Pittsburg City Council
August 17, 2026

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THE BONDS

This section provides summaries of the Bonds and certain provisions of the Indenture.

See “APPENDIX A – Summary of Certain Provisions of Principal Legal Documents” for a more complete summary of the Indenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

Authority for Issuance

The Bonds are being issued under the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Bond Law”), a resolution of the Board of Directors of the Authority adopted on August __, 2026 (the “Authority Resolution”), and the Indenture.

Bond Terms

General. The Bonds will be dated their date of delivery, and will be issued in the aggregate principal amounts set forth on the inside cover page hereof. The Bonds will bear interest from their dated date at the rates per annum set forth on the inside cover page hereof, payable semiannually on each March 1 and September 1, commencing March 1, 2027 (each, an “Interest Payment Date”), and will mature in the amounts and on the dates set forth on the inside cover page hereof.

The Bonds will be issued in fully registered form in denominations of $5,000 each or any integral multiple thereof.

Payment of Interest and Principal. Interest calculated on the basis of a 360-day year of twelve 30-day months on the Bonds will be payable on each Interest Payment Date to the person whose name appears on the Bond Register as the Owner of such Bond as of the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs, whether or not such day is a Business Day (the “Record Date”) immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed on such Interest Payment Date by first class mail, postage prepaid, to the Owner at the address of such Owner as it appears on the Bond Register or by wire transfer to an account in the United States of America made on such Interest Payment Date upon instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds of a Series provided to the Trustee in writing at least 5 Business Days before the Record Date for such Interest Payment Date.

Principal of and premium (if any) on any Bond will be paid upon presentation and surrender of such Bond, at maturity or the prior redemption of such Bond, at the Trust Office of the Trustee.

Calculation of Interest. Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date; or (b) it is authenticated on or before February 15, 2025, in which event it will bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest on such Bond is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on such Bond, or from the Closing Date if no interest has been paid or made available for payment.

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Redemption

Optional Redemption. The Bonds maturing on or before September 1, 20__, are not subject to optional redemption prior to maturity. The Bonds maturing on and after September 1, 20__, may be redeemed at the option of the Authority, from any source of available funds, prior to maturity on any date on or after September 1, 20__, as a whole, or in part from maturities corresponding to the maturities of the CFD Bonds simultaneously redeemed, if any redemption of CFD Bonds is being accomplished in conjunction with such optional redemption, and otherwise from such maturities as are selected by the Authority, and by lot within a maturity, at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, 20__ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100

Special Mandatory Redemption. The Bonds are subject to mandatory special redemption on any Interest Payment Date from proceeds of early redemption of CFD Bonds from prepayment of Special Taxes (as defined in the CFD Fiscal Agent Agreement), in whole or in part, from maturities corresponding to the maturities of the CFD Bonds simultaneously redeemed, at the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest to the date of redemption thereof:

Redemption Dates
Redemption
Price
Any Interest Payment Date from March 1, 20__ through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100

Mandatory Sinking Fund Redemption of Bonds. The Bonds maturing on September 1, ______ and September 1, ______ (the “Term Bonds”), are subject to redemption prior to their stated maturity, in part, by lot from amounts deposited into the Principal Account in the following amounts and on the following dates, at the principal amount thereof on the date fixed for redemption, without premium, but which amounts will be reduced by the principal amount of all Bonds optionally redeemed:

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Term Bond Maturing September 1, _______

Mandatory Redemption Dates
(September 1)
Principal
Amount

(maturity)

Term Bond Maturing September 1, _______

Mandatory Redemption Dates
(September 1)
Principal
Amount

(maturity)

For a description of the redemption provisions of the CFD Bonds, see “APPENDIX A – Summary of Certain Provisions of Principal Legal Documents – CFD Fiscal Agent Agreement Relating to the CFD Bonds.”

Certification of Independent Financial Consultant. In connection with an optional or special mandatory redemption of Bonds, the Authority will deliver to the Trustee a certificate of an Independent Financial Consultant verifying that, following such optional prepayment of the CFD Bonds and redemption of the Bonds, the principal and interest generated from the remaining CFD Bonds is adequate to make the timely payment of principal and interest due on the Bonds that will remain Outstanding hereunder following such optional redemption.

Notice of Redemption. The Trustee on behalf, and at the expense, of the Authority will mail (by first class mail, postage prepaid) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Bond Register, and to the Securities Depositories and to the Municipal Securities Rulemaking Board, at least 20 but not more than 60 days prior to the date fixed for redemption. Neither failure to receive any such notice so mailed nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice will state the date of the notice, the redemption date, the redemption place and the redemption price and will designate the CUSIP numbers, the Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and will require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue after the redemption date.

In addition to the foregoing notice, further notice will be given by the Trustee in said form by first class mail to any Bondowner whose Bond has been called for redemption but who has failed to submit his Bond for payment by the date which is 60 days after the redemption date, but no defect in said further notice nor any failure to give or receive all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption.

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Rescission of Redemption Notice. Any such redemption notice may specify that redemption on the specified date will be subject to receipt by the Authority of moneys sufficient to cause such redemption (and will specify the proposed source of such moneys), and neither the Authority nor the Trustee will have any liability to the Owners or any other party as a result of its failure to redeem the Bonds as a result of insufficient moneys. The Authority will have the right to rescind any redemption by written notice to the Trustee on or prior to the date fixed for redemption.

Any notice of redemption will be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation will not constitute an Event of Default hereunder. The Trustee will mail notice of rescission of redemption in the same manner notice of redemption was originally provided.

Selection of Bonds of a Maturity for Redemption. Unless otherwise provided under the Indenture, whenever provision is made in the Indenture or in the applicable Supplemental Indenture for the redemption of fewer than all of the Bonds of a maturity of a series, the Trustee will select the Bonds to be redeemed from all Bonds of such maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion will deem appropriate and fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 authorized denominations, and such separate authorized denominations will be treated as separate Bonds which may be separately redeemed.

Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption will have been duly provided, such Bonds so called will cease to be entitled to any benefit under the Indenture other than the right to receive payment of the redemption price, and no interest will accrue on such Bonds from and after the redemption date specified in such notice.

Book-Entry Only System

General. The Bonds will be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to actual purchasers of the Bonds (the “Beneficial Owners”) in the denominations set forth above, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants (as defined in this Official Statement) as described in this Official Statement. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. See “APPENDIX F – DTC and the Book-Entry-Only System.”

If the book-entry-only system is no longer used with respect to the Bonds, the Bonds will be registered and transferred in accordance with the Indenture. See “– Registration, Transfer and Exchange of Bonds” below.

Payments Made to DTC. While the Bonds are subject to the book-entry system, the principal and interest with respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the Bonds, as described in “APPENDIX F – DTC and the Book-Entry-Only System.”

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Registration, Transfer and Exchange of Bonds

Bond Register. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which will be the Bond Register and will at all times during regular business hours be open to inspection by the Authority upon reasonable notice; and, upon presentation for such purpose, the Trustee will, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records, Bonds as provided under the Indenture.

Transfer of Bonds. Subject to the book-entry only provisions of the Indenture, any Bond may in accordance with its terms, be transferred, upon the Bond Register, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed.

Whenever any Bond is surrendered for transfer, the Authority will execute and the Trustee will thereupon authenticate and deliver to the transferee a new Bond or Bonds of like Series, tenor, maturity and aggregate principal amount. No Bonds selected for redemption will be subject to transfer, nor will any Bond be subject to transfer during the 15 days prior to the selection of Bonds for redemption.

Exchange of Bonds. Bonds may be exchanged at the Trust Office of the Trustee for Bonds of the same Series, tenor and maturity and of other authorized denominations. No Bonds selected for redemption will be subject to exchange, nor will any Bond be subject to exchange during the 15 days prior to the selection of Bonds for redemption. The Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the exchange of any Bonds.

The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any transfer or exchange will be paid by the Authority. However, the Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange or registration of transfer and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the replacement of any mutilated, lost or stolen Bonds.

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DEBT SERVICE SCHEDULE

The Bonds. The table below presents the debt service schedule for the Bonds (including the Bonds), assuming no optional or special mandatory redemptions are made. The scheduled aggregate debt service on the Bonds exceeds the scheduled aggregate debt service on the CFD Bonds. The table is followed by a table showing debt service coverage.

Annual Debt Service Schedule for the Bonds

Year Ending
Sept. 1
Bonds
Principal
Bonds
Interest
Bonds
Total Debt Service
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
Totals
________________
Source: Underwriter.

CFD Bonds Debt Service Coverage. Debt service coverage on the Bonds will be at least 110% each year during the life of the Bonds.

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SECURITY FOR THE BONDS

The Bonds are special obligations of the Authority, payable from and secured by Revenues (as defined herein) of the Authority consisting primarily of payments received by the Authority from the City on the CFD Bonds. This section provides summaries of the security for the Bonds and certain provisions of the Indenture. See “APPENDIX A – Summary of Certain Provisions of Principal Legal Documents” for a more complete summary of the Indenture.

Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

Limited Obligation

In order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms and the provisions of the Indenture, and subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, the Authority pledges all of the Revenues, which constitutes a first pledge of and charge and lien for payment of the Bonds in accordance with their terms, and which is valid and binding from and after issuance of the Bonds, without any physical delivery thereof or further act. The pledge is also irrevocable until all of the Bonds issued under the Indenture are no longer Outstanding.

Under the Indenture, the Authority transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds all of the Revenues and all of the right, title and interest of the Authority in the CFD Bonds, subject to the terms of the Indenture. The Trustee shall be entitled to collect and receive all of the Revenues, and any Revenues collected or received by the Authority are deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall be paid by the Authority to the Trustee. Subject to the provisions of the Indenture, the Trustee also is entitled to and will take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the CFD Bonds.

The CFD Bonds are limited obligations of the City and secured by an irrevocable pledge of certain revenues of the City, consisting primarily of monies received by the City as payment of special taxes levied against property within the District. Scheduled payments under the CFD Bonds are sufficient to provide the Authority with money to pay the principal of, premium, if any, and interest on the Bonds when due.

The CFD Bonds are payable solely from and secured solely by the Special Tax Revenues, consisting of the Special Taxes net of administrative expenses, and the amounts in the Special Tax Fund created with respect thereto under the CFD Fiscal Agent Agreement (the “Special Tax Fund”). The City is not obligated to advance available surplus funds from the City treasury to cure any deficiency in any Special Tax Fund. All obligations of the City under the CFD Fiscal Agent Agreement are not general obligations of the City, but are limited obligations, payable solely from the Special Taxes and the funds pledged therefor under the CFD Fiscal Agent Agreement.

Neither the faith and credit of the City nor of the State of California or any political subdivision thereof is pledged to the payment of the CFD Bonds.

Revenues and Flow of Funds

Pledge of Revenues. Subject to the terms of the Indenture, the Bonds are secured by a first lien on and pledge of all of the Revenues, which consist primarily of amounts received by the Authority as the result of its ownership of the CFD Bonds. Under the Indenture, the Authority will

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transfer in trust, grant a security interest in and assign to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues and all of the right, title and interest of the Authority in the CFD Bonds.

Revenues. The Indenture defines “Revenues” as follows:

(a) all amounts received from the CFD Bonds;

(b) any proceeds of the Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the funds and accounts established under the Indenture with respect to the Bonds (other than the Rebate Fund and the Surplus Fund); and

(c) investment income with respect to any moneys held by the Trustee in the funds and accounts established under the Indenture with respect to the Bonds (other than investment income on moneys held in the Rebate Fund and the Surplus Fund).

Collection by the Trustee. The Trustee will collect and receive all of the Revenues, and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will forthwith be paid by the Authority to the Trustee. The Trustee also is entitled to and may take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the CFD Bonds.

Under the Indenture, the Trustee is directed to establish, maintain and hold in trust a special fund designated as the “Revenue Fund” and deposit the Revenues, when and as received by the Trustee, therein; provided that the Trustee shall deposit any Revenues that represent payment of the redemption price of any CFD Bonds into the Redemption Account of the Special Tax Fund established under the CFD Fiscal Agent Agreement. All moneys at any time held in the Revenue Fund shall be held in trust for the benefit of the Owners and shall be disbursed, allocated, and applied solely for payment of the Bonds and for any other uses and purposes set forth in the Indenture. Subject to the provisions of the Indenture regarding the remedies and rights of the Bond Owners, the Trustee is also entitled to and will take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the CFD Bonds.

Application of Revenues. On each Interest Payment Date and date for redemption of the Bonds, the Trustee will transfer from the Revenue Fund, and deposit into the following respective accounts for the Bonds, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:

Interest Account. On each Interest Payment Date and redemption date, the Trustee will deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds or to be paid on the Bonds being redeemed on such date. No deposit need be made into the Interest Account if the amount contained in such account is at least equal to the interest becoming

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due and payable upon all Outstanding Bonds on the next succeeding Interest Payment Date or redemption date, as applicable.

All moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it becomes due and payable (including accrued interest on any Bonds redeemed prior to maturity). If the amounts on deposit in the Interest Account on any Interest Payment Date or redemption date are insufficient for any reason to pay the aggregate amount of interest then coming due and payable on the Outstanding Bonds, the Trustee will apply such amounts to the payment of interest on each of the Outstanding Bonds on a pro rata basis.

Principal Account. On each Interest Payment Date and redemption date on which the principal of the Bonds will be payable, the Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of, and premium (if any) on, the Bonds coming due and payable on such Interest Payment Date, or required to be redeemed on such date; provided, however, that no amount will be deposited to effect a mandatory special redemption unless the Trustee has first received a certificate of an Independent Financial Consultant certifying that such deposit to effect the redemption of the Bonds will not impair the ability of the Authority to make timely payment of the principal of and interest on the Bonds, assuming for such purposes that the City continues to make timely payments on all CFD Bonds not then in default.

All moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds at the maturity thereof or upon any earlier redemption thereof.

Deficiencies. If on any Interest Payment Date or date for redemption the amount on deposit in the Revenue Fund is inadequate to make the transfers described above as a result of a payment default on an issue of CFD Bonds, the Trustee will immediately notify the City of the amount needed to make the required deposits. In the event that within 5 Business Days of delivering such notice the Trustee receives additional payments from the City to cure such shortfall, the Trustee will deposit such amounts to the account designated in writing by the City.

Reserve Fund

Under the Indenture the Trustee will establish and maintain a separate fund to be held by the Trustee to be known as the “Reserve Fund,” to the credit of which the Trustee shall deposit an amount equal to the “Reserve Requirement” which is initially $_________ and thereafter an amount which is equal to the lesser of (a) Maximum Annual Debt Service on the Bonds, (b) 125% of Average Annual Debt Service for the Bonds, (c) 10% of the original principal amount of the Bonds (or, if the Bonds have more than a de minimis amount of original issue discount or premium, 10% of the issue price of the Bonds); provided, that the Reserve Requirement for the Bonds shall not increase after the date of issuance of the Bonds. Moneys in the Reserve Fund shall be held in trust by the Trustee for the benefit of the Owners of the Bonds and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds. In the event the amount in the Reserve Fund falls below the Reserve Requirement the Authority has no obligation to replenish the Reserve Fund from funds other than the Revenues.

The Authority has the right at any time to cause the Trustee to release funds from the Reserve Fund, in whole or in part, by tendering to the Trustee a “Qualified Reserve Fund Credit

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Instrument” as defined in the Indenture, being an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Trustee, meeting the following requirements: (i) the long-term credit rating of such bank or insurance company is rated in at least the “AA” category (without regard to qualifier) by S&P or Moody’s; (ii) such letter of credit or surety bond has a term of at least twelve (12) months; (iii) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released; and (iv) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required by the Indenture. Upon tender of such items to the Trustee, the Trustee will transfer such funds from the Reserve Fund to the Authority.

The Authority and the City will have no obligation to replace a Qualified Reserve Fund Credit Instrument or to fund the Reserve Fund with cash if, at any time that the Bonds are Outstanding, any rating assigned to the provider is downgraded, suspended or withdrawn or amounts are not available under a Reserve Policy, other than in connection with a draw on the Qualified Reserve Fund Credit Instrument.

No Additional Bonds or CFD Bonds, Except for Refunding

The Indenture and the Fiscal Agent Agreement provide that no additional bonds secured by a pledge of Special Taxes or Revenues, except for bonds the net proceeds of which are used solely to refund all or a portion of the then outstanding bonds or CFD Bonds.

Security for the CFD Bonds

This section contains only a brief description of certain provisions of the CFD Fiscal Agent Agreement; certain other provisions are described in “APPENDIX A – Summary of Certain Provisions of Principal Legal Documents.” Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

The CFD Bonds constitute a limited obligation of the City that is secured by a first lien on and pledge of, and is payable solely from, Special Tax Revenues (defined below) collected in the District and amounts deposited by the City in the Special Tax Fund. The City’s limited obligation to pay the principal of and interest on the CFD Bonds from Special Tax Revenues collected in the District and amounts in the Special Tax Fund is absolute and unconditional.

The CFD Bonds do not constitute a legal or equitable pledge, charge, lien or encumbrance upon the District’s or City’s property, or upon any of its income, receipts or revenues, except the Special Tax Revenues collected in the District and other amounts in the Special Tax Fund.

Except for the Special Tax Revenues, neither the credit nor the taxing power of the City is pledged for the payment of the CFD Bonds or related interest, and no Owner of the Bonds may compel the exercise of taxing power by the City or the forfeiture of any of its property. The principal of and interest on the CFD Bonds are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction.

Special Taxes; Special Tax Revenues. The “Special Taxes” for the District (as defined in the Rate and Method established for the District) are levied and collected according to the Rate

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and Method; see “– Special Tax Methodology” and “APPENDIX C – Rate and Method of Apportionment of Special Taxes.”

The CFD Bonds are payable from “Special Tax Revenues” pledged by the City for payment of the CFD Bonds, which are defined in the CFD Fiscal Agent Agreement as the proceeds of the Special Taxes annually received by the City, excluding any interest and penalties thereon collected in connection with delinquent Special Taxes, less an amount equal to the Administrative Expense Priority, including all scheduled payments and delinquent payments thereof, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes. The “Administrative Expense Priority” is an amount to compensate the City for its internal administrative expenses related to the District, in the amount of (i) for Fiscal Year 2026-27, $_______, and (ii) for each subsequent fiscal year, an amount equal to the preceding fiscal year’s Administrative Expense Priority plus an additional 2% of such amount.

Allocation of Special Taxes by the City. The Finance Director will establish two Special Tax Fund subaccounts, (i) the Debt Service Account, to the credit of which the City shall deposit, immediately upon receipt, all Special Tax Revenues received by the City, and (ii) the Surplus Account, to the credit of which the City shall deposit surplus Special Tax Revenues.

