agency in the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.

Page 249 of 635 ends

A-4
It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time and manner as required by the Law, the Refunding Law and the laws of the State of California, and that the amount of this Bond, together with all other indebtedness of the Successor Agency, does not exceed any limit prescribed by the Law, the Refunding Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Trustee's Certificate of Authentication hereon shall have been manually signed by the Trustee. IN WITNESS WHEREOF, the Successor Agency to the Redevelopment Agency of the City of Pittsburg has caused this Bond to be executed in its name and on its behalf with the facsimile signature of the Director of Finance of the City of Pittsburg, and attested by the facsimile signature of the City Clerk of the City, all as of the Dated Date set forth above. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG By: Director of Finance City of Pittsburg ATTEST: City Clerk, City of Pittsburg

Page 250 of 635 ends

A-5
TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-mentioned Indenture. Authentication Date: _______________ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory

Page 251 of 635 ends

A-6

STATEMENT OF INSURANCE

Page 252 of 635 ends

A-7
ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or tax regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT ______Custodian _____ TEN ENT -- as tenants by the entireties (Cust.) (Minor) JT TEN -- as joint tenants with right under Uniform Gifts to Minors Act __________ of survivorship and not as (State) tenants in common COMM PROP -- as community property ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE (FORM OF ASSIGNMENT) For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within-registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: __________________________ Signatures Guaranteed: Note: Signature(s) must be guaranteed by an eligible guarantor. Note: The signatures(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever.

Page 253 of 635 ends

B-1
EXHIBIT B RECOGNIZED OBLIGATION DEBT SERVICE PAYMENT SCHEDULE Series A Bonds Period Ending Principal Interest Total Debt Service 9/1/26 3/1/27 9/1/27 3/1/28 9/1/28 3/1/29 9/1/29 3/1/30 9/1/30 Totals Series B Bonds Period Ending Principal Interest Total Debt Service 9/1/26 3/1/27 9/1/27 3/1/28 9/1/28 3/1/29 9/1/29 3/1/30 9/1/30 Totals

Page 254 of 635 ends

C-1
EXHIBIT C PROVISIONS RELATING TO THE INSURANCE POLICY The following terms and provisions are hereby incorporated into this Indenture by this reference. Such provisions shall control and supersede any conflicting or inconsistent provisions in this Indenture.

Page 255 of 635 ends

D-1
EXHIBIT D PROVISIONS RELATING TO THE RESERVE POLICY With respect to the Municipal Bond Debt Service Reserve Insurance Policy, notwithstanding anything to the contrary set forth in the Security Documents the Successor Agency and the Trustee agree to comply with the following provisions:

Page 256 of 635 ends

Jones Hall Draft 4.3.26

IRREVOCABLE REFUNDING INSTRUCTIONS
These IRREVOCABLE REFUNDING INSTRUCTIONS (these “Instructions”), dated ___________, 2026, are given by the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG, a public body existing under the laws of the State of California (the “Successor Agency”), as successor to the former Redevelopment Agency of the City of Pittsburg (the “Former Agency”), to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, acting as successor trustee (the “Trustee”) for the hereinafter defined Prior Bonds.

WHEREAS, the Successor Agency or Former Agency previously issued the following series of bonds, collectively referred to herein as the “Prior Bonds”:
(i) Redevelopment Agency of the City of Pittsburg Los Medanos Communit y Development Project Housing Set Aside Tax Allocation Bonds, (Taxable) 2006 Series A (the “2006 Series A Taxable Bonds”), issued pursuant to an Indenture of Trust dated as of December 1, 2004 by and between the Former Agency and the Trustee, as supplemented multiple times, including by a Third Supplemental Indenture of Trust, dated as of December 1 2006 (collectively, including the Fourth Supplement referred to below, the “Taxable Indenture”)
(ii) Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Tax Allocation Refunding Bonds, Series 2014 (the “2014 Bonds”) , issued pursuant to Resolution No. 86 -128 adopted by the For mer Agency on August 14, 1986, as supplemented, including by a Seventeenth Supplemental Resolution adopted by the Successor Agency on June 2, 2014 (collectively, the “2014 Resolution”);
(iii) Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Pr oject Housing Set Aside Tax Allocati on Refunding Bonds (Taxable), 2016 Series A (the “2016 Series A Taxable Bonds”), issued pursuant to the Taxable Indenture and a Fourth Supplemental Indenture of Trust, dated as of February 1, 2016; and
(iv) Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Subordinate Tax Allocation Refunding Bonds, 2016 Series A (the “2016 Series A Tax -Exempt Bonds”), issued pursuant to an Amended and Restated Indenture of Trust dated as of December 1, 2004, as supplemented, including by a Twelfth Supplemental Indenture of Trust dated as
of January 1, 2016 (collectively, the “Tax-Exempt Indenture”); WHEREAS, by implementation of California Assembly Bill X1 26, which a mended provisions of the California Redevelopment Law, (found at Health and Safety Code Section 33000, et.seq.) and the California Supreme Court’s decision in California Redevelopment Association v. Matosantos, the Former Agency was dissolved on February 1, 2012 in accordance with California Assembly Bill X1 26 approved by the Governor of the State of California on June 28, 2011 (“ AB 26”), and on February 1, 2012, the Successor Agency, in accordance with and pursuant to AB 26, assumed the duties and obligations set forth in AB 26 for the Former Agency,

Page 257 of 635 ends

2 including, without limitation, the obligations of the Former Agency to which the Former Agency was a party; and
WHEREAS, the outstanding Prior Bonds are subject to optional redemption prior to maturity on any date; and
WHEREAS, the Successor Agency has determined that it is in the best financial interests of the Successor Agency to refund, at this time, all of the Prior Bonds and to redeem all of the Prior Bonds as follows (each a “Redemption Date” and together, the “Redemption Dates”):
- the 2006 Series A Taxable Bonds on _________, 2026;
- the 2014 Bonds on _________, 2026
- the 2016 Series A Taxable Bonds on ___________, 2026
- the a2016 Series A Tax-Exempt Bonds on September 1, 2026; and WHEREAS, in order to provide funds for such purpose, the Successor Agency is issuing its Successor Agency to the Redevelopment Agency of the City of Pittsburg Tax Allocation Refunding Bonds (Merged Project Area) 2026 Series A (the “2026A Bonds”), and Successor Agency to the Redevelopment Agency of the City of Pittsburg Tax Allocation Refunding Bonds (Merged Project Area), (Taxable) 2026 Series B (the “2026B Bonds” and together with the 2026A Bonds, the “2026 Bonds”) pursuant to an Indenture of Trust dated as of ______________ 1, 2026 by and between the Trustee and the Successor Agency (the “2026 Indenture”), and applying a portion of the proceeds thereof, together with certain other moneys, to defease and redeem the Prior Bonds; and
WHEREAS, the Successor Agency wishes to give these Instructions to the Trustee for the purpose of providing the terms and conditions relating to the deposit and application of moneys to provide for the payment and redemption of (i) the 2014 Bonds pursuant to the 2014 Resolution, (ii) the 2006 Series A Taxable Bonds and 2016 Series A Taxable Bonds pursuant to Secti ons

9.01 and 9.02 of the Taxable Indenture, and (iii) the 2016 Series A Tax-Exempt Bonds pursuant to Sections 9.01 and 9.02 of the Tax-Exempt Indenture;
NOW, THEREFORE, the Successor Agency hereby irrevocably instructs the Trustee as follows:

Section 1. Redemption Fund. The Trustee shall establish a 2026 Refunding Redemption Fund (herein, the “Redemption Fund”) for carrying out these Instructions, and within such fund two separate accounts designated as the “2026 Tax-Exempt Redemption Account” and “2026 Taxable Redemption Account.”
Section 2. Deposit into the Redemption Fund; Investment of Amounts. Concurrently with delivery of the 2026 Bonds, the Successor Agency shall cause to be deposited in to the Redemption Fund the amount of $______________, allocated as follows: $___________ into the 2026 Tax-Exempt Redemption Account and $___________ into the 2026 Taxable Redemption Account.

In addition, on or before the date hereof, from funds held by the Trustee [and by the Successor Agency?] to pay the Prior Bonds, the Successor Agency hereby [directs the Trustee] to transfer for deposit into each respective 2026 Redemption Account the following amounts held by the Trustee pursuant to the respective Taxable Indenture, 2014 Resolution or Tax-Exempt

Page 258 of 635 ends

3 Indenture (comprising a total amount of $_________) from moneys available from each respective series of Prior Bonds: For deposit into the Tax-Exempt Redemption Account: (i) $_________ from [accounts held for] the 2014 Bonds; (ii) $_________ from [accounts held for] the 2016 Series A Tax-Exempt Bonds. For deposit into the Taxable Redemption Account: (iii) $_________ from [accounts held for] the 2006 Series A Taxable Bonds; and (iv) $_________ from [accounts held for] the 2016 Series A Taxable Bonds; and The Trustee shall hold total amount deposited into the Redemption Fund as described above in cash. All cash in the Redemption Fund is hereby irrevocably pledged as a special fund for the payment and redemption of the Prior Bonds on the respective Redemption Dates in accordance with the terms hereof and in the respective Taxable Indenture, 2014 Resolution or Tax-Exempt Indenture. Neither the Trustee nor any other person shall have a lien upon or right of set off against the amounts at any time on deposit in the Redemption Fund, and such amounts shall be applied only as provided herein. If at any time the Trustee receives actual knowledge that the cash and amounts in the Redemption Fund will not be sufficient to make any payment required redemption of the Prior Bonds, the Trustee will notify the Successor Agency of such fact and the Successor Agency will immediately cure such deficiency from any source of legally available funds. The moneys deposited, or caused to be deposited, by the Successor Agency with the Trustee pursuant to this Section 2 are intended to discharge the entire indebtedness of the Prior Bonds in accordance with Section for the payment and redemption of (i) the 2014 Bonds pursuant to the 2014 Resolution, (ii) the 2006 Series A Taxable Bonds and 2016 Series A Taxable Bonds pursuant to Sections 9.01 and 9.02 of the Taxable Indenture, and (iii) the 2016 Series A Tax-Exempt Bonds pursuant to Sections 9.01 and 9.02 of the Tax-Exempt Indenture. Section 3. Proceedings for Redemption of Prior Bonds; Notices of Redemption and Defeasance. (a) The Successor Agency hereby irrevocably elects, and directs the Trustee, to redeem, on the Redemption Date, from amounts on deposit in the Redemption Fund, the Prior Bonds pursuant to the optional redemption provisions of the respective Taxable Indenture, 2014 Resolution or Tax-Exempt Indenture in accordance with Exhibit A hereto. The total amount of cash deposited in the Redemption Fund pursuant to Section 2 shall be applied by the Trustee to the payment and redemption of the Prior Bonds.

Page 259 of 635 ends

4 (b) In connection with the defeasance and optional redemption of the Prior Bonds, the Successor Agency hereby directs the Trustee to file a notice of defeasance and optional redemption for the Prior Bonds with the Municipal Securities Rulemaking Board’s EMMA System, in substantially the form set forth on Exhibit B hereto, to the recipients set forth in, and otherwise pursuant to the requirements of, the respective Taxable Indenture, 2014 Resolution or Tax-Exempt Indenture. Section 4. Transfer of Remaining Funds. Within three (3) Business Days of the Redemption Date, following the payment and redemption described above and payment of any amounts then owed to the Trustee, the Trustee shall withdraw any amounts remaining on deposit in the Tax-Exempt Redemption Account of the Redemption Fund and transfer such amounts to the Trustee for deposit into the Interest Account established under the 2026 Indenture to be used solely for the purpose of paying interest on the 2026A Bonds, and transfer any amounts remaining on deposit in the Taxable Redemption Account into the Interest Account established under the 2026 Indenture to be used solely for the purpose of paying interest on the 2026B Bonds. Section 5. Amendment. These Instructions shall be irrevocable by the Successor Agency. These Instructions may be amended or supplemented by the Successor Agency, but only if the Successor Agency shall file with the Trustee (a) an opinion of nationally recognized bond counsel engaged by the Successor Agency stating that such amendment or supplement will not, of itself, adversely affect the exclusion from gross income of interest on the Prior Bonds other than the 2016 Series A Taxable Bonds or the 2026 Bonds under federal income tax law, and (b) a certification of an independent accountant or independent financial adviser engaged by the Successor Agency stating that such amendment or supplement will not affect the sufficiency of funds invested and held hereunder to make the payments required by Section 3. Section 6. Application of Certain Terms of the Prior Documents. All of the terms of the respective Taxable Indenture, 2014 Resolution or Tax-Exempt Indenture relating to the payment of principal of and interest and repayment premium, if any, on the Prior Bonds and the redemption thereof, and the protections, immunities and limitations from liability afforded the Trustee, are incorporated in these Instructions as if set forth in full herein. Section 7. Counterparts. These Instructions may be signed in several counterparts, each of which will constitute an original, but all of which will constitute one and the same instrument. Section 8. Governing Law. These Instructions shall be construed in accordance with and governed by the laws of the State of California. [Signature Page Follows on Next Page]

Page 260 of 635 ends

[Signature page - Irrevocable Refunding Instructions (Prior Bonds)] IN WITNESS WHEREOF, the Successor Agency to the Redevelopment Agency of the City of Pittsburg has provided these irrevocable refunding instructions as of the date first set forth above. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG By: Elena Adair, Director of Finance City of Pittsburg ACCEPTED: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer

Page 261 of 635 ends

A-1
EXHIBIT A 2006 Series A Taxable Bonds Prior Bonds to be Optionally Redeemed Maturity Date (September 1) Outstanding Principal Amount Interest Rate CUSIP* (Base: ______) Schedule of Payment and Redemption Redemption Date Principal Redeemed Accrued Interest Total 2014 Bonds Prior Bonds to be Optionally Redeemed Maturity Date (September 1) Outstanding Principal Amount Interest Rate CUSIP* (Base: 724568) Schedule of Payment and Redemption Redemption Date Principal Redeemed Accrued Interest Total

Page 262 of 635 ends

A-2
2016 Series A Taxable Bonds Prior Bonds to be Optionally Refunded Maturity Date (September 1) Outstanding Principal Amount Interest Rate CUSIP* (Base: 724568) Schedule of Payment and Redemption Redemption Date Principal Redeemed Accrued Interest Total 2016 Series A Tax-Exempt Bonds Prior Bonds to be Optionally Refunded Maturity Date (September 1) Outstanding Principal Amount Interest Rate CUSIP* (Base: 724568) Schedule of Payment and Redemption Redemption Date Principal Redeemed Accrued Interest Total

