Pleasanton City Council
May 7, 2024

8 (l) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance of the Bonds and delivered to the Underwriter shall be deemed to be a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.

Section 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter that:
(a) The City is a municipal corporation and general law city that is duly organized and existing under and by virtue of the laws of the State.
(b) The City has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the City Documents. (c) By all necessary official action, the City has duly authorized and approved the City Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the City Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the City Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against public agencies in the State. The City has complied, and will at the Closing be in compliance in all material respects, with the terms of the City Documents. (d) To the best of its knowledge, the City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party which breach or default has or may have a materially adverse effect on the ability of the City to perform its obligations under the City Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the City Documents, if applicable, and compliance with the provisions on the City’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents. (e) To the best of its knowledge, all material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the City Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may

9 be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds.
(f) The Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Official Statement do not and up to and including the Closing will not contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.
(g) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (h) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the City having been accomplished, or threatened in writing to the City: (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance of any of the Bonds, or the collection of Gross Revenues of the Water Enterprise under the Installment Sale Agreement or of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the City Documents or the consummation of the transactions contemplated thereby or hereby, contesting the exclusion of the interest on the Bonds from federal taxation or the exclusion of interest on the Bonds from State taxation or contesting the powers of the City or its authority to enter into the City Documents; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the City; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) To the City’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 7(h). (j) Until the date which is twenty-five (25) days after the end of the underwriting period (but not later than 90 days after the Closing Date), if any event shall occur of which the City is aware that would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact that is necessary in order to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading (except that this representation does not include information regarding DTC and its book-entry only system, the Insurer, the Insurance Policy and the Surety, as to which no view is expressed), the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s reasonable opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as: (i) the Authority delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the “end of the underwriting period” shall be deemed to be the Closing Date. Any notice delivered

10 pursuant to the preceding sentence shall be written notice delivered to the City at or prior to the Closing Date of the Bonds and shall specify a date (other than the Closing Date) to be deemed the end of the underwriting period.
(k) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to Rule 15c2-12 to provide annual reports or notices of material events specified in such rule.
(l) The City will refrain from taking any action, or permitting any action to be taken, with regard to which the City may exercise control, that results in the loss of the tax-exempt status of the interest for federal income tax purposes on the Bonds.
(m) The financial statements relating to the receipts, expenditures and cash balances of the City attached as an appendix to the Official Statement fairly represent the receipts, expenditures and cash balances of the City. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the City or in its operations since the end of the fiscal year covered by such financial statements and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(n) The City will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A description of these undertakings is set forth in an appendix to the Preliminary Official Statement and will also be set forth in the Official Statement. (o) The City will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Installment Payments while the Bonds are Outstanding, and the City will pay the Installment Payments in accordance with the Installment Sale Agreement. (p) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the issuance of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter as to the statements made therein but not of the person signing such certificate.

Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has entered into the Purchase Agreement in reliance upon the representations and warranties of the Authority and the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and the City, as well as authorized representatives of Bond Counsel and the Trustee made in any Bonds or other documents furnished pursuant to the provisions hereof; to the performance by the Authority and the City of their respective obligations to be performed hereunder at or prior to the Closing Date; and to the following additional conditions:
(a) The representations, warranties and covenants of the Authority and the City contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date.
(b) At the time of Closing, the City Documents and the Authority Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the City Documents, the Authority Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter.

11 (c) At the time of the Closing, no material default shall have occurred or be existing under the City Documents, the Authority Documents or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered, and the City shall not be in default in the payment of principal or interest on any of its financial obligations, which default would materially adversely impact the ability of the City to pay the Installment Payments. (d) In recognition of the desire of the Authority, the City, and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, the Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the Authority and the City prior to delivery of and payment for the Bonds, if at any time prior to such time, regardless of whether any of the following statements of fact were in existence or known of on the date of the Purchase Agreement:
(i) Legislation shall have been enacted by the United States or the State or shall have been reported out of committee, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or a ruling shall have been made or a regulation, proposed regulation or a temporary regulation shall have been published in the Federal Register or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to federal or State taxation upon revenues or other income or payments of the general character to be derived by the City or upon interest received on obligations of the general character of the Bonds, or on the Bonds, which in the reasonable opinion of the Underwriter materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; (ii) Legislation shall have been enacted or introduced for enactment or introduced, but only if such legislation would have an effective date prior to the Closing Date, or a decision by a court of the United States shall be made, the effect of which is that obligations of the general character of the Bonds, the offering or sale of the Bonds or the performance by the Authority or the City in accordance with their respective Resolution, each as contemplated hereby or by the Preliminary Official Statement and the Official Statement is or would be in violation of the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect (the “Securities Act”), the Securities Exchange Act, or the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”); (iii) A stop order, ruling or regulation by the Securities and Exchange Commission shall be issued or made, but only if such stop order, ruling or regulation would have an effective date prior to the Closing Date and the effect of which is that obligations of the general character of the Bonds, the issuance, offering or sale of the Bonds or the performance by either the Authority or the City in accordance with their respective Resolutions, each as contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would be in violation of any provision of the Securities Act, of the Securities Exchange Act, or of the Trust Indenture Act; (iv) There shall have occurred any outbreak or escalation of hostilities or any national or international calamity or crisis, the effect of which on the financial markets of the United States being such as in the reasonable opinion of the Underwriter materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds;
(v) There shall have occurred a general suspension of trading on the New York Stock Exchange, or a general banking moratorium shall have been declared by federal, California or New York state authorities having jurisdiction and being in force;

12 (vi) Any legislation, ordinance, rule or regulation shall be enacted by any governmental body, board, department or agency of the State or the United States or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered affecting the Authority or the City that has a material adverse effect on the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (vii) Any national securities exchange, the Comptroller of the Currency, or any other governmental authority, shall impose as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwrites;
(viii) Any action concerning the rating of the Bonds shall have been taken by Standard & Poor’s Financial Services LLC (“S&P”) which action, in the reasonable opinion of the Underwriter, materially adversely affects the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; (ix) There shall exist any event which, in the reasonable judgment of the Underwriter or ArentFox Schiff LLP, San Francisco, California, (“Underwriter’s Counsel”), following consultation with the City Attorney, the Finance director of the City, either (A) makes untrue in any material respect any statement or information contained in the Preliminary Official Statement and in the Official Statement, or (B) is not reflected in the Preliminary Official Statement and in the Official Statement but should be reflected therein in order to make the statements and information contained therein, in light of the circumstances under which they were made, not misleading in any material respect, or (C) requires or has required an amendment of or supplement to the Official Statement as of its date; or
(x) There shall have occurred an adverse change in the financial position, results of operations or financial condition of the City which may result in any material adverse change in the business, properties, assets or the financial condition of the City or which may have a material adverse effect on the ability of the City to meet its obligations under the City Resolution; (xi) A material disruption in securities settlement, payment, or clearance services shall have occurred and shall be continuing on the Closing date; (xii) Any state blue sky or securities commission or other governmental agency or body in a state in which ten percent (10%) or more of the Bonds have been sold shall have withheld registration, exemption, or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto, provided that such withholding or stop order is not due to the malfeasance, misfeasance, or nonfeasance of the Underwriters; (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) The executed Authority Resolution relating to the Bonds and authorizing the execution and delivery of the Authority Documents;
(ii) The executed City Resolution relating to the Bonds and authorizing the execution and delivery of the Bonds, the City Documents;

13 (iii) The Preliminary Official Statement, and the Official Statement signed by authorized officials of the Authority and the City;
(iv) The City Documents and the Authority Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter;
(v) A certification of the City that the insurance required to be in effect on the Closing Date under the Installment Sale Agreement is in fact in effect as of such date; (vi) The approving opinion of Bond Counsel dated the Closing Date and addressed to the City, in substantially the forms attached as an appendix to the Official Statement, and reliance letters thereon addressed to the Underwriter and the Trustee; (vii) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, to the effect that:
(A) the statements on the cover of the Official Statement and in the Official Statement under the captions “INTRODUCTION,” “FINANCING PLAN,” “THE 2024 BONDS,” “SECURITY FOR THE 2024 BONDS” and “TAX MATTERS” and in Appendices C and E, excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements expressly summarize provisions of the Bonds, the City Documents, the Authority Documents and Bond Counsel’s final opinion concerning the Bonds or state legal conclusions with respect to the matters covered by such final opinions, present a fair and accurate summary of the provisions thereof, provided that Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the book-entry system in which the Bonds are initially issued;
(B) The City Documents and the Authority Documents have been duly authorized, executed and delivered by the Authority and the City, as applicable, and are the valid, legal and binding agreements of the Authority and the City, as applicable, enforceable in accordance with their respective terms, except that the rights and obligations thereunder are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein; and
(C) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended;
(viii) Evidence that the ratings on the Bonds (both underlying and insured) are as described in the Official Statement;
(ix) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the Authority contained in the Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if

14 made on the Closing Date by the Authority, and the Authority has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the Authority at or prior to the Closing Date; (ii) to the best of such officer’s knowledge, no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the information and statements contained in the Official Statement concerning the Authority did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect;
(x) A certificate, dated the Closing Date, signed by a duly authorized officer of the City satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the City contained in the Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the City, and the City has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the City at or prior to the Closing Date; (ii) to the best of such officer’s knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the information and statements contained in the Official Statement did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect;
(xi) An opinion of counsel to the Authority dated the Closing Date and addressed to the Underwriter and the Trustee to the effect that:
(A) The Authority is a joint exercise of powers authority, duly organized and validly existing under the Constitution and the laws of the State of California; (B) The Authority Resolution approving and authorizing the execution and delivery of the Authority Documents, and approving the Official Statement, was duly adopted at a meeting of the Board of Directors of the Authority that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended, or rescinded
(C) To such counsel’s knowledge, the execution and delivery of the Authority Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with, or constitute on the part of the Authority a breach of or default under, as applicable: (a) any agreement or other instrument to which the Authority is a party or by which it is bound; or (b) any existing law, regulation, court order or consent decree to which the Authority is subject, which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents; and (D) To such counsel’s knowledge, except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit or investigation at law or in equity

15 before or by any court, governmental agency or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin the collection of the Installment Payments under the Installment Sale Agreement or the repayment of the Bonds or in any way contesting the authority of the Authority to enter into or perform its obligations under the Authority Documents;
(xii) An opinion of the City Attorney dated the Closing Date and addressed to the Underwriter and the Trustee to the effect that:
(A) The City is a municipal corporation and general law city, duly organized and validly existing under the laws of the State of California; and (B) The City Resolution approving and authorizing the execution and delivery of the City Documents, and approving the Official Statement, was duly adopted at a meeting of the City Council that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended, or rescinded; (C) To such counsel’s knowledge, the execution and delivery of the City Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with, or constitute on the part of the City a breach of or default under, as applicable: (a) any agreement or other instrument to which the City is a party or by which it is bound; or (b) any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents; and
(D) To such counsel’s knowledge, except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental agency or body, pending, with service of process upon the City having been accomplished, or threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the payment of the Installment Payments or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligations under any of the City Documents;
(xiii) A negative assurance letter of Jones Hall, A Professional Law Corporation, as disclosure counsel (“Disclosure Counsel”), relating to the Preliminary Official Statement and the Official Statement, in form and substance satisfactory to the Underwriter; (xiv) An opinion of Underwriter’s Counsel in form and substance satisfactory to the Underwriter;
(xv) An opinion of counsel to the Trustee, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter and to Bond Counsel;

16 (xvi) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Trustee in form and substance satisfactory to the Underwriter, and an incumbency certificate of the Trustee;
(xvii) Preliminary and final statements of sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code relating to the Bonds and the Installment Sale Agreement;
(xviii) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system; (xix) The tax and nonarbitrage certificate of the Authority and the City relating to the Bonds, and a form 8038-G relating to the Bonds, each in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter;
(xx) A certificate, dated the date of the Preliminary Official Statement, of the Authority and the City, as required under Rule 15c2-12;
(xxi) Certified copies of the JPA Agreement and related certificates issued by the Secretary of State of the State of California;
(xxii) Evidence that a Debt Management Policy which complies with Section 8855 of the Government Code has been adopted by the City and/or the Authority; and (xxiii) Such additional legal opinions, certificates, proceedings, instruments or other documents as Bond Counsel or the Underwriter may reasonably request.

Section 9. Changes in the Official Statement. After the Closing, the Authority and the City will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall reasonably object in writing. Within twenty-five (25) days following the end of the underwriting period, if any event relating to or affecting the Bonds, the Trustee, the City or the Authority shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority and the City will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The Authority and the City shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the end of the underwriting period will be the Closing Date.

Section 10. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (from the proceeds of the Bonds or from any legally available funds) all expenses that are incident to the performance of the City’s and the Authority’s obligations hereunder, including, but not limited to, the cost of printing and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the City Documents, the Authority Documents, the Preliminary Official Statement, the

17 Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter, the fees and disbursements of the Trustee, Bond Counsel, Disclosure Counsel, PFM Financial Advisors LLC as Municipal Advisor, and any accountants, engineers or any other experts or consultants retained by or on behalf of the City in connection with the issuance of the Bonds, and any other expenses that are agreed to by the parties; and (b) The Authority and the City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and the Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state securities laws; and all other expenses that are incurred by the Underwriter in connection with the public offering and distribution of the Bonds (except those which are specifically enumerated in paragraph (a) of this section), including the fees and disbursements of Underwriter’s Counsel, any rating agencies, MSRB fees, and any advertising expenses.

Section 11. Notices. Any notice or other communication to be given to the Underwriter under the Purchase Agreement may be given by delivering the same in writing to Siebert Williams Shank & Co., LLC, 1901 Harrison Street, Suite 1400, Oakland, CA 94612; Attention: Gary Hall, Partner and Head of Investment Banking. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given to the City or the Authority under the Purchase Agreement may be given by delivering the same in writing to the address set forth on the first page of the Purchase Agreement.

Section 12. Parties in Interest. The Purchase Agreement is made solely for the benefit of the Authority, the City, and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Authority and the City in the Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds.

Section 13. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 14.Counterparts. The Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Purchase Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by e-mail with a pdf copy or other replicating image attached, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page.

Section 15. Survival of Representations and Warranties. The representations and warranties of the Authority and the City in or made pursuant to the Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of the Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Authority and the City and regardless of delivery of and payment for the Bonds.

Section 16. Effectiveness. The Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and the City and shall be valid and enforceable as of the time of such acceptance.

18 Section 17. Governing Law. The Purchase Agreement shall be governed by and construed in accordance with the laws of the State.

SIEBERT WILLIAMS SHANK & CO., LLC, as
Underwriter
By:

Title: Authorized Officer
Accepted as of the date first stated above:

PLEASANTON JOINT POWERS FINANCING AUTHORITY
By:

Authorized Officer

CITY OF PLEASANTON
By:

Authorized Officer
Time of Execution: ________ [AM/PM]
[APPROVED AS TO FORM:

Daniel Sodergren
Authority General Counsel and City Attorney]
By:
[Name], [Title]

A-1

EXHIBIT A

MATURITY SCHEDULE
$___,___,000
Pleasanton Joint Powers Financing Authority
2024 Water Revenue Bonds
Maturity Date
(April 1)
Principal
Amount Interest Rate Yield
Initial Offering
Price
10% Test
Used
Hold the
Offering
Price Rule
Used

B-1

EXHIBIT B
$___,___,000
Pleasanton Joint Powers Financing Authority
2024 Water Revenue Bonds

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Siebert Williams Shank & Co., LLC (“Siebert”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).

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

2.[Initial Offering Price of the Hold-the-Offering-Price Maturities.] [(a) Siebert offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated June __, 2024 (the “Sale Date”), among the Authority, the City, and Siebert, Siebert agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. [Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the- Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. / No information has come to the attention of the Siebert that any Underwriter has offered or sold any unsold Bonds of any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.]

3.Defined Terms.
(a)Authority means the Pleasanton Joint Powers Financing Authority. (b)City means the City of Pleasanton.
(c)General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(d)[Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule 1 hereto as the “Hold-the-Offering-Price Maturities.”]

B-2
(e)[Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date May [1], 2024), or (ii) the date on which the Tax Law Underwriter has sold at least 10% of such Hold-the- Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.]
(f)Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as (g)Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter or a related party to the Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(h)Underwriter means: (i) any person that agrees pursuant to a written contract with the Authority and the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the Public).

4.Yield.

Siebert has been asked by the Authority, the City, and Bond Counsel to calculate the arbitrage yield of the Bonds under Section 148 of the Internal Revenue Code of 1986, as amended. Bond Counsel has advised us that the yield on the Bonds is to be computed under the economic accrual method using an assumed 30-day month/360-day year and semiannual compounding. The Authority and the City have advised us that no other transaction (such as a guarantee of the Bonds, an interest rate swap or other hedge) is to be factored into the computation of the yield on the Bonds, that the Bonds are first callable at par at the option of the Authority on April 1, 20__, and that none of the Bonds are subject to optional redemption by Authority within nine years of the date hereof.

Based on the above methodology, we has provided the attached Schedule C to the Authority and the City regarding computing yield on the Bonds.

The undersigned reminds you that we are not accountants or actuaries, nor are we engaged in the practice of law. Accordingly, while we believe the calculations described above to be correct, we do not warrant them to be so, nor do we warrant their validity for purposes of Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended.

B-3
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents our interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by [the Authority and the City] with respect to certain of the representations set forth in the [Tax Certificate] and with respect to compliance with the federal income tax rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice Bond Counsel may give to the [Authority and the City] from time to time relating to the Bonds.

SIEBERT WILLIAMS SHANK & CO., LLC
By:

Name:

Dated: June __, 2024

B-4

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES

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

B-5

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
SHDOCS:220851951.2

Attachment 5
Jones Hall Draft of April 23, 2024
PRELIMINARY OFFICIAL STATEMENT DATED __________, 2024
NEW ISSUE - FULL BOOK-ENTRY S&P RATING: “___”
See “Rating”
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2024 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 2024 Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, interest on the 2024 Bonds is exempt from California personal income taxes. See “TAX MATTERS.”
$_________*

PLEASANTON JOINT POWERS FINANCING AUTHORITY
2024 WATER REVENUE BONDS
Dated: Date of Delivery Due: April 1, as shown on inside cover Authority for Issuance. The bonds captioned above (the “2024 Bonds”) are being issued by the Pleasanton Joint Powers Financing Authority (the “Authority”) under a resolution adopted by the governing body of the Authority, the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Bond Law”), and an Indenture of Trust dated as of June 1, 2024 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee. See “THE 2024 BONDS – Authority for Issuance.” Use of Proceeds. The 2024 Bonds are being issued to provide funds to (i) assist the City of Pleasanton (the “City”) with financing certain improvements to the City’s water system (as further defined herein, the “Water System”), and (ii) pay the costs of issuing the 2024 Bonds. See “FINANCING PLAN.”
Security for the 2024 Bonds. The 2024 Bonds are special obligations of the Authority, payable from the “Revenues” pledged under the Indenture, which consist primarily of installment payments (the “Installment Payments”) payable by the City to the Authority under an Installment Sale Agreement, dated as of June 1, 2024 (the “Installment Sale Agreement”) pursuant to which the City is purchasing the Water System improvements being financed. Repayment of the Installment Payments is secured by a pledge of the “Net Revenues” of the Water System. Neither the Authority nor the City will fund a debt service reserve fund in connection with the 2024 Bonds. See “SECURITY FOR THE 2024 BONDS.” Parity Debt. There are currently outstanding obligations payable from the Net Revenues of the Water System, as described herein. Additional series of bonds or other debt may be issued in the future that are payable from Net Revenues on a parity with the Installment Payments, subject to the conditions contained in the Installment Sale Agreement. See “SECURITY FOR THE 2024 BONDS – Parity Debt.” Bond Terms; Book-Entry Only. The 2024 Bonds will bear interest at the rates shown on the inside cover, payable semiannually on April 1 and October 1 of each year, commencing on October 1, 2024, and will be issued in fully registered form without coupons in the denomination of $5,000 or any integral multiple of $5,000. The 2024 Bonds will be issued in book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Purchasers of the 2024 Bonds will not receive certificates representing their interests in the 2024 Bonds.