Moneys in the Special Tax Fund will be held in trust by the City for the benefit of the City and the Owners of the CFD Bonds, shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the CFD Bonds.

All Special Tax Revenues will be deposited in the Debt Service Account upon receipt.

No later than 10 Business Days prior to each Interest Payment Date, the City is required to withdraw from the Debt Service Account and transfer (i) to the Trustee for deposit into the Authority Reserve Fund such that the amount then on deposit therein is equal to the Reserve Requirement, or to reimburse the provider of a Qualified Reserve Fund Credit Instrument for draws on the credit instrument, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the CFD Bonds on the next Interest Payment Date, provided, however, that as soon as practicable after the receipt by the City of any prepayments of Special Taxes, but no later than 30 Business Days after such receipt, the City will transfer such prepayments to the Fiscal Agent for deposit into the Prepayment Account of the Bond Fund to be used for the redemption of bonds as instructed by the City. After the transfers under subsections (i) and (ii) have been made, the City may, on or after September 2 of each year, transfer to the Surplus Account the amount remaining in the Debt Service Account.

From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund, to be used for any lawful purpose related to the District.

Allocation of Special Tax Revenues. A separate fund to be held by the Fiscal Agent, known as City of Pittsburg Community Facilities District 2009-01 (San Marco) Special Tax Bonds Bond Fund, is established under the CFD Fiscal Agent Agreement to the credit of which Special Tax Revenues are deposited. Moneys in the Bond Fund are held in trust by the Fiscal Agent for the benefit of the Owners of the CFD Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the CFD Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the CFD Bonds.

On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Authority, as the owner of the CFD Bonds the principal of, and interest and any

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premium, then due and payable on the CFD Bonds. Moneys in the Prepayment Account, if any, shall be disbursed for redemption of CFD Bonds as instructed by the City.

In the event that amounts in the Bond Fund are insufficient to pay regularly scheduled payments of principal of and interest on the CFD Bonds, the Fiscal Agent will notify the Authority that a withdrawal from the Authority Reserve Fund may be necessary, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Finance Director and the Special Tax Administrator of the insufficiency.

If, after the foregoing transfer, there are insufficient funds in the Bond Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the CFD Bonds, the Fiscal Agent shall apply the available funds first to the payment of interest on the CFD Bonds, then to the payment of principal due on the CFD Bonds.

No Additional Bonds. Under the CFD Fiscal Agent Agreement, the City covenants that it will not mortgage or otherwise encumber, pledge or place any charge upon the Special Tax Revenues, except for refunding purposes, and will not issue any obligation or security having a lien or charge upon the Special Tax Revenues superior to or on a parity with the CFD Bonds.

Nothing in the CFD Fiscal Agent Agreement prevents the City from issuing or incurring indebtedness payable from a pledge of Special Tax Revenues that is subordinate in all respects to the pledge of Special Tax Revenues to repay the CFD Bonds.

Priority of Lien. The Special Taxes and any interest and penalties thereon constitute a lien on the parcel of land on which it was imposed until paid. This lien is co-equal to and independent of the lien for general taxes, the lien of any other community facilities district special taxes and special assessment liens. See “VALUE OF PROPERTY AND VALUE-TO-LIEN RATIOS – Direct and Overlapping Governmental Liens.”

Covenant to Commence Foreclosure Proceedings. Under the Fiscal Agent Agreement, the City covenants with and for the benefit of the Owners of the CFD Bonds that it will annually on or before September 1 of each year review the public records of the County related to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if the City determines on the basis of such review that:

(a) the amount so collected is deficient by more than 5% of the total amount of the Special Tax for the District levied in such Fiscal Year, then the City will institute, prosecute and pursue such foreclosure proceedings against each parcel in the District for which any installment of the Special Tax is delinquent in the time and manner provided below; or

(b) the amount so collected is deficient by less than 5% of the total amount of the Special Tax for the District levied in such Fiscal Year, but property owned by any single property owner is delinquent cumulatively by an amount equal to three installment payments with respect to the current and past Special Tax due, then the City will institute, prosecute and pursue such foreclosure proceedings against each such property owner in the time and manner provided below.

The Finance Director of the City shall within 60 days thereafter send or cause to be sent a written demand letter to the delinquent parcel(s) and lender of record, if any, as the first step in instituting foreclosure proceedings as authorized by the Mello-Roos Act in order to enforce the

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lien of the delinquent installment of the Special Tax on each such parcel, and shall thereafter diligently prosecute and pursue such foreclosure proceedings to judgment and sale in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt service reserves; provided, that the City shall not be obligated to commence proceedings against any delinquent parcels in any Fiscal Year in which the City has received or expects to receive one hundred percent (100%) of the amount of such installment from a so- called “Teeter Plan.”

Notwithstanding the foregoing, in certain instances the amount of a Special Tax delinquency on a particular parcel in relation to the cost of appropriate foreclosure proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In such cases, foreclosure proceedings may be delayed by the City until there are sufficient Special Tax delinquencies accruing to such parcel (including interest and penalties thereon) to warrant the cost of such foreclosure proceedings.

Although the County has implemented the Teeter Plan and the Teeter Plan covers the District, the City has the ability to remove delinquent parcels from the Teeter Plan to comply with the foregoing covenant to commence foreclosure proceedings against delinquent parcels. For additional information on delinquencies in the District and the County’s Teeter Plan, see “VALUE OF PROPERTY AND VALUE-TO-LIEN RATIOS – Delinquencies; Teeter Plan.”

Under current law, a judgment debtor (property owner) has at least 140 days from the date of service of the notice of levy in which to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (California Code of Civil Procedure Section 701.680).

Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments.

No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the District to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale.

Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding CFD Bonds is obtained. However, under Section 53356.6 of the Act, the District, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid,

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the District must pay the amount of its credit bid into the redemption fund established for the CFD Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale.

Other Covenants of the City. In the CFD Fiscal Agent Agreement, the City will make the following covenants (among others).

Punctual Payment. It will duly and punctually pay or cause to be paid the principal of and interest on the CFD Bonds, to the extent that Special Tax Revenues and other amounts pledged under the CFD Fiscal Agent Agreement are available for such payment.

Against Encumbrance. It will not mortgage or otherwise encumber, pledge or place any charge upon any of the Special Tax Revenues except as provided in the CFD Fiscal Agent Agreement, and will not issue any obligation or security having a lien or charge upon the Special Tax Revenues superior to or on a parity with the CFD Bonds except for Additional CFD Bonds issued in accordance with the CFD Fiscal Agent Agreement. Nothing in the CFD Fiscal Agent Agreement prevents the City from issuing or incurring indebtedness payable from a pledge of Special Tax Revenues that is subordinate in all respects to the pledge of Special Tax Revenues to repay the CFD Bonds.

Levy of Special Tax. The City will comply with all requirements of the Act so as to ensure the timely collection of Gross Taxes, including without limitation, the enforcement of delinquent Special Taxes.

Processing. On or within 5 Business Days of each June 1, the CFD Fiscal Agent will provide the City with a notice stating the amount then on deposit in the Special Tax Fund and the other funds and accounts held by the Fiscal Agent under the CFD Fiscal Agent Agreement as necessary to provide for the Special Tax Requirement, which is calculated in the manner described below. The receipt of or failure to receive such notice by the City will in no way affect the obligations of the City under the following two paragraphs and the Fiscal Agent will not be liable for failure to provide such notice to the City. Upon receipt of such notice, the City will communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits or combinations during the preceding and then current year.

Levy. The City will effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance by each August 1 that the CFD Bonds are outstanding, or otherwise such that the computation of the levy is complete before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the City will prepare or cause to be prepared, and will transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll.

Computation. The City will fix and levy the amount of Special Taxes within the District in an amount sufficient, together with other amounts on deposit in the Special Tax Fund and available for such purpose, to pay (A) the principal of and interest on the CFD Bonds when due, (B) the Administrative Expenses, including amounts necessary to discharge any rebate obligation, during such year and (C) any amounts required to replenish the Authority Reserve Fund to the Reserve Requirement (the “Special Tax Requirement”), taking into account the balances in such funds and in the Special Tax Fund; provided, that for each year that any CFD Bonds are Outstanding, the City shall

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levy the Maximum Special Tax on the following Taxable Property in the District: Developed Property and Final Map Property (as such terms are defined in the Rate and Method).

The City shall administer the Rate and Method in a manner that once a parcel is classified or designated as Developed Property, such classification or designation shall not be reversible. The Special Taxes so levied may not exceed the authorized amounts as provided in the proceedings under the Resolution of Formation.

Collection. The Special Taxes will be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property.

Maintenance of Special Taxes. The City will not consent to or conduct proceedings with respect to a reduction in the Special Taxes that may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the aggregate of the debt service due and payable with respect to the CFD Bonds in each corresponding Bond Year, plus 100% of the City’s reasonable estimate of Administrative Expenses for such Bond Year; provided, however, that the City may at any time reduce the Special Taxes to the extent that the amount of Special Taxes that would result from levying the Special Taxes at such maximum amounts would result in an amount of Special Taxes in excess of the amount required to comply with such covenant.

Special Tax Methodology

The Special Tax authorized under the Act applicable to land within the District will be levied and collected according to the tax liability determined by the City through the application of the appropriate amount or rate as described in the Rate and Method set forth in “APPENDIX C – Rate and Method of Apportionment of Special Taxes.” Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Rate and Method.

The Special Tax was first levied in Fiscal Year 2010-11. the CFD Bonds are the first series of bonds to be issued for the District and no additional bonds are expected to be issued

Each year the City shall cause the Special Tax to be levied in the amount of the “Special Tax Requirement,” which is defined in the Rate and Method as the amount necessary in any Fiscal Year to (i) pay principal and interest on CFD Bonds, (ii) pay Administrative Expenses, (iii) create or replenish reserve funds, (iv) cure any delinquencies in the payment of principal or interest on indebtedness of the CFD which have occurred in the prior Fiscal Year or (based on delinquencies in the payment of the Special Tax which have already taken place) are expected to occur in the Fiscal Year in which the tax will be collected, and (v) construct or acquire Authorized Facilities. The amounts referred to in clauses (i) and (ii) of the preceding sentence may be reduced in any Fiscal Year by: (i) interest earnings on or surplus balances in funds and accounts for the CFD Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to a CFD Bond indenture, CFD Bond resolution, or other legal document that sets forth these terms; (ii) proceeds received by the City from the collection of penalties associated with delinquent Special Taxes; and (iii) any other revenues available to pay debt service on the CFD Bonds as determined by the Administrator.

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The table below shows the Special Tax Rates and projected Fiscal Year 2026-27 Special Tax Levy.

Special Tax Category Number of
Units / Acres
Maximum
FY 2026-27
Special
Tax Rate (1)
Projected
FY 2026-27
Special
Tax Rate
Projected
FY 2026-27
Special Tax
Levy (2)
Developed Property

Single Family Detached Property 826 Units $2,333.74 $1,555.70 $1,285,008.20 Other Property 0.0 Acres $15,375.20 $0.00 $0.00

Undeveloped Property 107.9 Acres $15,375.20 $0.00 $0.00

(1) On July 1 each fiscal year, the figures shown in the table above shall be increased by two percent of the amount in effect for the prior fiscal year.
(2) Includes estimated debt service due in 2027 on the proposed CFD Bonds of $1,250,000 and estimated administrative expenses of $35,000. The projected levy is subject to change if additional permits are issued before June 30, 2026.

Source: Goodwin Consulting Group, Inc.

The Special Taxes shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that prepayments of the Special Tax are permitted as set forth in the Rate and Method and provided further that the City may directly bill, collect at a different time or in a different manner, and/or collect delinquent Special Taxes through foreclosure or other available methods.

Under no circumstances may the Special Tax on one Parcel in the CFD be increased by more than 10% as a consequence of delinquency or default in payment of the Special Tax levied on another Parcel or Parcels in the CFD.

The City does not intend to issue bonds in an amount which requires a Special Tax levy on Undeveloped Property under the Rate and Method. Undeveloped Property can be levied a Special Tax in the event of delinquencies on other properties anticipated to be levied a Special Tax pursuant to the Rate and Method.

Priority of Lien

The principal of and interest on the CFD Bonds are payable from the Special Tax Revenues derived from Special Taxes authorized to be collected within the District, and payment of the Special Tax is secured by a lien on taxed real property within the District. Such lien is co- equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens, which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District.

Private liens, such as deeds of trust securing loans obtained by owners of property in the District, may be placed upon property in the District at any time. Under California law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes.

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BOND INSURANCE

The following information has been furnished by the Bond Insurer for use in this Official Statement. No representation is made as to the accuracy or completeness of this information, or the absence of material adverse changes therein at any time subsequent to the date hereof.

Reference is made to APPENDIX G for a specimen of the Policy.

[To come from insurer, if applicable]

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THE AUTHORITY

The Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, and pursuant to a Joint Exercise of Powers Agreement dated as of January 1, 1991 by and among the City and the Redevelopment Agency of the City of Pittsburg, and is qualified to assist in financing projects and certain public improvements and to issue the Bonds under the Bond Law. The Authority has no taxing power. The Authority and the City are each separate and distinct legal entities, and the debts and obligations of one such entity are not debts or obligations of the other entity.

The Authority was established for the purpose of financing the acquisition, construction, improvement and equipping of public capital improvements. The governing board of the Authority is the City Council of the City.

THE DISTRICT

Formation of the District

On December 21, 2009 the City Council of the City formed the District and declared the necessity to incur a bonded indebtedness to finance the acquisition and construction of authorized facilities, approved the Rate and Method for the levy of Special Taxes within the District and approved a bonded indebtedness maximum in an aggregate principal amount not to exceed $25,000,000, all pursuant to the Act. On the same day, an election was held within the District in which the Master Developer, as the then sole landowner in the District was the voter, approving the foregoing.

The CFD Bonds are the first series of bonds to be issued for the District and no additional bonds are expected to be issued.

Location and Description of the District and the Immediate Area

The District is located within the City limits south of State Highway 4 and the downtown area of the City. The predominant approved suburban land use within the City limits in the vicinity of the District is single family residential and to a lesser extent supporting commercial development. The District is a master planned community within which home sales by the Master Developer or its affiliates have occurred over the past 15 years.

A District boundary map is shown on the following page.

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[Insert Map - District Boundary Map]

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CFD Authorized Facilities

Authorized Facilities. The public facilities authorized to be financed by the District (the “Improvements”) primarily include public streets and water facilities necessary for development within the District. The facilities have been completed by the Master Developer of the District.

The improvements have been completed and the Master Developer has been reimbursed in part for the cost thereof to date from annual Special Tax collections on a pay-as-you-go basis. The costs of the improvements not funded by that source will be funded by the CFD Bonds and thereafter the City will have no further obligation to reimburse the Master Developer.

Development in the District

Land within the District is part of the broader San Marco / Oak Hills development area in the City, where the Master Developer and their affiliates (the “Seeno Companies”) have been actively developing residential projects since the 1990s. Over that period, the Seeno Companies have built more than 2,400 homes and more than 400 apartments in the San Marco / Oak Hills area.

The District comprises a single family home community over a portion of the larger San Marco development of the Seeno Companies. Developed property within the District currently consists of 830 taxable parcels, 814 of which are homes owned by individual homeowners and 12 are homes owned by the Master Developer. The remaining 4 parcels are undeveloped and owned by the Master Developer, and are currently in preliminary planning stages expected to include future San Marco Unit 14 and Unit N. Based on the current preliminary plans of the Master Developer, Unit 14 is expected to include 64 residential lots and Unit N is expected to include 156 residential lots, although those plans remain subject to change.

For Fiscal Year 2026-27, 826 parcels to be levied are single family residences. The undeveloped parcels can be levied a Special Tax in the event of delinquencies on other properties anticipated to be levied a Special Tax.

Separately from continuing development within the District, West Coast Home Builders is currently developing Siena at San Marco Units 16 and 17, which consists of 206 residential lots and is part of the continued development of the broader San Marco area. Siena at San Marco Units 16 and 17 are being financed through the BOLD program of the California Municipal Finance Authority and are not within the District boundary.

Environmental Matters

Fire Hazard. The Fire and Resource Assessment Program of CAL FIRE has classified areas of the County by Fire Hazard Severity Zone. The property in the District has been classified as a high fire hazard severity zone, as are several proximate communities. West Coast Home Builders has incorporated building standards to comply with applicable fire zone requirements.

Seismic Risk. All properties in California are subject to some degree of seismic risk. The Alquist-Priolo Earthquake Fault Zoning Act was enacted by the State of California in 1972 to regulate development near active earthquake faults. The Act required the State Geologist to delineate “Earthquake Fault Zones” (formerly known as “Special Studies Zones”) along known active faults in California. Cities and counties affected by the identified zones must limit certain development projects within the zones unless geologic investigations demonstrate that the sites are not threatened by surface displacement from future faulting.

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According to information from the California Department of Conservation and the California Geological Survey, land in the District is located within Zone 4, which is considered to be the highest risk zone in California. There are only two zones in California: Zone 4, which is assigned to areas near major faults; and Zone 3, which is assigned to all other areas of more moderate seismic activity. In addition, the land is located in a Fault-Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as defined by Special Publication 42 (revised January 1994) of the California Department of Conservation, Division of Mines and Geology. In general, a number of faults are located throughout California; thus, the area is subject to severe ground shaking during earthquakes. Competitive sites face similar seismic risk.

Flood Hazard. According to FEMA mapping (Community Panel Number 06013C-0113H, dated March 21, 2017) property in the District is in Flood Zone X, which are areas determined to be outside the 500-year flood plain.

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OWNERSHIP OF PROPERTY WITHIN THE DISTRICT

The District was formed in 2010 and now is substantially built-out . Of the 830 taxable parcels in the District, 814 are homes owned by individual homeowners and 12 are homes owned by the Master Developer, with the remaining 4 parcels undeveloped and owned by the Master Developer. See Table 2 below.

The City does not intend to issue bonds in an amount which requires a Special Tax levy on Undeveloped Property. Undeveloped Property can be levied a Special Tax in the event of delinquencies on other properties anticipated to be levied a Special Tax pursuant to the Rate and Method.

Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bondowner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District.

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VALUE OF PROPERTY AND VALUE-TO-LIEN RATIOS

Valuation of Property

The value of the land within the District is a critical factor in determining the investment quality of the Bonds, accordingly, in connection with valuing property in the District, the City has obtained the 2025-26 County assessed valuation (the “Assessed Valuation”) of the property in the District.