Page 263 of 635 ends

B-1-1
EXHIBIT B-1 FORM OF NOTICE OF DEFEASANCE AND OPTIONAL REDEMPTION Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Housing Set Aside Tax Allocation Bonds, (Taxable) 2006 Series A Maturity Date (September 1) Outstanding Principal Amount Interest Rate CUSIP* (Base: 724568) *Note: The Successor Agency and Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bonds. They are included solely for the convenience of the holders. NOTICE IS HEREBY GIVEN that all of the bonds listed above (the “Bonds”) have been defeased and discharged under and within the meaning of an Indenture of Trust dated as of December 1, 2004 and various supplements thereto (collectively, the “Indenture of Trust”), by and between the Successor Agency to the Redevelopment Agency of the City of Pittsburg (the “Successor Agency”), as successor to the former Redevelopment Agency of the City of Pittsburg (the “Former Agency”) and The Bank of New York Mellon Trust Company, N.A., as trustee for the Bonds (the “Trustee”). Funds for the payment of the Bonds have been deposited in the Redemption Fund held by the Trustee for the purpose of defeasing and optionally redeeming the Bonds. As a consequence of the foregoing actions and in accordance with the Indenture of Trust, (i) the Bonds are no longer secured by a pledge of revenues under the Indenture of Trust, (ii) the Bonds are now payable solely from the moneys set aside in the Redemption Fund held by the Trustee as described above, and (iii) all obligations of the Successor Agency under the continuing disclosure undertaking relating to the Bonds have ceased and are terminated. The Bonds maturing on and after September 1, 2026 will be optionally redeemed on __________, 2026 (the “Redemption Date”) at a redemption price equal to the outstanding principal amount of the Bonds, plus accrued interest to the Redemption Date, without premium (the “Redemption Price”). On the Redemption Date, the Redemption Price shall become due and payable on each of the Bonds, and from and after the Redemption Date, interest on the Bonds will cease to accrue. The Bonds are being called for redemption on the Redemption Date pursuant to the provisions of the Indenture of Trust under which the Bonds were issued. Payment of the Redemption Price on the Bonds will be paid only upon presentation and surrender thereof in the following manner: The Bank of New York Mellon Trust Company, N.A. ___________ ___________ ___________

Page 264 of 635 ends

B-1-2
Please call [Bondholder Services] at (800) __________ with any questions IMPORTANT TAX NOTICE Federal law requires the Trustee to withhold taxes at the applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions. Dated: __________, 2026 The Bank of New York Mellon Trust Company, N.A., as Trustee

Page 265 of 635 ends

B-2-1
EXHIBIT B-2 FORM OF NOTICE OF DEFEASANCE AND OPTIONAL REDEMPTION Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Tax Allocation Refunding Bonds, Series 2014 Maturity Date (September 1) Outstanding Principal Amount Interest Rate CUSIP* (Base: 724568) *Note: The Successor Agency and Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bonds. They are included solely for the convenience of the holders. NOTICE IS HEREBY GIVEN that all of the bonds listed above (the “Bonds”) have been defeased and discharged under and within the meaning of an Indenture of Trust dated as of December 1, 2004 and various supplements thereto (collectively, the “Indenture of Trust”), by and between the Successor Agency to the Redevelopment Agency of the City of Pittsburg (the “Successor Agency”), as successor to the former Redevelopment Agency of the City of Pittsburg (the “Former Agency”) and The Bank of New York Mellon Trust Company, N.A., as trustee for the Bonds (the “Trustee”). Funds for the payment of the Bonds have been deposited in the Redemption Fund held by the Trustee for the purpose of defeasing and optionally redeeming the Bonds. As a consequence of the foregoing actions and in accordance with the Indenture of Trust, (i) the Bonds are no longer secured by a pledge of revenues under the Indenture of Trust, (ii) the Bonds are now payable solely from the moneys set aside in the Redemption Fund held by the Trustee as described above, and (iii) all obligations of the Successor Agency under the continuing disclosure undertaking relating to the Bonds have ceased and are terminated. The Bonds maturing on and after September 1, 2026 will be optionally redeemed on __________, 2026 (the “Redemption Date”) at a redemption price equal to the outstanding principal amount of the Bonds, plus accrued interest to the Redemption Date, without premium (the “Redemption Price”). On the Redemption Date, the Redemption Price shall become due and payable on each of the Bonds, and from and after the Redemption Date, interest on the Bonds will cease to accrue. The Bonds are being called for redemption on the Redemption Date pursuant to the provisions of the Indenture of Trust under which the Bonds were issued. Payment of the Redemption Price on the Bonds will be paid only upon presentation and surrender thereof in the following manner: The Bank of New York Mellon Trust Company, N.A. ___________ ___________ ___________

Page 266 of 635 ends

B-2-2
Please call [Bondholder Services] at (800) __________ with any questions IMPORTANT TAX NOTICE Federal law requires the Trustee to withhold taxes at the applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions. Dated: __________, 2026 The Bank of New York Mellon Trust Company, N.A., as Trustee

Page 267 of 635 ends

B-3-1
EXHIBIT B-3 FORM OF NOTICE OF DEFEASANCE AND OPTIONAL REDEMPTION Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Housing Set Aside Tax Allocation Refunding Bonds (Taxable), 2016 Series A Maturity Date (September 1) Outstanding Principal Amount Interest Rate CUSIP* (Base: 724568) *Note: The Successor Agency and Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bonds. They are included solely for the convenience of the holders. NOTICE IS HEREBY GIVEN that all of the bonds listed above (the “Bonds”) have been defeased and discharged under and within the meaning of an Indenture of Trust dated as of December 1, 2004 and various supplements thereto (collectively, the “Indenture of Trust”), by and between the Successor Agency to the Redevelopment Agency of the City of Pittsburg (the “Successor Agency”), as successor to the former Redevelopment Agency of the City of Pittsburg (the “Former Agency”) and The Bank of New York Mellon Trust Company, N.A., as trustee for the Bonds (the “Trustee”). Funds for the payment of the Bonds have been deposited in the Redemption Fund held by the Trustee for the purpose of defeasing and optionally redeeming the Bonds. As a consequence of the foregoing actions and in accordance with the Indenture of Trust, (i) the Bonds are no longer secured by a pledge of revenues under the Indenture of Trust, (ii) the Bonds are now payable solely from the moneys set aside in the Redemption Fund held by the Trustee as described above, and (iii) all obligations of the Successor Agency under the continuing disclosure undertaking relating to the Bonds have ceased and are terminated. The Bonds maturing on and after September 1, 2026 will be optionally redeemed on __________, 2026 (the “Redemption Date”) at a redemption price equal to the outstanding principal amount of the Bonds, plus accrued interest to the Redemption Date, without premium (the “Redemption Price”). On the Redemption Date, the Redemption Price shall become due and payable on each of the Bonds, and from and after the Redemption Date, interest on the Bonds will cease to accrue. The Bonds are being called for redemption on the Redemption Date pursuant to the provisions of the Indenture of Trust under which the Bonds were issued. Payment of the Redemption Price on the Bonds will be paid only upon presentation and surrender thereof in the following manner: The Bank of New York Mellon Trust Company, N.A. ___________ ___________

Page 268 of 635 ends

B-3-2
___________ Please call [Bondholder Services] at (800) __________ with any questions IMPORTANT TAX NOTICE Federal law requires the Trustee to withhold taxes at the applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions. Dated: __________, 2026 The Bank of New York Mellon Trust Company, N.A., as Trustee

Page 269 of 635 ends

B-4-1
EXHIBIT B-4 FORM OF NOTICE OF DEFEASANCE AND OPTIONAL REDEMPTION Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Subordinate Tax Allocation Refunding Bonds, 2016 Series A Maturity Date (September 1) Outstanding Principal Amount Interest Rate CUSIP* (Base: 724568) *Note: The Successor Agency and Trustee shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bonds. They are included solely for the convenience of the holders. NOTICE IS HEREBY GIVEN that all of the bonds listed above (the “Bonds”) have been defeased and discharged under and within the meaning of an Indenture of Trust dated as of December 1, 2004 and various supplements thereto (collectively, the “Indenture of Trust”), by and between the Successor Agency to the Redevelopment Agency of the City of Pittsburg (the “Successor Agency”), as successor to the former Redevelopment Agency of the City of Pittsburg (the “Former Agency”) and The Bank of New York Mellon Trust Company, N.A., as trustee for the Bonds (the “Trustee”). Funds for the payment of the Bonds have been deposited in the Redemption Fund held by the Trustee for the purpose of defeasing and optionally redeeming the Bonds. As a consequence of the foregoing actions and in accordance with the Indenture of Trust, (i) the Bonds are no longer secured by a pledge of revenues under the Indenture of Trust, (ii) the Bonds are now payable solely from the moneys set aside in the Redemption Fund held by the Trustee as described above, and (iii) all obligations of the Successor Agency under the continuing disclosure undertaking relating to the Bonds have ceased and are terminated. The Bonds maturing on and after September 1, 2026 will be optionally redeemed on __________, 2026 (the “Redemption Date”) at a redemption price equal to the outstanding principal amount of the Bonds, plus accrued interest to the Redemption Date, without premium (the “Redemption Price”). On the Redemption Date, the Redemption Price shall become due and payable on each of the Bonds, and from and after the Redemption Date, interest on the Bonds will cease to accrue. The Bonds are being called for redemption on the Redemption Date pursuant to the provisions of the Indenture of Trust under which the Bonds were issued. Payment of the Redemption Price on the Bonds will be paid only upon presentation and surrender thereof in the following manner: The Bank of New York Mellon Trust Company, N.A. ___________ ___________

Page 270 of 635 ends

B-4-2
___________ Please call [Bondholder Services] at (800) __________ with any questions IMPORTANT TAX NOTICE Federal law requires the Trustee to withhold taxes at the applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions. Dated: __________, 2026 The Bank of New York Mellon Trust Company, N.A., as Trustee

Page 271 of 635 ends

Stradling Yocca Carlson & Rauth
Draft of 4/6/25
4919-4157-7373v3/200356-0706
$__________

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG
SUBORDINATE TAX ALLOCATION REFUNDING BONDS, 2026 SERIES A

and
$__________

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG
SUBORDINATE TAX ALLOCATION REFUNDING BONDS, (TAXABLE) 2026 SERIES B

BOND PURCHASE AGREEMENT
_____, 2026
Successor Agency to the
Redevelopment Agency of the City of Pittsburg
65 Civic Avenue
Pittsburg, California 94565

Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the Successor Agency to the Redevelopment Agency of the City of Pittsburg (the “Agency”) which will be binding upon the Agency and the Underwriter upon the acceptance hereof by the Agency. This offer is made subject to its acceptance by the Agency by execution of this Purchase Agreement and its delivery to the Underwriter on or before 11:59 p.m., California time, on the date hereof, or at such other later time as the Underwriter shall agree to in writing. All terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture (as hereinafter defined).

The Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s length commercial transaction between the Agency and the Underwriter; (ii) in connection with such transaction, the Underwriter is acting solely as principal and not as agent or a fiduciary of the Agency; (iii) the Underwriter has not assumed a fiduciary responsibility in favor of the Agency with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Agency on other matters); and (iv) the Agency has consulted with its own legal and financial advisors to the extent it has deemed appropriate.

1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Agency for offering to the public, and the Agency hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the (i) $________ aggregate principal amount of the Agency’s Subordinate Tax Allocation Refunding Bonds, 2026 Series A (the “Series A

Page 272 of 635 ends

2 4919-4157-7373v3/200356-0706
Bonds”), at a purchase price equal to $_______ (being the aggregate principal amount thereof, less an Underwriter’s discount of $__________ and [plus/less] [net] an original issue [premium/discount] of $__________); and (ii) $_________ aggregate principal amount of the Agency’s Subordinate Tax Allocation Refunding Bonds, (Taxable) 2026 Series B (the “Series B Bonds” and, together with the Series A Bonds, the “Bonds”) at a purchase price equal to $________ (being the aggregate principal amount thereof, less an Underwriter’s discount of $__________ and [plus/less] [net] an original issue [premium/discount] of $__________). [In addition, on behalf of the Agency, from the purchase price of the Bonds, the Underwriter shall wire the amount of $__________ to the Insurer (defined below) to pay the costs of the premium for the 2026 Reserve Policy (defined below).] The Bonds are to be purchased by the Underwriter from the Agency. Such payment and delivery and the other actions contemplated hereby to take place at the time of such payment and delivery are herein sometimes called the “Closing.”

2. The Bonds and Related Documents. The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, an Indenture of Trust, dated as of _____ 1, 2026, (the “Indenture”), by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Bonds will be issued pursuant to Part 1 of Division 24 of the California Health and Safety Code (the “Law”), Section 34177.5 of the California Health and Safety Code, and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”) and resolutions of the Agency adopted on ______, 2026 (the “Agency Resolution”) and on ______, 2026 (the “Agency OS Resolution”). The issuance of the Bonds was approved by Contra Costa Countywide Oversight Board (the “Oversight Board”) by a resolution adopted on _____, 2026 (the “Oversight Board Resolution”). The Bonds shall be as described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the “Official Statement”).
[A debt service reserve insurance policy (the “2026 Reserve Policy”) shall also be purchased from __________ (the “Insurer”) for the Bonds.]
The net proceeds of the Bonds will be used to refund in full (i) the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Housing Set Aside Tax Allocation Bonds, (Taxable) 2006 Series A (the “2006 Bonds”); (ii) the Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Tax Allocation Refunding Bonds, Series 2014 (the “2014 Bonds”); (iii) the Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Housing Set Aside Tax Allocation Refunding Bonds (Taxable), 2016 Series A (the “2016 Taxable Bonds”) and (iv) the Successor Agency to the Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Subordinate Tax Allocation Refunding Bonds, 2016 Series A (the “2016 Tax-Exempt Bonds” and, together with the 2006 Bonds, the 2014 Bonds and the 2016 Taxable Bonds, the “Prior Bonds”).

When issued, the Bonds will be secured by a pledge of Subordinate Pledged Tax Revenues (defined in the Indenture) on a subordinate basis to the Redevelopment Agency of the City of Pittsburg, California Los Medanos Community Development Project Tax Allocation Bonds, Series 1999.

Page 273 of 635 ends

3 4919-4157-7373v3/200356-0706
The Agency will undertake pursuant to the provisions of a Continuing Disclosure Certificate, to be dated the date of the Closing (the “Disclosure Certificate”) and executed by the Agency, to provide certain annual information and notices of the occurrence of certain enumerated events. A description of the undertaking is set forth in the Preliminary Official Statement (as defined below) and will also be set forth in the Official Statement.

As used herein, the term the “Agency Legal Documents” means and refers to this Purchase Agreement, the Indenture, the Continuing Disclosure Certificate, the Irrevocable Refunding Instructions, dated as of _____, 2026, by the Agency to The Bank of New York Mellon Trust Company, N.A. providing for the refunding of the Prior Bonds (the “Irrevocable Refunding Instructions”) and that certain Custody Agreement, dated as of _____, 2026, by and among the Agency, the Contra Costa County Auditor-Controller and the Trustee.