Payments of the principal of, premium, if any, and interest on the 2024 Bonds will be made to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2024 Bonds. See “THE 2024 BONDS – General Bond Terms.”
Redemption. The 2024 Bonds are subject to redemption prior to maturity. See “THE 2024 BONDS – Redemption.” THE 2024 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED BY THE REVENUES, WHICH CONSIST PRIMARILY OF THE INSTALLMENT PAYMENTS. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY IS PLEDGED TO THE PAYMENT OF THE INSTALLMENT PAYMENTS. THE 2024 BONDS ARE NOT SECURED BY A LEGAL OR

EQUITABLE PLEDGE OF, OR CHARGE, OR LIEN, OR ENCUMBRANCE UPON, ANY OF THE PROPERTY OF THE AUTHORITY OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AS DESCRIBED HEREIN.

MATURITY SCHEDULE
(see inside cover)
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE OF BONDS. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF THE 2024 BONDS. INVESTMENT IN THE BONDS INVOLVES RISKS THAT MAY NOT BE APPROPRIATE FOR SOME INVESTORS. SEE “BOND OWNERS’ RISKS.” The 2024 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed upon for the City by Jones Hall, A Professional Law Corporation, as Disclosure Counsel, and by the City Attorney. Certain legal matters will be passed upon for the Underwriter by its counsel, ArentFox Schiff LLP. It is anticipated that the 2024 Bonds, in book-entry only form, will be available through the facilities of DTC on or about ________, 2024.

Siebert Williams Shank & Co., LLC
The date of this Official Statement is: __________, 2024. __________________
* Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

MATURITY SCHEDULE
$__________ Serial Bonds
(Base CUSIP†: _________)
Maturity Principal Interest
(April 1) Amount Rate Yield Price CUSIP†
$__________ _____% Term Bond Due April 1, 20___; Yield ____%; Price: ____% CUSIP†: _________
(c) Priced to call at par on ________.
† CUSIP is a Registered Trademark of The American Bankers Association. FactSet Research Systems Inc. operates The CUSIP Service Bureau for the ABA. These data are not intended to create a database and do not serve in any way as a substitute for the CUSIP services. Neither the Authority, the City nor the Underwriter is responsible for the selection or correctness of the CUSIP numbers set forth above.

PLEASANTON JOINT POWERS FINANCING AUTHORITY
(Alameda County, California)

GOVERNING BOARD OF THE AUTHORITY

AND CITY COUNCIL OF THE CITY
Karla Brown, Chair/Mayor
Julie Testa, Vice-Chair/Vice-Mayor
Valerie Arkin, Boardmember/Councilmember
Jack Balch, Boardmember/Councilmember
Jeff Nibert, Boardmember/Councilmember

AUTHORITY/CITY OFFICIALS
Gerry Beaudin, Executive Director/City Manager
Susan Hsieh, Treasurer/Director of Finance
Siew-Chin Yeong, Public Works Director
Daniel Sodergren, Authority General Counsel/City Attorney Jocelyn Kwong, Secretary/City Clerk

SPECIAL SERVICES
Municipal Advisor
PFM Financial Advisors LLC
San Francisco, California
Bond Counsel and Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Trustee
U.S. Bank Trust Company, National Association
San Francisco, California

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the 2024 Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized.

No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the 2024 Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City or the Water System since the date of this Official Statement.

Use of this Official Statement. This Official Statement is submitted in connection with the sale of the 2024 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the 2024 Bonds.

Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness.

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

Document References and Summaries. All references to and summaries of the Indenture or other documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.

Bonds are Exempt from Securities Laws Registration. The issuance and sale of the 2024 Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under Section 3(a)(2) of the Securities Act of 1933 and Section 3(a)(12) of the Securities Exchange Act of 1934.

Estimates and Projections. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget” or other similar words.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-

LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS

WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE

MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY

UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

Internet Site. The City maintains an internet site; however, none of the information contained on that internet site is incorporated by reference in this Official Statement.

[REGIONAL MAP]

i

TABLE OF CONTENTS
Page
INTRODUCTION ...............................................1 FINANCING PLAN.............................................3 The Project.....................................................3 Estimated Sources and Uses of Funds..........3
THE 2024 BONDS .............................................4 Authority for Issuance ....................................4 General Bond Terms......................................4 Redemption* ..................................................5 Registration, Transfer and Exchange ............7
SECURITY FOR THE 2024 BONDS ...............10
General; Limited Obligation .........................10 Installment Payments; Pledge of Net
Revenues.................................................10 Receipt and Use of Gross Revenues under
Installment Sale Agreement.....................11
Receipt and Use of Revenues under
Indenture..................................................12 No Reserve Fund.........................................13 Rate Stabilization Fund................................13 Rate Covenants under Indenture.................14
Parity Debt ...................................................14 No Senior Debt ............................................16 Casualty Insurance and Eminent Domain
Proceeds..................................................16 THE AUTHORITY AND THE CITY ..................17
The Authority................................................17 The City........................................................17 City Pension Plans and OPEB.....................17
THE WATER SYSTEM ....................................23 General ........................................................23 Service Area.................................................23 Physical Assets............................................23 Management ................................................24 Sources of Water Supply .............................26 Regulatory Requirements ............................27
Historical Water Purchases..........................29
Customer Base ............................................29 Water Rates and Revenues.........................30
Billing and Collection....................................34 Capital Improvement Program .....................35
Outstanding Indebtedness ...........................35
Funds and Reserves....................................36 Pro Forma Debt Service Coverage..............37
BOND OWNERS’ RISKS.................................39
Revenues; Rate Covenant...........................39
No Debt Service Reserve Fund ...................39
Maintenance and Operation Costs; Third-
Party Sources of Water Supply................39
Limitations on Remedies Available to Bond
Owners.....................................................40 Seismic and other Natural Disasters; Climate
Change ....................................................40 Loss of Tax-Exemption ................................41 Proposition 218 ............................................41 Environmental Regulation............................42
Cybersecurity ...............................................43 Initiative Measure Relating to Water
Revenues.................................................43 Secondary Market for Bonds .......................44
Future Parity Debt........................................45 TAX MATTERS................................................45 CERTAIN LEGAL MATTERS ..........................46
NO MATERIAL LITIGATION............................47
RATING ...........................................................47 CONTINUING DISCLOSURE..........................47
UNDERWRITING.............................................48 MUNICIPAL ADVISOR ....................................48 EXECUTION ....................................................49 APPENDIX A: SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS APPENDIX B: AUDITED FINANCIAL STATEMENTS OF THE CITY
FOR THE FISCAL YEAR ENDED JUNE 30, 2023
APPENDIX C: FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX D: GENERAL INFORMATION ABOUT THE CITY OF PLEASANTON AND THE COUNTY

OF ALAMEDA
APPENDIX E: FORM OF OPINION OF BOND COUNSEL
APPENDIX F: DTC AND THE BOOK-ENTRY ONLY SYSTEM

1 __________________________________

OFFICIAL STATEMENT
__________________________________

$________*

PLEASANTON JOINT POWERS FINANCING AUTHORITY
2024 WATER REVENUE BONDS

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement.

Capitalized terms used but not defined in this Official Statement have the meanings given in the Indenture (as defined below). See “APPENDIX A – “SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS.”
The Authority and the City. The Pleasanton Joint Powers Financing Authority (the “Authority”) is a joint exercise of powers authority established by the City of Pleasanton (the “City”) and the City of Pleasanton Housing Authority pursuant to a Joint Exercise of Powers Agreement, dated as of June 29, 1993, for the purpose, among others, of having the Authority issue its bonds to finance the acquisition, construction and improvement of certain public capital improvements in the City. The City is a general law city located in the County of Alameda (the “County”) in the San Francisco Bay Area. For background, demographic and economic information regarding the City and the County, see APPENDIX D – “GENERAL INFORMATION ABOUT THE CITY OF PLEASANTON AND THE COUNTY OF ALAMEDA.” Authority for Issuance. The bonds captioned above (the “2024 Bonds”) are being issued by the Authority under a resolution adopted by the governing body of the Authority, the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Bond Law”), and an Indenture of Trust dated as of June 1, 2024 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee. See “THE 2024 BONDS – Authority for Issuance.” Purpose of the 2024 Bonds. The 2024 Bonds are being issued to provide funds to (i) assist the City with financing certain improvements to the City’s water system (as further defined herein, the “Water System”), and (ii) pay the costs of issuing the 2024 Bonds. See “FINANCING PLAN.”
__________________________
* Preliminary, subject to change.

2 Security for the 2024 Bonds. The 2024 Bonds are special obligations of the Authority, payable from the “Revenues” pledged under the Indenture, which consist primarily of installment payments (the “Installment Payments”) payable by the City to the Authority under an Installment Sale Agreement, dated as of June 1, 2024 (the “Installment Sale Agreement”) pursuant to which the City is purchasing the Water System improvements being financed.

Repayment of the Installment Payments is secured by a pledge of the “Net Revenues” of the Water System. “Net Revenues” are generally defined as the “Gross Revenues” received from the Water System, less the amount of “Maintenance and Operation Costs” of the Water System (as those terms are defined in the Indenture). See “SECURITY FOR THE 2024 BONDS.” Parity Debt. The City has an outstanding State Revolving Fund loan from the California State Water Resources Control Board for Water System improvements, with an outstanding principal balance as of June 30, 2023 of $9,238,640, payable from Net Revenues on parity with the Installment Payments. See “THE WATER SYSTEM – Outstanding Indebtedness.” The City’s outstanding Water Revenue Bonds, Series 2017, with an outstanding principal balance as of June 30, 2023 of $1,900,000, were recently paid off with internal funds borrowed from an internal fund. Additional series of bonds or other debt may be issued in the future that are payable from Net Revenues on a parity with the Installment Payments, subject to the conditions contained in the Installment Sale Agreement. See “SECURITY FOR THE 2024 BONDS – Parity Debt.”
Rate Covenants. Under the Installment Sale Agreement, the City is obligated to fix, prescribe, revise, and collect rates and charges for the Water System during each Fiscal Year that are sufficient to yield Net Revenues of at least 120% of Debt Service on the Bonds and Parity Debt (if any) in that Fiscal Year (as such capitalized terms are defined in the Indenture).

Under the Installment Sale Agreement, the City must also fix, prescribe, revise, and collect charges for the Water System during each Fiscal Year to pay all Maintenance and Operation Costs of the Water System estimated by the City to become due and payable in such Fiscal Year, the Debt Service on the Bonds, all other payments required for compliance with the Indenture and the Parity Debt Instruments, and all payments required to meet any other obligations of the City which are charges, liens, encumbrances upon or payable from the Gross Revenues or the Net Revenues of the Water System (as such capitalized terms are defined in the Indenture). Debt Service includes amounts due with respect to the 2024 Bonds, plus any Parity Debt that may be issued or incurred in the future. See APPENDIX A. See “SECURITY FOR THE 2024 BONDS – Rate Covenants.”
No Reserve Fund. Neither the Authority nor the City will fund a debt service reserve fund for the 2024 Bonds.

Risks of Investment. The 2024 Bonds are repayable from the Revenues, which are primarily secured by the Installment Payments payable by the City from the Net Revenues of the Water System. For a discussion of some of the risks associated with the purchase of the 2024 Bonds, see “BOND OWNERS’ RISKS.”
THE 2024 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE

SOLELY FROM AND SECURED BY THE REVENUES, WHICH CONSIST PRIMARILY OF THE INSTALLMENT PAYMENTS. NEITHER THE FULL FAITH AND CREDIT NOR THE

TAXING POWER OF THE CITY IS PLEDGED TO THE PAYMENT OF THE INSTALLMENT PAYMENTS. THE 2024 BONDS ARE NOT SECURED BY A LEGAL OR EQUITABLE

PLEDGE OF, OR CHARGE, OR LIEN, OR ENCUMBRANCE UPON, ANY OF THE

3 PROPERTY OF THE AUTHORITY OR ANY OF ITS INCOME OR RECEIPTS, EXCEPT THE REVENUES AS DESCRIBED HEREIN.

FINANCING PLAN
The 2024 Bonds are being issued to provide funds to (i) assist the City with financing certain improvements to the Water System (as described herein, the “Project”), and (ii) pay the costs of issuing the 2024 Bonds.

The Project
The Project is expected to consist primarily of projects identified in the Water System’s capital improvement program or approved through various Council actions, including but not limited to water main lines, booster stations and related improvements, regional well design work, and pipeline extensions and replacements.

Preliminary design work for each of the components of the Project is either underway or complete. The Project is anticipated to be completed within three years. For additional information, see “THE WATER SYSTEM – Capital Improvement Program.” As provided in the Indenture and the Installment Sale Agreement, amounts not used for the above-described projects may be expended for other improvements to the Water System approved by the City Council.

Estimated Sources and Uses of Funds
The estimated sources and uses of funds relating to the 2024 Bonds are as follows:

Sources:

Principal Amount of 2024 Bonds $
Plus/Less [Net] Original Issue Premium/Discount
Total Sources $
Uses:

Deposit to Project Fund
Costs of Issuance (1)
Total Uses $
(1) Costs of Issuance include legal fees, Municipal Advisor’s fee, Underwriter’s discount, printing costs, rating agency fees, and other expenses related to the issuance of the 2024 Bonds. For details regarding the Underwriter’s discount, see “UNDERWRITING.”

4 THE 2024 BONDS
This section provides summaries of the 2024 Bonds and certain provisions of the Indenture. See APPENDIX A 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 2024 Bonds are being issued by the Authority under a resolution adopted by the governing body of the Authority on ______, 2024, the Bond Law, and the Indenture. The City, pursuant to a resolution adopted by the City Council of the City on _____, 2024, has also approved of the issuance of the Bonds and the distribution of the Official Statement.

General Bond Terms
Bond Terms. The 2024 Bonds will be dated their date of delivery and issued in fully registered form without coupons in denominations of $5,000 or any integral multiple of $5,000, so long as no 2024 Bond has more than one maturity date. The 2024 Bonds will mature in the amounts and on the dates, and bear interest at the rates per annum, set forth on the inside cover page of this Official Statement.

Payments. Interest on the 2024 Bonds will be payable on April 1 and October 1 of each year to maturity (each an “Interest Payment Date”), commencing October 1, 2024.

Interest on the 2024 Bonds will be payable on each Interest Payment Date to the person whose name appears on the Bond Registration Books as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check or draft of the Trustee mailed by first class mail to the Owner or, at the option of any Owner of at least $1,000,000 aggregate principal amount of the 2024 Bonds with respect to which written instructions have been filed with the Trustee prior to the applicable Record Date, by wire transfer, at the address of such Owner as it appears on the Bond Registration Books.

If there exists a default in payment of interest due on such Interest Payment Date, such interest will be payable on a payment date established by the Trustee to the persons in whose names the 2024 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Trustee to the registered Owners of the 2024 Bonds not less than 15 days preceding such special record date.

Principal of and premium (if any) on any 2024 Bond will be paid upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee. Both the principal of and interest and premium (if any) on the 2024 Bonds will be payable in lawful money of the United States of America.

However, as long as Cede & Co. is the registered owner of the 2024 Bonds, as described below, payments of the principal of, premium, if any, and interest on the 2024 Bonds will be made directly to DTC, or its nominee, Cede & Co. See also “APPENDIX F- DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Calculation of Interest. The 2024 Bonds will be dated the Closing Date and bear interest based on a 360-day year comprised of twelve 30-day months from the Interest Payment Date next preceding the date of authentication thereof, unless said date of authentication is an

5 Interest Payment Date, in which event such interest is payable from such date of authentication, and unless said date of authentication is prior to October 1, 2024, in which event such interest is payable from the Closing Date; provided, however, that if, as of the date of authentication of any 2024 Bond, interest thereon is in default, such 2024 Bond will bear interest from the date to which interest has previously been paid or made available for payment thereon in full.

Record Date. The Indenture defines the “Record Date” for the 2024 Bonds as the 15th calendar day of the month preceding an Interest Payment Date.

Book-Entry Only System. The 2024 Bonds will be registered in the name of Cede & Co., as nominee of the Depository Trust Company (“DTC”), New York, New York, as the initial securities depository for the 2024 Bonds. Ownership interests in the 2024 Bonds may be purchased in book-entry form only. Purchasers of the 2024 Bonds will not receive physical bonds representing their ownership interests in the 2024 Bonds purchased.

Principal and interest payments with respect to the 2024 Bonds are payable directly to DTC by the Trustee. Upon receipt of payments of principal and interest, DTC will in turn distribute such payments to the beneficial owners of the 2024 Bonds. See “APPENDIX F – DTC and the Book-Entry Only System.”
So long as the 2024 Bonds are registered in the name of Cede & Co., as nominee of DTC, references in this Official Statement to the “owners” mean Cede & Co., and not the purchasers or Beneficial Owners of the 2024 Bonds. See “APPENDIX F – DTC and the Book- Entry Only System.”
Redemption*
Optional Redemption. The 2024 Bonds maturing on or before April 1, 20__, are not subject to optional redemption prior to their respective stated maturity dates. The 2024 Bonds maturing on or after April 1, 20__, are subject to redemption in whole, or in part at the Written Request of the Authority among maturities on such basis as the Authority may designate and by lot within a maturity, at the option of the Authority, on any date on or after April 1, 20__, from any available source of funds, at a redemption price equal to the principal amount of the 2024 Bonds to be redeemed, plus accrued interest to the date of redemption, without premium Special Mandatory Redemption from Insurance and Sale Proceeds. The 2024 Bonds are subject to mandatory redemption, on any date, in whole, or in part on a pro rata basis among maturities, from the net proceeds of insurance, sale or condemnation credited towards the prepayment of the Installment Payments by the City under the Installment Sale Agreement, at a redemption price equal to the principal amount represented thereby to be prepaid, without premium, together with accrued interest represented thereby to the redemption date.