If a property owner defaults in the payment of a Special Tax, the City’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Taxes. See “SECURITY FOR THE BONDS – Security for the CFD Bonds – Other Covenants of the City” and “RISK FACTORS – Bankruptcy Delays.” Reductions in District property values due to a downturn in the economy, natural disasters such as earthquakes or floods, stricter land use regulations or other events could have an adverse impact on the security for payment of the Special Taxes.

A Special Tax levied on any parcel within the District is only a lien on the respective individual parcel responsible for such Special Tax. In comparing the aggregate value of the real property within the District and the principal amount of the Bonds, it should be noted that only the Assessor’s parcel of real property upon which there is a delinquent Special Tax can be foreclosed upon. All of the real property within the District cannot be foreclosed upon as a whole to pay delinquent Special Taxes unless all of the property is subject to delinquent Special Taxes.

Individual parcels may be foreclosed upon to pay delinquent Special Taxes levied against such parcels only. See “SECURITY FOR THE BONDS – Security for the CFD Bonds.”

The principal amount of the Bonds will not be allocated pro rata among the parcels within the District; rather, the annual Special Taxes for the District will be billed annually for each parcel within the District. Upon the sale of developed parcels, the buyer typically acquires the property subject to the unpaid portion of any general property taxes and special taxes levied against the parcel purchased. General property taxes and special taxes levied against the parcel are not required to be removed from the property and are not required to be, but may be, paid off in full upon transfer of property or upon development of the property.

Assessed Values

Assessed Valuations. As provided by Article XIII A of the California Constitution, county assessors’ assessed values are to reflect market value as of the date the property was last assessed (or 1975, whichever is more recent), increased by a maximum of 2% per year.

Properties may be reassessed by the County only upon a change of at least 51% ownership of existing property or upon new construction. The assessed values of parcels in the District thus reflect, for undeveloped parcels, the estimate of the County Assessor (the “Assessor”) of market value when acquired (or 1975, whichever is later), possibly increased by up to 2% per year, and for parcels on which construction has occurred since their date of acquisition, the Assessor’s estimate of market value as of the time of construction, possibly increased by up to 2% per year.

The actual market value of parcels in the District, if sold at foreclosure, may be higher or lower than the Assessor’s assessed values, depending upon the date of the Assessor’s most recent assessment. The actual fair market value of any parcel can often be more accurately established through an arms-length sale or an appraisal by an independent appraiser.

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Historical Assessed Values. The following table shows a recent history of assessed valuations of the property in the District.

Table 1
City of Pittsburg Public Financing Authority
Special Tax Revenue Bonds, Series 2026
Historical Assessed Values for the District
Fiscal Years 2016-17 through 2025-26(1)

Fiscal Year Land Value
Improvement
Value
Total
Assessed
Value
Percentage
Changed
2016-17 $46,637,273 $153,786,225 $200,423,498 N/A
2017-18 61,280,870 182,678,865 243,959,735 21.7%
2018-19 75,332,240 216,787,883 292,120,123 19.7
2019-20 87,127,841 244,608,006 331,735,847 13.6
2020-21 98,283,498 275,727,797 374,011,295 12.7
2021-22 109,376,179 309,142,251 418,518,430 11.9
2022-23 146,776,274 354,665,883 501,442,157 19.8
2023-24 163,554,844 389,585,997 553,140,841 10.3
2024-25 177,025,611 425,120,102 602,145,713 8.9
2025-26 182,503,305 440,735,068 623,238,373 3.5

(1) Per the Assessor's Tax Roll, as of the January 1 lien date for the applicable fiscal year.

Sources: Contra Costa County Assessor's Office; Goodwin Consulting Group, Inc.

The total property valuation of the property in the District has been compiled using the County’s assessed valuation for 2025-26. The total estimated valuation of all property in the District subject to the Special Taxes, as well as the amount of CFD Bonds and overlapping debt, for various categories of property in the combined District is as shown below.

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Table 2
City of Pittsburg Public Financing Authority
Special Tax Revenue Bonds, Series 2026
Development Status and Values by Category for the District Fiscal Year 2026-27 Using Fiscal Year 2025-26 Assessed Values

Development Status and
Property Ownership (1)
Taxable
Parcels
FY 2025-26
Assessed
Value(2)
FY 2026-27 Max
Special Tax
Revenues
Actual FY
2026-27
Special Tax
Levy(3)
Percent of
Actual
FY 2026-27
Special Tax
Levy
Allocated
Bonds*(4)
Overlapping
Debt (5) Total Debt*
Average
Value-to-
Lien*

Developed Property
Individual Homeowners 814 $613,801,943 $1,899,664 $1,266,340 98.5% $24,636,804 $241,663 $24,878,467 24.67 Seecon Financial & Construction
Co.
2 25,098 4,667 3,111 0.2 60,533 603 61,135 0.41
West Coast Home Builders Inc. 10 7,672,710 23,337 15,557 1.2 302,663 3,013 305,677 25.10 Subtotal 826 $621,499,751 $1,927,669 $1,285,008 100.0% $25,000,000 $245,279 $25,245,279 24.62

Undeveloped Property (6)
West Coast Home Builders Inc. 4 $1,738,622 $1,658,584 $0 0.0% $0 $1,205 $1,205 1,442.48

Total 830 $623,238,373 $3,586,254 $1,285,008 100.0% $25,000,000 $246,485 $25,246,485 24.69

* Preliminary; subject to change.
(1) Ownership information per the Contra Costa County Assessor's tax roll, as of the lien date. Based on building permits issued as of March 18, 2026. (2) Per the Contra Costa County Assessor's tax roll, as of the January 1, 2025 lien date. (3) Includes debt service due in 2027 on the proposed Series 2026 Special Tax Bonds of $1,250,000 and estimated administrative expenses of $35,000. The projected levy is subject to change if additional permits are issued before June 30, 2026.
(4) Allocated based on the projected fiscal year 2026-27 special tax levy. (5) Includes overlapping debt from the Mount Diablo Unified School District CFD No. 1. Does not include overlapping debt from general obligation and tax increment bonds. (6) The projected fiscal year 2026-27 special tax levy does not require revenue from Undeveloped Property; therefore, no portion of the CFD debt has been allocated to Undeveloped Property in the value- to-lien calculation above. However, special taxes could, per the RMA, be levied on Undeveloped Property if such revenues were needed to meet the Special Tax Requirement. Accordingly, the value- to-lien ratio for Undeveloped Property reflects only the allocated overlapping debt.

Sources: Contra Costa County Assessor's Office; California Municipal Statistics, Inc.; Piper Sandler & Co.; Goodwin Consulting Group, Inc.

31 Value-to-Lien Ratios

Value-to-Lien Ratios by Category. The following table sets forth the number of parcels, composite values, actual Special Tax levy for Fiscal Year 2026-27, and total CFD Bonds and overlapping debt, based on the different value-to-lien ratios of property in the District. See “– Direct and Overlapping Governmental Liens” below.

Table 3
City of Pittsburg Public Financing Authority
Special Tax Revenue Bonds, Series 2026
Fiscal Year 2026-27 Value-to-Lien Ratios Using Fiscal Year 2025-26 Assessed Values

Value-to-Lien
Taxable
Parcels
FY 2025-26
Assessed
Value(1)
FY 2026-27
Max Special
Tax Revenues
Actual FY
2026-27
Special Tax
Levy(2)
Percent of
Actual
FY 2026-27
Special Tax
Levy
Allocated
Bonds*(3)
Overlapping
Debt (4) Total Debt*
Average
Value-to-
Lien*

Greater than 30:1 134 $140,998,046 $312,721 $208,464 16.2% $4,055,690 $40,378 $4,096,068 34.42 15:1 to 30:1 638 459,029,399 1,488,926 992,537 77.2 19,309,927 188,931 19,498,859 23.54 3:1 to 15:1 52 21,447,208 121,354 80,896 6.3 1,573,850 15,368 1,589,217 13.50 Less than 3:1 2 25,098 4,667 3,111 0.2 60,533 603 61,135 0.41 Undeveloped Property (5) 4 1,738,622 1,658,584 0 0.0 0 1,205 1,205 1,442.48 Total 830 $623,238,373 $3,586,254 $1,285,008 100.0% $25,000,000 $246,485 $25,246,485 24.69

(1) Per the Contra Costa County Assessor's tax roll, as of the January 1, 2025 lien date. (2) Includes debt service due in 2027 on the proposed Series 2026 Special Tax Bonds of $1,250,000 and estimated administrative expenses of $35,000. The projected levy is subject to change if additional permits are issued before June 30, 2026.
(3) Allocated based on the projected fiscal year 2026-27 special tax levy. (4) Includes overlapping debt from the Mount Diablo Unified School District CFD No. 1. Does not include overlapping debt from general obligation and tax increment bonds. (5) The projected fiscal year 2026-27 special tax levy does not require revenue from Undeveloped Property; therefore, no portion of the CFD debt has been allocated to Undeveloped Property in the value-to-lien calculation above. However, special taxes could, per the RMA, be levied on Undeveloped Property if such revenues were needed to meet the Special Tax Requirement. Accordingly, the value-to-lien ratio for Undeveloped Property reflects only the allocated overlapping debt.

Sources: Contra Costa County Assessor's Office; California Municipal Statistics, Inc.; Piper Sandler & Co.; Goodwin Consulting Group, Inc.

32 Delinquencies; Teeter Plan
Historical Special Tax Collections and Delinquencies. The following table summarizes the delinquency status of property in the District for the past ten fiscal years, as of June 30 in each Fiscal Year. The District currently participates in the “Teeter Plan” whereby it receives annually the full amount of its share of Special Tax levies, including delinquent property taxes. See “– Teeter Plan” below.

Table 4
City of Pittsburg Public Financing Authority
Special Tax Revenue Bonds, Series 2026
Special Tax Collections and Delinquencies for the District

Delinquencies Following April 10th As of May 20, 2026

Fiscal Year
Special
Tax Levy
Parcels
Delinquent
Amount
Delinquent
Percentage
Delinquent
Parcels
Delinquent
Amount
Delinquent (2)
Percentage
Delinquent

2016-17 $867,259 8 $11,487 1.32%

0 $0 0.00%
2017-18 999,813 7 6,835 0.68

0 0 0.00
2018-19 1,133,346 5 6,971 0.62

0 0 0.00
2019-20 1,239,313 6 8,127 0.66

1 2,032 0.16
2020-21 1,365,646 2 2,072 0.15

1 1,036 0.08
2021-22 1,496,528 6 7,398 0.49

1 1,057 0.07
2022-23 1,655,823 8 10,780 0.65

0 0 0.00
2023-24 1,770,308 11 15,394 0.87

0 0 0.00
2024-25 1,846,088 13 20,188 1.09

1 1,122 0.06
2025-26 1,889,871 11 20,592 1.09

11 20,592 1.09
_________
(1) Delinquent amounts do not include penalties, interest, or fees. The District is a participant in the County's Teeter Plan and therefore receives 100% of the special taxes levied, regardless of delinquency status. Any penalties, interest, or other charges associated with delinquent special taxes are retained by the County and are not received by the District. (2) The delinquent amounts reported for fiscal years 2019-20 through 2021-22 are attributable to the same parcel.

Sources: Contra Costa County Tax Collector's Office; Goodwin Consulting Group, Inc.

Teeter Plan. In 1949, the California Legislature enacted an alternative method for the distribution of property taxes to local agencies. This method, known as the “Teeter Plan,” is found in Sections 4701-4717 of the California Revenue and Taxation Code. Upon adoption and implementation of this method by a county board of supervisors, local agencies for which the county collects property taxes and certain other public agencies and taxing areas located in the county receive annually the full amount of their shares of property taxes and other impositions collected on the secured roll, including delinquent property taxes which have yet to be collected.

While the county bears the risk of loss on unpaid delinquent taxes, it retains the penalties associated with delinquent taxes when they are paid. In turn, the Teeter Plan provides participating local agencies with stable cash flow and the elimination of collection risk.

The Board of Supervisors of Contra Costa County has adopted the Teeter Plan, and the County elects to apply its Teeter Plan to the collection of the Special Taxes annually. As such, the Teeter Plan has been applicable since the initial year of a Special Tax levy, but no assurance can be given that it will continue in any or all of the years that the CFD Bonds are outstanding.

To the extent that the County’s Teeter Plan continues in existence and is carried out as adopted, and to the extent the County does not discontinue the Teeter Plan with respect to the City or the District, the County’s Teeter Plan may help protect owners of the CFD Bonds from the risk of delinquencies in the payment of Special Taxes. Per County policy, County staff performs an analysis each year and, if charges submitted for collection on the secured property tax roll are not supported by the underlying value of the property, the County will not include the parcel in its

33 Teeter Plan. Accordingly, there can be no assurance that the County will not modify or eliminate its Teeter Plan, or choose to remove individual parcels within the District from its Teeter Plan permanently in any year while the CFD Bonds are outstanding.

Effective Tax Rates; Direct and Overlapping Governmental Liens

Effective Tax Rates. Property in the District is subject to annual charges and assessments (which are billed to property owners on a semi-annual basis). The following table sets forth the total effective tax rate, based on Fiscal Year 2025-26 levies.

Table 5
City of Pittsburg Public Financing Authority
Special Tax Revenue Bonds, Series 2026
Sample Property Tax Bill and Effective Property Tax Rate for the District Fiscal Year 2025-26

Assumptions
Estimated Market Value(1) $754,056
Homeowner's Exemption ($7,000)
Net Assessed Value $747,056

Ad Valorem Tax Rate(2) Rate
Base Property Tax 1.000000% $7,471
BART 0.004300 $32
BART Bond 2016 0.010900 $81
East Bay Reg Pk Bd 0.001100 $8
Mt Diablo 2002 Bnd 0.014600 $109
Mt Diablo 2010 Bnd 0.043600 $326
Mt Diablo 2018 Bnd 0.013600 $102
Comm Coll 2002 Bnd 0.002600 $19
Comm Coll 2006 Bnd 0.004100 $31
Comm Coll 2014 Bnd 0.007500 $56
Total Ad Valorem Taxes 1.102300% $8,235

Direct Charges(3)
CC Wtr Levy Land $4
Mosquito & Vector $5
Emergency Med B $10
SW Pitt GHAD II $334
Fed Stormwater A12 $30
SFBRA Pcl Tax $12
Pittsburg St Lt $102
Diablo Z2 Swr Chg $524
Eastbay Trails LLD $5
Mt. Diablo Unified School District CFD No. 1 $67
Pittsburg CFD No. 2004-01 (San Marco) $905
Pittsburg CFD No. 2007-1 (Park Maintenance Services)
Pittsburg CFD 2009-01 (San Marco) (4) $2,288
Total Direct Charges $4,365

Total Taxes and Direct Charges $12,600
Percentage of Estimated Market Value 1.67%

(1) Represents the average assessed value for homes owned by individual homeowners within the district per the fiscal year 2025-26 Assessor's tax roll.
(2) Based on the fiscal year 2025-26 ad valorem tax rates for the tax rate area within the district. Ad valorem tax rates are subject to change in future years.

34 (3) Based on the fiscal year 2025-26 charges identified on the Contra Costa County-issued property tax bills. Charges subject to change in future years.
(4) Represents the maximum special tax for Developed Property for fiscal year 2025-26.

Sources: Contra Costa County Assessor's Office; Contra Costa County Tax Collector's Office; Goodwin Consulting Group, Inc.

Overlapping Public Debt. Contained within the boundaries of the District are certain overlapping local agencies providing public services and assessing property taxes, assessments, special taxes and other charges on the property in the District. Many of the local agencies that overlap with the boundaries of the District have outstanding debt. The current and estimated direct and overlapping bonded obligations affecting the property in the District are shown in the following table, which was prepared by California Municipal Statistics, Inc., and is included for general information purposes only. The City has not reviewed this report for completeness or accuracy and makes no representation in connection therewith.

Table 6
City of Pittsburg Public Financing Authority
Special Tax Revenue Bonds, Series 2026
Direct and Overlapping Bonded Debt for the District
As of June 1, 2026

2025-26 Assessed Valuation: $623,238,373

DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 6/1/26 Bay Area Rapid Transit District 0.057% $1,692,739
Contra Costa Community College District 0.214 1,205,859 Mt. Diablo Unified School District 1.063 4,181,169
Mt. Diablo Unified School District Community Facilities District No. 1 0.822 246,485 City of Pittsburg Community Facilities District 2009-1 100.000 0 (1) East Bay Regional Park District 0.089 119,355
TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $7,445,607

OVERLAPPING GENERAL FUND DEBT:

Contra Costa County General Fund Obligations 0.213% $ 280,967 City of Pittsburg Pension Obligation Bonds 5.775 1,315,296 Contra Costa Mosquito and Vector Control District General Fund Obligations 0.213 15,763 TOTAL GROSS OVERLAPPING GENERAL FUND DEBT $1,612,026
Less: Contra Costa County General Fund Obligations supported by revenue funds 617 TOTAL NET OVERLAPPING GENERAL FUND DEBT $1,611,409

GROSS COMBINED TOTAL DEBT $9,057,633 (2)
NET COMBINED TOTAL DEBT $9,057,016

Ratios to 2025-26 Assessed Valuation:

Direct Debt ($0) .................................................................................0.00% Total Direct and Overlapping Tax and Assessment Debt ....................1.19% Gross Combined Total Debt ................................................................1.45% Net Combined Total Debt ....................................................................1.45%

_________________________
(1) Excludes issue to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Source: California Municipal Statistics.

Property in the District is currently subject to the overlapping tax and assessment liens shown in the overlapping debt statements above. Property in the District is also subject to certain special taxes and assessments to fund services, as shown above under “– Effective Tax Rates.” Additional overlapping tax and assessment liens may be levied in the future on property in the District.

35 RISK FACTORS

The purchase of the Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks that should be considered before making an investment decision.

Limited Obligation to Pay Debt Service

The Bonds. The Bonds are special obligations of the Authority payable solely from and secured solely by the Revenues and funds pledged therefor in the Indenture, consisting primarily of debt service on the CFD Bonds. See “SECURITY FOR THE BONDS.”

The CFD Bonds. The CFD Bonds are limited obligation bonds under the Act and are payable solely from and are secured solely by the Special Taxes and the amounts in the Special Tax Fund and the other funds pledged to the CFD Bonds under the CFD Fiscal Agent Agreement.

The City has no obligation to pay principal of or interest on the CFD Bonds if Special Tax collections are delinquent or insufficient, other than from amounts, if any, derived from the foreclosure and sale of parcels for Special Tax delinquencies. The City is not obligated to advance funds to pay debt service on the CFD Bonds.