3. Offering.
(a) It shall be a condition to the Agency’s obligations to sell and to deliver the Bonds to the Underwriter and to the Underwriter’s obligations to purchase, to accept delivery of and to pay for the Bonds that the entire aggregate principal amount of the Bonds shall be issued, sold and delivered by the Agency and purchased, accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a bona fide public offering of all of the Bonds at the initial public offering prices or yields set forth in Exhibit A hereto and on the inside front cover page of the Official Statement. The Underwriter reserves the right to change, subsequent to the initial public offering, such initial offering prices as it shall deem necessary in connection with the marketing of the Bonds.
(b) The Underwriter agrees to assist the Agency in establishing the issue price of the Series A Bonds and shall execute and deliver to the Agency at Closing an “issue price” or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Agency and Bond Counsel (as defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series A Bonds. All actions to be taken by the Agency under this section to establish the issue price of the Series A Bonds may be taken on behalf of the Agency by the Agency’s municipal advisor, NHA Advisors, LLC (the “Municipal Advisor”) and any notice or report to be provided to the Agency may be provided to the Agency’s Municipal Advisor. (c) Except as otherwise set forth in Exhibit A attached hereto, the Agency will treat the first price at which 10% of each maturity of the Series A Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Agency the price or prices at which it has sold to the public each maturity of the Series A Bonds for which the 10% test is used. If at that time the 10% test has not been satisfied as to any maturity of the Series A Bonds, the Underwriter agrees to promptly report to the Agency the prices at which it sells the unsold Series A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until the 10% test has been satisfied as to the Series A Bonds of that maturity or until all Series A Bonds of that maturity have been sold to the public.

Page 274 of 635 ends

4 4919-4157-7373v3/200356-0706
(d) The Underwriter confirms that it has offered the Series A Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Series A Bonds for which the 10% test has not been satisfied and for which the Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Agency 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 Series A Bonds, the Underwriter will neither offer nor sell unsold Series A 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 Series A Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the Agency when it has sold 10% of that maturity of the Series A Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. (e) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Series A 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 retail distribution agreement, as applicable, to: (1) report the prices at which it sells to the public the unsold Series A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series A Bonds of that maturity or all Series A Bonds of that maturity have been sold to the public; and (2) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Agency acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on: (A) in the event that a selling group has been created in connection with the initial sale of the Series A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering- price rule, if applicable, as set forth in a selling group agreement and the related pricing wires; and (B) in the event that a retail distribution agreement was employed in connection with the initial sale of the Series A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Agency further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Series A Bonds. (f) The Underwriter acknowledges that sales of any Series A Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

Page 275 of 635 ends

5 4919-4157-7373v3/200356-0706
(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 Agency (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series A 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 Series A Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Series A Bonds to the public);
(3) a purchaser of any of the Series A Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 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 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 Agreement by the Agency and the Underwriter.

4. Use and Preparation of Documents. The Agency has caused to be prepared and delivered to the Underwriter prior to the execution of this Purchase Agreement copies of the Preliminary Official Statement dated _____, 2026, relating to the Bonds (the “Preliminary Official Statement”), which was approved by the Agency OS Resolution. The Agency ratifies, confirms and approves the use by the Underwriter prior to the date hereof of the Preliminary Official Statement.

The Agency has previously deemed the Preliminary Official Statement to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12. The Agency hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, but not less than one (1) business day prior to Closing a sufficient number of copies of the final Official Statement relating to the Bonds, dated the date hereof, which includes all information permitted to be omitted by Rule 15c2-12 and any amendments or supplements to such Official Statement as have been approved by the Agency and the Underwriter (the “Official Statement”) to enable the Underwriter to distribute a single copy of each Official Statement to any potential customer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending 25 days after the End of the Underwriting Period (defined below). The Agency hereby approves of the use and distribution (including the electronic distribution) by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds. The Agency shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Exhibit B. The Underwriter agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement.

5. Representations, Warranties and Agreements of the Agency. The Agency hereby represents, warrants and agrees as follows:

Page 276 of 635 ends

6 4919-4157-7373v3/200356-0706
(a) The Agency is a public entity existing under the laws of the State of California, including the Law.
(b) The Agency has full legal right, power and authority to enter into the Agency Legal Documents and carry out and consummate the transactions contemplated by the Agency Legal Documents.
(c) By all necessary official action of the Agency prior to or concurrently with the acceptance hereof, the Agency has duly authorized and approved the preparation and use of the Preliminary Official Statement and the Official Statement, the execution and delivery of the Official Statement and the Agency Legal Documents, and the performance by the Agency of all transactions contemplated by the Agency Legal Documents; and the Agency Legal Documents will constitute legal, valid and binding obligations of the Agency, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally. (d) The Agency is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the Indenture) or other instrument to which the Agency is a party or to which the Agency or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the execution and delivery of the Agency Legal Documents, and compliance with the provisions on the Agency’s part contained therein, will not conflict with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or to which the Agency or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Agency or under the terms of any such constitutional provision, law, regulation or instrument, except as provided by the Indenture.
(e) Except as described in or contemplated by the Official Statement, as of the date of the Closing, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Agency of its obligations under the Agency Legal Documents have been or will be duly obtained. (f) Between the date of this Purchase Agreement and the date of the Closing, the Agency will not, without the prior written consent of the Underwriter, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from Tax Revenues (as defined in the Indenture), nor will there be any adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the Agency.
(g) To the best knowledge of the officer of the Agency executing this Purchase Agreement, after due inquiry, as of the date hereof, there is no action, suit, proceeding,

Page 277 of 635 ends

7 4919-4157-7373v3/200356-0706
inquiry or investigation, at law or in equity before or by any court, government agency, public board or body, pending or threatened against the Agency, affecting the existence of the Agency or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the execution and delivery of the Indenture or the collection of the Tax Revenues or contesting or affecting, as to the Agency, the validity or enforceability of the Agency Legal Documents or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes, or contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the Agency, or in any way contesting or challenging the consummation of the transactions contemplated hereby, or which might result in a material adverse change in the financial condition of the Agency or which might materially adversely affect the Tax Revenues of the Agency; nor, to the best knowledge of the officer of the Agency executing this Purchase Agreement, is there any known basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity of the authorization, execution, delivery or performance by the Agency of the Agency Legal Documents.
(h) As of the time of acceptance hereof and as of the date of the Closing, the Agency does not and will not have outstanding any indebtedness which indebtedness is secured by a lien on the Tax Revenues of the Agency superior to or on a parity with the lien provided for in the Indenture on the Tax Revenues, other than as disclosed in the Official Statement. (i) As of the time of acceptance hereof and as of the date of the Closing, the Agency has or will have complied with the filing requirements of the Law, including, without limitation, the filing of all Recognized Obligation Payment Schedules, as required by the Law. (j) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading (except that this representation does not include information relating to The Depository Trust Company or the book-entry-only system, the Insurer or the 2026 Reserve Policy). (k) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement did 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 light of the circumstances under which they were made not misleading (except that this representation does not include information relating to The Depository Trust Company or the book-entry-only system, the Insurer or the 2026 Reserve Policy). (l) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which would cause the information contained in 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 such information herein, in the light of the circumstances under which it was presented, not misleading, the Agency will notify the Underwriter, and, if in the opinion of the Underwriter or the Agency, or respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Agency will cooperate in the preparation of an amendment or supplement to the Official Statement in a form and manner approved by the Underwriter, and shall pay all expenses thereby incurred. For the purposes of this subsection,

Page 278 of 635 ends

8 4919-4157-7373v3/200356-0706
between the date hereof and the date which is 25 days of the End of the Underwriting Period for the Bonds, the Agency will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. As used herein, the term “End of the Underwriting Period” means the later of such time as: (i) the Agency delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as members of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Notwithstanding the foregoing, unless the Underwriter gives notice to the contrary, the “End of the Underwriting Period” shall be the date of Closing. (m) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (l) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact required to be stated therein or necessary to make such information therein in the light of the circumstances under which it was presented, not misleading (except that this representation does not include information relating to The Depository Trust Company or the book-entry-only system, the Insurer or the 2026 Reserve Policy).
(n) After the Closing, the Agency 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 shall reasonably object in writing or which shall be disapproved by counsel for the Underwriter.
(o) Any certificate signed by any officer of the Agency and delivered to the Underwriter shall be deemed a representation by the Agency to the Underwriter as to the statements made therein.
(p) The Agency will apply the proceeds from the sale of the Bonds for the purposes specified in the Official Statement.
(q) The Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Agency is not a bond issuer whose arbitrage certifications may not be relied upon.
(r) The Agency will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter, at the expense of the Underwriter, as it may reasonably request in order to qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriter may designate; provided, however, that the Agency will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. (s) The Agency will refrain from taking any action with regard to which the Agency may exercise control that results in the inclusion in gross income for federal income tax purposes of the interest on the Series A Bonds or State of California income tax purposes of the interest on the Series A Bonds.

Page 279 of 635 ends

9 4919-4157-7373v3/200356-0706
(t) Except as disclosed in the Official Statement, the Agency has not defaulted in any material respect under any prior continuing disclosure undertaking within the previous five years.
(u) The Oversight Board has duly adopted the Oversight Board Resolution approving the issuance of the Bonds and no further Oversight Board approval or consent is required for the issuing of the Bonds or the consummation of the transactions described in the Preliminary Official Statement.
(v) The Department of Finance of the State of California (the “Department of Finance”) has issued a letter, dated _____, 2026, approving the issuance of the Bonds (the “Department of Finance Letter”). No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions described in the Preliminary Official Statement. Except as disclosed in the Preliminary Official Statement, the Agency is not aware of the Department of Finance directing or having any basis to direct the County Auditor-Controller to deduct unpaid unencumbered funds from future allocations of property tax to the Agency pursuant to Section 34183 of the Dissolution Act.

6. Closing. At 8:00 A.M., California time, on _____, 2026 (the “Closing Date”), or on such other date as may be mutually agreed upon by the Agency and the Underwriter, the Agency will, subject to the terms and conditions hereof, sell and deliver the Bonds to the Underwriter, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in federal funds. Sale, delivery and payment as aforesaid shall be made at the offices of Jones Hall LLP, San Mateo, California (“Bond Counsel”), or such other place as shall have been mutually agreed upon by the Agency and the Underwriter, except that the Bonds (with one certificate for each maturity and otherwise in a form suitable for the book-entry system) shall be delivered to the Underwriter in New York, New York, through the book-entry system of The Depository Trust Company (“DTC”).

Unless the DTC Fast Automated Securities Transfer (“FAST”) is utilized, the Bonds will be made available for inspection by DTC at least one business day prior to the Closing.

7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Agency contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Agency of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Agency of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions:
(a) The Underwriter shall receive, within seven (7) business days of the date hereof, but in no event less than 1 day prior to Closing, copies of the Official Statement (including all information previously permitted to have been omitted from the Preliminary Official Statement by Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriter), in such reasonable quantity as the Underwriter shall have requested;

Page 280 of 635 ends

10 4919-4157-7373v3/200356-0706
(b) The representations and warranties of the Agency contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing and the statements of the officers and other officials of the Agency and the Trustee made in any certificate or other document furnished pursuant to the provisions hereof are accurate;
(c) At the time of the Closing, the Agency Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Agency, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the governing body of the Agency as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby;
(d) At the time of the Closing, all necessary official action of the Agency relating to the Official Statement and the Agency Legal Documents 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) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents:
(1) Bond Counsel Opinion. The approving opinion of Bond Counsel to the Agency, dated the date of the Closing and substantially in the form included as Appendix F to the Official Statement;
(2) Supplemental Opinion of Bond Counsel. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing, stating that the Underwriter may rely on the opinions of Bond Counsel described in paragraph (1) above as if such opinions were addressed to the Underwriter and to the following effect:
(i) the Purchase Agreement and the Irrevocable
Refunding Instructions have been duly executed and delivered by the Agency and (assuming due authorization, execution and delivery by and validity against the other parties thereto, as applicable) constitute the valid and binding agreements of the Agency, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights and by the application of equitable principles;
(ii) the statements contained in the Official Statement under the captions [“INTRODUCTION,” “THE BONDS,” “REFUNDING PLAN,” “SECURITY FOR THE BONDS,” “TAX MATTERS,”] and in Appendices __ and __ insofar as such statements expressly summarize certain provisions of the Indenture or the opinion of Bond Counsel, are accurate in all material respects; and
(iii) the Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

Page 281 of 635 ends

11 4919-4157-7373v3/200356-0706
(3) Fiscal Consultant’s Certificate. A certificate of HdL Coren & Cone (the “Fiscal Consultant”), dated the date of the Closing, addressed to the Agency and the Underwriter, in form and substance acceptable to the Underwriter, (i) certifying as to the accuracy of (A) the information contained in [APPENDIX __—“FISCAL CONSULTANT’S REPORT,”] and the information in the Official Statement under the captions [“THE PROJECT AREA” and “SECURITY FOR THE BONDS—Pass-Through Payments,”] (ii) consenting to the inclusion of such firm’s Fiscal Consultant’s Report in the Preliminary Official Statement and the Official Statement, and (iii) stating that, to the best of such firm’s knowledge, but without having conducted any investigation with respect thereto, nothing has come to such firm’s attention between the date of such report and the date hereof which would materially alter any of the conclusions set forth in such report.
(4) Agency Counsel Opinion. An opinion of Counsel to the Agency, dated the date of the Closing and addressed to the Underwriter, in form and substance acceptable to the Underwriter to the following effect:
(i) the Agency is a public entity duly organized and
existing under the Constitution and laws of the State, with full right, power and authority to execute, deliver and perform its obligations under the Agency Legal Documents; (ii) the Agency Resolution and the Agency OS Resolution were duly adopted at meetings of the Agency, called and held pursuant to law, with all public notice required by law and at which quorums were present and acting throughout; and the Agency Resolution and the Agency OS Resolution are in full force and effect and have not been modified, amended or rescinded since their respective adoption dates; (iii) The Agency Legal Documents and the Official
Statement have been duly authorized, executed and delivered by the Agency and, assuming due authorization, execution and delivery by the other parties thereto, the Agency Legal Documents constitute the valid, legal and binding obligations of the Agency enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by the application of equitable principles if equitable remedies are sought;
(iv) The execution and delivery of the Agency Legal
Documents and compliance with the provisions of the Agency Legal Documents, under the circumstances contemplated thereby, (1) do not and will not in any material respect conflict with or constitute on the part of the Agency a breach of or default under any agreement or other instrument to which the Agency is a party or by which it is bound, and (2) do not and will not in any material respect constitute on the part of the Agency a violation, breach of or default under any existing law, regulation, court order or consent decree to which the Agency is subject; (v) to the best of such counsel’s knowledge, except as
otherwise disclosed in the Official Statement, there is no litigation or proceeding, pending and served, or threatened against the Agency for which it has received service, challenging the creation, organization or existence of the Agency, or the validity of the Bonds or the Agency Legal Documents or seeking to restrain or enjoin any of the transactions referred to therein or contemplated thereby, or under which a determination adverse to the Agency would have a material adverse effect upon the financial condition or the revenues of the Agency, or which, in any manner, questions the right of the