Mandatory Sinking Fund Redemption. The 2024 Bonds maturing on April 1, 20__ and April 1, 20__ (the “2024 Term Bonds”) are also subject to redemption, by lot, on April 1 in each of the years as set forth in the following tables, from deposits made for such purpose pursuant to the Indenture, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, or in lieu thereof may be purchased, in the aggregate respective principal amounts and on the respective dates as set forth in the following tables; provided, however, that if some but not all of the 2024 * Preliminary; subject to change.

6 Term Bonds have been redeemed pursuant to paragraphs described above, the total amount of all future payments with respect to such 2024 Term Bonds shall be reduced by the aggregate principal amount of such 2024 Term Bonds so redeemed, to be allocated among such payments in integral multiples of $5,000 as determined by the Authority (written notice of which determination shall be given by the Authority to the Trustee). 2024 Term Bonds Maturing April 1, 20__
Sinking Fund
Redemption Date
(April 1)
Principal
Amount To Be
Redeemed
2024 Term Bonds Maturing April 1, 20__
Sinking Fund
Redemption Date
(April 1)
Principal
Amount To Be
Redeemed
In lieu of mandatory sinking fund redemption of the 2024 Term Bonds, amounts on deposit in the Bond Fund (to the extent not required to be deposited by the Trustee in the Interest Account or the Principal Account pursuant to the Indenture during the current Bond Year) may also be used and withdrawn by the Authority, upon the Written Request of the Authority delivered to the Trustee, at any time for the purchase of such 2024 Term Bonds at public or private sale as and when and at such prices (including brokerage and other charges and including accrued interest) as the Authority may in its discretion determine. The par amount of any of such Term Bonds so purchased by the Authority in any twelve-month period ending on April 1 in any year shall be credited towards and shall reduce the par amount of such Term Bonds required to be redeemed pursuant to this provision on the next succeeding April 1.

Notice of Redemption. The Trustee shall mail notice of redemption of the 2024 Bonds by first class mail, postage prepaid, not less than 20 nor more than 60 days before any redemption date, to the respective Owners of any 2024 Bonds designated for redemption at their addresses appearing on the Bond Registration Books and to one or more Securities Depositories and to the Information Services. Each notice of redemption shall state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the 2024 Bonds (or all 2024 Bonds of a single maturity) are to be redeemed, the CUSIP numbers and (in the event that not all 2024 Bonds within a maturity are called for redemption) 2024 Bond numbers of the 2024 Bonds to be redeemed and the maturity or maturities of the 2024 Bonds to be redeemed, and in the case of 2024 Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on the redemption date there will become due and payable on each of said 2024 Bonds the

7 redemption price thereof, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered.

Each notice relating to a redemption pursuant to the optional redemption or special mandatory redemption provisions described above shall further state that such redemption may be rescinded by the Authority on or prior to the date set for redemption. Neither the failure to receive any notice nor any defect therein shall affect the sufficiency of the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of 2024 Bonds shall be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority.

Notwithstanding the foregoing, while the 2024 Bonds are subject to DTC’s book-entry system, the Trustee will be required to give notice of redemption only to DTC as provided in the letter of representations executed by the Authority and received and accepted by DTC. DTC and the Participants will have sole responsibility for providing any such notice of redemption to the beneficial owners of the 2024 Bonds to be redeemed. Any failure of DTC to notify any Participant, or any failure of Participants to notify the Beneficial Owner of any 2024 Bonds to be redeemed, of a notice of redemption or its content or effect will not affect the validity of the notice of redemption, or alter the effect of redemption set forth in the Indenture.

Rescission of Redemption and Cancellation of Redemption Notice. The Authority shall have the right to rescind any redemption pursuant to the optional redemption or special mandatory redemption provisions described above by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall 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 2024 Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Indenture. The Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided.

Selection of 2024 Bonds for Redemption. With respect to the 2024 Bonds, whenever less than all of the 2024 Bonds of a maturity are to be selected for redemption, the Trustee shall determine, by lot, the numbers of the 2024 Bonds of such maturity to be redeemed, and shall notify the City thereof.

Partial Redemption of 2024 Bonds. Whenever provision is made in the Indenture for the redemption of less than all of the 2024 Bonds of a single maturity of the same issue, the Trustee shall select the 2024 Bonds of that maturity to be redeemed by lot in any manner which the Trustee in its sole discretion deems appropriate. For purposes of such selection, the Trustee shall treat each 2024 Bond as consisting of separate $5,000 portions and each such portion shall be subject to redemption as if such portion were a separate 2024 Bond.

Registration, Transfer and Exchange
Bond Registration Books. The Trustee will keep or cause to be kept at its trust office sufficient Bond Registration Books for the registration and transfer of the Bonds, which will at all times during regular business hours, and upon reasonable notice, be open to inspection by the Authority; 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 books, Bonds as provided in the Indenture.

8 Transfer. Any 2024 Bond may, in accordance with its terms, be transferred, upon the Bond Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such 2024 Bond to the Trustee at its Principal Corporate Trust Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The Trustee shall collect any tax or other governmental charge on the transfer of any 2024 Bonds under the Indenture. Whenever any 2024 Bond or 2024 Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and deliver to the transferee a new 2024 Bond or 2024 Bonds of like series, interest rate, maturity and aggregate principal amount.

The Authority shall pay the cost of printing 2024 Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer of 2024 Bonds.

Exchange. The 2024 Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee for a like aggregate principal amount of 2024 Bonds of other authorized denominations and of the same series, interest rate and maturity. The Trustee shall collect any tax or other governmental charge on the exchange of any 2024 Bonds. The Authority shall pay the cost of printing 2024 Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange of 2024 Bonds.

Limitations. The Trustee may refuse to transfer or exchange, under the provisions of the Indenture, any 2024 Bonds selected by the Trustee for redemption under the Indenture, or any 2024 Bonds during the period established by the Trustee for the selection of 2024 Bonds for redemption.

9 DEBT SERVICE SCHEDULE
Annual debt service on the 2024 Bonds is presented below.

Period Ending
April 1 Principal Interest
Annual
Debt Service
2025
2026
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
Totals:

10 SECURITY FOR THE 2024 BONDS
This section provides summaries of the security for the 2024 Bonds, and certain provisions of the Indenture and the Installment Sale Agreement. Unless the context otherwise requires, “Bonds” refers to the 2024 Bonds and any future Parity Debt outstanding under the Indenture. See APPENDIX A for a more complete summary of the Indenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

General; Limited Obligation
The 2024 Bonds are special limited obligations of the Authority and will be payable from and secured by a charge and lien on the Revenues, consisting primarily of the Installment Payments to be made by the City under the Installment Sale Agreement, and all amounts held in any fund or account established and held by the Trustee under the Indenture (other than the Project Fund and the Cost of Issuance Fund). Neither the faith and credit nor the taxing power of the Authority, the City, the State of California or any political subdivision thereof is pledged to the payment of the Installment Payments or the principal or redemption price of or interest on the 2024 Bonds. The Authority has no taxing power. Neither the payment of the principal of or interest on the 2024 Bonds nor the obligation of the City to make Installment Payments under the Installment Sale Agreement constitutes a debt of the City, the Authority, the State of California or any political subdivision thereof in contravention of the Constitution or the laws of the State of California.

Installment Payments; Pledge of Net Revenues
All of the Net Revenues are irrevocably pledged, charged and assigned to the punctual payment of the Installment Payments. Such pledge, charge and assignment constitutes a lien on the Net Revenues and such other moneys for the payment of the Installment Payments in accordance with the terms of the Installment Sale Agreement, which lien is on a parity with the pledge and lien which secures any future Parity Debt. For a description of existing and potential future Parity Debt see “– Parity Debt” below. As used in the Installment Sale Agreement and in the Indenture, the following terms have the following respective meanings:

Net Revenues. The Indenture defines “Net Revenues” as any Fiscal Year or other period of computation, Gross Revenues for such period, less the Operations and Maintenance Costs attributable to such period.

Gross Revenues. The Indenture defines “Gross Revenues” as, for each Fiscal Year, all gross income and revenue received or receivable by the City from the ownership or operation of the Water System, determined in accordance with generally accepted accounting principles, including all rates, fees, and charges (including City connection fees and charges) as received by the City for the services of the Water System, and all other income and revenue howsoever derived by the City from the ownership or operation of the Water System or arising from the Water System, including all income from the deposit or investment of any money in the Water Fund or any rate stabilization fund of the City or held on the City’s behalf, and any refundable deposits made to establish credit, and advances or contributions in aid of construction.

Operation and Maintenance Costs. The Indenture defines “Operation and Maintenance Costs” as the reasonable and necessary costs paid or incurred by the City for maintaining and operating the Water System, determined in accordance with generally accepted accounting principles, including all reasonable expenses of management and repair and all

11 other expenses necessary to maintain and preserve the Water System in good repair and working order, and including all reasonable and necessary administrative costs of the City that are charged directly or apportioned to the operation of the Water System, such as salaries and wages of employees, overhead, taxes (if any), the cost of permits, licenses, and charges to operate the Water System and insurance premiums; but excluding, in all cases depreciation, replacement, and obsolescence charges or reserves therefor, amortization of intangibles and other non-cash charges (for example, OPEB and pension accruals).

Water System. The Indenture defines “Water System” as the entire system of the City for the treatment, production, storage and distribution of water within the service area of the City, including but not limited to all facilities, properties, lands, rights, entitlements and other property useful in connection therewith, together with all extensions thereof and improvements thereto at any time acquired, constructed or installed by the City.

Receipt and Use of Gross Revenues under Installment Sale Agreement Flow of Funds. The City has previously established the Water Fund, which the City will continue to hold and maintain for the purposes and uses set forth in the Installment Sale Agreement. The City shall deposit all of the Gross Revenues in the Water Fund immediately upon receipt. The City shall apply amounts in the Water Fund as set forth in the Installment Sale Agreement and any resolution, trust indenture or installment sale agreement adopted, entered into or executed and delivered by the City under which Parity Debt may be issued (collectively, “Parity Debt Instruments”). Amounts on deposit in the Water Fund shall be applied by the City to pay when due the following amounts in the following order of priority:
(i) all Maintenance and Operation Costs (including amounts reasonably required to be set aside in contingency reserves for Maintenance and Operation Costs) as such Maintenance and Operation Costs become due and payable; (ii) to the Trustee (or other recipient set forth in a Parity Debt Instrument) the amount needed to pay the Installment Payments and principal of, and interest on, any Parity Debt;
(iii) to the Trustee (or other recipient set forth in a Parity Debt Instrument) the amount of any deficiency in any reserve fund established for any Bonds or Parity Debt, the notice of which deficiency has been given to the City in accordance with the Indenture and the related Parity Debt Instruments, on a pro rata basis; and (iv) as long as all of the foregoing payments, allocations and transfers are made at the times and in the manner set forth above, any moneys remaining in the Water Fund may at any time be treated as surplus and applied for any lawful purpose.

No Preference or Priority. Payment of the Installment Payments and the principal of and interest on any Parity Debt shall be made without preference or priority among the Installment Payments and such Parity Debt. If the amount of Net Revenues on deposit in the Water Fund is at any time insufficient to enable the City to pay when due the Installment Payments and the principal of and interest on any Parity Debt, such payments shall be made on a pro rata basis and the deficiency shall constitute an Event of Default under the Installment Sale Agreement.

12 Receipt and Use of Revenues under Indenture
Assignment to Trustee. Under the Indenture, the Authority irrevocably transfers, assigns and sets over to the Trustee, without recourse to the Authority, all of its rights in the Installment Sale Agreement (excepting only the Authority’s rights relating to indemnification and related matters), including but not limited to all of the Authority’s rights to receive and collect all of the Installment Payments. The Trustee is entitled to collect and receive all of the Installment Payments, and any Installment Payments collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. The Trustee is also entitled to and shall, subject to the provisions of the Indenture, take all steps, actions and proceedings which the Trustee determines to be 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 Installment Sale Agreement.

Deposit and Use of Revenues in Bond Fund. All Revenues (consisting, primarily, of the Installment Payments) shall be promptly deposited by the Trustee upon receipt in a special fund designated as the “Bond Fund” which the Trustee shall establish, maintain and hold in trust; except that all moneys received by the Trustee and required under the Indenture or under the Installment Sale Agreement to be deposited in the Redemption Fund shall be promptly deposited in such fund. All Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in the Indenture. Any surplus remaining in the Bond Fund, after payment in full of (i) the principal of and interest on the Bonds or provision therefore under the Indenture, and (ii) any applicable fees and expenses of the Trustee, shall be withdrawn by the Trustee and remitted to the City.

On or before each Interest Payment Date, the Trustee shall transfer from the Bond Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Bond Fund), the following amounts in the following order of priority:

Interest Account. The Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such Interest Payment Date on all Bonds then Outstanding. All amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it comes due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity).

Principal Account. The Trustee shall 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 the Bonds coming due and payable on each April 1, including the aggregate principal amount of the Term Bonds (if any) which are subject to mandatory sinking fund redemption on such April 1 pursuant to the Indenture. All amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the principal amount of the Bonds on their respective maturity dates, including the aggregate principal amount of the Term Bonds (if any) which are subject to mandatory sinking fund redemption on such April 1 pursuant to the Indenture.

Deposit and Use of Revenues in Redemption Fund. The Trustee shall establish and maintain the Redemption Fund, into which the Trustee shall deposit a portion of the Revenues received representing optional prepayments of the Installment Payments, in accordance with a

13 Written Request of the Authority. Amounts on deposit in the Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the principal and premium (if any) of the Bonds to be redeemed under the optional redemption or mandatory sinking fund redemption provisions of the Indenture; provided, however, that at any time prior to the selection of Bonds for redemption, the Trustee may apply such amounts to the purchase of Bonds at public or private sale, when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as shall be directed under a Written Request of the Authority, except that the purchase price (exclusive of accrued interest) may not exceed the redemption price then applicable to the Bonds.

No Reserve Fund
Neither the Authority nor the City will fund a debt service reserve fund for the 2024 Bonds.

Rate Stabilization Fund
Under the Installment Sale Agreement, the City has the right at any time to establish a rate stabilization fund (the “Rate Stabilization Fund”) to be held by it and administered in accordance with the Installment Sale Agreement, for the purpose of stabilizing the rates and charges imposed by the City with respect to the Water System. From time to time the City may deposit amounts in the Rate Stabilization Fund, from any source of legally available funds, including but not limited to Net Revenues that are released from the pledge and lien, which secures the Installment Payments and any Parity Debt, as the City may determine.

The City may, but is not required to, withdraw from any amounts on deposit in a Rate Stabilization Fund and deposit such amounts in the Water Fund in any Fiscal Year for the purpose of paying Debt Service coming due and payable in such Fiscal Year. Amounts so transferred from a Rate Stabilization Fund to the Water Fund will constitute Gross Revenues for such Fiscal Year (except to the extent of amounts transferred into the Rate Stabilization Fund from Gross Revenues received by the City in such Fiscal Year), and will be applied for the purposes of the Water Fund. Amounts on deposit in a Rate Stabilization Fund will not be pledged to or otherwise secure the Installment Payments or any Parity Debt. All interest or other earnings on deposits in a Rate Stabilization Fund will be withdrawn therefrom at least annually and accounted for as Gross Revenues in the Water Fund. The City has the right at any time to withdraw any or all amounts on deposit in a Rate Stabilization Fund and apply such amounts for any lawful purposes of the City.

The City does not currently have any amounts set aside in a Rate Stabilization Fund, but does maintain other reserves related to the Water System. See “THE WATER SYSTEM – Funds and Reserves.”

14 Rate Covenants under Indenture
Sum Sufficient. Under the Installment Sale Agreement, the City will fix, prescribe, revise and collect rates and charges for the Water System during each Fiscal Year that are at least sufficient, after making allowances for contingencies and error in the estimates, to produce Gross Revenues which will be sufficient to pay the following amounts:
(a) all Maintenance and Operation Costs of the Water System estimated by the City to become due and payable in such Fiscal Year; (b) the Installment Payments and Debt Service on any Parity Debt; (c) all other payments required for compliance with the Installment Sale Agreement, the Indenture and the Parity Debt Instruments; and (d) all payments required to meet any other obligations of the City that are charges, liens, encumbrances upon or payable from the Gross Revenues of the Water System or the Net Revenues of the Water System.

Debt Service Coverage. In addition, under the Installment Sale Agreement, the City will fix, prescribe, revise and collect rates and charges for the Water System during each Fiscal Year which are sufficient to yield Net Revenues at least equal to 120% of the Installment Payments and Debt Service on Parity Debt in such Fiscal Year. For purposes of this paragraph, the amount of Net Revenues for a Fiscal Year will be computed on the basis that any transfers into the Water Fund in such Fiscal Year from the Rate Stabilization Fund are included in the calculation of Net Revenues (except to the extent of amounts transferred into the Rate Stabilization Fund from Gross Revenues received by the City in such Fiscal Year).

Parity Debt
The City has one existing outstanding long-term debt related to its Water System: a State Revolving Fund loan from the California State Water Resources Control Board for Water System improvements, originally in the amount of $19,875,720, with an outstanding principal balance as of June 30, 2023 of $9,238,640. See “THE WATER SYSTEM – Outstanding Indebtedness.” Water Revenue Bonds issued in 2017 in the original principal amount of $7,100,000, with an outstanding principal balance as of June 30, 2023 of $1,900,000, were recently paid off with an internal fund borrowing.

In addition to the Installment Payments, the City may, by a Parity Debt Instrument, issue or incur other loans, advances or indebtedness payable from Net Revenues to be derived from the Water System, to provide financing for the Water System, in such principal amount as may be determined by the City. The City may issue or incur any such Parity Debt subject to the following specific conditions that are made conditions precedent to the issuance and delivery of such Parity Debt:
(a) The City will be in compliance with all covenants set forth in the Installment Sale Agreement and in the Indenture.
(b) The Net Revenues of the Water System, calculated on generally accepted accounting principles, as shown by the books of the City for the latest Fiscal Year or any more recent 12-month period selected by the City ending not more than 60

15 days prior to the adoption of the Parity Debt Instrument pursuant to which such Parity Debt is issued, as shown by the books of the City, plus, at the option of the City, any or all of the items hereinafter in this paragraph designated (i) and (ii), must at least equal 120% of Maximum Annual Debt Service, with Maximum Annual Debt Service calculated on all bonds and other obligations to be outstanding immediately subsequent to the issuance of such Parity Debt which have a lien on Net Revenues of the Water System.