Levy and Collection of the Special Taxes

General. The principal source of payment of principal of and interest on the CFD Bonds is the proceeds of the annual levy and collection of the Special Tax against property within the District.

Limitation on Special Tax Levy. The annual levy of the Special Tax on any parcel is limited to the maximum Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the CFD Bonds. In addition, Pursuant to Section 53321(d) of the Act, the special tax levied against any assessor’s parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other assessor’s parcel within a community facilities district by more than 10% above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. As a result, it is possible that the City may not be able to increase the tax levy to the maximum Special Tax rate in all years. However, to the extent the City’s ability to levy the necessary amount of Special Taxes is limited by Section 53321(d) of the Act or the Rate and Method, the City believes it can levy Special Taxes on Undeveloped Property up to the maximum annual Special Tax rates.

No Relationship Between Property Value and Special Tax Levy. Because the Rate and Method is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of debt service on the CFD Bonds, and certainly not a direct relationship.

Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected:

36 Transfers to Governmental Entities. The number of parcels of Taxable Property could be reduced through the acquisition of Taxable Property by a governmental entity (by exercise of its rights as mortgage guarantor, or for other reasons) and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels.

Property Tax Delinquencies. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Taxes. For a summary of Special Tax collections in the District, see “VALUE OF PROPERTY AND VALUE-TO-LIEN RATIOS – Delinquencies; Teeter Plan.”

Delays Following Delinquencies and Foreclosure Sales. The CFD Fiscal Agent Agreement provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY FOR THE BONDS – Security for the CFD Bonds” and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in payments to the Authority, as owner of the CFD Bonds, pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale.

See “SECURITY FOR THE BONDS – Security for the CFD Bonds.”

Payment of Special Taxes is Not a Personal Obligation of the Property Owners

Property Owners are not personally obligated to pay their respective Special Taxes.

Rather, the Special Taxes are obligations only against the respective parcels against which they are levied. If, after a default in the payment of the Special Tax and a foreclosure sale, the resulting proceeds are insufficient, taking into account other obligations also constituting a lien against the parcel, the City has no personal recourse against the parcel owner. Property owners have the ability to prepay their Special Tax obligations on a taxable parcel in the District in accordance with the Rate and Method.

Property Values

The value of Taxable Property within the District is a critical factor in determining the investment quality of the Bonds. If a parcel owner defaults in the payment of the Special Taxes, the City’s only remedy is to foreclose on the delinquent property. Assessed valuations are estimates, which vary from time to time and likely do not reflect actual market value or the amount that could be obtained in a foreclosure proceeding.

No assurance can be given that if a parcel with delinquent special taxes is foreclosed, any bid will be received for such property or, if a bid is received, that such bid will be equal to the current assessed value of the parcel set forth on the County assessor’s tax roll, or that it will be sufficient to pay delinquent special taxes.

37 The value of the parcels in the District in the future can be adversely affected by a variety of natural occurrences and economic circumstances, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in the District and the continued habitability and enjoyment of such private improvements. In addition, potential investors in the Bonds should review the following additional specific risk factors that could affect the value of property in the District.

Economic Downturn; Bankruptcies. Land values in and around the City have in the past been, and likely would be in the future, adversely affected by national and local economic conditions. In the event of an economic downturn, property values could remain flat and/or decrease. Declines in home values in the District could result in property owner unwillingness or inability to pay mortgage payments, as well as ad valorem property taxes and Special Taxes, when due. Under such circumstances, bankruptcies are likely to increase. Bankruptcy by homeowners with delinquent Special Taxes would delay the commencement and completion of foreclosure proceedings.

Mortgage Loans. Although residential projects that have their homes built and occupied by homeowners are typically viewed as providing bondholders with strong credits, some home purchasers may face challenges in making their mortgage and tax payments on a timely basis, due to their initial high loan to value ratios, creative mortgage loan structures, and/or negative equity levels, among other things. The availability of mortgage loans to homeowners, including potential buyers of homes within the District, could also affect the ability of current homeowners to resell their homes as well as the market prices available to current homeowners.

Seismic Activity. The District and surrounding area, like much of California, is subject to earthquakes or other unpredictable seismic activity. The District is located in the higher of California’s two earthquake fault zones. See “THE DISTRICT – Environmental Matters.”

Flood. Flood hazards in the City are associated with overbank flooding of creeks and drainage canals, dam failures or levee failures. These events could occur following a heavy rainfall event in the City.

Wildfire. Over the past decade, drought conditions in the State (see “– Droughts above”) have led to increased risks of wildfire. In particular, certain electrical operators in the State have seen their distribution/transmission lines cause billions of dollars in property damage and the loss of lives. In 2023, as in several prior years, devasting wildfires were burning in California, causing wide-spread damage. No assurance can be given that wildfires will not erupt in the developments being undertaken in the District and negatively impact development of property in the District in the future. See also “Wildfires and Fire Insurance” below.

Hazardous Substances. One of the most serious risks in terms of the potential reduction in the property values is a claim with regard to a hazardous substance. In general, the owners and operators of property may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws, but California laws with regard to

38 hazardous substances are also stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the Taxable Property in the District be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

Although the City is not aware that the owner or operator of any of the property in the District has such a current liability, it is possible that such liabilities do currently exist.

Further, it is possible that liabilities may arise in the future resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but that has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently on the parcel of a substance not presently classified as hazardous but that may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the property values that would otherwise be realized upon a delinquency.

Other Factors. Other factors that could adversely affect property values in the District include, among others, relocation of employers out of the area, shortages of water, electricity, natural gas or other utilities, and destruction of property caused by man-made disasters.

Other Possible Claims on the Property Subject to the Special Tax

While the Special Taxes are secured by the Taxable Property in the District, the security only extends to the value of such property that is not subject to priority and parity liens and similar claims. Tables listing the outstanding governmental obligations affecting the Taxable Property in the District are set forth above under “VALUE OF PROPERTY AND VALUE-TO-LIEN RATIOS – Direct and Overlapping Governmental Liens.” These tables show the other obligations on the property that is subject to the Special Tax as of the date of this Official Statement. However, other governmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels within the District, and may be secured by a lien on a parity with the lien of the Special Taxes securing the CFD Bonds. In addition, a homeowner in the District could participate in programs (such as PACE) that places a lien on the property equal to the lien and charge securing the outstanding CFD Bonds. The overlapping debt information in this Official Statement does not include these PACE liens, or any additional PACE liens that may have arisen.

In general, the Special Taxes, and all other taxes, assessments and charges also collected on the tax roll, are on a parity, that is, are of equal priority. Questions of priority become significant when collection of one or more of the taxes, assessments or charges is sought by some other procedure, such as foreclosure and sale. If proceedings are brought to foreclose a delinquency, the Special Taxes will generally be on parity with the other taxes, assessments and charges, and will share the proceeds of such foreclosure proceedings on a pro-rata basis.

Wildfires and Fire Insurance

In the past, drought conditions in the State (see “– Property Values and Property Development – Drought above”) have led to increased risk of wildfire. In particular, certain

39 electrical operators in the State have seen their distribution/transmission lines cause billions of dollars in property damage and the loss of lives. In 2023, as in several prior years, for example, devastating wildfires burned in various communities in California, causing wide-spread damage.

In 2025, communities in Los Angeles County, including Pacific Palisades, Malibu and Altadena, experienced widespread devastation from wildfires causing losses of life, thousands of burned homes, and billions of dollars in property damage. Although not located in a very high fire hazard severity zone, no assurance can be given that wildfires will not erupt in the District and negatively impact development of property in the District or willingness and ability to pay property taxes in the future.

The Fire and Resource Assessment Program of CAL FIRE has classified areas of the County by Fire Hazard Severity Zone. The property in the District has been classified as a high fire hazard severity zone, as are several proximate communities. West Coast Home Builders has incorporated building standards to comply with applicable fire zone requirements.

On January 16, 2025, Governor Gavin Newsom issued Executive Order N-10-25 (the “Governor’s Order”) which canceled penalties, costs and interest on overdue property taxes (including special taxes) within certain zip codes affected by the Palisades Fire and the Altadena Fire during calendar year 2025. This will likely cause a delay in the payment of special taxes by certain property owners in any community facilities districts affected by Governor’s Order. Unless the majority of property owners within the community facilities districts pay their special taxes voluntarily or have mortgage impound accounts, it is likely that the community facilities districts will need to draw upon a reserve fund to make debt service payments on outstanding bonds prior to the expiration of the Governor’s Order and it is possible that outstanding bonds will experience a payment default. In the event of a major fire or other natural disaster affecting the District, a similar order affecting the District could impact the debt service payment for the Bonds.

Various insurance companies in the State have restricted the availability of fire insurance in the State. Should homeowners within the District be unable to obtain fire insurance, they may not be able to qualify for a mortgage, which in turn may affect the rate of home sales within the District. No assurance can be given that fire insurance will be readily available to homeowners within the District.

Public Health Emergencies

In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. Pandemic diseases arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak.

Taxpayer assistance measures may include deferral of due dates of property taxes, which was an assistance program during the COVID-19 pandemic, and with or without a deferral some taxpayers may be unable to make their property and Special Tax payments. No assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Taxes. In addition, home values may be affected by a reduction in demand stemming from personal finances, or general widespread economic circumstances resulting from pandemic diseases.

40 Enforcement of Special Taxes on Governmentally Owned Properties

General. The ability of the City to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest.

Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest.

The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.”

This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within the District, but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

Neither the City nor the Authority has undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes within the District. No assurance can be given as to the likelihood that the risks described above will materialize while the CFD Bonds are outstanding.

FDIC. If any financial institution making any loan secured by real property within the District is taken over by the FDIC, and prior thereto or thereafter the loan (or loans) goes into default, resulting in ownership of the property by the FDIC, then the ability of the City to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited.

The FDIC’s policy statement regarding the payment of state and local real property taxes (the “Policy Statement”) provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property’s value, and that the FDIC is immune from real property taxes assessed on any basis other than property value.

According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is

41 consistent with sound business practice and the orderly administration of the institution’s affairs, unless abandonment of the FDIC’s interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts.

If any property taxes (including interest) on FDIC-owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC’s consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC’s consent.

The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes, including special taxes and assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Act and a special tax formula, which determines the special tax due each year, are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC’s federal immunity. The Ninth Circuit issued a ruling on August 28, 2001, in which it determined that the FDIC, as a federal agency, is exempt from special taxes.

The Authority and the City are unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of Special Taxes on a parcel within the District, in which the FDIC has or obtains an interest, although prohibiting the lien of the Special Taxes to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale.

Bankruptcy Delays

The payment of the Special Taxes, and the ability of the City to foreclose the lien of a delinquent unpaid Special Tax, may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by State laws relating to judicial foreclosure.

The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax installments not being paid in part or in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the CFD Bonds, as applicable.

Disclosure to Future Purchasers

The City has recorded, in the Office of the Contra Costa County Recorder, a notice of the Special Tax lien with respect to the District. While title companies normally refer to such notices

42 in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider the obligations represented by the Special Taxes in the purchase of a parcel of land or a home in the District, or the lending of money secured by property in the District.

No Acceleration; Right to Pursue Remedies

Neither the Bonds nor the CFD Bonds contain a provision allowing for acceleration if a payment default or other default occurs under the Indenture or the CFD Fiscal Agent Agreement.

See “APPENDIX A – Summary of Certain Provisions of Principal Legal Documents.”

Loss of Tax Exemption

As discussed under the caption “LEGAL MATTERS – Tax Matters,” interest on the Bonds might become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued as a result of future acts or omissions of the Authority in violation of its covenants in the Indenture, or of the City in violation of its covenants in the CFD Fiscal Agent Agreement.

The Indenture does not contain a special redemption feature triggered by the occurrence of an event of taxability. As a result, if interest on the Bonds were to be includable in gross income for purposes of federal income taxation, the Bonds would continue to remain outstanding until maturity unless earlier redeemed pursuant to mandatory redemption. See “THE BONDS – Redemption.”

In addition, Congress has considered in the past, is currently considering and may consider in the future, legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation.

Loss of Tax-Exemption

As discussed under the caption “TAX MATTERS,” interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued, as a result of future acts or omissions of the Authority or the City in violation of their respective covenants in the Indenture or CFD Fiscal Agent Agreement. Should such an event of taxability occur, the Bonds are not subject to special redemption and will remain Outstanding until maturity or until redeemed under other provisions set forth in the Indenture.

Secondary Market for Bonds

There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that any Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then-prevailing circumstances. Such prices could be substantially different from the original purchase price.

43 Potential Early Redemption of Bonds from Prepayments

Property owners within the District are permitted to prepay their Special Tax obligation at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. Such prepayments will result in a redemption of the Bonds on the interest payment date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the prepayment.

The resulting redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds.

Cybersecurity

The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other electronic sensitive information, the City is potentially subject to multiple cyber threats including, but not limited to, hacking, viruses, ransomware, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to the City’s systems for the purposes of misappropriating assets or information or causing operational disruption or damage. The City has never had a major cyber breach that resulted in a financial loss.

No assurance can be given that the City’s efforts to manage cyber threats and attacks will, in all cases, be successful or that any such attack will not materially impact the operations or finances of the City. The City is also reliant on other entities and service providers, such as the County for operation of the Teeter Plan or such as the Trustee in its role under the Indenture and the Dissemination Agent in connection with compliance with its disclosure undertakings. No assurance can be given that the City may not be affected by cyber threats and attacks against other entities or service providers in a manner which may affect the Bondowners, e.g., systems related to the timeliness of payments to Bondowners or compliance with disclosure filings pursuant to the continuing disclosure certificate.

Bond Insurance

Payment of claims on the Policy is dependent on the financial strength and resources of the Bond Insurer. In the event of bankruptcy or other adverse financial circumstance of the Bond Insurer the rating on the Bonds may be downgraded and/or the ability of the Bond Insurer to make payments under the Policy may be affected. In such circumstance neither the Authority or the City have an obligation to replace the Policy.

44 TAX MATTERS

Federal Tax Status. In the opinion of Jones Hall LLP, San Mateo, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax.

The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds.

Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium are disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such Bonds under federal individual alternative minimum taxes.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the Bond (said term being the shorter of the Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Bonds.

45 California Tax Status. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes.

Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the Bonds, or as to the consequences of owning or receiving interest on the Bonds, as of any future date. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the Bonds, the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds.

CERTAIN LEGAL MATTERS

Jones Hall LLP, Bond Counsel, will render an opinion with respect to the validity of the Bonds and the enforceability of the Indenture, the form of which is set forth in “APPENDIX D – Form of Opinion of Bond Counsel.” Jones Hall will also render an opinion as to the validity of the CFD Bonds and the enforceability of the CFD Fiscal Agent Agreement. Certain legal matters will also be passed upon for the City and the Authority by Jones Hall, as Disclosure Counsel. Certain legal matters will be passed upon for the City by the City Attorney.

NO LITIGATION

At the time of delivery of and payment for the Bonds and the CFD Bonds, the City Attorney will deliver an opinion that to the knowledge of the City Attorney, there is no material litigation pending or threatened against the City or the Authority concerning the validity of the Bonds or the CFD Bonds or any proceedings of the City or Authority taken with respect to the issuance thereof or security therefor, or the formation of the District.

46 RATINGS

S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC (“S&P”), is anticipated to assign the Insured Bonds its municipal bond rating of “____” with the understanding that upon delivery of the Bonds, a policy insuring the payment of principal and interest on the Insured Bonds will be issued by the Bond Insurer. S&P has assigned an underlying rating of “___” to the Bonds.

Such ratings reflect only the views of S&P and any desired explanation of the significance of such ratings should be obtained from S&P. Generally, a rating agency bases its ratings on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by S&P, if in the judgment of S&P, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price for the Bonds.

CONTINUING DISCLOSURE

The City has covenanted for the benefit of owners of the Bonds to provide certain financial information and operating data relating to the District by not later than nine months after the end of the City’s fiscal year (presently June 30) in each year (the “Annual Report”) commencing with its report for the 2025-26 fiscal year (due April 1, 2027) and to provide notices of the occurrence of certain enumerated events.

These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5), as amended (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events is set forth in “APPENDIX E – Form of Continuing Disclosure Certificate.”

The City and its related governmental entities, including the Successor Agency, have previously entered into numerous disclosure undertakings under the Rule in connection with the issuance of long-term obligations. During the past five years, the City filed its audited financial statements 17 days late for one of its obligations for fiscal year 2023-24. In some instances, in accordance with the Continuing Disclosure Certificates, the City and Successor Agency filed unaudited financial statements in advance of the reporting deadlines to meet its obligations, then filed audited financial statements once available. In the previous five years, the Successor Agency has timely filed all of its audited financial statements and Annual Reports. The Successor Agency did not file a rating change notice in 2025 for Fitch Ratings for the Tax Allocation Bonds, Series 1999, which were not rated by Fitch Ratings at issuance.

MUNICIPAL ADVISOR

NHA Advisors, LLC has acted as Municipal Advisor to the City in conjunction with the issuance of the Bonds. The Municipal Advisor has assisted in matters related to the planning, structuring, execution, and delivery of the Bonds. The Municipal Advisor will receive compensation contingent upon the sale and delivery of the Bonds. The Municipal Advisor has not audited, authenticated, or otherwise independently verified the information set forth in this Official Statement, or any other related information available, with respect to accuracy and completeness of disclosure of such information.

47 UNDERWRITING

Piper Sandler & Co., as underwriter (the “Underwriter”), has agreed to purchase the Bonds at a purchase price of $______________ (being the principal amount of the Bonds ($______________) plus original issue premium of $______________ and less an underwriter’s discount of $______________).

The Underwriter may change the initial public offering prices of the Bonds from time to time. The agreement under which the Underwriter has agreed to purchase the Bonds provides that the Underwriter will purchase all the Bonds if any are purchased, and that the obligation to make such purchase is subject to certain terms and conditions set forth therein, including, among others, the approval of certain legal matters by counsel.

PROFESSIONAL SERVICES

In connection with the issuance of the Bonds, fees payable to the following professionals involved in the offering are contingent upon the issuance and delivery of the Bonds: Jones Hall LLP, as Bond Counsel and Disclosure Counsel; NHA Advisors, LLC, San Rafael, California, as municipal advisor to the Authority and the City; Best Best & Krieger LLP, as counsel to the Underwriter; Goodwin Consulting Group, Inc., as Special Tax Consultant, and The Bank of New York Mellon Trust Company, N.A., as Trustee.

EXECUTION

The execution of this Official Statement and its delivery have been duly authorized by the Board of the Authority and the City Council of the City.