Page 282 of 635 ends

12 4919-4157-7373v3/200356-0706
Agency to issue, sell and deliver the Bonds, to enter into the Indenture and the Irrevocable Refunding Instructions or to use the Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Agency to collect or pledge the Tax Revenues; and (5) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the Underwriter, to the effect that:
(i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trusts created under the Indenture and the Irrevocable Refunding Instructions;
(ii) The Indenture and the Irrevocable Refunding
Instructions have been duly authorized, executed and delivered by the Trustee and the Indenture and the Irrevocable Refunding Instructions constitute the legal, valid and binding obligation of the Trustee, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought; and (iii) Except as may be required under Blue Sky or other securities laws of any state, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Indenture or the Irrevocable Refunding Instructions, or the consummation of the transactions contemplated by the Indenture and the Irrevocable Refunding Instructions.
(6) Agency Certificate. A certificate of the Agency, dated the date of the Closing, signed on behalf of the Agency by a duly authorized officer of the Agency, to the effect that:
(i) the representations and warranties of the Agency
contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing;
(ii) no event affecting the Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and
(iii) no further consent is required to be obtained for the inclusion of the Agency’s audited financial statements, including the accompanying accountant’s letter for the fiscal year ended June 30, [2025] in the Preliminary Official Statement and the Official Statement.
(iv) the Agency is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Agency is a party or is otherwise subject, which would

Page 283 of 635 ends

13 4919-4157-7373v3/200356-0706
have a material adverse impact on the Agency’s ability to perform its obligations under the Agency Legal Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument. (7) Trustee’s Certificate. A Certificate, dated the date of Closing, to the effect that:
(i) the Trustee is a national banking association duly
organized and validly existing under the laws of the United States of America; (ii) the Trustee has full power, authority and legal right to comply with the terms of the Indenture, the Custody Agreement and the Irrevocable Refunding Instructions and to perform its obligations stated therein; and (iii) the Indenture, the Custody Agreement and the
Irrevocable Refunding Instructions have been duly authorized, executed and delivered by the Trustee and (assuming due authorization, execution and delivery by the Agency) constitute legal, valid and binding obligations of the Trustee in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally. (8) Legal Documents. Executed copies of this Purchase
Agreement, the Official Statement, and the other Agency Legal Documents. (9) Rating Letter. A letter from S&P Global Ratings (“S&P”) to the effect that the Bonds have been assigned a rating of “_____”, which rating shall be in effect as of the Closing Date.
(10) Agency Resolutions. A copy of the Agency Resolution and the Agency OS Resolution.
(11) Oversight Board Resolution. A copy of the Oversight Board Resolution.
(12) Department of Finance Letter. A copy of the Department of Finance Letter.
(13) Agency Board Certificate. A certificate of the Clerk of the Agency to the effect that the Agency Resolution and the Agency OS Resolution were validly adopted, remain in full force and effect, and have not been amended, rescinded or otherwise modified since their respective date of adoption.
(14) Oversight Board Certificate. A certificate of the Clerk of the Oversight Board to the effect that the Oversight Board Resolution was validly adopted, remains in full force and effect, and has not been amended, rescinded or otherwise modified since its date of adoption.
(15) [Defeasance Opinions. An opinion or opinions of Bond Counsel with respect to the defeasance of the Prior Bonds.]

Page 284 of 635 ends

14 4919-4157-7373v3/200356-0706
(16) Verification Report. A report, dated the date of the Closing, of ___________, independent certified public accountants (the “Verification Agent”), to the effect that the Verification Agent has verified the accuracy of the mathematical computations of the adequacy of the deposits in the redemption funds for the Prior Bonds for the full and timely payment of all principal (including premium, if any) and interest due with respect to the Prior Bonds to be defeased with the funds referenced in the Irrevocable Refunding Instructions, as are then outstanding on the dates specified in the Official Statement at the then applicable redemption price. (17) 2026 Reserve Policy. The executed 2026 Reserve Policy issued by the Insurer.
(18) Insurer Counsel Opinion. An opinion of counsel to the Insurer, dated as of the Closing Date, addressed to the Underwriter and the Agency in form and substance acceptable to the Underwriter, substantially to the effect that: (i) the Insurer has been duly incorporated and is validly existing and in good standing under the laws of the State of its incorporation; and (ii) the 2026 Reserve Policy constitute legal, valid and binding obligations of the Insurer enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, rehabilitation and other similar laws of general applicability relating to or affecting creditors’ and/or claimants’ rights against insurance companies and to general equity principles.
(19) Additional Documents. Such additional certificates, instruments and other documents as Bond Counsel, the Agency or the Underwriter may reasonably deem necessary.

All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter.

If the Agency or the Trustee shall be 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 Agreement, if the Agency shall determine in good faith (and provide written notice to the Underwriter) that legislation has been introduced or proposals made by the Governor of the State which if enacted and effective would impose additional limitations or burdens on the Agency or the City of Pittsburg (the “City”) by reason of the issuance of the Bonds or which purport to prohibit the issuance of the Bonds, 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 Agreement, this Purchase Agreement shall terminate and the Underwriter shall be under no further obligation hereunder.

8. Termination. The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefor, by notification to the Agency if at any time between the date hereof and prior to the Closing:
(a) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or

Page 285 of 635 ends

15 4919-4157-7373v3/200356-0706
(b) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Agency, or the interest on bonds or notes or obligations of the general character of the Bonds; or (c) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or
(d) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or
(e) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter’s ability to trade the Bonds; or
(f) a general banking moratorium shall have been established by federal or State authorities; or
(g) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, or there has occurred any escalation of existing hostilities, calamity or crisis, financial or otherwise, the effect of which on the financial

Page 286 of 635 ends

16 4919-4157-7373v3/200356-0706
markets of the United States being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; or (h) any rating of the Bonds shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter’s reasonable opinion, materially adversely affects the marketability or market price of the Bonds; or (i) the commencement of any action, suit or proceeding described in Section 5(g) hereof which, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds; or
(j) there shall be in force a general suspension of trading on the New York Stock Exchange.

9. Expenses. The Agency will pay or cause to be paid the approved expenses incident to the performance of its obligations hereunder and certain expenses relating to the sale of the Bonds, including, but not limited to, (a) the cost of the preparation and printing or other reproduction of the Agency Legal Documents (other than this Purchase Agreement); (b) the fees and disbursements of Bond Counsel, the Municipal Advisor, Fiscal Consultant and any other experts or other consultants retained by the Agency; (c) the costs and fees of the credit rating agencies; (d) the cost of preparing and delivering the definitive Bonds; (e) the cost of providing immediately available funds on the Closing Date; (f) the cost of the printing or other reproduction of the Preliminary Official Statement and Official Statement and any amendment or supplement thereto, including a reasonable number of certified or conformed copies thereof; (g) the Underwriter’s out-of-pocket expenses incurred with the financing; (h) the fees of a third party consultant for a continuing disclosure undertaking compliance review; and (i) expenses (included in the expense component of the spread) incurred on behalf of the City’s or the Agency’s employees which are incidental to implementing this Purchase Agreement. The Underwriter will pay the expenses of the preparation of this Purchase Agreement and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds, and the fee and disbursements of Underwriter’s Counsel. The Underwriter is required to pay the fees of the California Debt and Investment Advisory Commission in connection with the offering of the Bonds. The Agency acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider such fees. Notwithstanding that such fees are solely the legal obligation of the Underwriter, the Agency agrees to reimburse the Underwriter for such fees.

The Underwriter shall pay, and the Agency shall be under no obligation to pay, all expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds.

10. Notices. Any notice or other communication to be given to the Agency under this Purchase Agreement may be given by delivering the same in writing at the Agency’s address set forth above; Attention: Executive Director, and to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, One Montgomery Street, 35th Floor, San Francisco, California 94104, Attention: Eileen Gallagher, Managing Director.

11. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Agency and the Underwriter and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the Agency contained in this

Page 287 of 635 ends

17 4919-4157-7373v3/200356-0706
Purchase Agreement shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Purchase Agreement; and (iii) any termination of this Purchase Agreement.

12. Effectiveness and Counterpart Signatures. This Purchase Agreement shall become effective upon the execution of the acceptance by an authorized officer of the Agency and shall be valid and enforceable at the time of such acceptance and approval. This Purchase Agreement may be executed by the parties hereto by facsimile transmission and in separate counterparts, each of which when so executed and delivered (including delivery by facsimile transmission) shall be an original, but all such counterparts shall together constitute but one and the same instrument.

13. Headings. The headings of the sections of this Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof.

Page 288 of 635 ends

S-1
4919-4157-7373v3/200356-0706

14. Governing Law. This Purchase Agreement shall be construed in accordance with the laws of the State of California.

Very truly yours,

STIFEL, NICOLAUS & COMPANY,

INCORPORATED

By:

Its: Managing Director
Accepted:

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE

CITY OF PITTSBURG

By:

Executive Director
Time: ____________ p.m.

Page 289 of 635 ends

A-1
4919-4157-7373v3/200356-0706

EXHIBIT A
$__________

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG
SUBORDINATE TAX ALLOCATION REFUNDING BONDS, 2026 SERIES A

MATURITY SCHEDULE

Maturity Date
Principal
Amount Interest Rate Price
10% Test
Used
Hold the
Offering Price
Used

C Priced to the optional redemption date of September 1, 20__, at _____.

T Term Bonds.
$____________

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG
SUBORDINATE TAX ALLOCATION REFUNDING BONDS, (TAXABLE) 2026 SERIES B

Maturity Date
Principal
Amount Interest Rate Price
10% Test
Used
Hold the
Offering Price
Used

C Priced to the optional redemption date of September 1, 20__, at _____.

T Term Bonds.

Page 290 of 635 ends

A-2
4919-4157-7373v3/200356-0706

REDEMPTION PROVISIONS
Optional Redemption of Series A Bonds. The Series A Bonds are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on any date on or after September 1, 20__, by such maturity or maturities as shall be directed by the Agency (or in absence of such direction, pro rata by maturity and by lot within a maturity), from any source of available funds. Such optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of Series A Bonds. The Series A Bonds maturing September 1, 20__ and September 1, 20__ (the “Term Bonds”) shall also be subject to mandatory redemption in whole, or in part by lot, on July 1 in each year, commencing September 1, 20__ and September 1, 20__, respectively, as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account pursuant to the Indenture, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 1 in the respective years as set forth in the following tables; provided however, that (y) in lieu of redemption thereof such 20__ Term Series A Bonds may be purchased by the Agency pursuant to the Indenture, and (z) if some but not all of such Term Series A Bonds have been redeemed pursuant to subsection (a) above, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Term Series A Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Agency (written notice of which determination shall be given by the Agency to the Trustee and shall include a revised sinking fund schedule).

Term Series A Bonds of 20__
September 1 Principal Amount

(Maturity)

No Optional Redemption of Series B Bonds. The Series B Bonds are not subject to optional redemption prior to their respective maturity dates.

Mandatory Sinking Fund Redemption of Series B Bonds. The Series B Bonds maturing September 1, 20__ and September 1, 20__ (the “Term Bonds”) shall also be subject to mandatory redemption in whole, or in part by lot, on July 1 in each year, commencing September 1, 20__ and September 1, 20__, respectively, as set forth below, from sinking fund payments made by the Successor Agency to the Principal Account pursuant to the Indenture, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 1 in the respective years as set forth in the following tables; provided however, that (y) in lieu of redemption thereof such 20__ Term Series B Bonds may be purchased by the Agency pursuant to the Indenture, and (z) if some but not all of such Term Series B Bonds have been redeemed pursuant to subsection (a) above, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Term Series B Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the

Page 291 of 635 ends

A-3
4919-4157-7373v3/200356-0706
Agency (written notice of which determination shall be given by the Agency to the Trustee and shall include a revised sinking fund schedule).

Term Series B Bonds of 20__
September 1 Principal Amount

(Maturity)

Page 292 of 635 ends

B-1
4919-4157-7373v3/200356-0706

EXHIBIT B

FORM OF ISSUE PRICE CERTIFICATE
$__________

SUCCESSOR AGENCY TO THE

REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG
SUBORDINATE TAX ALLOCATION REFUNDING BONDS, 2026 SERIES A

The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).

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

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Stifel offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated _____, 2026, by and between Stifel and the Issuer, Stifel has agreed in writing that, (i) for each Maturity of the Hold-the- Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (_____, 2026), or (ii) the date on which Stifel has sold at least 10% of such Hold- the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.

Page 293 of 635 ends

B-2
4919-4157-7373v3/200356-0706
(d) Issuer means the Successor Agency to the Redevelopment Agency of the City of Pittsburg.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is _____, 2026. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall LLP, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Name:

By:

Name:

Dated: ________, 2026

Page 294 of 635 ends

B-3
4919-4157-7373v3/200356-0706

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)

Page 295 of 635 ends

B-4
4919-4157-7373v3/200356-0706

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

Page 296 of 635 ends

C-1
4919-4157-7373v3/200356-0706

EXHIBIT C
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents to Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) that [he/she] is a duly appointed and acting officer of the Successor Agency to the Redevelopment Agency of the City of Pittsburg authorized to execute this Certificate, and as such is to execute and deliver this Certificate and further hereby certify and reconfirm on behalf of the Agency to the Underwriter as follows:
(1) This Certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”) in connection with the offering and sale of the Successor Agency to the Redevelopment Agency of the City of Pittsburg Subordinate Tax Allocation Refunding Bonds, 2026 Series A (the “Series A Bonds”) and the Successor Agency to the Redevelopment Agency of the City of Pittsburg Subordinate Tax Allocation Refunding Bonds, (Taxable) 2026 Series B (the “Series B Bonds” and, together with the Series A Bonds, the “Bonds”).
(2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, dated as of _____, 2026, setting forth information concerning the Bonds and the Agency, as issuer of the Bonds (the “Preliminary Official Statement”).
(3) As used herein, “Permitted Omissions” shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters and the identity of the underwriter(s), all with respect to the Bonds. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule and has been, and the information therein is accurate and complete in all material respects except for the Permitted Omissions. (5) If, at any time prior to the execution of the final contract of purchase, any event occurs as a result of which the Preliminary Official Statement might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Agency shall promptly notify the Underwriter thereof.

IN WITNESS WHEREOF, I have hereunto set my hand as of the ______ day of ______, 2026.

SUCCESSOR AGENCY TO REDEVELOPMENT

AGENCY OF THE CITY OF PITTSBURG
By
Authorized Officer

Page 297 of 635 ends

STAFF REPORT

MEETING DATE: April 20, 2026

TO: Mayor and Council Members

FROM: Darin E. Gale‚ City Manager
Sara Bellafronte, Assistant to the City Manager

SUBJECT: Adoption of a City Council Minute Order to Approve the City Council Strategic Plan for Fiscal Year 2026-27

EXECUTIVE SUMMARY

The City Council and staff collaborate annually to establish a City Council Strategic Plan (Plan) for the following fiscal year. Staff is proposing the Fiscal Year 2026-27 Plan.

FISCAL IMPACT

This item has no fiscal impact. It should be noted that if adopted, the Plan is intended to inform and guide decisions that may have a financial impact during the budget process and as projects and programs are considered.