The items any or all of which may be added to such Net Revenues for the purpose of issuing or incurring Parity Debt under the Indenture are the following:
(i) An allowance for Net Revenues from any additions to or improvements or extensions of the Water System to be made with the proceeds of such Parity Debt, and also for Net Revenues from any such additions, improvements or extensions which have been made from moneys from any source but in any case which, during all or any part of such Fiscal Year or such 12-month period, were not in service, all in an amount equal to 90% of the estimated additional average annual Net Revenues to be derived from such additions, improvements and extensions for the first 36-month period in which each addition, improvement or extension is respectively to be in operation, all as shown in the written report of an Independent Consultant engaged by the City; and
(ii) An allowance for revenues projected to arise from any increase in the Charges which has been approved by the City Council prior to the incurring of such additional indebtedness but which, during all or any part of such Fiscal Year or such 12-month period, was not in effect, in an amount equal to the amount by which the Net Revenues would have been increased if such increase in Charges had been in effect during the whole of such Fiscal Year or such 12- month period, all as shown in the written report of an Independent Consultant engaged by the City. For the avoidance of doubt, a Charge shall be considered to have been approved by the City Council and may be considered in the calculation of the allowance described in the previous sentence if the Charge is part of a rate increase that has been approved by the City Council, even if the specific Charge will not take effect until a subsequent Fiscal Year. (c) The Parity Debt Instrument providing for the issuance of such Parity Debt under the Installment Sale Agreement shall:
(i) Provide that the proceeds of such Parity Debt will be applied to the acquisition, construction, improvement, financing or refinancing of additional facilities, improvements or extensions of existing facilities within the Water System, or otherwise for facilities, improvements or property which the City determines are of benefit to the Water System, or for the purpose of refunding any Parity Debt in whole or in part, including all costs (including costs of issuing such Parity Debt and including capitalized interest on such Parity Debt during any period which the City deems necessary or advisable) relating thereto; (ii) Specify the date on which interest on such Parity Debt will be payable; and
(iii) Specify the date on which principal on such Parity Debt will be payable.

16 (d) Notwithstanding the foregoing, Parity Debt proposed to be issued for the purpose of refunding any Parity Debt may be issued without compliance with subsection (b) and (c)(i), so long as such refunding results in the same or lower Debt Service in each Fiscal Year after such refunding.

As used above, “Maximum Annual Debt Service” means, as of the date of calculation, the maximum amount of Debt Service for the current or any future Fiscal Year. The calculation of “Debt Service” is set forth in APPENDIX A.

No Senior Debt
The City covenants in the Installment Sale Agreement to not issue or incur any additional bonds or other obligations during the term thereof having any priority in payment of principal or interest out of the Net Revenues over the Installment Payments. However, this covenant does not limit or affect the ability of the City to issue, enter into or incur additional Parity Debt as described above, or obligations which are either unsecured or which are secured on a basis which is junior and subordinate to the pledge of and lien upon the Net Revenues established under the Installment Sale Agreement.

Casualty Insurance and Eminent Domain Proceeds
Covenant to Maintain Insurance. The City covenants that it will at all times maintain such insurance (which may be in the form of self-insurance pooling) on the Water System as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to such works or properties.

Insurance Proceeds. All amounts collected from insurance against accident to or destruction of any portion of the Water System shall be used to repair or rebuild such damaged or destroyed portion of the Water System, and to the extent not so applied, shall be applied to redeem Bonds or any Parity Debt in accordance with the Indenture and applicable Parity Debt Instruments.

Eminent Domain Proceeds. If all or any part of the Water System is taken by eminent domain proceedings, the Net Proceeds realized by the City therefrom will be deposited by the City in a special fund in trust and applied by the City to the cost of acquiring or constructing or financing improvements to the Water System, or to redeem Bonds or any Parity Debt in accordance with the Indenture and applicable Parity Debt Instruments.

17 THE AUTHORITY AND THE CITY
The Authority
The Authority was created as of June 29, 1993, by the City and the City of Pleasanton Housing Authority of the City of Pleasanton under a Joint Exercise of Powers Agreement, for the purpose, among others, of having the Authority issue its bonds to finance the acquisition, construction and improvement of certain public capital improvements in the City. The members of the City Council serve as the governing board of the Authority, and certain City staff serve as the officers of the Authority. The Joint Exercise of Powers Agreement was entered into under Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California. The Authority is a separate entity constituting a public instrumentality of the State of California.

The City
Pleasanton’s inception can be traced back to the 1850’s as a stagecoach stop along the main route to the gold fields. The City was incorporated in 1894, and in the twentieth century it grew into a thriving agricultural center with the production of grain, hay, and hops. The City is approximately 24 square miles and is located in southeastern Alameda County at the junction of Interstate 580 and Interstate 680.

The City is a general law city located in the County of Alameda (the “County”). For background, demographic and economic information regarding the City and the County, see APPENDIX D.

City Pension Plans and OPEB
This section contains certain information relating to California Public Employees’ Retirement System (“CalPERS”). The information is primarily derived from information produced by CalPERS, its independent accountants and actuaries. The City has not independently verified the information provided by CalPERS and makes no representations and expresses no opinion as to the accuracy of the information provided by CalPERS.

The comprehensive annual financial reports of CalPERS are available on its Internet website at www.calpers.ca.gov. The CalPERS website also contains CalPERS’ most recent actuarial valuation reports and other information concerning benefits and other matters. Such information is not incorporated by reference in this Official Statement. None of the Authority, City or Underwriter can guarantee the accuracy of such information. Actuarial assessments are “forward-looking” statements that reflect the judgment of the fiduciaries of the pension plans, and are based upon a variety of assumptions, one or more of which may not materialize or may be changed in the future. Actuarial assessments will change with the future experience of the pension plans.

Plan Descriptions. All qualified permanent employees are eligible to participate in the City’s separate Safety (Police) (“Safety Police”) cost-sharing plan, Safety (Fire) (“Safety Fire”) agent multiple-employer defined benefit pension plan, and Miscellaneous (all other) (“Miscellaneous”) agent multiple-employer defined benefit pension plan that are administered by CalPERS.

18 The City is a member of a Joint Powers Agreement (JPA), along with the City of Livermore, of the Livermore-Pleasanton Fire Department (LPFD). The employees of the LPFD are the City of Pleasanton’s employees, however, as agreed to in the JPA, the City shares the Safety Fire Plan affiliated with the LPFD with the City of Livermore with a share of 50 percent.

Based on this arrangement with the City of Livermore, the City of Pleasanton only records its 50 percent share of the collective net pension liability and related deferred inflows/outflows.

The Miscellaneous and Safety Fire Plans are agent multiple-employer defined benefit pension plans which act as a common investment and administrative agent for its participating member employers. Benefit provisions under the plans are established by State statute and City resolution. CalPERS issues publicly available reports that include a full description of the pension plans regarding benefit provisions, assumptions, and membership information that can be found on the CalPERS website.

The City’s Safety Police Plan is a cost-sharing multiple-employer defined benefit pension plan administered by CalPERS since the plan has less than 100 active members, commonly referred to as risk pool. The City has two retirement benefit tiers in the Safety Police Plan and a PEPRA classification. Tier 1 is for employees hired prior to January 1, 2013. Tier 2 is for employees hired on or after July 7, 2012. PEPRA is for employees new to CalPERS hired on or after January 1, 2013.

Funding Policy. In March 2018, the City established a Section 115 pension Trust Fund with public agency retirement services (“PARS”). PARS, the trust administrator, partners with U.S. Bank and PFM Asset Management to provide trustee and investment advisory services, respectively. This trust was established to set aside moneys to meet the City’s future pension contributions or unfunded liabilities. The fair value on the account at June 30, 2023, was $46.3 million. Financial statements of PARS may be obtained from PARS, 4350 Von Karman Avenue, Suite 100, Newport Beach, California 92660.

Miscellaneous Plans Benefits Provided. CalPERS provides retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees, and their beneficiaries. Benefits are based on years of credited service, equal to one year of full time employment, age and the average of the final one year of compensation for Tier 1 members and the average of the final three years of compensation for PEPRA members. Members with at least five years of total service are eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non-duty disability benefits after 10 years of service. The death benefit is one of the following: the Basic Death Benefit, the 1959 Survivor Benefit, or the Optional Settlement 2W Death Benefit.

Safety Police Plan Benefits Provided. CalPERS provides retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees, and their beneficiaries. Benefits are based on years of credited service, equal to one year of full time employment, age and the average of the final one year of compensation for Tier 1 members and the average of the final three years of compensation for Tier 2 and PEPRA members. Members with five years of total service are eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non-duty disability benefits after ten years of service. The death benefit is one of the following: the Basic Death Benefit, the 1959 Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public Employees’ Retirement Law.

19 LPFD Safety Fire Plan Benefits Provided. CalPERS provides retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees, and their beneficiaries. Benefits are based on years of credited service, equal to one year of full time employment, age and the average of the final one year of compensation for Tier 1 members and the average of the final three years of compensation for Tier 2 and PEPRA members. Members with five years of total service are eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non-duty disability benefits after ten years of service. The death benefit is one of the following: the Basic Death Benefit, the 1959 Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public Employees’ retirement Law.

The Miscellaneous Plan provisions and benefits in effect at June 30, 2023, are summarized as follows:

Miscellaneous
Tier I PEPRA
Benefit Formula 2.7% @ 55 2.0% @ 62
Benefit Vesting Schedule 5 years service 5 years service Benefit Payments Monthly for life Monthly for life
Retirement Age 50 - 55 52 - 67
Monthly Benefits, As a % of Eligible Comp. 2.0% - 2.7% 1.0% - 2.5% Required Employee Contribution Rates 7.70% 7.00%
Required Employer Contributions Rates 12.22% 12.22%
Source: Pleasanton Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2023.

Safety Police Plan The plan’s provisions and benefits in effect at June 30, 2023, are summarized as follows:

Safety Police Plan
Tier I Tier 2 PEPRA
Benefit Formula 3.0% @ 50 3.0% @ 55 2.7% @ 57
Benefit Vesting Schedule 5 years service 5 years service 5 years service Benefit Payments Monthly for life Monthly for life Monthly for life Retirement Age 50 50-55 50-57
Monthly Benefits, As a % of Eligible Comp. 3.0% 2.4% - 3.0% 2.0% - 2.7% Required Employee Contribution Rates 9.00% 9.00% 13.00% Required Employer Contributions Rates 23.75% 20.64% 12.78% Source: Pleasanton Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2023.

LPFD Safety Fire Plan The plan’s provisions and benefits in effect at June 30, 2023, are summarized as follows:

Safety Fire Plan
Tier I Tier 2 PEPRA
Benefit Formula 3.0% @ 50 3.0% @ 55 2.7% @ 57
Benefit Vesting Schedule 5 years service 5 years service 5 years service Benefit Payments Monthly for life Monthly for life Monthly for life Retirement Age 50 50-55 50-57
Monthly Benefits, As a % of Eligible Comp. 3.0% 2.4% - 3.0% 2.0% - 2.7% Required Employee Contribution Rates 9.00% 9.00% 11.25% Required Employer Contributions Rates 18.60% 19.17% 19.17% Source: Pleasanton Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2023.

20 Employees Covered. The following employees were covered by the benefit terms for the Miscellaneous Plan and the LFPD Safety Fire Plan as of the most recent actuarial valuation date of June 30, 2023.

Miscellaneous Safety Fire
Inactive employees or beneficiaries receiving benefits 434 178 Inactive employees entitled to but not yet receiving benefits 254 33 Active employees 299 111
Total 987 322
Source: Pleasanton Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2023.

Contributions. Section 20814(c) of the California Public Employees’ Retirement Law requires that the employer contribution rates for all public employers are determined on an annual basis by the actuary and shall be effective on July 1 following notice of change in the rate. Funding contributions for the plan are determined annually on an actuarial basis as of June 30 by CalPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rates of employees. For the year ended June 30, 2023, the contributions recognized as part of the pension expense for the Safety Police plans were $5,421,096.

Net Pension Liability. The City’s net pension liability for the Miscellaneous Plan is measured as the total pension liability, less the pension plan’s fiduciary net position. The net pension liability of the Miscellaneous Plans was measured as of June 30, 2022. The changes in net pension liability for the Miscellaneous Plan from June 30, 2021 to June 30, 2022 are shown in the following table.

Changes in Net Pension Liability. The changes in the Net Pension Liability for the Miscellaneous Plan and LPFD Safety Fire Plan are as follows.

Miscellaneous Plan
Total
Pension Liability
Plan Fiduciary
Net Position
Net Pension
Liability/(Asset)
Balance at June 30, 2021 $320,595,992 $245,422,985 $75,173,007 Changes in the Year:

Service Cost 6,535,478 -- 6,535,478
Interest on the Total Pension Liability 22,361,074 -- 22,361,074 Changes of Assumptions 10,556,117 -- 10,556,117
Differences Between Actual & Expected Experience (1,795,474) -- (1,795,474) Contributions – Employer -- 11,399,801 (11,399,801)
Contributions – Employees -- 2,424,706 (2,424,706)
Net Investment Income -- (18,614,805) 18,614,805
Benefit Payments, Including Refunds of Employee Contr. (17,101,661) (17,101,661) -- Administrative Expense -- (152,884) 152,884
Net income 20,555,534 (22,044,843) 42,600,377
Balance at June 30, 2022 $341,151,526 $223,378,142 $117,773,384 Source: Pleasanton Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2023.

21 Safety (Fire) Plan
Total
Pension Liability
Plan Fiduciary
Net Position
Net Pension
Liability/(Asset)
Balance at June 30, 2021 $123,826,142 $94,992,102 $28,834,040 Changes in the Year:

Service Cost 2,403,603 -- 2,403,603
Interest on the Total Pension Liability 8,606,237 -- 8,606,237 Changes of Assumptions 3,712,703 -- 3,712,703
Differences Between Actual & Expected Experience (655,369) -- (655,369) Contributions – Employer -- 4,337,362 (4,337,362)
Contributions – Employees -- 985,548 (985,548)
Net Investment Income -- (7,191,520) 7,191,520
Benefit Payments, Including Refunds of Employee Contr. (6,714,416) (6,714,416) -- Administrative Expense -- (59,175) 59,175
Net income 7,352,758 (8,642,201) 15,994,959
Balance at June 30, 2022 $131,178,900 $86,349,902 $44,828,999 Source: Pleasanton Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2023.

For the year ended June 30, 2023, the City recognized pension expense of $15,113,877 for the Miscellaneous Plan and the Safety Fire Plan had a recognized pension expense of $4,712,435.

See Note 12 to the City’s audited financial statements for the fiscal year ending June 30, 2023, attached hereto as Appendix B.

Other Post-Employment Benefits (OPEB). Through its post- employment health care plan, the City provides post- retirement health care benefits, in accordance with certain employee agreements, to all employees who retire directly from the City. The plan benefit provisions and obligations to contribute are established, or may be amended, by City Council action. The effective date and benefit varies based upon the employee’s classification and related memorandum of understanding (“MOU”).

Employees Covered. Membership in the plans consisted of the following at the measurement date of June 30, 2022:

Employees Non-Fire Fire
Active employees 342 118
Inactive employees or beneficiaries receiving benefits 379 116 Inactive employees entitled to but not yet receiving benefits 19 6 Total 740 240
Source: Pleasanton Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2023.

Funding Policy. In April 2011, the City established an Other Post Employment Health Benefit (“OPEB”) irrevocable trust, the City of Pleasanton Group Account, with the California Employer’s Retiree Benefit Trust Program (“CERBT”)administered by the California Public Employees’ Retirement System (“CalPERS”) as an agent multiple-employer plan. This trust is used to accumulate resources to fund future benefits, however, it does not represent the activities of the plan. Financial statements of CERBT are included in the CalPERS Annual Comprehensive Financial Report (“ACFR”). Copies of the CalPERS ACFR may be obtained from the CalPERS Executive Office - 400 P Street, Sacramento, California 95814.

22 Changes in Net OPEB Liability. The changes in the net OPEB liability for the City of Pleasanton Retiree Healthcare Plan is as follows:

Total
OPEB Liability
Plan Fiduciary
Net Position
Net Pension
Liability/(Asset)
Balance at June 30, 2022 $71,544,000 $65,292,000 $6,252,000 Changes Recognized for the Measurement
Service Cost 1,252,000 -- 1,252,000
Interest 4,419,000 -- 4,419,000
Differences Between Actual & Expected Experience -- -- -- Changes of Assumptions -- -- --
Contributions – Employer -- 3,993,000 (3,993,000)
Net Investment Income -- (8,739,000) 8,739,000
Benefit Payments and Refunds (4,186,000) (4,186,000) -- Administrative Expense -- (25,000) 25,000
Balance at June 30, 2023 $73,029,000 $56,335,000 $16,694,000 Source: Pleasanton Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2023.

Detailed information about the OPEB plan’s fiduciary net position is available in the separately issued plan financial report that may be obtained from CERBT. The benefit payments and refunds include implied subsidy benefit payments were in the amount of $4,076,000.

OPEB Expense. For the year ended June 30, 2023, the City recognized OPEB income of $3,604,000, a reduction in expense for the City of Pleasanton Retiree Healthcare Plan.

See Note 13 to the City’s audited financial statements for the fiscal year ending June 30, 2023, attached hereto as Appendix B.

23 THE WATER SYSTEM
General
The City’s water facilities produce, treat, store, and deliver drinking (i.e., potable) water to its customers, which include all City residents and commercial customers, as well as portions of unincorporated Alameda County (i.e., Remen Tract, Happy Valley, and the area west of Foothill/Sunol).

Besides drinking water, the City delivers recycled water to a portion of customers within its service area, mainly for landscape irrigation. Recycled water is highly treated wastewater that can be used for non-potable purposes like landscape irrigation, toilet flushing, and cooling. The City owns and operates a separate storage and pipeline system for recycled water.

The City’s wholesale water supplier the Alameda County Flood Control and Water Conservation District’s Zone 7, also known as the Zone 7 Water Agency (“Zone 7”), which is a contractor of the State Water Project (SWP). In addition to the City, Zone 7 sells water to three other retail customers: the city of Livermore, the Dublin-San Ramon Services District, and California Water Service Company - Livermore District. The City produces water by pumping it from City-owned wells (groundwater) and purchasing treated water from Zone 7. Groundwater is treated before it enters the distribution system. The City also owns and operates an extensive network of pipelines and pumping facilities to deliver drinking water to its customers.

The City’s Department of Public Works is responsible for the operation, maintenance and improvement of the Water System.

Service Area
The City’s water service area includes the City, as well as customers in unincorporated Alameda County in Remen Tract, along Happy Valley Road and Kilkare Canyon Road (just north of the Town of Sunol), and west of Foothill Road. The service area lies within the Alameda Creek watershed, a drainage basin covering about 675 square miles between Mount Hamilton and Mount Diablo.

Single family residential remains the largest water customer sector in Pleasanton (56 percent of all potable demands in 2023). The Water System presently serves approximately 80,000 persons, including over 22,600 active water service accounts.

Physical Assets
Turnouts. Water from Zone 7 enters the City’s Water System at seven different turnout locations. All turnouts are equipped with facilities to fluoridate the water provided by Zone 7 prior to entering the City system. Five of the turnouts directly connect to the City system, while the remaining two supply water pump stations pump into the City water system.

Groundwater Wells. The City owns and operates three groundwater wells in the local groundwater basin, the Livermore Valley Main Groundwater Basin (the “Main Basin”) an area that covers 69,600 acres (109 square miles). Water from the City’s wells is treated with chlorine, ammonia, and fluoride at the well sites prior to entering into the water distribution system. The three City groundwater wells that deliver 20 percent of the City’s water supply have not been in operation since November 2022 based on results from testing for per- and polyfluoroalkyl

24 substances (PFAS). Since that time, the City has been purchasing 100 percent of its water supply through the Tri-Valley’s water wholesaler, Zone 7 Water Agency. The well sites remain assets of the City.