CITY OF PITTSBURG PUBLIC FINANCING

AUTHORITY

By:

Treasurer/Controller

CITY OF PITTSBURG

By:

Finance Director

A-1

APPENDIX A

SUMMARY OF CERTAIN PROVISIONS OF PRINCIPAL LEGAL DOCUMENTS

B-1

APPENDIX B

GENERAL INFORMATION REGARDING THE CITY OF PITTSBURG

The following information in this section of the Official Statement concerning the City of Pittsburg and surrounding areas is included only for the purpose of supplying general information regarding the community. The taxing power of the City of Pittsburg, Contra Costa County, the State of California, and any political subdivision thereof is not pledged to the payment of the Bonds. The Bonds are not a debt of the City of Pittsburg, Contra Costa County, the State of California, or any of its political subdivisions, and neither the City, the County, the State nor any of its political subdivisions is liable therefor.

General

The City. The City is located in the eastern portion of the County at the confluence of the San Joaquin and Sacramento Rivers about 40 miles northeast of San Francisco. Originally a coal shipping port, the City was founded in 1849, and incorporated in 1903 as a general law city. In the 1940’s and early 1950’s, the City was a major commercial and industrial center for the County and the eastern ports of the greater San Francisco Bay Area. During World War II and the Korean War it was a major military embarkation point. Today, the City is part of the second largest industrial center in the County.

The County. Situated northeast of San Francisco, the County is bounded by San Francisco and San Pablo Bays, the Sacramento River Delta, and by Alameda County on the south. Ranges of hills effectively divide the County into three distinct regions. The western portion, with its access to water, contains much of the County’s heavy industry. The central section is rapidly developing from a suburban area into a major commercial and financial headquarters center. The eastern part is also undergoing substantial change, from a rural, agricultural area, to a suburban region. The County has extensive and varied transportation facilities-ports accessible to ocean-going vessels, railroads, freeways, and rapid transit lines connecting the area with Alameda County and San Francisco.

Population

The following table lists population figures for the City, the County and the State for the last five calendar years.

CITY OF PITTSBURG, CONTRA COSTA COUNTY AND STATE OF CALIFORNIA Population Estimates as of January 1
Calendar Years 2022 Through 2026

Year
City of
Pittsburg
Contra Costa
County
State of
California
2022 75,169 1,158,235 39,159,480
2023 75,202 1,152,728 39,167,274
2024 76,139 1,163,060 39,446,835
2025 76,922 1,167,506 39,646,907
2026 76,484 1,163,891 39,592,978

Source: State Department of Finance estimates (as of January 1).

B-2
Employment and Industry

The unemployment rate in the Oakland-Fremont-Berkeley Metropolitan Division was 4.1% in April 2026, down from a revised 4.3% in March 2026, and below the year-ago estimate of 4.3%.

This compares with an unadjusted unemployment rate of 5.0% for California and 4.0% for the nation during the same period. The unemployment rate was 4.1% in Alameda County, and 4.2% in Contra Costa County.

The table below lists employment by industry group for Contra Costa County for the years 2021 to 2025.

CONTRA COSTA COUNTY
Annual Averages Civilian Labor Force, Employment and Unemployment, Employment by Industry
(March 2025 Benchmark)

2021 2022 2023 2024 2025
Civilian Labor Force (1) 1,417,100 1,434,900 1,451,300 1,455,300 1,459,600 Employment 1,332,800 1,387,700 1,395,500 1,390,400 1,391,000 Unemployment 84,300 47,100 55,700 64,800 68,600
Unemployment Rate 5.9% 3.3% 3.8% 4.5% 4.7%
Wage and Salary Employment: (2)
Agriculture 1,700 1,900 1,800 1,500 1,300
Mining, Logging and Construction 74,500 75,900 76,000 74,400 71,300 Manufacturing 106,000 112,300 111,200 104,100 98,400
Wholesale Trade 41,100 41,500 41,200 40,400 40,100
Retail Trade 105,300 106,200 105,300 103,200 101,900
Transportation, Warehousing and Utilities 47,100 51,700 52,200 52,000 50,900 Information 24,700 25,000 25,100 24,800 24,500
Finance and Insurance 34,800 33,600 31,100 28,800 27,300 Real Estate and Rental and Leasing 17,200 18,400 18,500 18,100 17,600 Professional and Business Services 190,900 194,800 188,300 186,400 183,300 Educational and Health Services 198,500 205,800 216,800 229,700 241,000 Leisure and Hospitality 92,500 108,300 111,700 111,000 110,500 Other Services 35,600 39,200 41,500 43,000 43,800
Federal Government 13,400 13,100 13,200 13,300 12,700
State Government 35,900 33,100 34,500 36,600 36,300
Local Government 111,800 115,200 118,000 123,100 126,100 Total, All Industries (3) 1,130,900 1,176,000 1,186,300 1,190,200 1,187,000

(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.

Source: Labor Division of the California State Employment Development Department.

B-3
Principal Employers

The following table shows the principal employers in the City, as shown in the City’s Comprehensive Annual Financial Report for fiscal year ending June 30, 2025.

CITY OF PITTSBURG
Principal Employers

Employer
Number of
Employees
Percent of Total
Employment
Pittsburg Unified School District 1,290 3.2%
Los Medanos Community College -- 0.0
City of Pittsburg 324 0.8
Ramar Foods 234 0.6
Walmart 217 0.5
WinCo Foods 168 0.4
Home Depot 163 0.4
McCampbell Analytical, Inc. 129 --
Corteva (formerly DOW Chemical Company) 125 0.3
Safeway 125 0.3

Source: City Of Pittsburg, Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2025.

Major Employers

The table below lists the major employers in the County, listed alphabetically.

CONTRA COSTA COUNTY
Major Employers
May 2026

Employer Name Location Industry
Bart Richmond Transit Lines
Bio-Rad Laboratories Inc Hercules Physicians & Surgeons Equip & Supls-Mfrs C & H Sugar Crockett Sugar Refiners (mfrs)
Chevron Global Downstream LLC San Ramon Management Services Contra Costa County Health Svc Martinez Government Offices-County Contra Costa Regional Med Ctr Martinez Hospitals
Crash Champions Collision Concord Automobile Body-Repairing & Painting Fresenius Manufacturing Concord Physicians & Surgeons Equip & Supls-Mfrs Home & Hospital Program Concord Educational Service-Business John Muir Health Concord Med Concord Hospitals
Kaiser Permanente Antioch Med Antioch Hospitals
Kaiser Permanente Martinez Med Martinez Clinics
Kaiser Permanente Park Walnut Creek Physicians & Surgeons Kaiser Permanente Walnut Creek Walnut Creek Hospitals
La Raza Market Richmond Grocers-Retail
Los Medanos College Pittsburg Junior-Community College-Tech Institutes Macias Gini & O’Connell LLP Walnut Creek Accountants
Martinez Arts Outpatient Clnc Martinez Physicians & Surgeons Martinez Refining Co LLC Martinez Crude Oil-Petroleum Refineries Nordstrom Walnut Creek Department Stores
Oakley Union School District Oakley School Districts
Phillips 66 Sn Francisco Rfnry Rodeo Crude Oil-Petroleum Refineries Robert Half San Ramon Employment Agencies & Opportunities San Ramon Regional Medical Ctr San Ramon Hospitals
Sutter Delta Medical Ctr Antioch Hospitals

Source: State of California Employment Development Department, extracted from The America’s Labor Market Information System (ALMIS) Employer Database, 2026 1st edition.

B-4

Commercial Activity

Summaries of the historic taxable sales within the City and the County during the past five years in which data is available are shown in the following tables. Annual figures for calendar year 2025 are not yet available.

Total taxable sales during calendar year 2025 in the City were reported to be $970.7 million a 3.24% decrease from the total taxable sales of $1,003.2 million reported during the first three quarters of calendar year 2024.

CITY OF PITTSBURG
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands)

Retail Stores Total All Outlets

Number
of Permits

Taxable
Transactions

Number
of Permits
Taxable
Transactions
2020 747 $577,920 1,229 $854,155
2021 797 677,233 1,283 963,315
2022 844 667,740 1,319 1,225,633
2023 825 640,633 1,285 1,101,816
2024 831 626,885 1,327 1,003,156

Source: State Department of Tax and Fee Administration.

Total taxable sales during calendar year 2025 in the County were reported to be $22.0 billion a 0.34% decrease from the total taxable sales of $22.1 billion reported during calendar year 2024.

CONTRA COSTA COUNTY
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands)

Retail Stores Total All Outlets

Number
of Permits

Taxable
Transactions

Number
of Permits

Taxable
Transactions
2020 15,832 $13,144,244 27,445 $18,043,575
2021 15,000 14,956,873 26,049 21,057,354
2022 15,240 15,790,210 26,633 22,521,022
2023 15,036 15,639,934 26,351 22,373,010
2024 15,185 15,677,469 26,776 22,091,501

Source: State Department of Tax and Fee Administration.

B-5
Construction Activity

The following tables show a five-year summary of the valuation of building permits issued in the City and the County.

CITY OF PITTSBURG
Building Permit Valuation
(Valuation in Thousands of Dollars)

2020 2021 2022 2023 2024
Permit Valuation
New Single-family $19,937.1 $39,886.5 $16,745.4 $51,559.8 $9,351.1 New Multi-family 15,253.6 67,002.9 3,320.4 0.0 0.0
Res. Alterations/Additions 2,235.9 1,079.4 5,437.2 3,529.5 4,401.3 Total Residential 37,426.6 107,968.8 25,503.0 55,089.3 13,752.4

New Commercial 14,736.8 2,294.0 11,750.0 1,276.2 11,276.2 New Industrial 31,644.7 0.0 0.0 0.0 0.0
New Other 2,350.0 342.9 2,298.7 591.3 2,150.7
Com. Alterations/Additions 8,840.0 480.4 5,507.2 2,853.4 2,571.6 Total Nonresidential 57,571.5 3,117.3 19,555.9 4,720.9 15,998.50

New Dwelling Units
Single Family 101 198 84 133 53
Multiple Family 84 434 16 0 0
TOTAL 185 632 100 133 53

Source: Construction Industry Research Board, Building Permit Summary.

CONTRA COSTA COUNTY
Building Permit Valuation
(Valuation in Thousands of Dollars)

2020 2021 2022 2023 2024
Permit Valuation
New Single-family $458,503.6 $605,008.9 $492,220.0 $509,605.9 $318,793.4 New Multi-family 203,967.0 273,036.5 180,263.9 180,831.9 129,381.8 Res. Alterations/Additions 213,069.9 264,419.4 330,704.1 346,446.8 290,840.2 Total Residential 875,540.5 1,142,464.8 1,003,188.0 1,036,884.6 739,015.4

New Commercial 175,260.2 147,251.4 92,978.3 39,853.5 43,667.9 New Industrial 50,551.2 486.2 2,510.0 3,542.1 0.0
New Other 55,865.5 89,392.6 139,806.0 258,149.1 160,331.3 Com. Alterations/Additions 142,395.8 144,697.4 271,701.4 316,831.5 331,519.4 Total Nonresidential 424,072.7 381,827.6 506,995.7 618,376.2 535,518.6

New Dwelling Units
Single Family 1,525 2,229 1,646 1,497 1,015
Multiple Family 1,243 1,695 924 950 269
TOTAL 2,768 3,924 2,570 2,447 1,284

Source: Construction Industry Research Board, Building Permit Summary.

B-6
Effective Buying Income

“Effective Buying Income” is defined as personal income less personal tax and non-tax payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance).

Deducted from this total are personal taxes (federal, state and local), non-tax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.”

The following table summarizes the total effective buying income for the City, the County, the State and the United States for the period 2022 through 2026.

CITY OF PITTSBURG, CONTRA COSTA COUNTY, AND THE STATE OF CALIFORNIA Effective Buying Income
As of January 1, 2022 through 2026

Year

Area
Total Effective
Buying Income
(000’s Omitted)
Median
Household
Effective Buying
Income
2022 City of Pittsburg $2,228,261 $75,695
Contra Costa County 57,555,435 98,409
California 1,452,426,153 77,058
United States 11,208,582,541 64,448

2023 City of Pittsburg $2,415,703 $81,787
Contra Costa County 57,205,397 98,536
California 1,461,799,662 77,175
United States 11,454,846,397 65,326

2024 City of Pittsburg $2,451,327 $83,254
Contra Costa County 57,949,909 101,689
California 1,510,708,521 80,973
United States 11,987,185,826 67,876

2025 City of Pittsburg $2,511,523 $87,811
Contra Costa County 58,695,221 103,380
California 1,557,429,767 82,725
United States 12,525,577,707 69,687

2026 City of Pittsburg $2,925,416 $92,946
Contra Costa County 64,568,804 113,062
California 1,730,654,738 90,403
United States 13,932,177,817 75,433

Source: Claritas, LLC.

B-7
Education

The City of Pittsburg is served by three different school districts: Pittsburg Unified School District, Antioch Unified School District and Mt. Diablo Unified School District. The Pittsburg Unified School District operates eight elementary schools, three junior high schools, one comprehensive high school, one alternative education high school, adult education, independent study, alternative learning experiences and early childhood education services. The Antioch Unified School District operates thirteen elementary schools, four middle schools, two comprehensive high schools, three specialized high schools, and one K-8 school. They also offer a home schooling program, adult education courses, and other programs to fit the needs of all students. Mt. Diablo operates thirty elementary schools, nine middle schools, five high schools, and two adult education centers. In addition there is also a community college, Los Medanos College.

Transportation

Pittsburg is easily accessible via state Highway 4 and also by the Bay Area Rapid Transit system (“BART”), a regional heavy‑rail public transit system that provides rapid commuter service connecting the San Francisco Bay Area’s major cities and suburban communities, including Pittsburg and Antioch. Tri Delta Transit provides the local bus service in the Pittsburg area.

C-1

APPENDIX C

RATE AND METHOD OF APPORTIONMENT OF

SPECIAL TAXES

D-1

APPENDIX D

FORM OF BOND COUNSEL OPINION

___________, 2026

Board of Directors
City of Pittsburg Public Financing Authority
65 Civic Avenue
Pittsburg, California 94565

OPINION: $_____________ City of Pittsburg Public Financing Authority Special Tax Revenue Bonds, Series 2026

Members of the Authority:

We have acted as bond counsel to the City of Pittsburg Public Financing Authority (the “Authority”) in connection with the delivery by the Authority of the above-referenced bonds (the “Bonds”), issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Bond Law”), and pursuant to an Indenture of Trust dated as of September 1, 2026 (the “Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee. We have examined the Bond Law, an executed copy of the Indenture and such certified proceedings and other papers as we deem necessary to render this opinion.

As to questions of fact material to our opinion, we have relied upon representations of the Authority contained in the Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.

Based upon the foregoing, we are of the opinion, under existing law, as follows:

1. The Authority is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds, enter into the Indenture and perform the agreements on its part contained therein, and to issue the Bonds.

2. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding limited obligations of the Authority, payable solely from the sources provided therefor in the Indenture.

3. The Indenture has been duly entered into by the Authority and constitutes a valid and binding obligation of the Authority enforceable upon the Authority.

D-2

4. Pursuant to the Bond Law, the Indenture creates a valid lien on the funds pledged by the Indenture.

5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax.

The opinions set forth in the preceding sentence are subject to the condition that the Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. Each of the Authority and the City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds.

6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.

Interest on the Bonds may be subject to the corporate alternative minimum tax. We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds.

The rights of the owners of the Bonds and the enforceability of the Bonds are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,

E-1

APPENDIX E

FORM OF CONTINUING DISCLOSURE CERTIFICATE

$____________

CITY OF PITTSBURG PUBLIC FINANCING AUTHORITY

SPECIAL TAX REVENUE BONDS
SERIES 2026

This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the City of Pittsburg (the “City”) in connection with the issuance by the Authority of the bonds captioned above (the “Bonds”). The Bonds are being issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Bond Law”), and under an Indenture of Trust, dated as of September 1, 2026 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

The City hereby covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule.

Section 2. Definitions. In addition to the definitions set forth above and in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:

“Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Annual Report Date” means April 1 of each year.

“Dissemination Agent” means Goodwin Consulting Group, Inc. or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation.

“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.

“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.

“Official Statement” means the final official statement executed by the City in connection with the issuance of the Bonds.

“Participating Underwriter” means Piper Sandler & Co., the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.

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“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

Section 3. Provision of Annual Reports.

(a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing April 1, 2027, with the report for the 2025-26 Fiscal Year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate; provided, that the first Annual Report shall consist solely of this Official Statement and the financial statements of the City for Fiscal Year 2025-26. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date.

If the City’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder.

(b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice of failure to file.

(c) With respect to each Annual Report, the Dissemination Agent shall:

(i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and

(ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following:

(a) The audited financial statements of the City, together with the following statement:

THE CITY’S ANNUAL FINANCIAL STATEMENTS ARE PROVIDED SOLELY TO COMPLY WITH THE SECURITIES EXCHANGE COMMISSION STAFF’S INTERPRETATION OF RULE 15c2-12. NO FUNDS OR ASSETS OF THE CITY OR THE AUTHORITY OTHER

THAN THOSE PLEDGED UNDER THE INDENTURE ARE REQUIRED TO BE USED TO PAY

DEBT SERVICE ON THE BONDS, AND NEITHER THE CITY NOR THE AUTHORITY ARE

OBLIGATED TO ADVANCE AVAILABLE FUNDS FROM ANY SOURCE TO COVER ANY DELINQUENCIES. INVESTORS SHOULD NOT RELY ON THE FINANCIAL CONDITION OF

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THE CITY OR THE AUTHORITY IN EVALUATING WHETHER TO BUY, HOLD OR SELL THE Bonds.

The audited financial statements shall be prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If such audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

(b) Outstanding principal amount of the Authority’s Bonds as of the end of the most recent Fiscal Year.

(c) The following additional items relating to the District:

(i) Outstanding principal amount of the CFD Bonds as of the end of the most recent Fiscal Year.

(ii) Balance of the Reserve Fund (or amount available under the Reserve Policy, if applicable), and a statement of the Reserve Requirement, as of September 1 of the current Fiscal Year.

(iii) A table showing assessed values (per the County Assessor’s records), special taxes levied and value to lien ratios (direct debt only) for taxable property levied a special tax for the current Fiscal Year, substantially in the form contained in Table 1 to the Official Statement.

(iv) A table showing a history of special tax collections and delinquencies (per the County Assessor’s records) for the current Fiscal Year substantially in the form contained in Table 4 to the Official Statement.

(v) The amount of prepayments of the Special Taxes for the most recently completed Fiscal Year.