RECOMMENDATION

City Council adopt this Minute Order, approving the City Council Strategic Plan for Fiscal Year 2026-27.

BACKGROUND

On January 24, 2026, staff and Vicky Regan of Hone Leadership facilitated a City Council public workshop. The workshop aimed to review and define City Council priority areas and align impact-driven goals, objectives, and implementation measures, and introduce performance measure concepts for the upcoming year. It also included a review of the Fiscal Year 2025-26 Plan and accomplishments and a discussion on Council members’ use of their Shared Values Charter since its adoption last year.

The City Council participated in collaborative conversations as well as a voting exercise to identify and organize priority areas and adjust goals. This led to the following structural updates proposed in the Draft FY 2026-27 Plan:

Page 298 of 635 ends

• Rephrasing of Priority Area definitions as declaration statements • Re-imagining the Youth Development Priority Area to the Community Enrichment & Youth Development Priority Area
• Designation of Improvement Priority Areas: Economic Development, Public Infrastructure, and Effective Service Delivery
• Designation of Sustainment Priority Areas: Youth Development and Public Safety

At the March 16, 2026 City Council meeting, staff led a workshop to receive City Council feedback on the Draft FY 2026-2027 Plan.

SUBCOMMITTEE FINDINGS

Subcommittees received staff presentations demonstrating proposed goals based on current operations, objectives, and measures of success on the following dates:
• February 18, 2026: Life Enrichment
• February 20, 2026: Finance Management
• March 4, 2026: Infrastructure & Transportation
• March 5, 2026: Public Safety
• March 12, 2026: Community & Economic Development
• March 18, 2026: Life Enrichment

Subcommittee findings through March 5th’s meeting were reflected in the Draft Fiscal Year 2026-27 Plan, and findings through March 18 are reflected in the Fiscal Year 2026-27 Plan proposed for adoption as shown in the attached handout.

STAFF ANALYSIS

Staff incorporated subcommittee input and feedback received at the January 24th and March 16th workshops in the proposed Plan. The proposed Plan builds on Fiscal Year 2024-25 and Fiscal Year 2025-26 Plans and reflects continued priorities of Economic Development, Public Infrastructure, Public Safety, and Effective Service Delivery while expanding the Youth Development priority to include Community Enrichment. This augmentation emphasizes meeting community-wide needs for services and programs that enhance quality of life and promote lifelong self-sufficiency. The proposed Plan continues to function as a multi-year living document with long-term goals, mid-term objectives, and annual implementation measures.

With an emphasis on impact-driven goals, the Plan seeks to create:
• A diverse, resilient, and growing local economy with a jobs housing ratio of 3:5, productive transitions of legacy industrial and underperforming properties, and expanded commercial revenue
• Safe and reliable infrastructure sustained efficiently over time, starting with reduction of sewer overflows and water line breaks, targeted beautification projects, and a concerted effort to increase Pavement Condition Index by 6 points by 2030

Page 299 of 635 ends

• An engaged and connected community supported with tools to thrive sourced from existing educational, public safety, regional, and community resources. • A safe community built on trust and collaboration with public safety with 3.0 or less violent crimes per capita and 18.0 or less property crimes per capita, and an emphasis on emergency preparedness
• A satisfied community achieved through efficiency, assistance, feedback implementation, technology.

Discussion at the March 16, 2026 workshop prompted the following updates to the proposed Plan:
• Including at least one fiscal sustainability performance measure for all priority areas
• Right-sizing achievability of Effective Service Delivery objectives and implementation measures
• Creating a vision for specific commercial corridors and job centers, action plans for sports tourism and blighted/vacant industrial spaces • Reintroducing the community services hub concept, focusing first on buy-in from the community and service providers, and determining their preferred methods for receiving/providing services
• Emphasizing the Community Table model to get data driven outcomes identified in the Youth and Young Adult Services Master Plan
These visions are embodied in a series of five proposed declaration statements developed through workshop and subcommittee input. The statements and additional Plan details can be found in the Fiscal Year 2026-27 City Council Strategic Plan Handout attached.

NEW RECOMMENDED LONG-TERM FINANCIAL STABILITY GOAL

As staff continued refining the Fiscal Year 2026-27 Strategic Plan, the City Manager prepared an additional recommended goal related to enhancing the City’s long term financial stability. This recommendation is based on recent budget information shared with the City Council regarding emerging fiscal constraints. Because this information was not available during earlier Council workshops and subcommittee meetings, the Council understandably did not have the opportunity to consider a financial stability goal at that time. To support informed decision making, staff drafted proposed language for Council’s review. Attachment 2 includes this draft goal for the City Council’s consideration.

ATTACHMENTS: Attachment 1 - FY 2026-27 City Council Strategic Plan Handout Attachment 2 - Financial Stability

Page 300 of 635 ends

Attachment 1
1 Fiscal Year 2026-27 City Council Strategic Plan
TIER: IMPROVEMENT
Priority Area: Public Infrastructure

Our public infrastructure is safe, reliable, and sustainable with well-maintained public spaces and essential amenities that enhance quality of life and economic vitality.

Goals Objectives Implementation Measures Performance Measures Reduce Traffic Delay at
the Intersection of San
Marco Boulevard and West
Leland Road

1. Finalize Design of W Leland Road
Extension Project

2. Certify Environmental Document

3. Award Construction Contract

4. Open the new roadway to the public

5. Participate in regional transportation
processes and funding opportunities
regarding traffic alleviation
Reduce travel time from W
Leland Road at Alves Ranch
Road to Willow Pass Road at
Highway 4 westbound on-
ramp by XXXX

Reduce Traffic Delay
Along Railroad Avenue
Corridor

1. Complete construction of the Smart
Signals Project

2. Complete Pittsburg Center Smart
Signal Project which improves
amenities for active transportation,
especially routes to/from transit
Reduce travel time on
Railroad Avenue from E 10th
Street to Buchanan Road by
XXXX
1 Improve Traffic
Circulation
Reduce Traffic Delay
Along Bailey Road

1. Finalize design of Bailey Road
Improvements Phase I Project

2. Certify Environmental Document

3. Award Construction Contract

4. Finalize Construction of the Project

5. Participate in regional transportation
processes and funding opportunities
regarding traffic alleviation
Reduce travel time on Bailey
Road from W Leland Road to
Southern City Limit by XXXX

Page 301 of 635 ends

Attachment 1
2 Increase Pavement
Condition Index (PCI) to 65
by 2030

1. Implement Pavement Management
Plan to preserve local roads

2. Complete Construction of the Bailey
Road Pavement Maintenance Project

3. Pursue Grant Funding for Arterial Road
Maintenance
Increase PCI to 65 by 2030
Develop Sewer
Infrastructure Management
Plan

1. Complete Sewer Master Plan Update

2. Develop Sewer Management Plan

3. Complete Sewer rate study

4. Implement Sewer Management Plan
Have 1.15 or fewer sewer
main overflows per 100 miles
of sewer main a year
Develop Water
Infrastructure Management
Plan

1. Complete Water Master Plan Update

2. Develop Water Management Plan

3. Complete water rate study

4. Implement Water Management Plan
Have 16.9 or fewer water
main breaks per 100 miles of
water main a year
2 Develop and
implement long term
routine maintenance
programs for existing
City infrastructure
Implement Landscape
Maintenance Master Plan

1. Complete Engineers Report exploring a
rate increase for Lighting and
Landscape Districts

2. Present recommendations of the report
to City Council for adoption

3. Implement the Landscape Maintenance
Master Plan recommendations
To be determined based on
funding
3 Improve Public
Facilities and
Infrastructure for
Beautification and
Safety
Reduce litter and blight at
key entrances to the City

1. Prioritize key entrances into the City for
beautification

2. Design and construct improvements at
priority location

3. Utilize legal processes to address
blighted properties

4. Develop stronger board up/vacant
standards

1. Complete at least 1
beautification project each
year

2. Fewer boarded and
blighted properties,
especially in commercial
areas

Page 302 of 635 ends

Attachment 1
3 Priority Area: Economic Development

Our economy is a diverse and resilient place where business support and partnerships drive sustainable growth, local jobs and long- term prosperity.

Goals Objectives Implementation Measures Performance Measures Leverage Pittsburg’s
emerging youth sports
tourism market, waterfront
amenities, and new hotel
capacity to increase visitor
spending. (General Plan
Actions 6-A-1.g)

1. Create a high-level overview of the role
of the City, hospitality businesses, and
Dream Courts operator

2. Identify each Department’s role in
supporting tourism within the City

1. Achieve average hotel
occupancy of 80%.

2. Establish an upward
trend in sales tax and
Transient Occupancy Tax
revenues
Facilitate development of
key employment and tax-
generating sites including
industrial campuses,
innovation facilities, and
commercial corridors.
(Multiple General Plan
Actions)

1. Entitle at least 100 acres/100,000 s.f. of
commercial and/or industrial land

2. Expand service of PPC into Pittsburg

3. Create a conceptual development
model for the Garcia Corridor

1. Establish an upward
trend in sales and
property tax revenue(s)

2. Attract or expand new
businesses employing
20+ workers

3. Achieve 90% occupancy
rate within the multi-
tenant industrial parks
1 Increase Pittsburg’s
locally generated
revenue. (General
Plan Policy 6-P-1.4)
Reduce commercial blight
and improve business
district appearance
(General Plan Actions 4-A-

3.a/d)

1. Conduct Code Enforcement
assessments of Pittsburg Towne Center
and Pittsburg City Plaza

2. Survey businesses in these centers
before and after enforcement activity

3. Develop stronger board up/vacant
standards

4. Develop an action plan for the
Loveridge Corridor

1. Achieve voluntary
compliance with 90% of
identified municipal code
violations

2. Improve business’ views
of commercial centers

3. Establish an upward
trend in sales tax
revenues within these
commercial centers

Page 303 of 635 ends

Attachment 1
4 4. Adopt standards for
addressing vacant
commercial areas
2 Promote Pittsburg to
industries that provide
stable wages (General
Plan Actions 6-A-4.e/f)

1. Coordinate with buyers of large
industrial sites

2. Develop specific plans based around
high energy users and target industries
focused on the Northeast Industrial
Area

3. Strengthen workforce
pipelines/partnerships

1. Establish 60 new jobs in
Pittsburg, with at least
40% paying above
Contra Costa County
median wage

2. Establish three new
employer partnerships for
internships,
apprenticeships, or direct
hiring pipelines

Attract and retain a
broad base of
businesses and
industries to provide
a variety of skilled
jobs allowing career
growth potential,
while focusing on
high-wage and/or
high-sales tax
producing
opportunities.
(General Plan Policy
6-P-4.2)
Align the Strategic Plan
with Envision Pittsburg and
CIP
Update the City’s Economic Development
Strategic Plan (General Plan Action 6-A-

1.a)
Revise policies within an
updated Strategic Plan that
provides clear pathways to
executable actions.

Page 304 of 635 ends

Attachment 1
5 Priority Area: Effective Service Delivery

Our technology-driven culture maximizes efficiency, elicits public trust, and provides exceptional resident experiences through innovation, capacity building, and continuous improvement.

Goals Objectives Implementation Measures Performance Measures Implement a unified
customer feedback system
with analytics

1. Design: Standardized feedback rating
system

2. Implement: Deploy feedback system

3. Analyze: Monitor trends with
dashboards

4. Enhance: Continuous service
improvements
Enhance communication
infrastructure to improve
resident experience and
access to City services

1. Assess: Evaluate citywide
communication needs

2. Select: Choose unified communications
platform

1 Achieve and maintain
customer satisfaction
scores of 90% across
all programs and
services
Design a digital resident
experience portal
Design: Create centralized resident
services portal

1. Achieve 90% customer
satisfaction scores
across all programs and
services by 2030

2. Realize at least 20%
participation in feedback
surveys by 2030

3. Implement feedback
mechanism across 100%
of applicable programs
and services by 2029
2 Improve City
operations through
technology and
streamlined
processes
Expand the use of AI and
intelligent automation

1. Explore: Identify AI and automation
tools

2. Develop an AI policy

3. Assess: Evaluate departmental use
cases

4. Deploy: Implement AI-driven solutions

5. Measure: Track efficiency and time
savings

1. Identify time saved for
residents and staff

2. Decrease in permit and
payment center visits

3. Reduce complaints
received

4. Identify percent of
services automated with
AI

Page 305 of 635 ends

Attachment 1
6 Enhance digital service
delivery

1. Assess: Identify utility billing and
Service portal enhancements

2. Modernize: Upgrade utility billing and
City service portals

3. Deploy: Launch mobile-friendly online
services

4. Optimize: Improve usability and
adoption

5. Improve accessibility in
the form of:
a) Increase percentage in
availability of service
when offered online
b) Percent of ADA-
accessible sites with
translation options
c) Device compatibility
achieved

6. Save money

Page 306 of 635 ends

Attachment 1
7 TIER: SUSTAIN
Priority Area: Community Enrichment & Youth Development

We are a thriving community, focused on full development of youth and families, through strategic partnerships that improve social and economic outcomes and prepare young people for lifelong success.

Goals Objectives Implementation Measures Performance Measures Offer accessible and
equitable programming
Implement all-abilities programming for
youth participation in regional
transportation processes and funding
opportunities regarding traffic alleviation
Support Measure X
initiatives
Provide space for Measure X programs at
City facilities
1 Promote a
coordinated network
of youth services
Assess data-driven
programs and services to
drive identified Youth and
Yount Adult Services
Master Plan outcomes
Request and organize data to improve
report-outs from local and regional
convening efforts with partners such as
Pittsburg Unified School District, Police
Activities League, Contra Costa County,
the My Brother’s Keeper Steering
Committee, Los Medanos College,
Coordinated Outreach Referral
Engagement, Pittsburg Police Department,
and community-based operations

1. Improve knowledge of
community-wide program
and service impacts

2. Increase program
participation rates

3. Increased library usage

4. Increased college and
career readiness rates

5. Increased community
center usage

6. Improved
communications with
target demographics
listed in Youth and Young
Adult Services Master
Plan

7. Leveraged County funds

Page 307 of 635 ends

Attachment 1
8 2
Collaborate locally
and regionally to
maximize
coordinated services
for the Pittsburg
community
Create a digital hub for
local and regional
community-serving
nonprofits

1. Conduct surveys for community needs

2. Determine platform and develop the
digital hub

3. Solicit nonprofit participation in the hub

4. Launch hub, engage, and track usage

5. Assess for potential brick and mortar
establishments

Priority Area: Public Safety

Pittsburg is a safe community where residents trust and collaborate with public safety services.