Potable Water Distribution System. The City’s distribution system currently consists of approximately 327 miles of pipelines and 22,369 water service connections. There are 14 pump stations, 22 water storage reservoirs, and one hydropneumatic tank in the distribution system.

The City service area has 14 different pressure zones.

Emergency Interties. The City currently has two existing pipeline interties with the Dublin San Ramon Services District (“DSRSD”) and one pipeline intertie with the City of Livermore for rapid emergency response. These interties are strictly for emergency conditions, such as a major pipeline break, supply contamination, or interruption of deliveries due to earthquake, flood, or other disasters.

Recycled Water Facilities. The City does not own a wastewater treatment facility. The majority of the City’s wastewater is treated by DSRSD, which owns and operates the Regional Water Treatment Facility, which also treats wastewater from Dublin and the southern portion of San Ramon. The facility includes conventional secondary treatment facilities, as well as tertiary and advanced recycled water treatment facilities. In addition, wastewater produced from the southeastern portion of the City, referred to as Ruby Hill, is treated by the City of Livermore, which also owns and operates a wastewater treatment facility which produces tertiary treated recycled water. The City purchases recycled water from both DSRSD and the City of Livermore; with the Livermore supplied recycled water restricted to landscaping in the eastern portion of Pleasanton.

In 2016, the City completed its Recycled Water Project (the “RW Project”) to serve landscapes irrigated with potable water, which included the construction of approximately 51,500 lineal feet (LF) of new recycled water pipeline, ranging in diameter from 6 inches to 20 inches, and repurposing approximately 22,400 LF of existing potable pipeline into the recycled water system. The RW Project was funded through a Clean Water State Revolving Fund Program loan and Proposition 1 Program Grant Agreement with the State Water Resources Control Board (SWRCB), with the goal of largely replacing existing potable irrigation demands along the distribution system with recycled water; thereby reducing potable water demands. To date the RW Project has reduced nearly 10 percent of the City's annual potable demands with recycled water. The City currently has a total of 94 properties (out of a possible 100), consisting of 149 metered service connections (out of a possible 158) serviced with recycled water.

Management
Brief biographies of key members of City staff involved in management of the Water System are set forth below:

Public Works Director – Siew-Chin Yeong. Yeong has 24 years of experience in civil engineering, capital project management, and development and oversight of capital programs in both the private and public sectors. Prior to joining the City of Pleasanton, she served as the Assistant Director of Public Works for the City of Oakland and in several positions with the City and County of San Francisco, including as the Director of Capital Program and Construction.

During her tenure she was responsible for overseeing delivery of the City of Oakland’s $455 million and San Francisco Municipal Transportation Agency’s $3.2 billion capital improvement programs, managed construction of a $500 million annual paving program that included

25 replacing 13.6 miles of sewer systems, and development of storm water and facilities master plans. Yeong also oversaw capital initiatives and the development of a maintenance capital program for Bay Area Rapid Transit (BART).

In Pleasanton since March 2024, Yeong leads the City’s Public Works Department where she oversees all operations and maintenance, utilities and environmental services, and engineering activities. Upcoming projects include completion of water, sewer and storm system master plans, development of an Asset Management Plan, and design and construction of new wells to address PFAS, along with capital projects that advance the City’s strategic ONE Pleasanton and Climate Action plans.

Yeong has a bachelor’s degree in Construction Engineering and Management and a master’s degree in Civil Engineering and Construction Management from Iowa State University.

Assistant Director of Public Works/City Engineer – Adam Nelkie. Adam has worked for the City for 14 years and was appointed Assistant Director of Public Works/City Engineer in July 2023 and previously served as the Director of Engineering and Acting City Engineer since 2021. Prior to that, he was the Senior Civil Engineer overseeing the Capital Improvement program. Prior to joining the City of Pleasanton, Adam has spent 11 years in the private sector for industry leading civil engineering firms working on various projects ranging from freeway and bridge design to wastewater treatment facilities. Adam holds a bachelor of science degree in Civil Engineering from the University of Michigan and is a registered Professional Engineering in Michigan, California and Qualified SWPPP Developer, and actively involved in APWA and South Bay Engineers Club.

Assistant Director of Public Works– Tamara Baptista. Tamara has worked for the City for six years. She was hired in April 2018 as a Revenue Manager for the Operations Services Department (now the Public Works Department), then was reclassified to Deputy Director of Business Services in January 2020. Tamara was then selected as the Interim Director of Operations Services in July 2022. Then in July 2023, Tamara was the Assistant Director of Public Works – Operations and Maintenance. Tamara has over 30 years of experience in local government. Prior to joining the City, Tamara worked for the Zone 7 Water Agency as a Financial Services Manager, and she also worked for Cal State East Bay and the City of Newark. Tamara holds a master’s degree in Public Administration with an emphasis in Finance and Management. Tamara completed the University of North Carolina at Chapel Hill Kenan-Flager Business School Water and Wastewater Leadership Center Program.

Director of Finance – Susan Hsieh. Susan was appointed to Director of Finance in August 2022. Susan is committed to leading the Finance Department in support of the City organization and focusing on the priorities of the City Council, which includes maintaining fiscal responsibility.

Susan has over 20 years of both private and public sector experience. Prior to joining the City of Pleasanton, she served as the Finance Director for the cities of San Leandro and Emeryville, during which she oversaw all aspects of the cities’ financial functions, as well as in the Assistant Finance Director and other lead roles for two other agencies in the Bay Area.

Before transitioning to the public sector, Susan worked for a large national public accounting firm leading audit engagements and conducting financial statement audits.

26 Susan holds a bachelor’s degree in Accounting and a master’s degree in Finance and Management. She also holds professional certifications from UC Berkeley, Harvard Business School and Pepperdine University and is a Certified Public Accountant.

Sources of Water Supply
Overview. Zone 7 is the City’s sole wholesale treated water supplier. Imported water from the State Water Project makes up approximately 80 percent of its supply, with the remainder coming from treated surface water blended with local groundwater and local surface water. The City purchases all potable water required for use within the City’s service area from Zone 7, with the exception that the City may extract groundwater per the “terms and conditions” of the City’s arrangement for supply from Zone 7. The treated water delivered by Zone 7 complies with the Requirements for Drinking Water of the California Department of Health Services and the US Environmental Protection Agency, or their successor regulatory agencies.

Under its current agreement with Zone 7, the City is limited in developing other water supply sources. Zone 7 is also the groundwater manager of the local groundwater basin, the Livermore Valley Main Groundwater Basin (the “Main Basin”).

Zone 7’s water supply has two major components: 1) incoming water supplies available through contracts and water rights each year, and 2) accumulated water supplies in storage derived from previous years. Incoming water supplies typically consist of annually allocated imported surface water supply and local surface water runoff. Accumulated or “banked” water supplies are available in local and non-local storage locations. Imported water from the SWP, which is owned and operated by the California Department of Water Resources (“DWR”), is by far Zone 7’s largest water source, providing over 80 percent of the treated water supplied to its customers on an annual average basis.

Prior to 2022 Zone 7 provided approximately 80 percent of supply, with the remainder coming from groundwater pumped by the City and, to a lesser extent, recycled water produced by DSRSD and the adjacent City of Livermore. Prior 2022, the City pumped water from three of its wells, however the wells are no longer used due to lack of regulatory compliance for contaminants. See “Regulatory Requirements” below.

The future reliability of Zone 7’s imported water is a concern. Drought, sea level rise, and natural disasters threaten the Sacramento-San Joaquin Delta (Delta), a critical component of the delivery system bringing water to Zone 7. As a result, Zone 7 is participating in various projects that would provide alternate water supplies or protect the existing delivery system against threats. These projects include installing a pipeline system beneath the Delta, desalinating brackish water (water with high salt content), reusing highly treated wastewater, and participating in the construction of a new reservoir to store surplus water in wet years.

Based on Zone 7’s efforts and the City’s continued use of groundwater, the City’s future water supplies are expected to keep pace with its water demands.

Groundwater. The City’s primary water supply source is purchased potable water from Zone 7, supplemented by groundwater pumped from the Main Basin. The City’s groundwater pumping is limited by its groundwater pumping quota (GPQ) as managed by Zone 7, the local groundwater basin manager. The City augments its potable water supply with recycled water from DSRSD and Livermore. Another limitation for the City’s groundwater pumping is contamination, effectively precluding the use of certain City wells starting in 2023. See “Regulatory Requirements” below.

27 Water Supply During Drought. The California Water Code asks agencies to evaluate their water service reliability by examining the impact of drought on their water supplies and comparing those reduced supplies to water demands. Specifically, agencies should calculate their water supplies during a single dry year and five consecutive dry years using historical records.

On March 22, 2021, the State Water Resources Control Board (SWRCB) released a letter to water suppliers reporting the ongoing dry conditions after two years of low precipitation in California, in preparation for statewide drought impacts. Immediately following this release, Zone 7 issued a request for the Tri-Valley community to voluntarily reduce water usage due to the ongoing dry weather and low snowpack conditions. This was followed by a joint news release between Zone 7 and the Retailers (Cities of Pleasanton and Livermore, California Water Service, and Dublin San Ramon Services District) on May 27, 2021, asking customers to reduce water use by 10% compared to the year prior.

Within this timeframe, the Governor issued a State of Emergency Proclamation on April 21, 2021, for Mendocino and Sonoma counties due to drought conditions in the Russian River watershed. Then on May 10, 2021, the emergency declaration was expanded to include 39 additional counties, including Alameda County, due to drought conditions within the Klamath River, Tulare Lake Watershed, and Sacramento-San Joaquin Delta. Most recently, on July 8, 2021, the Governor further expanded the drought emergency and requested all Californians to reduce water use by 15 percent to help protect water reserves if drought conditions continue. In response, Zone 7 and the Retailers increased the voluntary conservation request to the Tri- Valley community to 15 percent to further protect available water supply.

At its October 5, 2021, meeting, City Council adopted urgency Ordinance No. 2225 declaring a Local Drought Emergency due to the critically reduced water supplies and continued extreme dry weather for the protection of public health, safety, and welfare. Concurrently, City Council adopted Resolution No. 21-1250 declaring a State 2 Water Shortage and mandating water customers reduce their potable water usage by 15 percent. On March 15, 2022, the City Council adopted Resolution No. 22 -1283 activating Stage 2 Drought Rates to achieve the mandatory water conservation target and to offset revenue loss to sustain the City’s Water Enterprise.

The heavy rain in early 2023 has significantly helped drought conditions. On March 24, 2023, Governor Newsom ended the 15 percent water conservation target and requirement for water agencies to implement level 2 of their drought contingency plans. On April 18, 2023, the City Council terminated the local drought emergency, the Stage 2 water shortage, and the Stage 2 drought rates concurrent with the Zone 7 Board of Directors’ approval to end its drought emergency and mandatory conservation. On April 19, 2023, the Zone 7 Board of Directors ended its local drought emergency.

Regulatory Requirements
The water received from Zone 7 and the water produced by the City’s wells is tested, as is required by the State Water Resources Control Board Division of Drinking Water (DDW), to ensure quality water is delivered to all customers within Pleasanton. On October 31, 2022, DDW issued General Order DW 2022-0001-DDW (Order), which beginning the first quarter of 2023 required the City to perform testing for per- and polyfluoroalkyl substances (PFAS), which are contaminants of emerging concern. This Order rescinded and replaced previous PFAS testing orders issued by DDW to the City dating back to 2019. On October 31, 2022, DDW also

28 established a notification level (NL) and response level (RL) for PFHxS. This is the fourth PFAS constituent to have an established NL and RL; the other three constituents (PFOS, PFOA, and PFBS) had NLs and RLs established between 2019 and 2021.

As defined by DDW:
• NL is the concentration level of a contaminant in drinking water delivered for human consumption that DDW has determined, based on available scientific information, does not pose a significant health risk but warrants 30-day notification to the governing body and annual notification to the public via the consumer confidence report. • RL is the concentration of a contaminant in drinking water delivered for human consumption at which the water system, in the case of PFAS, must either (1) take the source out of service immediately; (2) utilize treatment or blending; or (3) provide immediate public notification of the exceedance if the source remains active. The table below indicates the NL and RL for each of the four PFAS chemicals as established by DDW:

The table below indicates the NL and RL for each of the four PFAS chemicals as established by DDW:

DDW Advisory Levels for PFAS (ng/L)
PFAS
Notification
Level Response Level
Perfluorooctanesulfonic acid (PFOS) 6.5 40
Perfluorooctanoic acid (PFOA) 5.1 10
Perfluorobutanesulfonic acid (PFBS) 500.0 5,000
Perfluorohexanesulfonic acid (PFHxS) 3.0 20
In 2023, the three City-owned wells exceeded the NL established by the DDW for PFOS and PFHxS. Well 8 equals the RL established by the DDW for PFHxS and remains out of service (it was placed in “Standby” with DDW in June 2019 for being above the RL for PFOS at that time of issuance and has not operated since). Wells 5 and 6 remain “in service” with DDW, they have been turned off since November 2022 for being above NL for PFOS and have not operated since.

As a water provider, Zone 7 similarly is required to conduct quarterly testing on its water sources. Zone 7’s surface water supply at both treatment plants were ‘non-detect’ when tested for the PFAS constituents. For Zone 7’s groundwater supply, the Stoneridge well and Chain of Lakes 1 and 2 wells have not operated since fall/winter 2022 and are currently under construction to add PFAS treatment systems. Zone 7’s Mocho 2 and 3 wells are currently being treated at the Mocho Groundwater Demineralization Plant and blended with Mocho 4 well water to ensure the water is below the RL (but not the NL) before being supplied to the City. The agency’s Hopyard wells were ‘non-detect’ when tested for the PFAS constituents. As Zone 7 operates a connected treatment and distribution network, the water provided by Zone 7 to any of its water retailers may come from any of these sources.

General. The City is not aware of any environmental or regulatory issues that would adversely impact its ability to deliver water.

Water Quality. The applicable drinking water standards for the Water System are provided in the California Domestic Water Quality and Monitoring Regulations, Title 22 of the

29 California Administrative Code. These regulations incorporate the requirements of the U.S.

Environmental Protection Agency in conformance with the Safe Drinking Water Act (PL 93-523).

The standards specify water quality sampling frequencies and location as well as maximum concentrations of chemical constituents and are continuously revised and amended. The Water System reports all data in accordance with Title 22 Standards to the California State Water Resources Control Board (“SWRCB”) Division of Drinking Water (DDW) and provides its Annual Drinking Water Quality Report to its customers each year.

Historical Water Purchases
The following table shows the City’s purchases of water from Zone 7 for potable water and from the DSRSD-EBMUD Regional Water Authority (DERWA) and the City of Livermore for its recycled water customers, over the past four fiscal years.

Table 1
Annual Purchases of Water
Fiscal Years 2019-20 through 2022-23
Source 2019-20 2020-21 2021-22 2022-23
Zone 7 7,212 11,280 10,565 10,412
Groundwater 2,722 3,648 2,848 1,502
Total 9,934 14,927 13,413 11,914
Source: City of Pleasanton.

Customer Base
A summary of active water connections for Fiscal Year 2022-23 is shown in the following table.

Table 2
Active Water Connections by Customer Class
Fiscal Year 2022-23
Meter
Size Commercial Industrial Irrigation
Multi-
family
Resident
Recycled
Water
Single-
Family
Resident
5/8 203 0 149 68 4 15,252
3/4 84 0 66 21 2 1,885
1 204 0 222 94 14 2,765

1.5 200 1 228 202 76 12
2 241 2 181 107 41 1
3 57 0 20 18 10 0
4 9 0 11 6 2 0
6 2 0 1 4 2 0
8 2 0 0 0 0 0
Total 1,002 3 878 520 151 19,915
Source: City of Pleasanton

30 The number of active water accounts for the past 5 fiscal years, by customer class, is set forth in the following table.

Table 3
Historical Number of Water Accounts by Customer Class
Fiscal Years 2018-19 through 2022-23
Fiscal
Year Commercial Industrial Irrigation
Multi-
family
Resident
Recycled
Water
Single-
Family
Resident
Castlewood
Service
Area* Total
2019 1,009 4 875 521 149 19,719 187 22,464
2020 999 4 876 522 147 19,787 188 22,523
2021 1,009 4 876 521 148 19,853 188 22,599
2022 1,017 4 876 521 151 19,881 188 22,638
2023 1,010 4 880 522 151 19,917 - 22,484
* The City was providing operations and maintenance services for the sewer and water systems for the Castlewood service area per an agreement between the City of Pleasanton and the Alameda County Public works Agency which ended March 2022. As of March 2022, the City is no longer providing this service.

Source: City of Pleasanton.

The following table shows the top ten water user accounts in the City based on revenue received during Fiscal Year 2022-23.

Table 4
Top Ten Accounts by Total Water Revenue
Fiscal Year 2022-23
No. Account Name (1) Type of Use
Total Usage
(in gallons) Revenues
% of
Revenues(2)
1 City of Pleasanton Recycled Water Irrigation 111,864 $427,952.58 1.8% 2 Callippe Preserve Golf Course Irrigation 53,885 264,463.53 1.1 3 Callippe Preserve Golf Course Irrigation 53,738 263,787.156 1.1 4 Canyon Meadows of Pleasanton HOA Multi-Family Residential 18,683 183,825.55 0.8 5 CP IV Vintage LLC Multi-Family Residential 36,359 182,449.87 0.8 6 Avalonbay Communities, Inc. Multi-Family Residential 20,296 176,845.37 0.7 7 Stoneridge Residential, LLC Multi-Family Residential 28,591 143,935.44 0.6 8 City of Pleasanton Recycled Water Irrigation 26,525 113,227.80 0.5 9 GSIC II Stoneridge Owner LP Multi-Family Residential 20,158 103,946.78 0.4 10 City of Pleasanton Recycled Water Irrigation 22,213 85,918.54 0.4 (1) The City is a holder of multiple accounts, including the Callippe Preserve Golf Course accounts which are payable from a City enterprise fund. (2) Based on estimated Water System charges of $23,906,900.

Source: City of Pleasanton.

Water Rates and Revenues
General. The City’s current water rates were implemented February 1, 2023 and include fixed a bi-monthly service charge based on meter size, a tiered usage rate charged for every ccf (one-hundred cubic feet) of water used, and a surcharge for recycled water charged for every ccf of water used. The recycled water surcharge is charged to single family residential (“SFR”) customers using Tier 2 or higher water usage and all other customers with their water usage. The City also has a water rate discount program for senior citizens using minimal amounts of water and low income customers. Those who qualify and use at or below 30 ccf of water every bi-monthly billing period are discounted 30% for low income customers and 20% for

31 senior customers. The discount program applies to the City’s water fixed and variable charges and Zone 7-related charges.