(vi) Annual information required to be filed by the City with the California Debt and Investment Advisory Commission pursuant to the CFD Act and relating generally to outstanding District bond amounts, fund balances, assessed values, special tax delinquencies and foreclosure information.

(d) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

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

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Section 5. Reporting of Significant Events.

(a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds:

(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security.
(7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.
(15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (for the definition of “financial obligation,” see clause (e)). (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (for the definition of “financial obligation,” see clause (e)).

(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Indenture.

(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with

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respect to certain notices, determinations or other events affecting the tax status of the Bonds.

The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. The Dissemination Agent shall not be responsible for determining whether an event is material.

(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.

(e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be Goodwin Consulting Group. Any Dissemination Agent may resign by providing 30 days’ written notice to the City.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:

(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted;

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(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

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

If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.

A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(c).

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers,

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directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct.

The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the Bond holders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

(b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.

Date: ___________, 2026

CITY OF PITTSBURG

By:

Finance Director

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APPENDIX F

DTC AND THE BOOK-ENTRY-ONLY SYSTEM

The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.

Neither the issuer of the Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix.

No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each maturity of the Securities in the aggregate principal amount of such maturity, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.

2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post- trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.

Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust

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companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC is rated “AA+” by Standard & Poor’s. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

6. Redemption notices will be sent to DTC. If less than all of the Securities within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon

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as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Principal, redemption price and interest payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption price and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

10. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.

11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.

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APPENDIX G

SPECIMEN MUNICIPAL BOND INSURANCE POLICY

Jones Hall Draft of July 17, 2026

INDENTURE OF TRUST

between

CITY OF PITTSBURG PUBLIC FINANCING AUTHORITY

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

Dated as of September 1, 2026

$_______________

CITY OF PITTSBURG PUBLIC FINANCING AUTHORITY

SPECIAL TAX REVENUE BONDS
SERIES 2026

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TABLE OF CONTENTS

ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY Section 1.1. Definitions ........................................................................................................... 3 Section 1.2. Rules of Construction ....................................................................................... 10 Section 1.3. Authorization and Purpose of Bonds ................................................................ 10 Section 1.4. Equal Security ................................................................................................... 11

ARTICLE II

ISSUANCE OF BONDS
Section 2.1. Terms of Bonds ................................................................................................ 12 Section 2.2. Redemption of Bonds ....................................................................................... 13 Section 2.3. Form of Bonds .................................................................................................. 17 Section 2.4. Execution of Bonds ........................................................................................... 17 Section 2.5. Transfer of Bonds ............................................................................................. 17 Section 2.6. Exchange of Bonds ........................................................................................... 18 Section 2.7. Temporary Bonds ............................................................................................. 18 Section 2.8. Bond Register ................................................................................................... 18 Section 2.9. Bonds Mutilated, Lost, Destroyed or Stolen ..................................................... 18 Section 2.10. Book-Entry System ........................................................................................... 19 Section 2.11. Validity of Bonds ............................................................................................... 20

ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS
Section 3.1. Issuance of Bonds ............................................................................................ 21 Section 3.2. Application of Proceeds of Sale of Bonds ......................................................... 21 Section 3.3. Project Fund ..................................................................................................... 21 Section 3.4. Costs of Issuance Fund .................................................................................... 21 Section 3.5. Reserve Fund ................................................................................................... 22 Section 3.6. Rebate Fund ..................................................................................................... 22

ARTICLE IV
REVENUES; FLOW OF FUNDS
Section 4.1. Pledge of Revenues; Assignment of Rights ..................................................... 22 Section 4.2. Receipt, Deposit and Application of Revenues; Revenue Fund ....................... 22 Section 4.3. Reserve Fund ................................................................................................... 24 Section 4.4. Investments ...................................................................................................... 25 Section 4.5. Valuation and Disposition of Investments ......................................................... 26

ARTICLE V

COVENANTS OF THE AUTHORITY
Section 5.1. Punctual Payment ............................................................................................. 27 Section 5.2. Extension of Payment of Bonds ........................................................................ 27 Section 5.3. Against Encumbrances ..................................................................................... 27 Section 5.4. Power to Issue Bonds and Make Pledge and Assignment ............................... 27 Section 5.5. Accounting Records and Financial Statements ................................................ 27 Section 5.6. No Additional Bonds, Except for Refunding ...................................................... 28 Section 5.7. Tax Covenants .................................................................................................. 28 Section 5.8. Rebate Fund ..................................................................................................... 29 Section 5.9. Continuing Disclosure ....................................................................................... 29

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Section 5.10. Compliance with Reporting Requirements of Bond Law .................................. 29 Section 5.11. Further Assurances .......................................................................................... 29 Section 5.12. Ownership of Local Obligations ........................................................................29

ARTICLE VI
[RESERVED]

ARTICLE VII

THE TRUSTEE
Section 7.1. The Trustee ...................................................................................................... 37 Section 7.2. Liability of Trustee ............................................................................................. 37 Section 7.3. Compensation and Indemnification of Trustee ................................................. 38 Section 7.4. Right to Rely on Documents ............................................................................. 38

ARTICLE VIII

MODIFICATION AND AMENDMENT OF THE INDENTURE
Section 8.1. Amendment ...................................................................................................... 37 Section 8.2. Effect of Supplemental Indenture ..................................................................... 37 Section 8.3. Endorsement or Replacement of Bonds After Amendment .............................. 38 Section 8.4. Amendment by Mutual Consent ....................................................................... 38 Section 8.5. Preservation and Inspection of Documents ...................................................... 38

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
Section 9.1. Events of Default ............................................................................................. 39 Section 9.2. Remedies; Rights of Bond Owners ................................................................. 39 Section 9.3. Application of Revenues and Other Funds After Event of Default .................. 40 Section 9.4. Power of Trustee to Control Proceedings ....................................................... 40 Section 9.5. Appointment of Receivers ............................................................................... 41 Section 9.6. Non-Waiver ..................................................................................................... 41 Section 9.7. Rights and Remedies of Bond Owners ........................................................... 41 Section 9.8. Termination of Proceedings ............................................................................ 42

ARTICLE X

MISCELLANEOUS
Section 10.1. Limited Liability of Authority ............................................................................. 43 Section 10.2. Benefits of Indenture Limited to Parties .......................................................... 43 Section 10.3. Discharge of Indenture .................................................................................... 43 Section 10.4. Successor is Deemed Included in All References to Predecessor ................. 44 Section 10.5. Delegation by Authority; Content of Certificates .............................................. 44 Section 10.6. Execution of Documents by Bond Owners ...................................................... 45 Section 10.7. Disqualified Bonds ........................................................................................... 45 Section 10.8. Waiver of Personal Liability ............................................................................. 45 Section 10.9. Partial Invalidity ............................................................................................... 46 Section 10.10. Destruction of Cancelled Bonds ......................................................................46 Section 10.11. Funds and Accounts ........................................................................................46 Section 10.12. Notices ............................................................................................................46 Section 10.13. Unclaimed Moneys ..........................................................................................46 Section 10.14. Payment Due on Other than a Business Day ..................................................47 Section 10.15. Electronic Signatures ......................................................................................47

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Exhibit A FORM OF BOND

1 INDENTURE OF TRUST

THIS INDENTURE OF TRUST (this “Indenture”), dated as of September 1, 2026, is between the CITY OF PITTSBURG PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the “Authority”) and 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, as trustee (the “Trustee”).

BACKGROUND:

1. The Authority is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) whose members are the City and the Successor Agency to the Redevelopment Agency of the City of Pittsburg, and the Authority is authorized pursuant to Article 4 of the Act (the “Bond Law”) to issue bonds to finance the cost of public capital improvements.

2. The Authority is authorized pursuant to Article 4 (commencing with Section 6584) of the Act to issue bonds for the purpose of purchasing bonds of the City to assist the City in financing public capital facilities.

3. Pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Mello-Roos Act”) the City of Pittsburg has formed Community Facilities District 2009-01 (San Marco), City of Pittsburg, County of Contra Costa, State of California (the “District”) located within the City.

4. The City has determined to cause the District to finance authorized public facilities (the “Facilities”) under the provisions of the Mello-Roos Act, and has issued the City of Pittsburg Community Facilities District 2009-01 (San Marco) Special Tax Bonds, Series 2026 in the principal amount of $____________ (the “Local Obligations”).

5. The Authority has determined to issue its City of Pittsburg Public Financing Authority Special Tax Revenue Bonds, Series 2026 (the “Bonds”) in the aggregate principal amount of $___________ pursuant to the Bond Law and secured as set forth in this Indenture in the manner provided herein, to purchase the Local Obligations and designate the payments received thereon as security for the Bonds.

6. The City previously caused publication of a notice of a public hearing on the financing of the Facilities once at least five days prior to the hearing in a newspaper of general circulation in the City, held the required public hearing and made the required findings of significant public benefit, as required by the Bond Law, and the City has determined that the consummation of the transactions contemplated in this Indenture will result in significant public benefits and has approved the issuance of the Bonds by the Authority for the purpose of providing funds to purchase the Local Obligations.

7. In order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the principal thereof and interest thereon, the Authority has authorized the execution and delivery of this Indenture.

2 8. The Authority hereby certifies that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Local Obligations by the Authority and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows:

3 ARTICLE I

DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY

Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section will for all purposes of this Indenture and of any Supplemental Indenture and of the Bonds and of any certificate, opinion, request or other documents herein mentioned have the meanings herein specified.

“Act” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State, as it may hereafter be amended from time to time.

“Additional Bonds” has the meaning given that term in Section 5.6 in reference to refunding bonds.

“Administrative Expenses” means any or all of the following: the expenses of the Authority in carrying out its duties hereunder, including the fees and expenses charged by the Authority and of its counsel and consultants, an allocable share of the salaries of Authority staff and its consultants directly related thereto and a proportionate amount of Authority general administrative overhead related thereto (if applicable), any amounts paid by the Authority from its general funds for the benefit of the Bonds, the fees and expenses of the Trustee (including any fees or expenses of its counsel), and all other costs and expenses of the Authority or the Trustee incurred in connection with the issuance and administration of the Bonds and the Local Obligations and/or the discharge of their respective duties hereunder, in any way related to the administration of the Bonds. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the Authority for Administrative Expenses.

“Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year.

“Authority” means the City of Pittsburg Public Financing Authority, a joint exercise of powers agency established pursuant to the laws of the State and that certain Joint Exercise of Powers Agreement, originally entered into as of January 1, 1991 between the City and the Redevelopment Agency of the City of Pittsburg (now succeeded by the Successor Agency to the Redevelopment Agency of the City of Pittsburg), as may be amended from time to time.

“Authorized Officer” means the Executive Director, the Treasurer, or any other Person authorized by the Authority to perform an act or sign a document on behalf of the Authority for purposes of this Indenture.

“Beneficial Owners” means the actual purchasers of the Bonds whose ownership interests are recorded on the books of the DTC Participants.

“Bond Counsel” means Jones Hall LLP, and its successors; or any other attorney at law or firm of attorneys selected by the Authority, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political

4 subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America.

“Bond Law” means the Marks Roos Local Bond Pooling Act of 1985, constituting Article 4 of the Act (commencing with Section 6584), as it may hereafter be amended from time to time.

“Bond Register” means the registration books for the Bonds maintained by the Trustee in accordance with Section 2.8.

“Bonds” means the Authority’s Special Tax Revenue Bonds, Series 2026 authorized by, and at any time Outstanding, pursuant to the Bond Law and this Indenture, and any Additional Bonds issued hereunder.

“Bond Year” means each twelve-month period extending from September 2 in one calendar year to September 1 of the succeeding calendar year, except in the case of the initial Bond Year which will be the period from the Closing Date to September 1, 2027, both dates inclusive.

“Business Day” means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange or banks in New York, New York or San Francisco, California, or where the Trust Office is located, are not required or authorized to remain closed.

“CDIAC” means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto.

“Certificate of the Authority” means a certificate in writing signed by an Authorized Officer of the Authority.

“City” means the City of Pittsburg, a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State.

“Closing Date” means the date on which the Original Purchaser purchases the Bonds, being September ___, 2026.

“Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated, and applicable official guidance published, under the Code.

“Costs of Issuance” means the costs and expenses incurred in connection with the issuance and sale of the Bonds and the Local Obligations, and the acquisition of the Local Obligations by the Authority, including the acceptance and initial annual fees and expenses (including legal fees and expenses) of the Trustee, legal fees and expenses, rating agency fees and expenses, bond and reserve insurance, costs of printing the Bonds and the preliminary and final Official Statements, fees of financial consultants, and other fees and expenses set forth in a Request of the Authority.

“Costs of Issuance Fund” means the fund by that name established in Section 3.4.

“Dated Date” means the Closing Date.

5 “District” means Community Facilities District 2009-01 (San Marco), City of Pittsburg, County of Contra Costa, State of California.

“DTC” means The Depository Trust Company, and its successors and assigns.

“DTC Participants” means securities brokers and dealers, banks, trust companies, clearing corporations and other organizations maintaining accounts with DTC.

“Event of Default” means any of the events described in Section 9.1.

“Fair Market Value” means, with respect to any investment, the price at which a willing buyer would purchase such investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm's length transaction (as described above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment.

“Federal Securities” means any of the following:

(a) Cash (insured at all times by the Federal Deposit Insurance Corporation).

(b) Obligations of, or obligations guaranteed as to principal and interest by, the U.S. or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. including:

• U.S. treasury obligations
• All direct or fully guaranteed obligations
• Farmers Home Administration
• General Services Administration
• Guaranteed Title XI financing
• Government National Mortgage Association (GNMA)
• State and Local Government Series

“Fiscal Agent Agreement” means the Fiscal Agent Agreement dated September 1, 2026 by and between the City, on behalf of the District, and The Bank of New Mellon Trust Company, N.A., as fiscal agent thereunder for the Local Obligations.

“Fiscal Year” means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Authority as its official fiscal year period.

6 “Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture.

“Independent Financial Consultant” means any financial consultant or firm of such consultants appointed and paid by the Authority or the City, and who, or each of whom –

(a) is in fact independent and not under domination of the Authority or the City;

(b) does not have any substantial interest, direct or indirect, in the Authority or the City; and

(c) is not an officer or employee of the Authority or the City, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.

“Interest Account” means the account by that name established and held by the Trustee pursuant to Section 4.2(a).

“Interest Payment Date” means March 1 and September 1 in each year, beginning March 1, 2027, and continuing thereafter so long as any Bonds remain Outstanding.

“Local Obligations” means the City of Pittsburg Community Facilities District 2009-01 (San Marco) Special Tax Bonds, Series 2026.

“Local Obligations Fiscal Agent” means The Bank of New Mellon Trust Company, N.A., as fiscal agent under the Fiscal Agent Agreement.

“Maximum Annual Debt Service” means, as of the date of any calculation, the largest Annual Debt Service on a Series during the current or any future Bond Year.

“Original Purchaser” means, with respect to the Bonds, Piper Sandler & Co.

“Outstanding”, when used as of any particular time, means (subject to the provisions of Section 10.7) all Bonds theretofore executed and issued by the Authority and authenticated and delivered by the Trustee under this Indenture except –

(a) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation;

(b) Bonds paid or deemed to have been paid within the meaning of Section

10.3 or Bonds called for redemption for which funds have been provided as described herein; and

(c) Bonds in lieu of or in substitution for which other Bonds will have been executed, issued and delivered pursuant to this Indenture or any Supplemental Indenture.

“Owner” or “Bond Owner”, when used with respect to any Bond, means the person in whose name the ownership of such Bond will be registered on the Bond Register.

7 “Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein, but only to the extent that the same are acquired at Fair Market Value:

(a) Federal Securities;

(b) any of the following direct or indirect obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgage- backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America;

(c) interest-bearing demand or time deposits (including certificates of deposit) or deposit accounts in federal or state-chartered savings and loan associations or in federal or State of California banks (including the Trustee and its affiliates), provided that the unsecured short-term obligations of such commercial bank or savings and loan association will be rated in the highest short-term rating category by any Rating Agency;

(d) commercial paper rated at the time of purchase in the highest short-term rating category by any Rating Agency, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein;

(e) bankers acceptances, consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by any Rating Agency or whose long-term obligations are rated A or better by each such Rating Agency, which mature not more than 270 days following the date of investment therein;

(f) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency or (b) fully secured as to the payment of principal and interest by Federal Securities;

(g) obligations issued by any corporation organized and operating within the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any Rating Agency;

(h) money market funds (including money market funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services) which invest in Federal Securities or which are rated in the highest rating category by any Rating Agency;

(i) any investment agreement, repurchase agreement or other investment instrument which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated at the time

8 of delivery of the investment agreement, repurchase agreement or other investment instrument A or better by any Rating Agency;

(j) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California that invests exclusively in investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended (California Asset Management Program); and

(k) the Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code.

“Prepayment” means moneys received by the Authority from the prepayment of Local Obligations.

“Principal Account” means the account by that name established and held by the Trustee pursuant to Section 4.2(a).

“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Trustee pursuant to Section 4.3, provided that all of the following requirements are met:
(i) the long-term credit rating of such bank or insurance company is rated in at least the “AA” category (without regard to qualifier) by S&P or Moody’s; (ii) such letter of credit or surety bond has a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.3; and (d) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to Section 4.3.

“Rebate Fund” means the fund by that name established pursuant to Section 3.6.

“Record Date” means, with respect to any Interest Payment Date, the 15th calendar day of the month preceding the month in which such Interest Payment Date occurs, whether or not such day is a Business Day.

“Representation Letter” means the representation letter dated as of the Closing Date for the Bonds among the Authority, the Trustee and DTC.

“Request of the Authority” means a written request executed by an Authorized Officer of the Authority.

“Reserve Fund” means the fund by that name established and held by the Trustee pursuant to Section 3.5 and administered pursuant to Section 4.3.

“Reserve Requirement” means initially $____________, and thereafter an amount which is equal to the lesser of (a) Maximum Annual Debt Service on the Bonds, (b) 125% of Average Annual Debt Service for the Bonds, (c) 10% of the original principal amount of the Bonds (or, if the Bonds have more than a de minimis amount of original issue discount or premium, 10% of the issue price of the Bonds); provided, that the Reserve Requirement for the Bonds shall not increase after the date of issuance of the Bonds; in no event shall the City be obligated to deposit

9 an amount in any reserve account in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and the City may meet all or a portion of the Reserve Requirement with respect to any series of Bonds by depositing a Qualified Reserve Fund Credit Instrument.

“Responsible Officer” means any officer of the Trustee assigned to administer the Trustee’s duties under this Indenture.

“Revenue Fund” means the fund by that name established and held by the Trustee pursuant to Section 4.2.