Goals Objectives Implementation Measures Performance Measures 1 Reduce violent crime
to no more than 3.0
per capita and
property crime to no
more than 18.0 per
capita
Implement 2026 Crime
Reduction Strategies

1. Review response times for Priority 1-3
calls

2. Maintain sworn staffing levels at 1.5 per
thousand residents

1. Achieve violent crime
rate of 3.0 per capita or
less

2. Achieve property crime
rate of 18.0 per capita or
less

3. Achieve response rates
of 7 minutes or less per
P1 calls

4. Maintain 1.15 officers per
thousand residents on
staff
2 Ensure the City is
prepared for major
emergencies
Upgrade the Marina
Center to a functional
Emergency Operations
Center

1. Seek funding for a back-up generator

2. Purchase and install a back-up
generator at the Marina Center

1. Install one back-up
generator installed and a
new EOC brought online

2. Leverage grant funds

Page 308 of 635 ends

Attachment 1
9 Update the Local Hazard
Mitigation Plan

1. Solicit bids

2. Award consultant contract

1. Meet federally mandated
5-year LMHP update
requirement

2. Keep citywide emergency
plans updated for modern
and efficient action during
emergencies
Strengthen communication
capabilities during
emergencies

1. Train all City staff on City's emergency
communication tool, Everbridge

2. Educate community on Everbridge to
increase citizen engagement on the
app

1. Redundancy in
communication means
during a major
emergency

2. Streamlined
communication during a
major emergency both
internally and externally

Page 309 of 635 ends

Attachment 2
1 Priority Area: Financial Stability

Our City maintains long‑term fiscal health through transparent planning, prudent resource management, and diversified revenue streams that support high‑quality public services.

Goals Objectives Implementation Measures Performance Measures 1 Strengthen the City’s
long-term financial
sustainability
Ensure stable, predictable,
and diversified revenue
streams to support
essential services and
major infrastructure
initiatives.

1. Conduct a comprehensive long‑term
financial forecast (10 to 20 year
horizon)

2. Identify opportunities to diversify
revenue through economic
development, grants, partnerships, and
fees updates

3. Evaluate and adjust user fees to
achieve full cost recovery where
appropriate

4. Present semi-annual financial outlook
and revenue trend updates to City
Council

5. Ensure new development is full cost
recovery through fees, taxes and
assessments
Eliminate the dependency on
one time revenue streams to
pay for ongoing operations,
salaries and benefits.

Completion of a
comprehensive user fee
update

2 Manage expenditures
and operational costs
efficiently
Improve cost control and
operational efficiency
through process
optimization and
data‑driven decision
making

1. Complete operational efficiency review

2. Identify cost-saving opportunities
through technology, automation, and
restructuring of service delivery within
existing staffing resources

3. Establish and commit to an annual
budget for event and community
sponsorships
Ensure annual adopted
budget does not include use
of general fund reserves or
budget stabilization over
more than two consecutive
years.

Create annual community
funding and in-kind
sponsorship report

Page 310 of 635 ends

Attachment 2
2 3
Ensure stable funding
for capital and
infrastructure needs
and non-capital
obligations
Develop sustainable
funding mechanisms to
maintain and improve City
infrastructure and
contribute towards
unfunded operational
obligations

1. Consider Prop 218 process to provide
essential funding to maintain Landscape
and Lighting Districts Citywide (LLDs)

2. Explore voter‑approved financing
mechanisms (e.g., bonds, assessments,
or taxes as legally appropriate)

3. Establish capital improvements reserve
accounts for facilities, vehicle
replacement and other City infrastructure

4. Consider dedicated funding
mechanisms, with at least 50% being
dedicated to capital improvements.

Establishment of
capital/vehicle replacement
reserve account

New revenue from the use of
Pittsburg Power Company

Page 311 of 635 ends

Combined Agency/City Council Minutes Page 1 of 3 April 6, 2026

CITY OF PITTSBURG

CITY COUNCIL/AGENCY CONCURRENT MEETING MINUTES

DATE: April 6, 2026

LOCATION: Council Chamber, City Hall, 65 Civic Avenue, Pittsburg, CA 94565

CITY COUNCIL/AGENCY MEMBERS
Dionne Adams, Mayor/Chair
Angelica Lopez, Vice-Mayor/Chair
Juan Antonio Banales, Council/Agency Member
Arlene Kobata, Council/Agency Member
Jelani Killings, Council/Agency Member
S.L. Floyd, Agency Member
Annie Hill Herring, Agency Member

APPOINTED OFFICIALS
Darin Gale, City Manager/Executive Director
Donna Mooney, City Attorney/Legal Counsel
Alice E. Evenson, City Clerk/Agency Secretary (elected) Nancy Parent, City Treasurer (elected)

Vice Mayor Lopez called the regular meeting to order at 7:00 P.M. in the Council Chamber at City Hall, 65 Civic Avenue Pittsburg, CA.

ROLL CALL

Mayor Adams was absent and excused.

PLEDGE OF ALLEGIANCE

Chief Albanese led the Pledge of Allegiance.

PRESENTATIONS

1. Youth and Government

PROCLAMATIONS

2. Think Pittsburg – Tandoori Pizza

3. National Sexual Assault Awareness Month

4. National Fair Housing Month

PUBLIC COMMENTS

The following speakers provided comments in support of the In My Section nonprofit organization and its programs benefiting local youth.

James Hartly

Page 312 of 635 ends

Combined Agency/City Council Minutes Page 2 of 3 April 6, 2026 Destiny Madera
Alexander Finn
Araceli Tompkins-Delgado

CITY MANAGER REPORTS/REMARKS

City Manager Gale invited the community to participate in the Civic Pride Clean up event happening on April 18. He also gave kudos to recreation staff for a great Easter event at Small World Park and for the Adaptive Sports League.

COMMITTEE REPORTS

Member Kobata attended Life Enrichment and Public Safety Subcommittee meetings.

Member Banales attended the Infrastructure and Transportation Subcommittee meeting.

CONSIDERATION

5. Adoption of a City Council Resolution Accepting the Plans and Specifications, Allocating Additional Funds, Amending Fiscal Year 2025-26 CIP Budget, and Awarding Project 4079- Linscheid Drive Traffic Calming Phase I

On Motion by Member Killings, seconded by Member Kobata and adopted by the following vote:

AYES: Banales, Killings, Kobata, Lopez
ABSENT: Adams

6. Adoption of City Council, Pittsburg Arts and Community Foundation, Pittsburg Power Company, SW Pittsburg Geologic Hazard Abatement District II and Successor Agency for the Redevelopment Agency of the City of Pittsburg Resolutions Amending the Fiscal Year 2025-26 Budget Based on Year-End Revenue and Expenditure Projections

On Motion by Member Banales, seconded by Member Kobata and adopted by the following vote:

AYES: Banales, Killings, Kobata, Lopez
ABSENT: Adams

CONFLICT OF INTEREST STATEMENT

Member Kobata recused herself from Consent Calendar item #10 due to real property interest.

Member Banales recused himself from Consent Calendar item #11 due to real property interest.

Page 313 of 635 ends

Combined Agency/City Council Minutes Page 3 of 3 April 6, 2026

COMBINED CITY COUNCIL, PITTSBURG ARTS AND COMMUNITY FOUNDATION,

PITTSBURG POWER COMPANY, SOUTHWEST PITTSBURG GHAD II AND SUCCESSOR

AGENCY CONSENT CALENDAR

On Motion by Member Killings, seconded by Member Banales and adopted by the following vote:

AYES: Banales, Killings, Kobata, Lopez
ABSENT: Adams

7. Minutes of March 16, 2026

8. Receive and File Report on the Review of Development Impact Fees Received by the City of Pittsburg Pursuant to Mitigation Fee Act

9. Receive and File Annual Comprehensive Financial Report and Other Audit Reports for the Fiscal Year Ended June 30, 2025

10. Adoption of a City Council Resolution Accepting the Plans and Specifications, Allocating Additional Funds, Amending Fiscal Year 2025-26 CIP Budget, and Awarding Project 2043- Zone 7 Pavement Management Phase 1

11. Adoption of a City Council Resolution Authorizing the City Manager to Execute a Consulting Services Agreement with Raney Planning & Management, Inc. for Further Environmental Review for the Faria Development Project and Amending Fiscal Year 2025-26 Budget

12. Adoption of a City Council Resolution Accepting the Public Improvements for Subdivision 8654, Tuscany Meadows Unit 1

13. Adoption of a City Council Resolution Authorizing the City Manager to Execute a First Amendment to the Consulting Services Agreement with Placeworks Inc. for Preparation of the Pittsburg Municipal Code Title 18 and Zoning Map Updates and Amending Fiscal Year 2025-26 Budget

COUNCIL REQUEST FOR FUTURE AGENDA ITEMS

There were no requests for future agenda items.

COUNCIL MEMBER REMARKS

There were no Council Member remarks.

ADJOURNMENT

The meeting adjourned at 8:47 P.M. to April 20, 2026.

Respectfully submitted,

Alice E. Evenson, City Clerk

Page 314 of 635 ends

STAFF REPORT

MEETING DATE: April 20, 2026

TO: Mayor and Council Members

FROM: Darin E. Gale‚ City Manager
John Samuelson, Director of Public Works/City Engineer
SM Saklaen, Senior Civil Engineer

SUBJECT: Adoption of a City Council Resolution Authorizing the Execution of an Agreement between the City of Pittsburg and Contra Costa County for Project 2052-Delta De Anza
Multimodal Trail Safety Improvements

EXECUTIVE SUMMARY

The City of Pittsburg (City) and Contra Costa County (County) submitted a joint application to the One Bay Area Grant (OBAG3) for Project 2052- Delta De Anza Multimodal Trail Safety Improvements (Project) and was awarded $4,427,000. The Agreement describes the roles and responsibilities for the City, as lead agency, and County within their respective jurisdictions to complete the Project. Adoption of this Resolution will authorize the City Manager to execute an Agreement with the County for the Project.

FISCAL IMPACT

The agreement establishes the County's financial contributions to the City for design and construction of the project. The County has agreed to contribute the required local match of 11.47% for the cost of all improvements located within their jurisdiction.

RECOMMENDATION

City Council adopt the Resolution authorizing the City Manager to execute the Agreement with the County for the Project.

Page 315 of 635 ends

BACKGROUND

On July 15, 2022, the City submitted the One Bay Area Grant (OBAG 3) application for the Project and was selected through a competitive process administered by Contra Costa Transportation Authority (CCTA) to receive $4,427,000 in federal funding.

On June 19, 2023, the City Council approved Resolution No. 23-14318 adopting the Five-Year Capital Improvement Program for Fiscal Years 2023/24 through 2027/28 which created the Project.

On November 17, 2025, the City Council adopted Resolution No. 25-14706 authorizing the execution of a Consulting Services Agreement with Sandis Civil Engineers Surveyors and Planners in the amount of $495,000 for design of the Project.

SUBCOMMITTEE FINDINGS

This item was not presented to a subcommittee meeting.

STAFF ANALYSIS
The Agreement sets forth the roles and responsibilities of the City and County within their respective jurisdictions to complete the Project. While the Agreement has provisions about condemnation, city staff has no expectation of having to exercise eminent domain. The Pittsburg Moves Active Transportation Plan identified Delta De Anza Trail as a priority corridor. Improvements to the trail will enhance safety and help create a well-connected and attractive transportation network that will increase travel by walking or bicycling.

ATTACHMENTS: Resolution
Agreement

Page 316 of 635 ends

BEFORE THE CITY COUNCIL OF THE CITY OF PITTSBURG

In the Matter of:

Authorizing the City Manager to Execute )
Agreement with Contra Costa County for ) RESOLUTION NO. 26- Project 2052-Delta De Anza Multimodal )
Trail Safety Improvements )

WHEREAS, Project 2052- Delta De Anza Multimodal Trail Safety Improvements (Project) will construct a series of safety and operational enhancements on the Delta De Anza Trail (Class I) within the City limits and Bay Point; and WHEREAS, on July 15, 2022, the City, in partnership with Contra Costa County, submitted the One Bay Area Grant (OBAG 3) application for the Project and was selected through a competitive process administered by Contra Costa Transportation Authority (CCTA) to receive $4,427,000 in federal funds; and
WHEREAS, on June 19, 2023, the City Council approved Resolution No. 23-14318 adopting the Five-Year Capital Improvement Program for Fiscal Years 2023/24 through 2027/28 which created the Project; and
WHEREAS, on November 17, 2025, the City Council adopted Resolution No. 25- 14706 authorizing execution of a Consulting Services Agreement with Sandis Civil Engineers Surveyors and Planners in the amount of $495,000 for design of the Project; and WHEREAS, the City will administer the entire project, and Contra Costa County (County) will cover the match requirement (11.47%) for improvements in their jurisdiction; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Pittsburg hereby authorizes the City Manager to execute the Agreement with the County for the Project.

PASSED AND ADOPTED by the City Council of the City of Pittsburg at a regular meeting on the 20th day of April 2026, by the following vote:

AYES:

NOES:

ABSTAINED:

ABSENT:

___________________
Dionne Adams, Mayor
ATTEST:

_______________________
Alice E. Evenson, City Clerk

Page 317 of 635 ends

JOINT EXERCISE OF POWERS AGREEMENT

BETWEEN CONTRA COSTA COUNTY AND THE CITY OF PITTSBURG

FOR THE DELTA DE ANZA MULTIMODAL TRAIL SAFETY IMPROVEMENTS

This JOINT EXERCISE OF POWERS AGREEMENT (“AGREEMENT”), dated as of the ___ day of ___________, 2026 (“EFFECTIVE DATE”), is entered into by Contra Costa County, a political subdivision of the State of California (“ COUNTY”), and the CITY OF PITTSBURG, California, a municipal corporation (“CITY”). COUNTY and CITY are sometimes referred to herein together as the “PARTIES,” and each as a “PARTY.”

RECITALS

A. The Delta De Anza Multimodal Trail Safety Improvements (the “PROJECT”) is a project to implement a series of safety and operational enhancements to the Delta De Anza Trail within the communities of Bay Point and Pittsburg. Within these communities, 22 at-grade crossings exist on the Delta De Anza Trail. In coordination with Contra Costa County, East Bay Regional Park District, and East Bay Municipal Utility District (EBMUD), the City of Pittsburg will design and construct the following improvements: 1) Delta de Anza Trail Crossing Intersections – Install crosswalk enhancements that may include a combination of treatments such as raised crosswalks, rapid rectangular flashing beacons, high-visibility crosswalks, lighting, wayfinding signage, and green bike lanes; 2) Delta de Anza Trail Improvements – Install landscaping, lighting, trail pavement, fencing, and other improvements consistent with the City’s Living Green Gardens for sustainability , shown in location map in Exhibit A, attached hereto and incorporated herein by reference. The PROJECT will be scaled to remain within the approved budget as shown in Exhibit B. The PROJECT is located within unincorporated (Bay Point) Contra Costa County and incorporated City of Pittsburg.

B. The CITY submitted a One Bay Area Grant (OBAG 3) application for the Project and was selected through a competitive process administered by Contra Costa Transportation Authority (CCTA) to receive $4,427,000 in federal funding.

C. COUNTY and CITY intend to define herein the understanding by which COUNTY and CITY are to implement the PROJECT phases described herein . This AGREEMENT describes how the PARTIES will exercise powers common to them within their respective jurisdictions to complete PROJECT-related preliminary design, detailed design, preliminary engineering, environmental clearance and any necessary right of way acquisition. As further described in this AGREEMENT, the P ARTIES intend for PROJECT construction to occur after the PARTIES mutually agree to proceed to that PROJECT phase , following any required environmental review under the California Environmental Quality Act (“CEQA”).