The City participates in the Low Income Household Water Assistance Program (“LIHWAP”), which is a limited-term, federally-funded program that offers assistance to help low- income households pay residential water and sewer bills and manage their residential water utility costs. LIHWAP was established by Congress in December 2020. The program ended on March 31, 2024. The City also participates in the California Water and Wastewater Arrearages Program. Through $985 million in federal funding allocated by the state legislature, the State Water Board created the California Water and Wastewater Arrearages Payment Program to provide relief to community water and wastewater systems for unpaid bills related to the pandemic. The funding comes from the federal American Rescue Plan Act of 2021 and was authorized by Governor Newsom and the California State Legislature.

Rate Setting Process. The City is required to annually review water sales revenue as part of the budgetary process. In May every odd numbered year, the City Manager submits to the City Council a two-year proposed operating budget for the fiscal year commencing the following July 1. The operating budget includes proposed expenditures and expenses and the means of financing them. Separate rate studies and public hearings for utility rates are conducted to comply with the requirements of Proposition 218 and obtain citizen comments.

The City Council adopts utility rates by ordinance. The Council adopted a two-year rate increase on November 7, 2023 and the City plans to go through the Proposition 218 process every two years, which is less than the required every five years. The budget is adopted, prior to June 30, through passage of appropriate resolutions. The final adopted budget is subject to amendment to reflect any significant changes in expenditures or revenues due to State or federally mandated programs, emergencies, or other unforeseen occurrences. The City’s budget guidelines state that:
•Water customer rates and fees will be reviewed and adjusted every two to five years, if necessary.
•All utility enterprise funds will be operated in a manner similar to private enterprise, and as such, the City will set fees and user charges at a level that fully supports the total direct and indirect cost of the activity, including depreciation of assets, overhead charges, and reserves for unanticipated expenses and capital projects.
•The City’s General Fund reimburses the Water Enterprise Fund for the senior and low-income discount programs as described above.
•The City will maintain a working capital reserve in the Water Fund of approximately 30% to 40% of the annual operating and maintenance expenses with a reserve target of 35%.

See “RISK FACTORS – Proposition 218” for information about the City’s compliance with Proposition 218 in connection with adopting rates for the Water System. 2023 Rate Study. In 2023, Raftelis Financial Consultants, Inc. (“Raftelis”) was retained by the City to provide a Water and Recycled Water Rate Study Report (“2023 Rate Study”).

The primary objectives of the 2023 Rate Study were to:

32 • Develop a long-term financial plan that sufficiently funds operating expenses, capital replacement and improvement costs, and prudent reserve balances • Conduct a cost of service analysis that fairly and equitably allocates costs among customer classes
• Design water and recycled water rates that fully recover costs to serve customers while minimizing rate impacts to the extent possible, and promoting affordability for essential needs
• Prepare a study report, or administrative record, that clearly and comprehensively explains each step of the rate study process
• Develop water and recycled water rates that are in alignment with cost of service principles and Proposition 218 requirements
The 2023 Rate Study Report details the long-term financial plan, cost of service analysis, and proposed rates for the City’s water and recycled water utilities.

Current and Projected Rates. The City’s current water rates were implemented on February 1, 2023, by Resolution No. 23-1434 and include a bi-monthly service charge based on meter size, a tiered usage rate for single family residential (SFR) customers charged for every hundred cubic feet (ccf) of water used, a uniform rate for all other customer classes charged for every ccf of water used, and a surcharge for recycled water charged for every ccf of recycled water used. The recycled water surcharge is assessed to SFR customers using Tier 2 or higher water usage and all other customers. The recycled water surcharge has already been included in the rates shown below.

Table 5
Current Bi-Monthly Service Charge
Meter Size Fiscal Year
2023
5/8 inch $19.93
3/4 inch 29.89
1 inch 49.84
1-1/2 inch 99.67
2 inch 159.48
3 inch 348.90
4 inch 996.83
6 inch 1,993.67
8 inch 3,488.91
10 inch 5,482.57
Source: City of Pleasanton.

33 Table 6
Current Consumption Charges
Consumption Charge
($/ccf)
Fiscal Year
2023
Single Family Residential
Tier 1 – 20 ccf $3.93
Tier 2 – 40 ccf 4.42
Tier 3 – 60 ccf 4.68
Tier 4 – 60+ ccf 5.53
Multi-Family Residential 4.44
Commercial 4.44
Industrial 4.44
Irrigation 4.60
Recycled Water Irrigation 4.05
Source: City of Pleasanton.

Comparison to Surrounding Communities. Set forth in the following tables are the average bi-monthly water charges for customers of the Water System for Fiscal Year 2022-23 and a comparison to surrounding communities.

Table 8
Fiscal Year 2022-23 Comparative Bi-Monthly Charges
(Single-Family Residential – 5/8-inch meter)
Comparative Annual Residential Water Charges
(July 2023)
8 Ccf/mo 20 Ccf/mo Effective
San Jose $1,204.92 $2,506.68 1/1/2023
San Francisco 1,156.92 2,699.16 7/1/2022
Palo Alto 1,120.44 2,803.80 7/1/2023
North Marin 1,007.76 1,780.08 7/1/2022
Marin MWD 973.86 1,654.98 7/1/2022
Livermore 972.48 1,607.52 2/1/2023
Hayward 936.36 2,136.24 10/1/2022
EMBUD 893.88 1,987.32 7/1/2023
Los Altos 862.20 1,770.96 8/1/2022
Contra Costa 840.12 1,671.60 2/1/2023
DSRSD 838.20 1,741.08 1/1/2023
ACWD 826.68 1,515.00 3/1/2023
Pleasanton 496.92 1,109.88 2/1/2023
Agency Bi-Monthly Rate
City of Hayward (Eff. 1/1/24) $333.78
City of Livermore (Eff. 10/1/23) 361.50
DSRSD (Eff. 1/1/23) 262.93
ACWD (Eff. 3/1/24) 250.97
City of Pleasanton (Eff. 1/1/24) (1) 229.17
(1) Based on fixed charge for 5/8” meter, plus volumetric charge for assumed usage of 30 CcFs.

Source: City of Pleasanton.

34 Approved Rate Increases. Current approved rate increases are a 32.52% year over year increase in the overall rate for Fiscal Year 2024, and a 11.55% year over year increase in the overall rate for Fiscal Year 2025.

Billing and Collection
Water Service Charges. Water service charges are collected by the City and billed, together with wastewater service charges, on a bi-monthly basis by the City. Bills are due and payable within 30 days of the date of the bill. If payment is not received, a 10% late fee is assessed; then a final notice is sent, after which the account is sent to a collection agency. The City is authorized to disconnect water service in the event of a failure to pay water service charges.

Affordability Assistance. Those who qualify or use at or below 30 CcF of water every bi-monthly billing period are discounted 30% for low-income customers and 20% for senior customers. The portion not paid by the customer is contributed by the City’s general fund.

Water Connection Fees. The City and Zone 7 Water Connection Fees are collected as part of the building permit and water connection permit application procedures. Permits are not granted until payment has been received. City Water Connection Fees are part of the Gross Revenues. Zone 7 water connection fees are transmitted to Zone 7.

On February 5, 2024, Zone 7 served the City with a lawsuit relating to Zone 7’s connection fees. Under an agreement the City has with Zone 7, the City collects new meter connection fees on behalf of Zone 7 and remits those payments to Zone 7. Zone 7 is claiming that the City misapplied Zone 7’s fee ordinance to various meter installations resulting in an under-payment of fees. The lawsuit has causes of action for: (a) breach of contract; (b) declaratory relief; (c) writ of mandate; and (d) failure to discharge mandatory duties. The lawsuit alleges that the City under collected $18,541,655 in connection fees. The City filed a demurrer requesting that the Court dismiss the lawsuit because, regardless of the facts alleged by Zone 7, there is no legal basis to support its claims. The Court has not yet issued its order on the City’s demurrer.

35 Capital Improvement Program
General. The City adopted a comprehensive four-year plan for capital improvements in June 2023. This four-year Capital Improvement Program (“CIP”) is for Fiscal Years 2023-24 to 2026-27. These are set forth in the following table, together with the expected sources of payment for the items in the CIP. The following contains estimated projects and project costs, which may vary considerably from actual results.

Table 9
Capital Improvement Program for Water System
Water Improvement Projects and Available Funding Sources Fiscal Years 2023-24 through 2026-27
PROJECT 2023-24 2024-25 2025-26 2026-27 Total
Annual Recycled Water Repair &Replacement, CIP 24133 $50,000 $50,000 $50,000 $50,000 $200,000 Annual Water Distribution System Improvements, CIP 24183 0* 1,000,000 1,000,000 1,000,000 3,000,000 City Groundwater Supply, 24174 500,000(1) 3,500,000(1) 11,500,000(2) 11,000,000(2) 26,500,000 Bernal Avenue 18-Inch Water Main, CIP 24172 2,205,420(1) 2,205,420(1) Near-Term Water Improvements, CIP 24171 10,641,025(1) 10,641,025(1) Turnout #4 Pre-package Booster Station 1,300,000(1) 1,300,000(1) TOTAL COST $14,696,445 $4,550,000 $12,550,000 $12,050,000 $43,846,445 Summary of Available Financing Sources
2023-24 2024-25 2025-26 2026-27 Total
Pay As You Go Funding $1,050,000 $1,050,000 $1,050,000 1,050,000 $4,200,000 2024 Long Term Debt Financing 13,646,445 3,500,000 17,146,445 2026 Long Term Debt Financing 11,500,000 11,000,000 22,500,000 TOTAL AVAILABLE $14,696,445 $4,550,000 $12,550,000 $12,050,000 $43,864,445 _________________________
* $1,000,0000 of FY23.24 Funding re-allocated to CIP 24171 & 24172 Projects (1) Anticipated loan expenditures.
(2) Future loan.

Source: City of Pleasanton.

Outstanding Indebtedness
The City has the following outstanding long-term debt related to its Water System.

California Clean Water State Revolving Fund (SRF) Loan. In June 2015, the City entered into an agreement with the California State Water Resources Control Board for State Revolving Fund project financing in the amount of $19,875,720 to fund the City of Pleasanton Recycled Water Project. The loan is secured by and payable solely from net revenues from the ownership or operation of the City’s Water Enterprise. The agreement also requires that the City maintain and fund a separate account in an amount equal to one year of debt service. The City satisfied the debt service requirement by maintaining $438,935 in restricted cash balance. The agreement was amended in September 2015 to reduce the project funding to $11,317,177. The project was completed in October 2016 and the City had drawn a total of $11,088,917. The loan bears annual interest of 1.0 percent, and principal and interest payments are due October 31 of each year. The outstanding balance on June 30, 2023, was $9,238,640. The note is secured by a lien on and pledge of the Water Enterprise Fund, net water revenues and any water reserve fund on parity with the Installment Payments. In addition, the agreement contains a subjective acceleration clause that allows the lender to accelerate payment of the entire principal.

Water Revenue Bonds, Series 2017 – Recently Paid Off with Interfund Loan. In February 2017, the City issued $7,100,000 of Water Revenue Bonds, Series 2017 to finance certain improvements for the expansion of the municipal recycled water system of the City. The

36 outstanding balance on June 30, 2023, was $1,900,000. The outstanding bonds were paid off in April 2024 with funds borrowed from the City’s Equipment Replacement Fund. The interfund loan amount is $965,160 with a five-year repayment term. The loan bears variable annual interest that is based on the investment return generated by the City’s investment pool. The current interest rate is about 1.5%. Principal and interest are due annually in June. The loan can be paid off anytime within the five-year period without penalty. The repayment is not secured by a pledge of the Net Revenues and, accordingly, is a subordinate debt obligation of the Water System.

Funds and Reserves
The City currently maintains separate funds for the Water System. Each of these funds is treated as a separate accounting entity, but are consolidated for rate setting.

The Water Operating Fund is the main operating fund of the Water System. The fund is used to pay for all operating and maintenance costs for water system. The fund is also used for ongoing capital and replacement projects as budgeted each year.

The Water CIP Fund is used for specific capital improvement projects that were budgeted in past years. Each year, the City sets aside the full cost of capital improvements approved that year by transferring money from the Water Operating Fund to the Water CIP Fund. The Water CIP Fund typically carries a significant balance that is reserved for the remaining costs of projects approved in prior years but still under construction.

The Water Connection Fees Fund was established to record connection fees that are paid by developers to connect new services to the water system, and are used to fund improvements and expansion of the water system to accommodate new development. The fees also cover the incremental cost of future expansion and improvements necessary to accommodate new developments.

The City’s fiscal policies and fiscal practices provide as follows, among other things:
(1) The City will maintain working capital in the Water System funds to provide for future capital projects and unanticipated emergencies, such as pump station repairs. The City will attempt to maintain a working capital reserve of at least 30% of the annual operating and maintenance expenses for the Water Fund. As of June 30, 2023, the amount in this reserve was $8.0 million (unaudited). (2) A plan will be developed to provide a roadmap to replenish the reserve through a rate study when the reserve level is below 30%. (3) Unspent funds in the Water CIP Fund will be used for future capital projects and is served as a rate stabilization fund in which funds can be transferred back to the Water Operating Fund to cover operating expenses if needed.

37 Pro Forma Debt Service Coverage
The following table provides a pro forma statement of debt service coverage developed by the City, based on the definitions of Gross Revenues and Maintenance and Operation Costs set forth in the legal documents governing the 2024 Bonds (which excludes depreciation and other non-cash items). The following contains estimated amounts for projected figures, which may vary considerably from actual results.

Table 10
Water System
Pro Forma Historical and Projected Debt Service Coverage Fiscal Years 2018-19 through 2022-23 and Projected 2023-24 through 2027-28 Actual Projected*
2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28 Gross Revenue
Charges for Services $26,418,593 $28,881,095 $31,955,874 $28,850,363 $28,055,185 $33,650,523 $40,729,334 $43,816,000 $45,130,000 $46,484,000 Other Operating Revenue 552,503 931,032 785,200 1,155,375 809,162 2,576,041 576,041 593,000 610,000 629,000 Interest Income 449,555 626,519 346,467 321,267 295,236 275,000 275,000 275,000 275,000 275,000 Capital Surcharge 135,000 262,800 161,860 65,160 109,200 284,978 285,000 285,000 285,000 285,000 Total Gross Revenues 27,555,651 30,701,446 33,249,401 30,392,165 29,268,783 $36,786,542 $41,865,375 $44,969,000 $46,300,000 $47,673,000 Maintenance and Operation Costs(1)
Purchased Water 14,573,368 17,552,212 17,642,015 17,825,538 18,922,044 23,291,833 24,491,833 25,941,000 27,503,000 29,168,000 Personnel Services 3,364,873 4,423,446 4,732,533 3,048,704 4,152,957 4,887,267 5,131,630 5,388,000 5,657,000 5,940,000 Services and Supplies/Repairs 4,177,421 3,947,870 4,905,793 6,128,260 5,422,693 5,005,602 5,749,343 6,821,000 6,942,000 7,062,000 Total M&O Costs 22,115,662 25,923,528 27,280,341 27,002,502 28,497,694 33,184,702 35,372,806 38,150,000 40,102,000 42,170,000 Net Revenues $5,439,989 $4,777,918 $5,969,060 $3,389,663 $771,089 $3,601,840 $6,492,569 $6,819,000 $6,198,000 $5,503,000 Debt Service
2015 SRF Loan $398,129 $398,129 $398,129 $434,896 $432,647 $434,895 $434,895 $434,895 $434,895 $434,895 2017 Water Revenue Bonds 972,988 969,685 971,017 979,980 972,388 980,850 - - - - Installment Payments/2024 Bonds* - 1,195,750 1,195,750 1,195,750 1,195,750 Total Debt Service* $1,371,117 $1,367,814 $1,369,146 $1,414,876 $1,405,035 $1,415,745 $1,630,645 $1,630,645 $1,630,645 $ 1,630,645 Debt Service Coverage Ratio* 3.97 3.49 4.36 2.40 0.55 2.54 3.98 4.18 3.80 3.37 Water Fund FYE Cash Balance(2) $24,207,703 $27,279,668 $32,273,798 $26,239,511 $23,289,828 $26,783,302 $29,997,298 $30,897,217 $31,824,134 $32,778,858 * Preliminary; subject to change for Fiscal Years 2023-24 through 2027-28. Excludes an unsecured internal fund loan; see “Outstanding indebtedness” above. (1) Excludes deprecation and other non-cash charges.
(2) The balance includes investments.

Source: City of Pleasanton.

38 Additional Information Regarding Projections. The table above reflects a number of assumptions regarding projected debt service coverage for Fiscal Years 2022-23 through 2025- 26, including the following:
•There is a 2.5% growth in customers during the projection period coming out of a drought.
•Rate increases during the projection period consistent with the previously adopted rate study, which provides for increases of approximately 32.5% for calendar year 2024 and 11.5% for calendar year 2025.
•Purchased Water expenses are projected by the City to increase by up to 6% per year; actual costs charged by Zone 7 may vary significantly from this estimate.

Other expenses, consisting of personnel services and services & supplies, are projected to increase at between 3% to 5% per year.
•A borrowing of $6 million was estimated for the near-term infrastructure improvements during the projection period.

With respect to capital costs associated with the Water System, the City’s current CIP identifies several projects for planning purposes. All future years’ projects and their related funding require annual review and approval by the City Council and are therefore subject to change. The City records its infrastructure capital costs, including Water System capital costs as capital assets. Because capital costs are not included in the definition of Maintenance and Operation Costs, they will not affect the availability of Net Revenues to make the Installments Payments. Should the City decide to finance any of these capital costs through the issuance of Parity Debt within the projection period, projected debt service coverage could decrease without a corresponding increase in either rates or customers.

39 BOND OWNERS’ RISKS
The following describes certain special considerations and risk factors affecting the payment of and security for the 2024 Bonds. The following discussion is not meant to be an exhaustive list of the risks associated with the purchase of any 2024 Bonds and the order presented does not necessarily reflect the relative importance of the various risks. Potential investors in the 2024 Bonds are advised to consider the following special factors along with all other information in this Official Statement in evaluating the 2024 Bonds. There can be no assurance that other considerations will not materialize in the future.

Revenues; Rate Covenant
The Revenues securing the 2024 Bonds consist primarily of Installment Payments payable by the City, which, in turn, are secured by the Net Revenues of the Water System. Net Revenues are dependent upon the demand for water usage, which can be affected by population factors and climactic conditions such as droughts. There can be no assurance that demand for water usage will be consistent with the levels contemplated in this Official Statement. A decrease in the demand for water could require an increase in rates or charges in order to comply with the rate covenants contained in the Installment Sale Agreement. The City’s ability to meet its rate covenants is dependent upon its capacity to increase rates without driving down demand to a level insufficient to meet debt service on the Installment Payments and Parity Debt.

No Debt Service Reserve Fund
Neither the Authority nor the City will fund a debt service reserve fund for the 2024 Bonds. If Net Revenues are insufficient for the City to pay the Installment Payments when due, no debt service reserve account funds will be available under the Installment Sale Agreement or Indenture for the City to make such payments.