“Revenues” means: (a) all amounts received from the Local Obligations; (b) any proceeds of the Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the Revenue Fund and Reserve Fund established hereunder with respect to the Bonds; and (c) investment income with respect to any moneys held by the Trustee in the Revenue Fund and Reserve Fund established hereunder with respect to the Bonds.

“S&P” means S&P Global Ratings Inc., and its successors.

“Securities Depositories” means DTC, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority designates in a written notice filed with the Trustee.

“Special Tax Administrator” means Goodwin Consulting Group, Inc., Sacramento, California, or any other entity which may at any time be substituted in its place by the City in connection with the Special Taxes.

“Special Tax” means, the “Special Tax” defined in the Fiscal Agent Agreement.

“State” means the State of California.

“Supplemental Indenture” means any indenture, agreement or other instrument hereafter duly executed by the Authority in accordance with the provisions of Article VII.

“Trust Office” means the corporate trust office of the Trustee in Los Angeles, California, or such other office designated by the Trustee from time to time, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term will mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business will be conducted.

“Trustee” means The Bank of New York Mellon Trust Company, N.A., and its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided in Article VII.

Section 1.2. Rules of Construction. All references in this Indenture to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words “herein,” “hereof,” “hereunder,” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision.

10 Section 1.3. Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen and/or be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under the Bond Law and each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the Bonds pursuant to the Bond Law and this Indenture for the purpose of providing funds to acquire the Local Obligations.

Section 1.4. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture will be deemed to be and will constitute a contract between the Authority 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 Authority will 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 other Bonds by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

11 ARTICLE II

ISSUANCE OF BONDS

Section 2.1. Terms of Bonds. The Bonds authorized to be issued by the Authority under and subject to the Bond Law and the terms of this Indenture will be dated the Closing Date and be designated as follows the “City of Pittsburg Public Financing Authority Special Tax Revenue Bonds, Series 2026,” which will be issued in the original aggregate principal amount of $__________; provided, however, that prior to delivery of the Bonds each of the following must be delivered to the Trustee:

(a) A copy of the resolution adopted by the Authority approving this Indenture and the execution and delivery by the Authority of this Indenture, duly certified by an Authorized Officer to have been duly adopted by the Authority and to be in full force and effect on the date of such certification;

(b) A written order containing instructions as to the delivery of the Bonds;

(c) The proceeds of sale of the Bonds;

(d) An original executed counterpart of this Indenture; and

(e) The Local Obligations registered in the name of the Trustee.

The Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond will have more than one maturity date.

The Bonds will mature on September 1 in each of the years and in the amounts, and will bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates, as follows:

Maturity Date
(Sept. 1)
Principal
Amount
Interest
Rate
CUSIP†
(Base: ______)

___________
T – Term Bonds.

Interest on the Bonds will be payable on each Interest Payment Date to the person whose name appears on the Bond Register as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed on such Interest Payment Date by first class mail, postage prepaid, to the Owner at the address of such Owner as it appears on the Bond Register or by wire transfer to an account in the United States of America made on such Interest Payment Date upon instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds of a series provided to the Trustee in writing at least five (5) Business Days before the Record Date for such Interest Payment Date.

Principal of and premium (if any) on any Bond will be paid upon presentation and surrender thereof, at maturity or the prior redemption thereof, at the Trust Office of the Trustee. The principal

12 of and interest and premium (if any) on the Bonds will be payable in lawful money of the United States of America.

Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date; or (b) it is authenticated on or before the first Record Date, in which event it will bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon, or from the Closing Date if no interest has been paid or made available for payment.

Section 2.2. Redemption of Bonds.

(a) Optional Redemption. The Bonds maturing on September 1, ____ are not subject to optional redemption. The Bonds maturing on and after September 1, ____ may be redeemed at the option of the Authority on any date on and after September 1, ____, from any source of available funds, prior to maturity as a in whole or in part, in the amounts and among maturities the Authority shall select as directed to the Trustee in a Certificate of the Authority, at a redemption price equal to the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest thereon to the date of redemption thereof:

Redemption Date Redemption Premium
September 1, _____ through August 31, _____ 3%
September 1, _____ through August 31, _____ 2
September 1, _____ through August 31, _____ 1
September 1, _____ and any date thereafter 0

Prior to such redemption the Authority will deliver to the Trustee a certificate of an Independent Financial Consultant verifying that, following such optional prepayment of the Local Obligations and redemption of the Bonds, the principal and interest generated from the remaining Local Obligations is adequate to make the timely payment of principal and interest due on the Bonds that will remain Outstanding hereunder following such redemption.

(b) Mandatory Special Redemption from Prepayments. The Bonds are subject to mandatory special redemption on any Interest Payment Date from proceeds of early redemption of Local Obligations from Prepayment of Special Taxes, in whole or in part, in the amounts and among maturities the Authority shall select as directed to the Trustee in a Certificate of the Authority, at a redemption price equal to the principal amount thereof, plus a premium expressed below as a percentage of the principal amount so redeemed, plus accrued interest to the date of redemption thereof:

Redemption Date Redemption Premium
Interest Payment Dates through March 1, ______ 3%
September 1, ______ and March 1, ______ 2
September 1, ______ and March 1, ______ 1
September 1, ______ and thereafter 0

Prior to such redemption the Authority will deliver to the Trustee a certificate of an Independent Financial Consultant verifying that, following such early redemption of the Local

13 Obligations and redemption of the Bonds, the principal and interest generated from the remaining Local Obligations is adequate to make the timely payment of principal and interest due on the Bonds that will remain Outstanding hereunder following such redemption.

(c) Mandatory Sinking Fund Redemption. The Bonds maturing on September 1, ______, September 1, ______, and September 1, ______ (collectively, the “Term Bonds”), and are subject to redemption prior to their stated maturity, in part, by lot from amounts deposited into the Principal Account in the following amounts and on the following dates, at the principal amount thereof on the date fixed for redemption, without premium, but which amounts will be proportionately reduced by the principal amount of all Bonds optionally redeemed:

Term Bonds Maturing September 1, _______

Mandatory
Redemption Date
(Sept. 1)

Sinking Fund
Payment

(maturity)

Term Bonds Maturing September 1, _______

Mandatory
Redemption Date
(Sept. 1)

Sinking Fund
Payment

(maturity)

Term Bonds Maturing September 1, _______

Mandatory
Redemption Date
(Sept. 1)

Sinking Fund
Payment

(maturity)

The amounts in the foregoing tables may be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.

(d) Notice of Redemption. The Trustee on behalf, and at the expense, of the Authority will mail (by first class mail, postage prepaid) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Bond Register, and to the Securities Depositories and to the Municipal Securities Rulemaking Board, at least 20 but not more than 60 days prior to the date fixed for redemption. Neither failure to receive any such notice so mailed nor any defect therein will affect the validity of the proceedings

14 for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice will state the date of the notice, the redemption date, the redemption place and the redemption price and will designate the CUSIP numbers, the Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and will require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. Any such notice of optional redemption may specify that redemption on the specified date will be subject to receipt by the Authority of moneys sufficient to cause such redemption (and will specify the proposed source of such moneys), and neither the Authority nor the Trustee will have any liability to the Owners or any other party as a result of its failure to redeem the Bonds as a result of insufficient moneys.

The Authority has the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of optional redemption will be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation will not constitute an Event of Default hereunder. The Trustee will give notice of rescission of redemption in the same manner notice of redemption was originally provided.

In addition to the foregoing notice, further notice will be given by the Trustee in said form by first class mail to any Bondowner whose Bond has been called for redemption but who has failed to submit his Bond for payment by the date which is sixty days after the redemption date, but no defect in said further notice nor any failure to give or receive all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption.

Upon the payment by the Trustee from the applicable account in the Revenue Fund of the redemption price of the Bond being redeemed, each check or other transfer of funds issued for such purpose will, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

(e) Selection of Bonds of a Maturity for Redemption. Unless otherwise provided hereunder, whenever provision is made in this Indenture or in the applicable Supplemental Indenture for the redemption of fewer than all of the Bonds of a series or maturity of the Bonds, the Authority will select the Bonds to be redeemed from all Bonds of such series and maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion will deem appropriate and fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 authorized denominations, and such separate authorized denominations will be treated as separate Bonds that may be separately redeemed.

(f) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed.

(g) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption will have been duly provided, such Bonds so called will cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest will accrue thereon from and after the redemption date specified in such notice.

All Bonds redeemed pursuant to this Section 2.2 will be cancelled and destroyed.

15 Section 2.3. Form of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, will be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

Section 2.4. Execution of Bonds. All the Bonds will, from time to time, be executed on behalf of the Authority by, or bear the manual or facsimile signature of, one of the members of the Board of Directors of the Authority and be attested by the manual or facsimile signature of the Secretary or by any deputy thereof. If any of the directors or officers who will have signed any of the Bonds or whose facsimile signature will be upon the Bonds will cease to be such officer of the Authority before the Bond so signed will have been actually authenticated by the Trustee or delivered, such Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons who signed such Bonds or whose facsimile signature will be upon the Bonds had not ceased to be such officer of the Authority; and any such Bond may be signed on behalf of the Authority by those persons who, at the actual date of the execution of such Bonds, will be the proper officers of the Authority, although at the date of such Bond any such person will not have been such officer of the Authority.

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

Section 2.5. Transfer of Bonds. Subject to Section 2.10, any Bond may in accordance with its terms, be transferred, upon the Bond Register, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond will be surrendered for transfer, the Authority will execute and the Trustee will thereupon authenticate and deliver to the transferee a new Bond or Bonds of like Series, tenor, maturity and aggregate principal amount. No Bonds selected for redemption will be subject to transfer pursuant to this Section nor will any Bond be subject to transfer during the fifteen days prior to the selection of Bonds for redemption.

The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any transfer or exchange will be paid by the Authority. However, the Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange or registration of transfer and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the replacement of any mutilated, lost or stolen Bonds.

Section 2.6. Exchange of Bonds. Subject to Section 2.10, Bonds may be exchanged at the Trust Office of the Trustee for Bonds of the same Series, tenor and maturity and of other authorized denominations. No Bonds selected for redemption will be subject to exchange pursuant to this Section, nor will any Bond be subject to exchange during the fifteen days prior to the selection of Bonds for redemption. The Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the exchange of any Bonds.

16 Section 2.7. Temporary Bonds. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, will be of such denominations as may be determined by the Authority and may contain such reference to any of the provisions of this Indenture as may be appropriate.

Every temporary Bond will be executed by the Authority and be registered and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee will authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds will be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

Section 2.8. Bond Register. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which will be the Bond Register and will at all times during regular business hours be open to inspection by the Authority upon reasonable notice; and, upon presentation for such purpose, the Trustee will, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records, Bonds as hereinbefore provided.

Section 2.9. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond will become mutilated, the Authority, at the expense of the Owner of said Bond, will execute, and the Trustee will thereupon authenticate and deliver, a new Bond of like series, tenor and authorized denomination 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 will be cancelled by it and destroyed in accordance with the retention policy of the Trustee then in effect.

If any Bond issued hereunder will be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it will be given, at the expense of the Bond Owner, the Authority will execute, and the Trustee will thereupon authenticate and deliver, a new Bond of like series and tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond will have matured or will have 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). The Trustee may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen will constitute an original contractual obligation on the part of the Authority whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and will be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

Section 2.10. Book-Entry System.

(a) All Bonds will be initially issued in the form of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, the ownership of each Bond will be registered in the Bond Register in the name of Cede & Co., as nominee of DTC.

Except as provided in Section 2.10(d), all Outstanding Bonds will be registered in the Bond Register in the name of Cede & Co., as nominee of DTC.

(b) With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, the Authority and the Trustee will have no responsibility or obligation with

17 respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Bond Register, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The Authority and the Trustee may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, 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 with respect to such Bond, and for all other purposes whatsoever. The Trustee will pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in the Bond Register, as provided in Section 2.8, or their respective attorneys duly authorized in writing, and all such payments will be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Bond Register, will receive a certificated Bond evidencing the obligation of the Authority to make payments of principal, premium, if any, and interest pursuant to this Indenture. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture will refer to such new nominee of DTC.

(c) The delivery of the Representation Letter and the Trustee will not in any way limit the provisions of Section 2.10(b) or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the Bond Register. The Trustee will take all action necessary for all representations in the Representation Letter with respect to the Trustee to be complied with at all times.

(d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law.

(i) The Authority, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Authority determines that:

(A) DTC is unable to discharge its responsibilities with respect to the Bonds, or

(B) a continuation of the requirement that all Outstanding Bonds be registered in the Bond Register in the name of Cede & Co., or any other nominee of DTC, is not in the best interest of the beneficial owners of such Bonds.

(ii) Upon the termination of the services of DTC with respect to the Bonds pursuant to subsection 2.10(d)(i)(B), or upon the discontinuance or termination of the services of DTC with respect to the Bonds pursuant to subsection 2.10(d)(i)(A) after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the Authority, is willing and able to undertake such functions upon reasonable and customary terms, the Authority is obligated to deliver Bond certificates, as described in this Indenture and the Bonds will no longer be restricted to

18 being registered in the Bond Register in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names DTC will designate to the Trustee in writing, in accordance with the provisions of this Indenture.

(e) Notwithstanding any other provisions of this Indenture to the contrary, as long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal or, premium, if any, and interest on such Bond and all notices with respect to such Bond will be made and given, respectively, in the manner provided in the Representation Letter.

Section 2.11. Validity of Bonds. The validity of the authorization and issuance of the Bonds will not be affected in any way by any proceedings taken by the Authority or the City with respect to the application of the proceeds of the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Bond Law will be conclusive evidence of their validity and of the regularity of their issuance.

19 ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS

Section 3.1. Issuance of Bonds. Upon the execution and delivery of this Indenture and compliance with the requirements set forth in Section 2.1, the Authority will execute and deliver the Bonds in the principal amounts set forth in Section 2.1 to the Trustee for authentication and delivery to the Original Purchaser thereof upon the Request of the Authority.

Section 3.2. Application of Proceeds of Sale of Bonds .

(a) Proceeds of the Bonds. The Trustee shall apply the proceeds of the sale of the Bonds received on the Closing Date, being an amount equal to $__________ (constituting the aggregate principal amount of the Bonds, ($____________.00), plus [net] original issue premium of $__________, less an underwriter’s discount of $__________).

(b) Purchase of the Local Obligations. Each series of Local Obligations shall bear a proportionate share of the benefits and burdens related to the Bonds, including funding of the costs of issuance, capitalized interest and Reserve Requirement. The purchase price of the Local Obligations is calculated as the principal amount of the Local Obligations, less net original issue discount and less the allocable share of Underwriter’s discount, being an aggregate amount of $__________, shall be deemed a purchase fund and shall on the Closing Date be deposited for the benefit of the Local Obligations as provided in Section 3.02(a) of the Fiscal Agent Agreement.

(c) Deposits by the Trustee. On the Closing Date, the Trustee shall apply available proceeds as follows:

(i) Purchase of Local Obligations: The Trustee shall transfer $__________ of the proceeds of the Bonds to the Local Obligations Fiscal Agent, representing the net purchase price of the Local Obligations paid by the Authority.

(ii) Costs of Issuance Fund: Deposit $__________ in the Costs of Issuance Fund to be used in accordance with Section 3.4.

(iii) Reserve Fund: Deposit $__________ in the Reserve Fund to be used in accordance with Section 4.3.

Section 3.3. [Reserved].

Section 3.4. Costs of Issuance Fund. The Trustee will establish and maintain a fund known as the “Costs of Issuance Fund” into which will be deposited the amounts set forth in Section 3.2. The moneys in the Costs of Issuance Fund will be used to pay Costs of Issuance from time to time upon receipt by the Trustee of a Request of the Authority. On the date which is 60 days following the Closing Date, or upon the earlier receipt by the Trustee of a Request of the Authority stating that all Costs of Issuance have been paid, the Trustee will transfer all remaining amounts in the Costs of Issuance Fund to the Revenue Fund, for payment of debt service on the Bonds. Upon such transfer, the Costs of Issuance Fund will be closed and the Trustee will no longer be obligated to make payments for Costs of Issuance. The Authority may at any time file a Request of the Authority requesting that the Trustee retain a specified amount in the Costs of

20 Issuance Fund and transfer to the Revenue Fund all remaining amounts, and upon receipt of such request by the Trustee, the Trustee will comply with such request.

Section 3.5. Reserve Fund. The Trustee shall maintain a separate fund to be known as the “Reserve Fund” which shall be established and administered as provided in Section 4.3.

Section 3.6. Rebate Fund. Upon the initial need arises for a deposit to be made into the Rebate Fund, the Trustee shall establish and maintain a separate fund to be known as the “Rebate Fund” to be administered as described in Section 5.8.

ARTICLE IV

REVENUES; FLOW OF FUNDS

Section 4.1. Pledge of Revenues; Assignment of Rights. Subject to the provisions of Sections 7.3 and 10.3, the Bonds will be secured by a first lien on and pledge (which will be effected in the manner and to the extent hereinafter provided) of all of the Revenues. The Bonds will be equally secured by a pledge, charge and lien upon the Revenues without priority for any Bond over any other Bond; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any Bonds will be and are secured by an exclusive pledge, charge and lien upon the Revenues. So long as any of the Bonds are Outstanding, the Revenues will not be used for any purpose except as is expressly permitted by this Indenture.

The Authority hereby transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds all of the Revenues and all of the right, title and interest of the Authority in the Local Obligations, subject to the terms of this Indenture. The Trustee will be entitled to and will collect and receive all of the Revenues, and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will forthwith be paid by the Authority to the Trustee. Subject to the provisions of Section 9.2, the Trustee also will be entitled to and will take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority with respect to its ownership of the Local Obligations.

Section 4.2. Receipt, Deposit and Application of Revenues; Revenue Fund.

(a) All Revenues shall be promptly deposited by the Trustee upon receipt thereof in the “Revenue Fund,” which shall be established and held by the Trustee in trust for the benefit of the Authority and the Owners of the Bonds.

On or before each Interest Payment Date and date for redemption of the Bonds, the Trustee will transfer from the Revenue Fund, and deposit into the following respective accounts for the Bonds, each of which will be held in trust by the Trustee within the Revenue Fund, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority shall be drawn on before any other amounts:

21 (i) Interest Account. On each Interest Payment Date and redemption date, the Trustee will deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds or to be paid on the Bonds being redeemed on such date. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest becoming due and payable upon all Outstanding Bonds on the next succeeding Interest Payment Date or redemption date, as applicable. All moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it will become due and payable (including accrued interest on any Bonds redeemed prior to maturity). In the event that the amounts on deposit in the Interest Account on any Interest Payment Date or redemption date are insufficient for any reason to pay the aggregate amount of interest then coming due and payable on the Outstanding Bonds, the Trustee will apply such amounts to the payment of interest on each of the Outstanding Bonds on a pro rata basis.