Page 318 of 635 ends

2 AGREEMENT

Now, therefore, in consideration of the mutual covenants and conditions identified herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CITY agree as follows:

1. PURPOSE. This AGREEMENT is entered into pur suant to Government Code section 6500 , et seq., Code of Civil Procedure section 1240.140, Streets and Highways Code sections 943 and 1810, and other applicable law s, to provide for the PARTIES’ exercise of their shared powers for the purpose of completing the PROJECT within their respective jurisdictions. This AGREEMENT sets forth the PARTIES’ obligations to complete activities and pay costs related to PROJECT-related design, environmental documentation and permitting, any necessary right of way acquisition , and construction within their jurisdictions. The estimated PROJECT costs, and approximate allocation of those costs between the PARTIES, are shown in Exhibit B attached hereto and incorporated herein by reference.

2. TERM; EXPIRATION. The term of this AGREEMENT begins on the EFFECTIVE DATE, and it expires upon the COUNTY’s acceptance of the PROJECT as complete under Section 7, unless this AGREEMENT is terminated earlier in accordance with Section 3(g) or Section 12.

3. PRELIMINARY AND FINAL ENGINEERING; ENVIRONMENTAL REVIEW.

a. City’s Obligations . CITY shall complete PROJECT preliminary and final design engineering, environmental processing and review, and right-of-way engineering.

b. CEQA. CITY shall act as the lead agency for the PROJECT for purposes of the California Environmental Quality Act ( “CEQA”), and it shall complete all appropriate environmental review under CEQA, as determined by CITY, prior to advertising for bids for the PROJECT . COUNTY shall determine whether it meets the requirements of a responsible agency under CEQA, and, if such requirements are met, COUNTY shall appropriately participate during PROJECT CEQA environmental review in the capacity of a CEQA responsible agency.

c. Conceptual Designs. CITY shall provide 15% plans and estimate (“Conceptual Designs”) to the COUNTY for review and comment before moving into subsequent phases of the project. If, upon review of the Conceptual Designs that the project is not economically feasible, COUNTY may terminate this AGREEMENT by providing written notice to the CITY. Otherwise, this AGREEMENT may only be terminated under Section 12 (Termination).

d. Project PS&E. CITY shall submit to C OUNTY for review 35%, 65%, and 95% plans, specifications, and estimates (each “PS&E”). COUNTY shall review and comment on each CITY submittal within thirty (30) days of receipt of the submittal from the CITY.

e. Compliance with COUNTY Standards. For that portion of the PROJECT within COUNTY’s jurisdiction, C ITY shall perform all engineering and design work to the

Page 319 of 635 ends

3 satisfaction of COUNTY, in accordance with COUNTY standards and requirements, and in accordance with all applicable State of California , Department of Transportation standard plans and specifications. COUNTY shall have approval authority over the PROJECT PS&E for that portion of the PROJECT within the COUNTY’s jurisdiction.

f. Discretionary Approvals . Neither COUNTY nor CITY will make any discretionary decision with respect to any portion of the PROJECT until after COUNTY’s and CITY’s respective legislative bodies have approved the PROJECT environmental document(s) .

CITY shall not solicit bids for PROJECT construction until after COUNTY’s and CITY’s legislative bodies approve the PROJECT PS&Es under Section 3(g).

g. Approval of Final PS&Es. Before PROJECT construction begins: the final PS&E for the portion of the PROJECT in COUNTY’s jurisdiction shall be approved by either COUNTY’s Board of Supervisors, or by a COUNTY employee who is authorized to exercise discretionary authority to give such app roval in conformity with COUNTY standards, as determined by COUNTY in its sole discretion ; and the final PS&E for the portion of the PROJECT in CITY’s jurisdiction shall be approved by either CITY’s City Council, or by a CITY employee who is authorized to exercise discretionary authority to give such authority in conformity with CITY standards, as determined by CITY in its sole discretion.

h. County’s Ability to Terminate Before Right of Way Acquisition Begins . If, at any time before CITY commences any PROJECT Right of Way Activities (defined in Section 4(a), below), COUNTY determines that it does not have sufficient financial resources to proceed with the PROJECT, COUNTY may terminate this AGREEMENT by providing written notice to CITY. Otherwise, this AGREEMENT may only be terminated under Section 12 (Termination).

4. RIGHT-OF-WAY ACTIVITIES.

a. Designation of Party to Perform Right of Way Activities . Pursuant to Code of Civil Procedure section 1240.140, CITY is hereby designated as the P ARTY to acquire all property and property interests required for the PROJECT within the PARTIES’ jurisdictions, by eminent domain or otherwise, by and through the CITY’s City Council, CITY officials and departments, and CITY’s attorneys, including outside counsel (collectively, “Right of Way Activities”).

i. CITY shall perform all Right of Way Activities for the PROJECT, which may include but may not be limited to acquisition of right of way, slope easements, utility easement, license agreements, temporary construction easements, right of entry permits, storm drainage easements, drainage releases, relinquishment of abutter’s rights, and floating easements for maintenance.

ii. CITY’s City Council may consider adopting a resolution of necessity in accordance with all applicable legal requirements. CITY’s City Council will exercise its independent discretion in determining whether to adopt any resolution of necessity.

Page 320 of 635 ends

4 Nothing in the AGREEMENT commits the City Council to adopting any resolution of necessity.

iii. CITY shall be the PARTY responsible for conducting all public hearings to the end of adopting a resolution of necessity, and for taking all steps necessary to pursue to conclusion eminent domain proceedings as may be necessary to obtain property and property interests for or relating to the PROJECT, and, in connection therewith, for entering into any and all contracts to obtain performance of all legal (including outside counsel), engineering, appraisal, right-of-way, relocation assistance, expert valuation, and related services (also, collectively, “Right of Way Activities”).

b. COUNTY’s Acceptance of Project Right of Way . Within ninety (90) days after CITY acquires any property or property interests required for the portion of the PROJECT within COUNTY’s jurisdiction, CITY shall transfer to COUNTY, and COUNTY shall accept from CITY, title to said property or property interests.

c. Survival. The obligations in this Section 4 shall survive the expiration or termination of this AGREEMENT.

5. PROJECT CONSTRUCTION. The P ARTIES agree that CITY will not advertise the PROJECT to solicit bids until after both PARTIES’ authorized representatives mutually agree in writing to proceed to PROJECT bidding (“Notice to Proceed to Bid”). Each PARTY shall require its authorized representative to not unreasonably withhold agreement to proceed to PROJECT bidding. Upon the execution of the Notice to Proceed to Bid by both PARTIES, the PARTIES’ obligations under Section 5 become effective, as further described in this section.

a. CITY as Lead for Construction . CITY shall act as lead agency for the PROJECT for construction purposes , and it shall be responsible for the overall management, advertisement, and PROJECT construction contract (“PROJECT Construction Contract”) award. C ITY shall be responsible for all PROJECT -related contract administration for construction-related activities within the jurisdictional boundaries of the COUNTY and CITY, and for ensuring that the PROJECT is constructed in compliance with all applicable local, state, and federal laws applicable to COUNTY and CITY , including without limitation the applicable provisions of the California Public Contract Code and the California Labor Code.

b. Parties’ Review of Bids and Financial Impacts . Within five (5) days after the PROJECT Construction Contract bid submission deadline, and before C ITY considers awarding a PROJECT Construction Contract to the lowest responsible bidder, CITY will notify COUNTY regarding the amount of the bid from the apparent lowest responsive and responsible bidder and the anticipated amount of the C OUNTY CONSTRUCTION COSTS (defined in Section 6(b)) that C OUNTY would be required to pay under this AGREEMENT. If, within ten (10) days after receiving that information, COUNTY’s authorized representative reasonably determines that C OUNTY does not have sufficient available financial resources to fund the remaining C OUNTY PRE-CONSTRUCTION

Page 321 of 635 ends

5 COSTS (defined in Section 6(a)) and the C OUNTY CONSTRUCTION COSTS , the PARTIES’ authorized representatives will negotiate in good faith regarding an amendment to Sections 6(a) and 6(b) of this AGREEMENT to include terms addressing the cost structure for and time period in which COUNTY will reimburse CITY for the difference between (a) the amount of remaining COUNTY PRE-CONSTRUCTION COSTS, plus the COUNTY CONSTRUCTION COSTS that the C OUNTY is required to pay under this AGREEMENT, minus (b) COUNTY’s then available financial resources for remaining COUNTY PRE-CONSTRUCTION COSTS and COUNTY CONSTRUCTION COSTS.

Nothing in this AGREEMENT requires CITY’s City Council to exercise its discretion in any particular way in response t o, or after considering, PROJECT Construction Contract bids that CITY receives; and CITY reserves the right for its City Council to award a contract to the lowest responsive and responsible bidder, as determined by CITY, or to reject all bids received, or to take any other discretionary action authorized by law.

c. Issuance of County Encroachment Permit . Upon request by C ITY or its c ontractor, COUNTY shall issue an encroachment permit to CITY’s contractor for all improvements constructed under the PROJECT within the jurisdictional boundaries of the C OUNTY, at no fee to CITY or its contractor.

d. County as Additional Insured. CITY shall require the PROJECT construction contractor to maintain, at a minimum, the policies of insurance, at the specified limits, set forth in Exhibit C , attached hereto. C ITY shall require its PROJECT construction contractor to name the C OUNTY, its elected officials, officers, directors, employees, agents, and representatives as additional insureds under each insurance policy. Following construction contract award and before construction of the PROJECT begins, the C ITY shall provide the COUNTY, or the CITY shall require the PROJECT construction contractor to provide the COUNTY, a certificate of insurance that meets the requirements of this section.

e. COUNTY as Additional Indemnitee . CITY shall require its PROJECT construction contractor to indemnify, defend, and hold harmless C OUNTY to the same extent that the contractor is required to indemnify, defend, and hold harmless CITY.

f. Bonds. CITY shall require its PROJECT construction contractor to obtain payment an d performance bonds that name both COUNTY and CITY as obligees under the bonds.

g. Warranty. CITY shall require its PROJECT construction contractor to guarantee to COUNTY and CITY, for a period of one (1) year following acceptance of the PROJECT by CITY under Section 7, that the PROJECT is constructed in accordance with the final and as -built PROJECT PS&E, is and will be free from defects , and will perform satisfactorily in accordance with COUNTY and CITY standards and requirements.

h. Qualified Representatives. Each of COUNTY and CITY shall designate representatives for all construction -related communications between COUNTY and CITY during the PROJECT construction phase. For PROJECT features within COUNTY’s jurisdiction, COUNTY may elect to authorize its qualified representative to have authority to accept or reject work or materials, or to order any actions needed for public safety or the preservation

Page 322 of 635 ends

6 of property, and to assure compliance with all provisions of the COUNTY’s encroachment permit.

i. Project Change Orders . CITY shall administer all PROJECT change orders . For any PROJECT change order affecting portions of the PROJECT within C OUNTY’s jurisdiction, C ITY’s authorized representative will provide COUNTY’s authorized representative a copy of the proposed change order; and C OUNTY’s authorized representative shall respond to the proposed change order within five (5) days after receiving the propose d change order from C ITY. COUNTY shall require its authorized representative to not unreasonably withhold approval of any PROJECT change order affecting portions of the PROJECT within COUNTY’s jurisdiction.

j. Unanticipated Physical Conditions. Notwithstanding Section 5(i), if PROJECT changes in COUNTY’s jurisdiction are required due to unanticipated physical conditions of property required for the PROJECT, and if th ose PROJECT changes would cause the COUNTY CONSTRUCTION COSTS to exceed the amount in Exhibit B, the PARTIES’ authorized representatives shall meet and confer regarding proposed PROJECT changes within five (5) days after C ITY notifies COUNTY about those PROJECT changes. If COUNTY’s authorized representative reasonably determines that C OUNTY does not have sufficient available financial resources to fund the increased costs associated with the proposed PROJECT changes, the PARTIES’ authorized representatives will negotiate in good faith regarding an amendment to Section 6(b) of this AGREEMENT to include terms addressing the cost structure for and time period under which COUNTY will reimburse CITY for the increased costs attributable to the proposed PROJECT changes.

k. Disputes with the Project Construction Contractor. In the event of a dispute between CITY and the CITY’s PROJECT construction contractor that could increase the C OUNTY CONSTRUCTION COSTS beyond those listed in Exhibit B , or that could expose COUNTY to other financial liability not included in Exhibit B, the PARTIES’ authorized representatives shall negotiate in good faith in an effort to resolve the dispute to their reasonable satisfaction.

6. FINANCIAL RESPONSIBILITY, INVOICING, AND PAYMENT.

a. Pre-Construction Costs. COUNTY shall pay CITY 11.47% of the actual costs for all pre- construction activities for t hat portion of the PROJECT within C OUNTY’s jurisdiction (collectively “ COUNTY PRE-CONSTRUCTION COSTS”), provided that the COUNTY’s PRE-CONSTRUCTION COSTS shall not exceed the lesser amount of either twenty-five percent (25%) of the COUNTY CONSTRUCTION COSTS defined in Section 6(b) or $250,000. COUNTY PRE-CONSTRUCTION COSTS include all of preliminary and final engineering, including work to obtain environmental clearance and permits, and all Right of Way Activit ies, as applicable. The COUNTY PRE-CONSTRUCTION COSTS are estimated and shown in Exhibit B, under total design attached hereto.

b. Construction Costs. COUNTY shall pay C ITY 11.47% of the actual costs to construct and administer the construction of that portion of the PROJECT in COUNTY’s jurisdiction

Page 323 of 635 ends

7 (“COUNTY CONSTRUCTION COSTS ”). The C OUNTY CONSTRUCTION COSTS are estimated and shown in Exhibit B (currently, line items for the “CON Phase” ).

Immediately after C ITY’s award of the PROJECT Construction Contract, the PARTIES agree to replace Exhibit B with a new Exhibit B, in accordance with Section 6(d).

c. Invoicing and Payment. CITY shall invoice COUNTY after the following events for all costs incurred by CITY: (a) approval of Final PS&Es as specified in Section 3(g); and (b) completion and acceptance as specified in Section 7. COUNTY shall pay the amount stated on an invoice within forty-five (45) days after receiving the invoice from CITY.

d. Updating Exhibit B. As of the EFFECTIVE DATE, Exhibit B includes the estimated cost of the PROJECT for both PARTIES. This amount represents the anticipated cost for budgeting purposes , but the amount may not represent the actual cost to complete the PROJECT. The PARTIES’ authorized representatives may agree to replace Exhibit B with a new Exhibit B whenever they deem necessary to update the PROJECT scope of work, cost estimates, and cost allocation shown in Exhibit B. The PARTIES agree that Exhibit B shall be replaced following the award of a PROJECT Construction Contract and after each PROJECT change order. Each new Exhibit B must be signed by authorized representatives of both PARTIES, which shall cause it to b e incorporated into this AGREEMENT. The PARTIES acknowledge that a new Exhibit B may include new line items in addition to those referenced in Sections 6(a) and 6(b).

e. Survival. The obligations in this Section 6 shall survive the expiration or termination of this AGREEMENT.