Maintenance and Operation Costs; Third-Party Sources of Water Supply There can be no assurance that expenses of the Water System will be consistent with the levels contemplated in this Official Statement. In particular, the City currently obtains 100% of its potable water from Zone 7, and therefore the City may have less control over the expenses attributable to its water supply than if the City directly controlled its water. The cost of purchased water from Zone 7 is, by far, the largest line item for Maintenance and Operating Costs. For Fiscal Year 2023, the wholesale rates for water charged by Zone 7 are not passed- through to customers of the Water System, rather they are incorporated into the rates and charges that the City must establish in order to operate the Water System and to pay debt service on the Water System’s long-term obligations, including the 2024 Bonds. However, starting with January 1, 2024, the Zone 7 rates will be passed-through to customers of the water system.

In addition to its purchased water expenses, changes in technology, changes in quality standards, and increases in the cost of operation or other expenses could require substantial increases in rates or charges in order to comply with the rate covenants in the Installment Sale Agreement. Changes in water quality included the changing regulations for PFAS. Until such rates can be implemented, Net Revenues may be reduced, increasing the possibility of nonpayment of the Installment Payments and, in turn, the 2024 Bonds.

40 Limitations on Remedies Available to Bond Owners
The ability of the City to comply with its covenants under the Installment Sale Agreement and to generate Net Revenues sufficient to pay principal of and interest on the Installment Payments and Parity Debt may be adversely affected by actions and events outside of the control of the City, and may be adversely affected by actions taken (or not taken) by voters, property owners, taxpayers or payers of assessments, fees and charges. Furthermore, any remedies available to the owners of the 2024 Bonds upon the occurrence of an event of default under the Indenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay and could prove both expensive and time consuming to obtain.

In addition to the limitations on Bondholder remedies contained in the Indenture, the rights and obligations of the Authority under the Indenture may be subject to the following: the United States Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; usual equity principles which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the Federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose.

Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation or modification of their rights.

Seismic and other Natural Disasters; Climate Change
General. The City is located in a seismically active area of California. If there were to be an occurrence of severe seismic activity in the area of the City, there could be an interruption in the service provided by the Water System, resulting in a temporary reduction in the amount of Net Revenues available to timely pay the Installment Payments. There are known earthquake faults near the City and the Water system could be damaged by an earthquake event, resulting in required unanticipated expense and repairs.

Other natural disasters, such as flooding, landslides or wildfires, could also affect or interrupt the service provided by the Water System, resulting in a temporary reduction in the amount of Net Revenues available to timely pay the Installment Payments.

Droughts. California is subject to droughts from time-to-time. The Governor issued a State of Emergency Proclamation on April 21, 2021, for Mendocino and Sonoma counties due to drought conditions in the Russian River watershed. Then on May 10, 2021, the emergency declaration was expanded to include 39 additional counties, including Alameda County, due to drought conditions within the Klamath River, Tulare Lake Watershed, and Sacramento-San Joaquin Delta. Most recently, on July 8, 2021, the Governor further expanded the drought emergency and requested all Californians to reduce water use by 15 percent to help protect water reserves if drought conditions continue.

The heavy rain in early 2023 has significantly helped drought conditions. On March 24, 2023, Governor Newsom ended the 15 percent water conservation target and requirement for water agencies to implement level 2 of their drought contingency plans. However, there can be no assurance that drought conditions would not re-appear in the future, leading to decreased

41 demand and usage of the Water System, and a potential decline in Net Revenues available to timely pay the Installment Payments.

Loss of Tax-Exemption
As discussed under the caption “TAX MATTERS,” interest on the 2024 Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the 2024 Bonds were issued, as a result of future acts or omissions of the Authority or City in violation of its covenants in the Installment Sale Agreement and Indenture. Should such an event of taxability occur, the 2024 Bonds are not subject to special redemption and will remain outstanding until maturity or until redeemed under other provisions set forth in the Indenture.

Proposition 218
General. On November 5, 1996, California voters approved Proposition 218, the so- called “Right to Vote on Taxes Act.” Proposition 218 added Articles XIIIC and XIIID to the State Constitution, which affect the ability of local governments to levy and collect both existing and future taxes, assessments, and property-related fees and charges. Proposition 218, which generally became effective on November 6, 1996, limited local governments’ authority to impose or increase property-related “fee” or “charge,” which is defined as “any levy other than an ad valorem tax, a special tax or an assessment, imposed by a local government upon a parcel or upon a person as an incident of property ownership, including user fees or charges for a property related service” (and referred to in this section as a “property-related fee or charge”).

Specifically, under Article XIIID, before a municipality may impose or increase any property-related fee or charge, the entity must give written notice to the record owner of each parcel of land affected by that fee or charge. The municipality must then hold a hearing upon the proposed imposition or increase at least 45 days after the written notice is mailed, and, if a majority of the property owners of the identified parcels present written protests against the proposal, the municipality may not impose or increase the property-related fee or charge.

Further, under Article XIIID, revenues derived from a property-related fee or charge may not exceed the funds required to provide the “property-related service” and the entity may not use such fee or charge for any purpose other than that for which it imposed the fee or charge.

The amount of a property-related fee or charge may not exceed the proportional cost of the service attributable to the parcel, and no property-related fee or charge may be imposed for a service unless that service is actually used by, or is immediately available to, the owner of the property in question.

In addition, Article XIIIC states that “the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge.

The power of initiative to affect local taxes, assessments, fees and charges shall be applicable to all local governments and neither the Legislature nor any local government charter shall impose a signature requirement higher than that applicable to statewide statutory initiatives.” Judicial Interpretation of Proposition 218. After Proposition 218 was enacted in 1996, appellate court cases and an Attorney General’s opinion initially indicated that fees and charges for water and wastewater services, which are based on the amount of services consumed, would not be considered property-related fees and charges, and thus not subject to the requirements of Article XIIID. However, numerous subsequent court cases have held that certain types of water and wastewater charges could be subject to the requirements of

42 Proposition 218. These cases include, for example, Capistrano Taxpayers Assoc., Inc. v. City of San Juan Capistrano (186 Cal. Rptr. 3d 362 (Cal. App. 4th Distr. 2015)), Bighorn-Desert View Water Agency v. Verjil (46 Cal. Rptr. 3d 73 (Cal. 2006)), and Howard Jarvis Taxpayers Assoc. v.

City of Fresno (26 Cal. Rptr. 3d 153 (Cal. App. 5th Distr. 2005)).

Under the Bighorn case, for example, the court held that under Article XIIIC, local voters could adopt an initiative measure that could reduce or repeal a local agency’s rates and charges, though it is not clear whether (and California courts have not decided whether) any such reduction or repeal by initiative would be enforceable in a situation in which such rates and charges are pledged to the repayment of bonds or other indebtedness, as is the case with respect to the Installment Payments securing the 2024 Bonds.

Under the City of San Juan Capistrano case, the court held that tiered or inclined rates that go up progressively in relation to usage must correspond to the actual cost of providing water service at each tier (level of usage), and accordingly the pricing for any tier cannot exceed the cost of service to that tier.

City’s Current Practice Regarding Rates and Charges. The City’s practice in implementing increases in water rates and charges has been to comply with the requirements of Article XIIID, including the practice of providing property owners with a 45-day mailed notice and public hearing before the City Council approves rate increases.

Conclusion. It is not possible to predict how courts will further interpret Article XIIIC and Article XIIID in future judicial decisions, and what, if any, further implementing legislation will be enacted. As noted above, under the Bighorn case, local voters could adopt an initiative measure that reduces or repeals the City’s rates and charges, though it is not clear whether (and California courts have not decided whether) any such reduction or repeal by initiative would be enforceable in a situation in which such rates and charges are pledged to the repayment of bonds or other indebtedness, as is the case with respect to the Installment Payments securing the 2024 Bonds. There can be no assurance that the courts will not further interpret, or the voters will not amend, Article XIIIC and Article XIIID to limit the ability of local agencies to impose, levy, charge and collect increased fees and charges for water, or to call into question previously adopted water rate increases.

Environmental Regulation
The supply of water by the City through the Water System is regulated, to a large extent, by the federal government and the State. Water treatment standards set forth in federal and State law control the operations of the Water System (and the wholesale water providers that supply water to the Water System) and mandate its use of technology. If the federal government, acting through the Environmental Protection Agency, or the State, acting through the Department of Health Services, or additional federal or State legislation, should impose stricter standards upon the Water System, the City’s expenses related to the Water System could increase accordingly and rates and charges would have to be increased to offset those expenses. See “Maintenance and Operation Costs; Third Party Sources of Water Supply” above.”
It is not possible to predict the direction which federal or State regulation will take with respect to water standards, although it is likely that both will impose more stringent standards with attendant higher costs.

43 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 sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or the Water System, or the administration of the 2024 Bonds.

The City is also reliant on other entities and service providers in connection with the operation of the Water System and the administration of the 2024 Bonds, including without limitation, the City’s wholesale water provider, the Trustee and the dissemination agent. No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

Initiative Measure Relating to Water Revenues
On February 1, 2023, the California Secretary of State announced that a ballot initiative, designated as Initiative 1935 and known as the “Taxpayer Protection and Government Accountability Act,” had received the required number of signatures to appear on the November 5, 2024 ballot.

If approved by a majority of voters casting a ballot at the November 5, 2024 Statewide election, Initiative 1935 would make numerous significant changes to Article XIII, XIIIA, XIIIC and XIIID of the California Constitution to further limit the authority of local governments, and electors via the initiative process, to adopt and impose taxes and fees. The full text of Initiative 1935 may be viewed at the website of the California Attorney General.

Among other things:
•Initiative 1935 would amend Article XIIIC to state that every levy, charge or exaction of any kind imposed by local law is either a “tax” or an “exempt charge,” and would amend the definition of “tax” added to Article XIIIC by Proposition 26 to state that “every levy, charge, or exaction of any kind imposed by a local law that is not an exempt charge” constitutes a tax. Initiative 1935 narrows the definition of “exempt charge” to mean a “reasonable charge for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the actual costs [as opposed to the reasonable costs] of providing the service or product to the payor.” “Exempt charges” also encompasses existing exceptions from the definition of “tax” added to Article XIIIC by Proposition 26. “Actual costs” is defined in Initiative 1935 to mean “the minimum amount necessary to reimburse the government for the cost of providing the service or product to the payor…where the amount charged is not used by the government for any purpose other than reimbursing that cost. In computing “actual cost” the maximum amount that may be imposed is the actual cost less all other sources of revenue including, but not limited to taxes, other exempt charges, grants, and state or federal funds received to provide such service or product.” Initiative 1935 would retain an exemption from the definition of “tax” for assessment, fees or charges which are subject to Article XIIID.
•Initiative 1935 would amend Article XIIIC to state that only the governing body of a local government, or an elector acting pursuant to the initiative power, has the

44 authority to impose an exempt charge, and that exempt charges must be imposed by an ordinance specifying the type of exempt charge and the amount or rate of the exempt charge to be imposed, and passed by the governing body, other than for certain exempt charges imposed for a specific health care service. In addition, Initiative 1935 would amend Article XIIIC to prohibit any amendment to a municipal charter which provides for the imposition, extension or increase of a tax or exempt charge from being submitted to or approved by the electors.
•Initiative 1935 would amend Article XIIIC to require the title, summary and ballot label or questions for measure providing for the imposition of a tax to include: (a) the type and amount or rate of the tax; (b) the duration of the tax; and (c) the proposed use of the revenue derived from the tax; and (d) if the proposed tax is a general tax, the phrase “for general government use.” In addition, no advisory measure may appear on the same ballot that would indicate that the revenue from the general tax will, could or should be used for specific purposes.
•Initiative 1935 would amend Article XIIIC to require that any special tax, whether proposed by the governing body or by an elector, be approved by a two-thirds vote of the electorate.
•Initiative 1935 would amend Article XIIIC to state that the local government bears the burden of proving by clear and convincing evidence (as opposed to a preponderance of the evidence) that: (a) a levy, charge or exaction is an exempt charge and not a tax; and (b) the amount of the exempt charge is reasonable and that the amount charged does not exceed the actual cost of providing the service or product to the payor.
•Initiative 1935 would amend Article XIIIC to state that any tax or exempt charge adopted after January 1, 2022, but prior to the effective date of Initiative 1935, which was not adopted in compliance with the requirements thereof is void 12 months after the effective date of Initiative 1935, if adopted, unless the tax or exempt charge is reenacted in compliance with the provisions of Initiative 1935.

The City cannot predict whether Initiative 1935 will be approved by a majority of voters casting a ballot at the November 5, 2024 Statewide election. If Initiative 1935 is approved, the City cannot provide any assurances as to the effect of the implementation or judicial interpretations of Initiative 1935 on the finances of the City.

Secondary Market for Bonds
There can be no guarantee that there will be a secondary market for the 2024 Bonds or, if a secondary market exists, that any 2024 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.

45 Future Parity Debt
As described in “SECURITY FOR THE 2024 BONDS – Parity Debt” above, the Installment Sale Agreement permits the City to issue Parity Debt in the future that is secured and payable on parity with the payment of the Installment Payments securing the 2024 Bonds.

In the event of a decline in Net Revenues available to pay the Installment Payments securing the 2024 Bonds, the existence of additional Parity Debt could adversely affect the City’s ability to timely pay the Installment Payments securing the 2024 Bonds.

TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 2024 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 2024 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 Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) that must be satisfied subsequent to the issuance of the 2024 Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The Authority and City have 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 2024 Bonds.

Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2024 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 2024 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 2024 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 2024 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2024 Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2024 Bonds who purchase the 2024 Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2024 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2024 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the

46 original offering to the public at the first price at which a substantial amount of such 2024 Bonds is sold to the public.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2024 Bond (said term being the shorter of the 2024 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 2024 Bond for purposes of determining taxable gain or loss upon disposition.

The amount of original issue premium on a 2024 Bond is amortized each year over the term to maturity of the 2024 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 2024 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 2024 Bonds.

California Tax Status. In the further opinion of Bond Counsel, interest on the 2024 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 2024 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 2024 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 2024 Bonds, or as to the consequences of owning or receiving interest on the 2024 Bonds, as of any future date. Prospective purchasers of the 2024 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 2024 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2024 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 2024 Bonds, the ownership, sale or disposition of the 2024 Bonds, or the amount, accrual or receipt of interest on the 2024 Bonds.

CERTAIN LEGAL MATTERS
Jones Hall, A Professional Law Corporation, Bond Counsel, will render an opinion with respect to the validity of the 2024 Bonds, the form of which opinion is set forth in APPENDIX E.

Certain legal matters will also be passed upon for the City by Jones Hall, as Disclosure Counsel and by the City Attorney. Certain legal matters will be passed upon for the Underwriter by its

47 counsel, ArentFox Schiff LLP, San Francisco, California. The fees of Bond Counsel, Disclosure Counsel and Underwriter’s counsel are contingent on the sale and closing of the 2024 Bonds.

NO MATERIAL LITIGATION
No litigation is pending or threatened concerning the validity of the 2024 Bonds. Neither the Authority nor the City is aware of any litigation pending or threatened questioning the political existence of the Authority or the City or contesting the City’s power to fix water rates and charges, or the power of the governing body of the Authority or the City Council or in any way questioning or affecting: (i) the proceedings under which the 2024 Bonds are to be issued; (ii) the validity of any provision of the 2024 Bonds, the Installment Sale Agreement or the Indenture; (iii) the pledge of Net Revenues under the Installment Sale Agreement or the pledge of Revenues under the Indenture; or (iv) the titles to office of the present members of the governing body of the Authority or the City Council.

There are a number of suits and claims pending against the City, which may include personal injury, wrongful death and other suits and claims against which the City may self- insure. The aggregate amount of the self-insured liabilities of the City which may result from such suits and claims will not, in the opinion of the City, materially impair the ability of the City to pay the Installment Payments securing the 2024 Bonds as they become due.

There is no litigation pending, with service of process having been accomplished, against the City which if determined adversely to the City would, in the opinion of the City, materially impair the ability of the City to pay the Installment Payments securing the 2024 Bonds as they become due.

RATING
S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC (“S&P”) has assigned its municipal bond rating of “___” to the 2024 Bonds. This rating reflects only the views of S&P, and an explanation of the significance of this rating, and any outlook assigned to or associated with this rating, should be obtained from S&P. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. The Authority has provided certain additional information and materials to S&P (some of which does not appear in this Official Statement). There is no assurance that this rating will continue for any given period of time or that this rating 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 any rating on the 2024 Bonds may have an adverse effect on the market price or marketability of the 2024 Bonds.

CONTINUING DISCLOSURE
The City will covenant for the benefit of owners of the 2024 Bonds to provide certain financial information and operating data by not later than nine months after the end of the City’s fiscal year, or March 31, of each year (based on the City’s current fiscal year-end of June 30), commencing March 31, 2025, with the report for the 2023-24 fiscal year (the “Annual Report”) and to provide notices of the occurrence of certain listed events.

48 These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events by the City is set forth in “APPENDIX C – Form of Continuing Disclosure Certificate.” The City has previously entered into continuing disclosure undertakings under the Rule in connection with the issuance of long-term obligations and has not, in the past five years, failed to comply in all material respects with such undertakings.

UNDERWRITING
Siebert Williams Shank & Co., LLC, as underwriter of the 2024 Bonds (the “Underwriter”), has agreed to purchase the 2024 Bonds from the Authority at a purchase price of $______________ which represents the aggregate principal amount of the 2024 Bonds, plus/less [net] original issue premium/discount of $___________, less underwriter’s discount of $_________.

The purchase contract under which the Underwriter is purchasing the 2024 Bonds provides that the Underwriter will purchase all of the 2024 Bonds if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in the purchase contract.

The public offering prices of the 2024 Bonds may be changed from time to time by the Underwriter. The Underwriter may offer and sell the 2024 Bonds to certain dealers and others at a price lower than the offering price stated on the cover page of this Official Statement.

MUNICIPAL ADVISOR
The Authority has retained PFM Financial Advisors LLC, as its municipal advisor (the “Municipal Advisor”) in connection with the authorization and delivery of the 2024 Bonds. The Municipal Advisor assumes no responsibility for the information, covenants and representations contained in any of the legal documents with respect to the federal income tax status of the 2024 Bonds, or the possible impact of any present, pending or future actions taken by any legislative or judicial bodies.

49 EXECUTION
The execution of this Official Statement and its delivery have been authorized by the governing body of the Authority and the City Council of the City.

PLEASANTON JOINT POWERS

FINANCING AUTHORITY
By:

Executive Director

CITY OF PLEASANTON
By:

City Manager

APPENDIX A

SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS

APPENDIX B

AUDITED FINANCIAL STATEMENTS OF THE CITY
FOR FISCAL YEAR ENDED JUNE 30, 2023

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APPENDIX C

FORM OF CONTINUING DISCLOSURE CERTIFICATE
$__________

PLEASANTON JOINT POWERS FINANCING AUTHORITY
2024 WATER REVENUE BONDS
This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the City of Pleasanton (the “City”) in connection with the issuance of the above- captioned bonds (the “2024 Bonds”). The 2024 Bonds are being issued by the Pleasanton Joint Powers Financing Authority (the “Authority”) under an Indenture of Trust dated as of June 1, 2024 (the “Indenture”) by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The City covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the 2024 Bonds and in order to assist the Participating Underwriter in complying with the Rule (defined herein).

Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4.
“Annual Report Date” means the date that is nine months after the end of the City’s fiscal year (currently March 31 based on the City’s fiscal year end of June 30). “Dissemination Agent” means, initially, the City, 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). “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 2024 Bonds.
“Participating Underwriter” means any original underwriter of the 2024 Bonds required to comply with the Rule in connection with offering of the 2024 Bonds. “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.

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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 March 31, 2025, with the report for the 2023-24 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. 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; 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 a timely manner as required by the Rule, in an electronic format as prescribed by the MSRB a notice to such effect. (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) Audited financial statements of the City 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 the City’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements 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) To the extent not contained in the audited financial statements filed under the preceding clause (a), the Annual Report shall contain information showing the following:

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(i) A schedule of water rates in effect as of the close of the preceding fiscal year, by classification of customer; in substantially the form of Table 5 and Table 6 in the Official Statement;
(ii) Net Revenues received by the City during the preceding fiscal year and the amount by which such Net Revenues provides coverage for the payments of debt service coming due in such fiscal year with respect to the Installment Payments securing the 2024 Bonds and any other Parity Debt, in substantially the form of Table 10 in the Official Statement;
(iii) A description of any additional indebtedness incurred during the most recently-completed fiscal year that is payable from Net Revenues on a parity or subordinate basis with the Installment Payments securing the 2024 Bonds; (iv) Customer information, for the most recently ended fiscal year only, in substantially the form of Table 3 in the Official Statement; and (v) Water System top ten customer information in substantially the form of Table 4 in the Official Statement.
(c) 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.
(d) 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.

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 2024 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.

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(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.

Note: For the purposes of the event identified in subparagraph (12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governmental 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. (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.
(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 definition of “financial obligation,” see Section 6(c)). (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 definition of “financial obligation,” see Section 6(c)).
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, and, if the Listed Event is described in subsections (a)(2), (a)(6), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) above, the City determines that knowledge of the occurrence of that Listed Event would be material under applicable Federal securities law, 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 the Listed Events described in subsection (a)(8) above

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need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected 2024 Bonds under the Indenture. (c) 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 2024 Bonds. If such termination occurs prior to the final maturity of the 2024 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, engage or change 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. 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 the City with respect to the 2024 Bonds, or type of business conducted; (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 2024 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 2024 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 2024 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.

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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 2024 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. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent (if other than the City), the Participating Underwriter and the holders and beneficial owners from time to time of the 2024 Bonds, and shall create no rights in any other person or entity.

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Section 13. 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: __________, 2024

CITY OF PLEASANTON
By
Name:_____________
Title:_____________
ACCEPTED AND AGREED:
_________________,
As Dissemination Agent
By
Authorized Representative

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APPENDIX D

GENERAL INFORMATION ABOUT THE CITY OF PLEASANTON

AND THE COUNTY OF ALAMEDA
The following information concerning the County of Alameda (the “County”) and the City of Pleasanton (the “City”) is included only for the purpose of supplying general information regarding the region in which the Water System is located. The 2024 Bonds are not a debt of the County, the City, the State of California (the “State”) or any of its political subdivisions, and neither the County, the City, the State nor any of its political subdivisions is liable therefor. The City and the Underwriter take no responsibility for the accuracy or completeness of such information.

General
The City. The City was incorporated on June 18, 1894. The City’s history has been shaped largely by its geographic location, from its days as a stop on the transcontinental railroad to its modern-day position as a center of commerce at the intersection of interstate freeways 580 and 680. The City enjoys a rich blend of historic turn-of-the-century charm and vital modern facilities that provide the quality of life and economic well-being desired by residents and businesses. This successful balance has been achieved through the City’s active and involved citizenry, strong community leadership and committed City government.

The City occupies a land area of 24.2 square miles and serves a residential population of 76,459. The City is a full-service general law city providing police, fire, sewer, water, street, parks, support services, economic development, community development (planning, building and inspection services), community services (recreation, sports, senior center, preschool, etc.) and library services.

The City operates under the Council-Manager form of government, with four Council members elected to represent specific districts by City residents within such districts for staggered four-year terms and the Mayor elected at-large by all City residents for a two-year term. The City Council appoints the City Manager and the City Attorney. The City Manager is responsible for carrying out the policies and ordinances of the City Council, for overseeing the day-to-day operations of the City and appointing department directors.

The County. The County is located on the east side of the San Francisco Bay, extending to the City of Albany on the north, the City of Fremont on the south, and to the City of Livermore on the east, and is approximately ten miles west of San Francisco. Automobile access to San Francisco is provided by the San Francisco-Oakland Bay Bridge.

The northern part of the County has direct access to San Francisco Bay and the City of San Francisco. It is highly diversified with residential areas, active commercial areas, traditional heavy industry, the University of California at Berkeley, the Port of Oakland, and sophisticated manufacturing, computer services and biotechnology firms. The middle of the County is also highly developed including older established residential and industrial areas. The southeastern corner of the County, including the cities of Pleasanton and Livermore, has seen strong growth in residential development and manufacturing. Many high-tech firms have moved from neighboring Silicon Valley in Santa Clara County to the County.

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Population
The following table lists population estimates for the City, the County and the State for the last five years, as of January 1 each year.

CITY OF PLEASANTON, COUNTY OF ALAMEDA, STATE OF CALIFORNIA Population Estimates
Years 2019 through 2023, as of January 1
Year
City of
Pleasanton
Alameda
County
State of
California
2019 78,840 1,659,608 39,605,361
2020 78,654 1,663,114 39,648,938
2021 79,174 1,663,371 39,286,510
2022 77,524 1,644,248 39,078,674
2023† 76,459 1,636,194 38,940,231
† Most recent annual data available.

Source: California Department of Finance, Demographic Research Unit.

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Industry and Employment
The City is included in the Oakland-Hayward-Berkeley Metropolitan Division (“MD”). The unemployment rate in the Oakland-Hayward-Berkeley MD was 5.0 percent in February 2024, unchanged from a revised 5.0 percent in January 2024, and above the year-ago estimate of 3.8 percent. This compares with an unadjusted unemployment rate of 5.6 percent for California and

4.2 percent for the nation during the same period. The unemployment rate was 4.9 percent in Alameda County, and 5.0 percent in Contra Costa County.

The table below provides information about employment by industry type for Alameda County for calendar years 2018 through 2022 (the most recent annual data available).

OAKLAND-FREMONT-HAYWARD MD
(Alameda and Contra Costa Counties)
Civilian Labor Force, Employment and Unemployment
March 2023 benchmark
2019 2020 2021 2022 2023†
Civilian Labor Force (1) 1,401,500 1,364,400 1,354,000 1,367,400 1,376,700 Employment 1,359,000 1,242,300 1,270,000 1,320,400 1,320,300 Unemployment 42,500 122,100 84,000 47,100 56,400
Unemployment Rate 3.0% 9.0% 6.2% 3.4% 4.1%
Wage and Salary Employment: (2)
Agriculture 1,400 1,500 1,700 1,900 1,900
Mining and Logging 200 200 200 300 300
Construction 75,600 71,100 74,300 75,400 75,100
Manufacturing 101,000 98,700 106,000 112,300 111,900
Wholesale Trade 45,400 42,100 41,100 41,500 41,400
Retail Trade 112,000 101,500 105,300 106,200 105,600
Transportation, Warehousing, Utilities 43,700 45,200 49,500 54,500 54,400 Information 27,600 25,600 24,700 25,000 24,200
Finance and Insurance 37,200 35,900 34,800 33,600 32,300 Real Estate and Rental and Leasing 18,100 16,800 17,200 18,400 18,400 Professional and Business Services 193,200 184,900 190,700 195,500 189,500 Educational and Health Services 198,400 191,300 198,500 205,800 216,500 Leisure and Hospitality 121,000 84,700 92,500 108,300 112,100 Other Services 41,200 33,100 35,600 39,200 41,300
Federal Government 13,400 14,200 13,400 13,100 13,300
State Government 39,600 38,200 35,900 33,100 33,700
Local Government 121,800 113,500 111,800 115,200 118,000 Total, All Industries (3) 1,190,700 1,098,500 1,133,200 1,179,100 1,189,900 † Most recent annual data available.
(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) Calculations may not foot due to rounding.

Source: State of California Employment Development Department.

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Principal Employers
The following table lists the principal employers within the City for fiscal year 2022-23.

CITY OF PLEASANTON
Principal Employers
Fiscal Year 2022-23
Employer Name
No. of
Employees
Workday Inc. 5,548
Kaiser Foundation Hospitals 3,549
Roche Molecular Systems Inc. 927
Stanford Healthcare - Valleycare 896
Oracle America Inc. 882
Veeva Systems Inc. 858
Thermo Fisher 579
10X Genomics 560
Ice Mortgage Technology Inc. 556
Blume Global Inc. 500
Clorox Services Company 466
Abbott 383
Tekion Corp. 374
Sensiba San Filippo LLP 331
Blackhawk Network Inc. 315
Source: City of Pleasanton.

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The following table lists, in alphabetical order, the largest manufacturing and non- manufacturing employers within the County as of April 2024.

COUNTY OF ALAMEDA
Major Employers
As of April 2024
(In Alphabetical Order)
Employer Name Location Industry
Alameda County Law Enforcement Oakland Government Offices-County Alameda County Sheriff's Dept San Leandro Government Offices-County Alameda County Sheriff's Ofc Oakland Sheriff
Alameda Health System Oakland Health Care Management
Alta Bates Summit Med Ctr Alta Berkeley Hospitals
BART PD Oakland Transit Lines
California State Univ East Bay Hayward Schools-Universities Colleges Cooper Vision Inc Pleasanton Optical Goods-Wholesale
Dell EMC Pleasanton Computer Storage Devices (mfrs)
East Bay Muni Utility Dist Oakland Water & Sewage Companies-Utility Kaiser Permanente Oakland Med Oakland Hospitals
Lawrence Berkeley Lab Berkeley Laboratories-Research & Development Lawrence Livermore Natl Lab Livermore University-College Dept/Facility/Office Peoplesoft Inc Pleasanton Computer Software-Manufacturers Ross Stores Inc Dublin Department Stores
San Francisco Bay Area Rapid Transit Oakland Transit Lines Transportation Dept-California Oakland Government Offices-State UCSF Benioff Children's Hosp Oakland Hospitals
University of Ca-Berkeley Berkeley University-College Dept/Facility/Office University-Ca-Berkeley Dept Berkeley University-College Dept/Facility/Office Valley Care Health System Livermore Health Services
Washington Hospital Healthcare Fremont Health Care Management Western Digital Corp Fremont Computer Storage Devices (mfrs) Source: State of California Employment Development Department, extracted from The America's Labor Market Information System (ALMIS) Employer Database, 2024 2nd edition.

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Effective Buying Income
“Effective Buying Income” is defined as personal income less personal tax and nontax 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), nontax 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 2020 through 2024.

CITY OF PLEASANTON, ALAMEDA COUNTY,

STATE OF CALIFORNIA AND UNITED STATES

EFFECTIVE BUYING INCOME
As of January 1, 2020 through 2024
Year Area
Total Effective
Buying Income
(000’s Omitted)
Median Household
Effective
Buying Income
2020 City of Pleasanton $5,082,072 $125,693
Alameda County 72,243,436 84,435
California 1,243,564,816 65,870
United States 9,487,165,436 55,303
2021 City of Pleasanton $5,425,707 $132,596
Alameda County 77,794,202 88,389
California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of Pleasanton $5,725,339 $146,316
Alameda County 85,225,529 99,940
California 1,452,426,153 77,058
United States 11,208,582,541 64,448
2023 City of Pleasanton $5,398,638 $140,128
Alameda County 80,766,211 98,721
California 1,461,799,662 77,175
United States 11,454,846,397 65,326
2024 City of Pleasanton $5,491,570 $143,270
Alameda County 84,213,255 101,689
California 1,510,708,521 80,973
United States 11,987,185,826 67,876
Source: Claritas, LLC.

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Commercial Activity
A summary of historic taxable sales within the City and the County during the past five years in which data is available is shown in the following tables.

Total taxable sales during the first three quarters of calendar year 2023 in the City were reported to be $1,549,702,131, a 3.21% decrease over the total taxable sales of $1,601,121,125 reported during the first three quarters of calendar year 2022.

CITY OF PLEASANTON
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
2018 2,204 $1,384,499 3,567 $1,977,357
2019 2,258 1,364,391 3,702 2,020,320
2020 2,193 1,034,757 3,689 1,603,974
2021 2,007 1,353,697 3,406 1,978,075
2022 1,917 1,463,194 3,344 2,187,067
Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax).

Total taxable sales during the first three quarters of calendar year 2023 in the County were reported to be $30,765,088,037, a 4.80% decrease over the total taxable sales of $32,314,885,064 reported during the first three quarters of calendar year 2022.

COUNTY OF ALAMEDA
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
2018 27,816 $22,857,349 47,402 $35,073,302
2019 28,375 21,882,886 49,197 35,040,749
2020 28,831 19,626,570 50,461 31,781,794
2021 26,964 22,613,147 47,565 37,893,682
2022 27,017 23,795,623 48,059 44,051,761
Source: State Department of Tax and Fee Administration.

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Construction Activity
Construction activity in the City and the County for the past five years for which data is available is shown in the following tables.

CITY OF PLEASANTON
Building Permit Valuation
(Dollars in Thousands)(1)
2018 2019 2020 2021 2022
Permit Valuation
New Single-family $20,474.3 $45,430.1 $22,062.4 $22,518.4 $42,740.5 New Multi-family 7,089.6 3,970.4 0.0 0.0 0.0
Res. Alterations/Additions 24,457.8 20,954.0 15,972.0 23,631.9 19,384.5 Total Residential 52,021.7 70,354.5 38,034.4 46,150.3 62,125.0 New Commercial 551,547.4 21,650.0 849.7 89,095.9 4,477.0 New Industrial 302,121.2 0.0 0.0 0.0 0.0
New Other 89,686.1 3,773.5 3,621.5 8,828.4 9,299.6
Com Alterations/Additions 819,040.7 72,392.1 52,520.0 63,817.8 91,226.3 Total Nonresidential 1,762,395.4 97,815.6 56,991.2 161,742.1 105,002.9 New Dwelling Units
Single Family 40 88 27 41 56
Multiple Family 56 31 0 0 0
TOTAL 96 119 27 41 56
(1) Totals may not foot due to rounding.

Source: Construction Industry Research Board, Building Permit Summary.

ALAMEDA COUNTY
Building Permit Valuation
(Dollars in Thousands)(1)
2018 2019 2020 2021 2022
Permit Valuation
New Single-family $689,530.0 $675,129.8 $394,500.3 $407,585.0 $339,046.4 New Multi-family 1,431,985.0 782,536.4 722,038.0 829,822.2 795,917.3 Res. Alterations/Additions 469,158.5 512,409.9 293,866.8 222,971.3 323,712.1 Total Residential 2,590,673.5 1,970,076.1 1,410,405.1 1,460,378.5 1,458,675.8 New Commercial 551,547.4 718,569.0 238,516.5 312,914.6 268,498.1 New Industrial 302,121.2 5,638.5 0.0 600.0 33,740.8
New Other 89,686.1 78,049.8 131,447.0 110,817.0 120,294.6 Com Alterations/Additions 819,040.7 992,668.1 628,230.5 892,656.8 993,782.1 Total Nonresidential 1,762,395.4 1,794,925.4 998,194.0 1,316,988.4 1,416,315.6 New Dwelling Units
Single Family 1,867 1,871 1,152 1,589 1,175
Multiple Family 6,540 4,145 2,610 4,494 3,366
TOTAL 8,407 6,016 3,762 6,083 4,541
(1) Totals may not foot due to rounding.

Source: Construction Industry Research Board, Building Permit Summary.

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APPENDIX E

FORM OF OPINION OF BOND COUNSEL
[Closing Date]
Pleasanton Joint Powers Financing Authority
P.O. Box 520
Pleasanton, California 94566
OPINION:$___________ Pleasanton Joint Powers Financing Authority 2024 Water Revenue Bonds
Members of the Authority:

We have acted as bond counsel to the Pleasanton Joint Powers Financing Authority (the “Authority”) in connection with the issuance by the Authority of its Pleasanton Joint Powers Financing Authority 2024 Water Revenue Bonds in the aggregate principal amount of $___________ (the “Bonds”), under an Indenture of Trust dated as of June 1, 2024 (the “Indenture”), between the Authority and U.S. Bank Trust Company, National Association, as trustee, and under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”).

The Bonds are secured by Revenues as such term is defined in the Indenture, including installment payments (the “Installment Payments”) made by the City of Pleasanton (the “City”) under an Installment Sale Agreement dated as of June 1, 2024 (the “Installment Sale Agreement”) between the Authority and the City.

We have examined 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 and the City contained in the Indenture, the Installment Sale Agreement and in the certified proceedings, and upon other certifications furnished to us, without undertaking to verify the same by independent investigation.

Based upon our examination we are of the opinion, under existing law, that:

1. The Authority is a joint powers agency duly organized and existing under the laws of the State of California, with power to enter into the Indenture, to perform the agreements on its part contained therein and to issue the Bonds.

2. The Bonds have been duly issued by the Authority and constitute legal, valid and binding special obligations of the Authority enforceable in accordance with their terms.

3. The Indenture and the Installment Sale Agreement have been duly authorized, executed and delivered by the Authority and constitute legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms.

4. The Indenture establishes a valid lien on and security interest in the Revenues and other funds pledged thereby for the security of the Bonds, in accordance with the terms of the Indenture.

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5. The City is a municipal corporation duly organized and existing under the laws of the State of California, with power to enter into the Installment Sale Agreement and to perform the agreements on its part contained therein. The Installment Sale Agreement has been duly approved by the City and constitutes a legal, valid and binding obligation of the City enforceable against the City in accordance with its terms. The Installment Sale Agreement establishes a valid lien on and security interest in the Net Revenues of the Water System and other funds pledged thereby for the security of the Installment Payments, in accordance with the terms of the Installment Sale Agreement.

6. 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, which must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Authority and the City have covenanted in the Indenture, the Installment Sale Agreement and in other instruments relating to the Bonds to comply with each of such requirements, and the Authority and the City have full legal authority to make and comply with such covenants. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds.

7. Interest on the Bonds is exempt from California personal income taxation.

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, the Indenture and the Installment Sale Agreement may be subject to bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of 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. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or any court; rather, our opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,
A Professional Law Corporation

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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, and neither the City nor the Underwriter take responsibility for the accuracy thereof.

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 (hereinafter, 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 issue of the Securities, each in the aggregate principal amount of such issue, 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

F-2
dealers, banks, trust 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 has a Standard & Poor’s rating of AA+.

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. The information contained on this Internet site is not incorporated herein by reference.

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 shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

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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 Issuer as soon 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. Redemption proceeds, distributions, and dividend 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 Issuer or 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, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time.

Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or 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.