(ii) Principal Account. On each Interest Payment Date and redemption date on which the principal of the Bonds will be payable, the Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of, and premium (if any) on, the Bonds coming due and payable on such Interest Payment Date, or required to be redeemed on such date pursuant to Section 2.2; provided, however, that no amount will be deposited to effect a redemption pursuant to Section 2.2(a) or 2.2(b) unless the Trustee has first received a certificate of an Independent Financial Consultant certifying that such deposit to effect an optional redemption of the Bonds will not impair the ability of the Authority to make timely payment of the principal of and interest on the Bonds, assuming for such purposes that the District continues to make timely payments on the Local Obligations not then in default.

All moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of (i) paying the principal of the Bonds at the maturity thereof or (ii) paying the principal of and premium (if any) on any Bonds upon the redemption thereof pursuant to Section 2.2.

(b) If on the date which is 30 days prior any Interest Payment Date the amount on deposit in the Revenue Fund is inadequate to make the transfers described in subsection (a) above as a result of a payment default on an issue of Local Obligations, the Trustee will within 5 days thereof notify the Finance Director of the City of the amount needed to make the required deposits under subsection (a) above. In the event that amounts in the Revenue Fund are insufficient to pay regularly scheduled payments of principal of and interest on the Bonds, the Trustee shall withdraw from the Reserve Fund to the extent of any funds therein, the amount of such insufficiency, and the fiscal agent for the Local Obligations shall provide written notice to the Authority, the Finance Director of the City and the Special Tax Administrator of the amounts so withdrawn from the Reserve Fund. Amounts so withdrawn from the Reserve Fund shall be deposited in the Revenue Fund.

If, after the foregoing transfer, there are insufficient funds in the Revenue Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Trustee shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments.

Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.

22 (c) On each Interest Payment Date after making the transfers required under subsections (a) and (b) above, upon receipt of a Request of the Authority to do so, the Trustee will transfer from the Revenue Fund to the Rebate Fund for deposit therein the amounts specified in such Request.

(d) On each Interest Payment Date after making the transfers required under subsections (a), (b) and (c) above, upon receipt of a Request of the Authority to do so, the Trustee will transfer from the Revenue Fund to the Authority the amounts specified in such Request for payment of Administrative Expenses.

(e) Unless otherwise directed by the Authority, on each September 2, the Trustee shall transfer any remaining balance from the Revenue Fund to the City to be used for any lawful purpose, whereupon such transferred moneys will no longer be considered Revenues and shall be free of the lien and pledge for payment of the Bonds.

Section 4.3. Reserve Fund.

(a) The Trustee shall establish and maintain a separate fund to be held by the Trustee to be known as the “Reserve Fund,” to the credit of which the Trustee shall deposit, immediately upon receipt, reserve fund proceeds as set forth in Section 3.2(c). Moneys in the Reserve Fund shall be held in trust by the Trustee for the benefit of the Owners of the Bonds and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds.

The Authority has the right at any time to cause the Trustee to release funds from the Reserve Fund, in whole or in part, by tendering to the Trustee: (1) a Qualified Reserve Fund Credit Instrument, and (2) an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, the Trustee will transfer such funds from the Reserve Fund to the Authority.

(b) On the Closing Date, the Authority shall deposit into the Reserve Fund an amount equal to the Reserve Requirement. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Revenue Fund in the event of any deficiency within five days prior to any Interest Payment Date in the Revenue Fund of the amount required for payment of the principal of, and interest on, the Bonds on such Interest Payment Date. Whenever transfer is made from the Reserve Fund to the Revenue Fund due to a deficiency in the Revenue Fund, the Trustee shall provide written notice thereof to the Authority and the Finance Director of the City.

(c) In addition to the uses of the Reserve Fund set forth in subsection (b), upon the occurrence of payment at final maturity or redemption of all or a portion of any series of Local Obligations, the Trustee shall, upon receipt of a Request of the Authority, apply a portion of the amount in the Reserve Fund to such payment or redemption in the amount specified by the Authority, and adjust the balance in the Reserve Fund to the amount of the newly established Reserve Requirement determined by the Authority based on the outstanding Bonds remaining outstanding, and transfer any excess funds as directed in a Certificate of the Authority.

(d) To the extent that the transfer of such moneys from the Reserve Fund results in the amount on deposit in the Reserve Fund to be below the Reserve Requirement, the Authority shall immediately notify the Finance Director of the City and the Special Tax Administrator of the need to increase the applicable Special Tax levy in future year(s). Such notice shall continue

23 annually until the amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement.

(e) To the extent that the transfer of such moneys from the Reserve Fund results in the amount on deposit in the Reserve Fund to be below the Reserve Requirement, the Authority shall notify the City and the Special Tax Administrator to increase the applicable Special Tax levy in future years until the amount on deposit in the Reserve Fund is at least equal to the Reserve Requirement.

(f) Unless otherwise directed in a Certificate of the Authority, on August 1 of each year, any interest earned on the investment of monies on deposit in the Reserve Fund which would cause the amount therein to exceed the Reserve Requirement shall be transferred by the Trustee to the Revenue Fund. Investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund and transferred to the Rebate Fund for purposes of making payment to the federal government to comply with Section 5.7(d).

(g) When amounts in the Reserve Fund are sufficient to repay the remaining principal and interest due on the Local Obligations and, in turn, the Bonds, such amount may be transferred, upon Request of the Authority, to the fiscal agent for the Local Obligations for deposit in the Special Tax Fund of for the District as a credit against the payments due on the Local Obligations and, in turn, on the Bonds.

Section 4.4. Investments. All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture will be invested by the Trustee solely in Permitted Investments, as directed pursuant to the Request of the Authority filed with the Trustee at least two (2) Business Days in advance of the making of such investments. The Trustee will be entitled to conclusively rely on any such Request of the Authority and will be fully protected in relying thereon. In the absence of any such Request of the Authority the Trustee will invest any such moneys in Permitted Investments described in clause (h) of the definition thereof provided, however, that any such investment will be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee will have received a Request of the Authority specifying a specific money market fund and, if no such Request of the Authority is so received, the Trustee will hold such moneys uninvested. The Trustee will be entitled to rely upon any investment directions from the Authority as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State of California and qualify as Permitted Investments. Permitted Investments purchased as an investment of moneys in any fund or account established pursuant to this Indenture will 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 established hereunder will be deposited in the fund or account from which such investment was made.

For purposes of acquiring any investments hereunder, the Trustee may commingle moneys held by it in any of the funds and accounts held by it hereunder. The Trustee and its affiliates may act as advisor, sponsor, principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee and its affiliates may make any and all investments permitted herein through its own investment department. The Trustee will incur no liability for losses arising from any investments made pursuant to this Section

4.4.

24 The Authority acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee hereunder.

Section 4.5. Valuation and Disposition of Investments.

(a) Except as otherwise provided in subsection (b) of this Section, the Authority 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) will be acquired, disposed of, and valued by the Authority (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value.

(b) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code will be valued by the Authority at their present value (within the meaning of section 148 of the Code).

25 ARTICLE V

COVENANTS OF THE AUTHORITY

Section 5.1. Punctual Payment. The Authority will punctually pay or cause to be paid the principal and interest and premium (if any) to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in this Indenture.

Section 5.2. Extension of Payment of Bonds. The Authority will not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest will be extended, such Bonds or claims for interest will not be entitled, in case of any 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 thereon which will have been so extended. Nothing in this Section will be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance will not be deemed to constitute an extension of maturity of the Bonds.

Section 5.3. Against Encumbrances. The Authority will not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture and except as otherwise permitted by Section 5.6 of this Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes.

Section 5.4. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues, ownership rights in the Local Obligations and other assets purported to be pledged and assigned under this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding limited, special obligations of the Authority in accordance with their terms, and the Authority and the Trustee will at all times, to the extent permitted by law, defend, preserve and protect said pledge and assignment of the Revenues, ownership rights in the Local Obligations, and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever.

Section 5.5. Accounting Records and Financial Statements.

Not later than 45 days following each Interest Payment Date, the Trustee will prepare and file with the Authority a report setting forth: (i) amounts withdrawn from and deposited into each fund and account maintained by the Trustee under this Indenture; (ii) the balance on deposit in each fund and account as of the date for which such report is prepared; and (iii) a brief description of all obligations held as investments in each fund and account. Copies of such reports may be mailed to any Owner upon the Owner’s written request to the Trustee at the expense of such Owner at a cost not to exceed the Trustee’s actual costs of duplication and mailing.

26 Section 5.6. No Additional Bonds, Except for Refunding. The Authority may not issue any additional bonds, notes or other obligations payable from the Revenues on a parity with the Bonds (“Additional Bonds”), except that the Authority may issue bonds, notes or other obligations for the purpose of refunding any Outstanding Bonds in whole or in part.

Section 5.7. Tax Covenants.

(a) Private Activity Bond Limitation. The Authority will assure that the proceeds of the Bonds are not used so as to cause the 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.

(b) Federal Guarantee Prohibition. The Authority will not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

(c) No Arbitrage. The Authority will not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.

(d) Rebate of Excess Investment Earnings to United States. The Authority will calculate or cause to be calculated excess investment earnings with respect to the Bonds which are required to be rebated to the United States of America pursuant to Section 148(f) of the Code, and will pay the full amount of such excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required pursuant to the Code.

Such payments will be made by the Authority from any source of legally available funds of the Authority, including amounts deposited into the Rebate Fund, if any. The Authority will keep or cause to be kept, and retain or cause to be retained for a period of six (6) years following the final payment of the Bonds, records of the determinations made pursuant to this subsection (d). In order to provide for the administration of this subsection (d), the Authority may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Authority may deem appropriate.

(e) Maintenance of Tax Exemption. The Authority will take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners thereof 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 Bonds.

(f) Record Retention. The Authority will retain its records of all accounting and monitoring it carries out with respect to the Bonds for at least 3 years after the Bonds mature or are redeemed (whichever is earlier); however, if the Bonds are redeemed and refunded, the Authority will retain its records of accounting and monitoring at least 3 years after the earlier of the maturity or redemption of the obligations that refunded the Bonds.

(g) Compliance with Tax Certificate. The Authority will comply with the provisions of the Tax Certificate and the Use of Proceeds Certificate with respect to the Bonds, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the Bonds.

27 Section 5.8. Rebate Fund.

(a) Establishment. The Trustee will establish a Rebate Fund pursuant to Section 3.6 when deposits are required to be made therein. Absent an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Bonds will not be adversely affected, the Authority will cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section, Section 5.8(d) and the Code. All money at any time deposited in the Rebate Fund will be held by the Trustee in trust for payment to the United States Treasury in accordance with written instructions given by the Authority to the Trustee, upon which the Trustee may conclusively rely.

(b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Bonds and after payment of all the amounts payable to the United States Treasury from the Rebate Fund, including accrued interest and payment of all applicable fees to the Trustee, may be withdrawn by the Trustee and remitted to the Authority and utilized in any manner by the Authority.

Section 5.9. Continuing Disclosure. The Authority 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 Authority to comply with the Continuing Disclosure Certificate will not be considered an Event of Default; however, any Participating Underwriter or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 5.10. Compliance with Reporting Requirements of Bond Law.

(a) The Authority hereby covenants and agrees that it will comply with and carry out all of the reporting requirements of the Bond Law, including, but not limited to, Section 6599.1 thereof.

(b) Not later than January 1 of the year following issuance of the Bonds, and at least once a year thereafter, the Authority shall file a report with the Board in accordance with the requirements of Government Code Section 53411, which report shall contain: (i) the amount of Revenues collected and expended; and (ii) if applicable, the status of the Project financed by the Bonds.

(c) Not later than seven months after the end of the Authority’s fiscal year, the Authority shall prepare and supply to CDIAC the information required by Section 8855(k) of the Government Code. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.

Section 5.11. Further Assurances. The Authority 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 Indenture, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Indenture.

Section 5.12. Ownership of Local Obligations. Subject to the provisions of this Indenture, the Authority and the Trustee will use reasonable efforts to collect all amounts due on the Local Obligations and will enforce, and take all steps, actions and proceedings which the Authority and

28 Trustee determine to be reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the enforcement of all of the obligations and covenants of the Authority. The Trustee will authenticate and hold the Local Obligations registered in the name of the Trustee.

29 ARTICLE VI
[RESERVED]

ARTICLE VII

THE TRUSTEE

SECTION 7.1. The Trustee. Bank of New York Mellon Trust Company, N.A. will serve as the Trustee for the purpose of receiving all money which the Authority is required to deposit with the Trustee hereunder and for the purpose of allocating, applying and using such money as provided herein and for the purpose of paying the interest and principal and redemption premiums, if any, on the Bonds presented for payment and for the purpose of canceling all paid or redeemed Bonds as provided herein. The Authority agrees that it will at all times maintain a Trustee having a corporate trust office in either San Francisco, California, Los Angeles, California.

The Authority may at any time (unless there exists any Event of Default as defined in Section 7.01) remove the Trustee initially appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in writing; provided that any such successor will be a bank, national banking association or trust company doing business and having a principal office in either San Francisco, California or Los Angeles, California, having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000 (including, for such proposal, the combined capital and surplus of any parent holding companies) and subject to supervision or examination by federal or state authority. If such bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this section the combined capital and surplus of such bank, national banking association or trust company will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Trustee may at any time resign by giving written notice of such resignation to the Authority and by mailing to the Owners notice of such resignation. Upon receiving such notice of resignation, the Authority will promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation of a Trustee and appointment of a successor Trustee will become effective only upon the acceptance of appointment by the successor Trustee. If, within 30 days after notice of the removal or resignation of the Trustee no successor Trustee will have been appointed and will have accepted such appointment, the removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required hereby.

The Trustee will, prior to an Event of Default, and after the curing of all Events of Default that may have occurred, perform such duties and only such duties as are specifically set forth in the Trust Agreement and no implied covenants, duties or obligations will be read into this Trust Agreement. The Trustee will, during the existence of any Event of Default (that has not been cured), exercise such of the rights and powers vested in it hereby, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

30 SECTION 7.2. Liability of Trustee.
(a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, 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.

(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 Authority 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 Authority 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 Authority 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.

31 (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 8.02(a), this Section 8.04 and Section 8.05, 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 Authority or the City of the Leased Property. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection 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 7.3. Compensation and Indemnification of Trustee. he Authority 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.

32 The Authority 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 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.

As security for the performance of the obligations of the Authority under this Section 8.07 and the obligation of the Authority to make Additional Rental Payments to the Trustee, the Trustee shall have a lien prior to the lien of the Bonds upon all property and funds held or collected by the Trustee as such. The rights of the Trustee and the obligations of the Authority under this Section

8.07 shall survive the resignation or removal of the Trustee or the discharge of the Bonds and this Indenture and the Lease.

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 7.4. 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 Authority, 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 Authority 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 officers with

33 the authority 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 7.5. 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 Authority, 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.

ARTICLE VIII

MODIFICATION AND AMENDMENT OF THE INDENTURE

Section 8.1. Amendment. This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture which will become binding when the prior written 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 will (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums 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, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without written consent of the Trustee, modify any of the rights or obligations of the Trustee.

This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may also be modified or amended at any time by a Supplemental Indenture which will

34 become binding upon adoption, without consent of any Owners, to the extent permitted by law but only for any one or more of the following purposes

(a) to add to the covenants and agreements of the Authority contained in this Indenture, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority so long as such addition, limitation or surrender of such rights or powers will not materially adversely affect the Owners of the Bonds; 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 Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments will not materially adversely affect the interests of the Owners of the Bonds; or

(c) to amend any provision relating to the Code as may be necessary or appropriate to assure compliance with the Code and the exclusion from gross income of interest on the Bonds; or

(d) to amend any provision to place any Additional Bonds on a parity with the Bonds for all purposes of this Indenture, including, but not limited to, for the purpose of exercising all rights and remedies hereunder; or

(e) to amend the provisions of Section 4.4.

If requested, the Trustee will be furnished with an opinion of Bond Counsel that any such Supplemental Indenture entered into by the Authority and the Trustee complies with the provisions of this Article VIII and the Trustee may conclusively rely upon such opinion and will be fully protected in relying thereon.

Section 8.2. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VIII, this Indenture will 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 of Outstanding Bonds, as the case may be, will thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of this Indenture for any and all purposes.

Section 8.3. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that any affected Bonds will bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of its Bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action will be made on such Bond. If the Authority will so determine, new Bonds so modified as, in the opinion of the Authority, will be necessary to conform to such Bond Owners’ action will be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds will be exchanged at the Trust Office of the Trustee, without cost to each Bond Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds.

35 Section 8.4. Amendment by Mutual Consent. The provisions of this Article VIII will not prevent any Bond Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond.

36 ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

Section 9.1. Events of Default. The following events will be Events of Default hereunder.

(a) Default in the due and punctual payment of the principal of any Bond when and as the same will become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise;

(b) Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment will become due and payable; or

(c) Default by the Authority in the observance of any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such default will have continued for a period of 60 days after written notice thereof, specifying such default and requiring the same to be remedied, will have been given to the Authority by the Trustee, or to the Authority and the Trustee by the Owners of not less than 25% in aggregate principal amount of the Bonds at the time Outstanding; provided that such default (other than a default arising from nonpayment of the Trustee’s fees and expenses, which must be cured within such 60 day period unless waived by the Trustee) will not constitute an Event of Default hereunder if the Authority will commence to cure such default within said 60 day period and thereafter diligently and in good faith will cure such default within a reasonable period of time.

Section 9.2. Remedies; Rights of Bond Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture. In the event of an Event of Default arising out of a nonpayment of Trustee’s fees and expenses, the Trustee may sue the Authority to seek recovery of its fees and expenses; provided, however, that such recovery may be made only from Revenues.

If an Event of Default will have occurred and be continuing and if requested to do so by the Owners of at least 25% in aggregate principal amount of Outstanding Bonds, and, in each case, if indemnified as provided in Section 7.2(l), the Trustee will be obligated to exercise such one or more of the rights and powers conferred by this Article IX and, as applicable, as fiscal agent for the Local Obligations, as the Trustee, being advised by counsel, will deem most expedient in the interests of the Bond Owners.

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy will be cumulative and will be in addition to any other remedy given to the Trustee or to the Bond Owners hereunder or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power accruing upon any Event of Default will impair any such right or power or will be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.