7. COMPLETION & ACCEPTANCE. Upon completion of PROJECT construction, as determined by CITY, CITY and COUNTY representatives sha ll conduct a joint final inspection of the PROJECT prior to acceptance of improvements as complete. Following the joint final inspection THE CITY’s CITY COUNCIL shall consider accepting the PROJECT as complete. Within thirty (30) days after CITY accepts the PROJECT as complete, COUNTY shall cause its Board of Supervisors to consider accepting the portions of the PROJECT in the COUNTY as complete, which acceptance shall not be unreasonably withheld. After CITY accepts the PROJECT as complete, CITY shall provide C OUNTY copies of all as -built drawings for the PROJECT improvements.

8. RELEASE OF WARRANTY . Prior to expiration of the one -year warranty period for the contractor’s warranty referenced in Section 5( g), COUNTY ’s and CITY ’s authorized representatives shall conduct a joint inspection of the PROJECT . The purpose of this joint inspection is to determine whether the PROJECT has performed during the one-year warranty period to CO UNTY’s and CITY’s satisfaction. After th is joint final inspection , COUNTY shall provide CITY written concurrence for a release of the warranty bond for the PROJECT, which concurrence shall not unreasonably be withheld . Upon receipt of C OUNTY’s written concurrence, CITY may release the warranty bond for the PROJECT. T he obligations in this Section 8 shall survive the expiration of this AGREEMENT.

9. OWNERSHIP AND MAINTENANCE; INDEMNITY.

Page 324 of 635 ends

8 a. County’s Obligations. After COUNTY accepts the PROJECT as complete under Section 7, COUNTY shall own and maintain the portion of the PROJECT located in COUNTY’s jurisdictional boundaries, shall assume total responsibility for that portion of the PROJECT, and shall defend, indemnify, save , and hold harmless CITY, its governing body, officers, agents, and employees, from and against all claims, demands, suits, costs, expenses and liability for any damages, injury, sickness, or death (“Liabilities”) arising out of or related to the design, construction, use, operation , or maintenance of the portion of the PROJECT located in COUNTY’s jurisdictional boundaries.

b. City’s Obligations. After CITY accepts the PROJECT as complete under Section 7, CITY shall own and maintain the portion of the PROJECT located in CITY’s jurisdictional boundaries, shall assume total responsibility for that portion of the PROJECT , and shall defend, indemnify, save, and hold harmless COUNTY, its governing body, officers, agents, and employees, from and against all Liabilities arising out of or related to the design, construction, use, operation, or maintenance of the portion of the PROJECT located in the CITY’s jurisdictional boundaries.

c. Survival. The obligations in this Section 9 are in addition to the obligations in Section

10. If there is any conflict between a PARTY’s obligations in this Section 9 and the PARTY’s obligations in Section 10, the conflicting obligation in this Section 9 shall prevail and govern. The obligations in this Section 9 shall survive the expiration or termination of this AGREEMENT.

10. HOLD HARMLESS.

a. Standard of Care. Nothing in this AGREEMENT is intended to affect the legal liability of any PARTY by imposing any standard of care, with respect to the work performed hereunder, different from the standard of care imposed by law.

b. City’s Obligations. CITY shall defend, indemnify, and hold harmless COUNTY, and its governing body, officers, agents , and employees, from and against that portion of any Liabilities related to or arising out of CITY’s performance of its obligations under this AGREEMENT.

c. County’s Obligations. COUNTY shall defend, indemnify, and hold harmless CITY, and its governing body, officers, agents, and employees, from and against that portion of any Liabilities related to or arising out of COUNTY’s performance of its obligations under this AGREEMENT.

d. Survival. The obligations of this Section 1 0 shall survive the termination or expiration of this AGREEMENT. If there is any conflict between a PARTY’s obligations in this Section 10 and the PARTY’s obligations in Section 9, the conflicting obligation in Section 9 shall prevail and govern.

Page 325 of 635 ends

9 11. MODIFICATION. This AGREEMENT may not be modified or amended except in a writing signed by all PARTIES hereto. However, the PARTIES’ authorized representatives may modify this AGREEMENT by updating Exhibit B, as described in and pursuant to Section 6(d).

12. TERMINATION.

a. Termination for Cause. If either PARTY reasonably determines that the other PARTY (a) is unable to fulfill the terms of the AGREEMENT, (b) is violating or has violated any laws pertaining to the AGREEMENT or PROJECT, or (c) has failed to cooperate with the other PARTY in accordance with the terms of the AGREEMENT, the aggrieved PARTY shall give the other PARTY written notice specifying the reasons for that determination. Within 10 days thereafter, each PARTY’s designated representative shall meet and cooperate in good faith to attempt to resolve the issue or issues specified in the notice. If the issue or issues cannot be resolved to the reasonable satisfaction of both PARTIES, the aggrieved PARTY may terminate this AGREEMENT immediately upon written notice to the other PARTY.

b. Termination upon Mutual Agreement. Except to the extent this AGREEMENT provides otherwise, the PARTIES may terminate this AGREEMENT by mutual written agreement.

c. County’s Obligations. If this AGREEMENT is terminated, COUNTY shall pay CITY for costs incurred in connection with the PROJECT up to the date of termination, in accordance with Section 6.

13. NO THIRD-PARTY BENEFICIARIES. Nothing in this AGREEMENT, express or implied, is intended to confer on any person, other than the PARTIES and their successors and assigns, any rights or remedies by reason of this AGREEMENT.

14. AGREEMENT CONSTRUCTION. The section headings and captions of this AGREEMENT are, and the arrangement of this AGREEMENT is, for the sole convenience of the PARTIES to this AGREEMENT. The section headings, captions, and arrangement of this AGREEMENT do not in any way affect, limit, amplify, or modify the terms and provisions of this AGREEMENT. This AGREEMENT shall not be construed as if it had been prepared by one of the PARTIES, but , rather, as if all PARTIES have prepared it. The PARTIES to this AGREEMENT and their attorneys have read and reviewed this AGREEMENT and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this AGREEMENT.

15. ENTIRE AGREEMENT. This AGREEMENT contains the entire understanding of the PARTIES relating to the subject matter of this AGREEMENT. No promise, representation, warranty or covenant not included in this AGREEMENT has been or is relied upon by any PARTY.

16. COUNTERPARTS. This AGREEMENT may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original with all counterparts

Page 326 of 635 ends

10 constituting but one and the same instrument. The execution of this AGREEMENT will not become effective until counterparts have been executed by both PARTIES. Faxed signatures on this AGREEMENT or any notice, consent, or amendment required under this AGREEMENT are binding.

17. NOTICES. All correspondence regarding this AGREEMENT, including invoices, payments, and notices shall be directed to the following persons at the following addresses and facsimile numbers, which may be changed by written notice from one PARTY to the other:

COUNTY:

Warren Lai, Public Works Director
255 Glacier Drive
Martinez, CA 94553-4825
Fax: (925) 313-2333
CITY:

City Manager
65 Civic Ave
Pittsburg, CA 94565
Fax: (925) 252-4814

or to such other addresses as the COUNTY and CITY may respectively designate by written notice to the other PARTY. Notice shall be deemed given on the same day if it is personally delivered, on the next day if it is delivered by overnight delivery, or on the fifth (5th) day after the postmark date if it is given by U.S. Mail.

18. GOVERNING LAW. This AGREEMENT will be governed and construed in accordance with California law.

19. WAIVER. A waiver or breach of any covenant or provision in this AGREEMENT will not be deemed a waiver of any other covenant or provision in this AGREEMENT, and no waiver will be valid unless in writing and executed by the waiving PARTY.

20. SEVERABILITY. If any term or provision of this AGREEMENT is, to any extent, held invalid or unenforceable by a court of competent jurisdiction, this AGREEMENT shall be construed as not containing that term, and the remainder of this AGREEMENT shall remain in full force and effect; provided, however, this section shall not be applied to the extent that it would result in a frustration of the PARTIES’ intent under this AGREEMENT.

21. ASSIGNMENT AND DELEGATION. This AGREEMENT, and any portion hereof, shall not be assigned or transferred, nor shall all or any part of a PARTY’s duties be delegated, without the written consent of the other PARTY. Any attempt to assign or delegate this AGREEMENT or any part hereof without the prior written consent of the other PARTY shall be void and of no force or effect. Consent to one assignment shall not be deemed to be consent to any subsequent assignment.

22. FURTHER ASSURANCES. Whenever requested to do so by the other PARTY, each PARTY will execute, acknowledge and deliver all further conveyances, assignments, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance, approvals, consents and all further instruments and documents as may be necessary, expedient, or proper in order to complete all obligations, conveyances, transfers, and assignments under this

Page 327 of 635 ends

11 AGREEMENT, and do all other acts and to execute, acknowledge, and deliver all documents as requested in order to carry out the intent and purpose of this AGREEMENT.

23. COUNTERPARTS. This AGREEMENT may be executed in counterparts that, together, constitute one and the same instrument.

[Signatures appear on following page.]

Page 328 of 635 ends

12 IN WITNESS WHEREOF, the PARTIES have each executed this AGREEMENT as of the EFFECTIVE DATE.

CONTRA COSTA COUNTY: CITY OF PITTSBURG:

By:________________________________ By:________________________________ Warren Lai
Public Works Director

Darin Gale, City Manager

APPROVED AS TO FORM:

Thomas L. Geiger
County Counsel

APPROVED AS TO FORM:

By:________________________________

By:________________________________
County Counsel Donna Mooney, City Attorney

Page 329 of 635 ends

Page 330 of 635 ends

Project Phase Proposed Cost Pittsburg Portion
Pittsburg
Contribution
(11.47%)*
Bay Point
(County) Portion
Bay Point(County)
Contribution
(11.47%)*
Design
Phase 1 - Package A 151,000.00$ 54,360.00$ 6,235.09$ 96,640.00$ $11,085 Phase 2 - Package B 344,000.00$ 194,330$ 22,289.60$ 149,670$ $17,167 Total Design 495,000.00$ 248,689.52$ 28,524.69$ 246,310.48$ 28,251.81$ Construction**
Construction Contract(CON) 4,447,406.00$ 2,890,813.90$ 331,576.35$ 1,556,592$ 178,541$ Construction Support(CE) 67,000.00$ 43,550.00$ 4,995.19$ 23,450$ 2,689.72$ Total Construction 4,514,406.00$ 2,934,363.90$ 336,571.54$ 1,580,042$ 181,230.83$ Total Anticipated Project Cost 5,009,406.00$ 3,183,053.42$ 365,096.23$ 1,826,352.58$ 209,482.64$ * Federal Grant Reimbursement (88.53%) of Federal Participating Cost ** Cost to be Updated based on the 100% PS&E and after Bid Opening Exhibit B
Project Name- Delta De Anza Multimodal Trail Safety Improvements

Page 331 of 635 ends

Exhibit C
Excerpts from City’s Standard Provision for Public Works Project

4.3 Insurance. No later than ten days following issuance of the Notice of Potential Award, Contractor must procure and provide proof of the insurance coverage required by this Section in the form of certificates and endorsements acceptable to City. The required insurance must cover the activities of Contractor and its Subcontractors relating to or arising from the performance of the Work, and must remain in full force and effect at all times during the period covered by the Contract, through the date of City’s acceptance of the Project. All required insurance must be issued by a company licensed to do business in the State of California, and each such insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VIII” or better. If Contractor fails to provide any of the required coverage in full compliance with the requirements of the Contract Documents, City may, at its sole discretion, purchase such coverage at Contractor’s expense and deduct the cost from payments due to Contractor, or terminate the Contract for default. The procurement of the required insurance will not be construed to limit Contractor’s liability under this Contract or to fulfill Contractor’s indemnification obligations under this Contract.

(A) Policies and Limits. The following insurance policies and limits are required for this Contract, unless otherwise specified in the Special Conditions:

(1) Commercial General Liability (“CGL”) Insurance: The CGL insurance policy must be issued on an occurrence basis, written on a comprehensive general liability form, and must include coverage for liability arising from Contractor’s or its Subcontractor’s acts or omissions in the performance of the Work, including contractor’s protective coverage, contractual liability, products and completed operations, and broad form property damage, with limits of at least $2,000,000 per occurrence and at least $4,000, 000 general aggregate. The CGL insurance coverage may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by excess or umbrella policies, provided each such policy complies with the requirements set forth in this Section, including required endorsements.

(2) Automobile Liability Insurance: The automobile liability insurance policy must provide coverage of at least $2,000,000 combined single-limit per accident for bodily injury, death, or property damage, including hired and non-owned auto liability.

(3) Workers’ Compensation Insurance and Employer’s Liability: The workers’ compensation and employer’s liability insurance policy must comply with the requirements of the California Labor Code, providing coverage of at least $1,000,000 or as otherwise required by the statute. If Contractor is self-insured, Contractor must provide its Certificate of Permission to Self-Insure, duly authorized by the DIR.

(4) Pollution Liability Insurance: The pollution liability insurance policy must be issued on an occurrence basis, providing coverage of at least $2,000,000 for all loss arising out of claims for bodily injury, death, property damage, or environmental damage caused by pollution conditions resulting from the Work.

(5) Builder’s Risk Insurance: The builder’s risk insurance policy must be issued on an occurrence basis, for all-risk or “all perils” coverage on a 100% completed value basis on the insurable portion of the Project for the benefit of City.

Page 332 of 635 ends

STAFF REPORT

MEETING DATE: April 20, 2026

TO: Mayor and Council Members

FROM: Darin E. Gale‚ City Manager
John Samuelson, Public Works Director/City Engineer
Savon Reese, Associate Engineer

SUBJECT: Adoption of a City Council Resolution Approving a List of Projects to be Funded by Senate Bill 1, the Road Repair and Accountability Act of 2017, for Fiscal Year 2026/27

EXECUTIVE SUMMARY

Each Fiscal Year (FY) the City must adopt by resolution, a list of projects proposed to receive funding from the Road Maintenance and Rehabilitation Account (RMRA), also referred to as Senate Bill 1 ("SB1”). Attached to this report is the proposed list of projects to receive this funding during FY 2026/27.

FISCAL IMPACT

There is no fiscal impact with this action. The proposed allocation of funds to listed projects will be presented to City Council for consideration at a future meeting.

RECOMMENDATION

City Council adopt the attached Resolution approving the list of FY 2026/27 projects to be funded by the Road Maintenance and Rehabilitation Act (SB1).

BACKGROUND

In April 2017, California Senate Bill 1 (SB1), the Road Repair and Accountability Act of 2017, was signed into law to address funding shortfalls for transportation projects across the state.

Page 333 of 635 ends

Pittsburg City CouncilApril 20, 2026

Pittsburg City Council
April 20, 2026