Redondo Beach City Council
October 13, 2026

Nossaman Draft September 2, 2026

FISCAL AGENT AGREEMENT
by and between the

CITY OF REDONDO BEACH
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent

Dated as of [November] 1, 2026

Relating to
$[PAR AMOUNT]

CITY OF REDONDO BEACH, CALIFORNIA
GENERAL OBLIGATION BONDS (MEASURE FP PUBLIC SAFETY IMPROVEMENTS), SERIES 2026

TABLE OF CONTENTS
Page
Article I DEFINITIONS 3
Section 1.01 Definitions 3
Article II THE BONDS 5
Section 2.01 Authorization and Designation 5
Section 2.02 The Bonds 5
Section 2.03 Form and Registration of Bonds 7
Section 2.04 Execution and Authentication of Bonds 7
Section 2.05 Book-Entry System 7
Section 2.06 Transfer of Bonds upon Termination of Book-Entry System 8 Section 2.07 Exchange of Bonds 9
Section 2.08 Bond Register 9
Article III ISSUANCE OF THE BONDS 9
Section 3.01 Delivery of Bonds 9
Section 3.02 Application of Proceeds of Sale of Bonds 9 Section 3.03 Investment of Funds 10
Article IV REDEMPTION OF THE BONDS 11
Section 4.01 Redemption of Bonds 11
Section 4.02 Notice of Redemption 12
Section 4.03 Defeasance of Bonds 14
Article V OTHER COVENANTS 15
Section 5.01 Payment of Principal and Interest 15
Section 5.02 Obligation to Levy Taxes for Payment of Bonds 15 Section 5.03 Further Assurances 15
Section 5.04 Tax Covenants 16
Section 5.05 Validity of Bonds 16
Article VI THE FISCAL AGENT 16
Section 6.01 Appointment; Acceptance; Designated Office 16 Section 6.02 Resignation, Removal, Replacement of Fiscal Agent 17 Section 6.03 Protection of Fiscal Agent 17
Section 6.04 Reliance on Documents, Etc 17
Section 6.05 Recitals of City 18
Section 6.06 Fiscal Agent May Own Bonds 18
Section 6.07 Money Held by Fiscal Agent; Unclaimed Moneys 18 Section 6.08 Other Transactions 19
Section 6.09 Interpleader 19
Section 6.10 Indemnification 19
Section 6.11 Instructions to Fiscal Agent 19
Article VII MODIFICATIONS OR AMENDMENTS 20
Section 7.01 Supplemental Fiscal Agent Agreements with Consent of Owners 20 Section 7.02 Supplemental Fiscal Agent Agreements Effective Without Consent of Owners 20 Section 7.03 Effect of Supplemental Fiscal Agent Agreement 21 Article VIII MISCELLANEOUS 21
Section 8.01 Counterparts 21
Section 8.02 Continuing Disclosure 21
Section 8.03 Notices 21
Section 8.04 Governing Law 22
EXHIBIT A FORM OF BOND A-1
exhibit b requisition no. [ ] B-1

FISCAL AGENT AGREEMENT
This FISCAL AGENT AGREEMENT (this “Fiscal Agent Agreement”) is made and entered into as of [November] 1, 2026, by and between the CITY OF REDONDO BEACH (the “City”), a municipal corporation duly organized and existing under its charter and the Constitution and laws of the State of California, and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as paying agent, registrar and fiscal agent (the “Fiscal Agent”).

WITNESSETH:

WHEREAS, a duly called election was held and conducted in the City on November 5, 2024 (the “Bond Election”), and thereafter canvassed pursuant to law at which the following bond proposition (“Measure FP”) summarized as follows was submitted to the electors of the City:

MEASURE FP
“To recruit/retain qualified firefighters/paramedics/police, improve Redondo Beach’s ability to provide fire/police protection and 911 response, help keep Redondo Beach safe by repairing/replacing/upgrading deteriorated fire/police stations/facilities, including removing asbestos and mold, shall Redondo Beach’s measure authorizing $93,350,000 in bonds at legal rates, levying on average $17.45 per $100,000 of assessed valuation, generating approximately $6,280,000 annually while bonds are outstanding, requiring oversight, spending disclosure, and all funds spent locally, be adopted?”; and WHEREAS, passage of Measure FP required a two-thirds affirmative vote of the votes cast therein, and more than two thirds of the votes on said measure were cast in favor of issuing said bonds; and WHEREAS, the City Council (the “City Council”) of the City has determined that the City needs to finance the costs of acquisition, construction, reconstruction, rehabilitation and/or replacement of the City’s police and fire facilities (collectively, the “Improvements”), including all work, facilities and expenditures necessary and incidental for the Improvements, including but not limited to the costs of design, engineering, architecture and other professional services, inspections, site preparation, utilities, landscaping, construction management and other planning and permitting, legal, accounting and similar costs, a customary construction contingency, demolition and disposal of existing structures, rental or construction of storage facilities and other space on an interim basis for materials and other equipment and furnishings displaced during construction, addressing unforeseen conditions revealed by construction or renovation, and other improvements in compliance with applicable building codes and other law, including the Americans with Disabilities Act (42 U.S.C. Sections 12101 et seq.), costs of the Bond Election, bond issuance costs, project administration during the duration of such projects, and financing and interest costs necessary or convenient for the foregoing purposes, as provided for in Measure FP and desires to issue its City of Redondo Beach, California General Obligation Bonds (Measure FP Public Safety Improvements), Series 2026, in the aggregate principal amount not to exceed $93,350,000 (the “Bonds”), in a single tax-exempt series; and WHEREAS, the City is authorized to issue the Bonds and to sell the Bonds on a competitive public sale basis pursuant to the Bond Election and applicable provisions of the following (referred to collectively herein as the “Bond Law”): (a) the Constitution and laws of the State of California, including without limitation the provisions of Article 1 of Chapter 4 of Division 4 of Title 4 of the California Government Code (the “Government Code”), and the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code; (b) the City Charter; (c) Resolution No. CC-2407-060, entitled “A Resolution of the City Council of the City of Redondo Beach Determining that the Public Interest and Necessity Demand the Acquisition, Construction, Reconstruction, Rehabilitation or Replacement of Municipal Improvement Projects Constituting Public Infrastructure of the City, and Their Financing Through the Issuance of General Obligation Bonds,” adopted by the City Council at a meeting held July 30, 2024; (d) Ordinance No. 3274-24, entitled “An Ordinance of the City of Redondo Beach Ordering the Submission of a Proposition Incurring Bonded Indebtedness to the Qualified Voters of the City of Redondo Beach at the Statewide General Election to be Held on November 5, 2024, for the Purpose of Financing the Costs of the Acquisition, Construction, Reconstruction, Rehabilitation or Replacement of Certain Municipal Improvement Projects Constituting Public Infrastructure of the City,” adopted by the City Council at a meeting held on August 6, 2024; and (e) Resolution No. CC-26__, entitled “A Resolution of the City Council of the City of Redondo Beach Authorizing and Directing the Issuance and Sale of Not to Exceed $93,350,000 Aggregate Principal Amount of City of Redondo Beach, California General Obligation Bonds (Measure FP Public Safety Improvements), Series 2026, and Approving Other Related Actions in Connection Therewith,” adopted by the City Council at a meeting held on [October 13], 2026 (the “Bond Resolution”); and WHEREAS, the City has found and determined, and by execution hereof so represents that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the issuance of the Bonds and the execution and entering into of this Fiscal Agent Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Fiscal Agent Agreement; NOW, THEREFORE, in order to provide for the payment of the Bonds and the performance and observance by the City of all the covenants, agreements and conditions herein; and in consideration of the mutual covenants and agreements contained herein, and for other valuable consideration to all parties, the City and the Fiscal Agent hereby agree as follows:

DEFINITIONS
Definitions
. Unless the context otherwise requires, the terms defined in this Section 1.01 shall, for all purposes hereof and of any amendment hereof or supplement hereto and of the Bonds and of any certificate, opinion, request or other document mentioned herein or therein, have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein:
“Authorized Representative” means the Mayor of the City, or such other member of the City Council as the Mayor may designate, the City Manager, the Finance Director, the City Treasurer, or such other officer of the City as any such officer may designate, acting with the authority on behalf of the City. “Bond Election” has the meaning ascribed to such term in the recitals of this Fiscal Agent Agreement. “Bond Fund” means the Bond Fund of the City administered and maintained by the Fiscal Agent and established pursuant to the Bond Resolution. “Bond Law” has the meaning ascribed to such term in the recitals of this Fiscal Agent Agreement. “Bondowner” or “Owner” means the person in whose name any Bond shall be registered. “Bond Resolution” has the meaning ascribed to such term in the recitals of this Fiscal Agent Agreement. “Bonds” means the City of Redondo Beach, California General Obligation Bonds (Measure FP Public Safety Improvements), Series 2026, in the aggregate principal amount of [PAR AMOUNT], issued pursuant to the Bond Law and this Fiscal Agent Agreement. “Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday in the State of California, (b) a day on which banking institutions in the State of California, or in any state in which the office of the Fiscal Agent is located, are required or authorized by law (including executive order) to close, or (c) a day on which the New York Stock Exchange is closed. “Capital Project Fund” means the Capital Project Fund of the City maintained and administered by the Fiscal Agent, established pursuant to the Bond Resolution. “City” means the City of Redondo Beach, located in the County of Los Angeles. “City Council” means the City Council of the City of Redondo Beach. “Code” means the Internal Revenue Code of 1986, as the same shall be hereafter amended, and any regulations heretofore issued or which shall be hereafter issued by the United States Department of the Treasury thereunder. “Continuing Disclosure Agreement” means that certain Continuing Disclosure Agreement executed and delivered by the City and U.S. Bank Trust Company, National Association, dated as of [November] 1, 2026, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “Costs of Issuance Account” means the account by that name within the Capital Project Fund maintained and administered by the Fiscal Agent and established pursuant to the Bond Resolution. “Defeasance Securities” means (i) direct, non-callable obligations of the United States Treasury; (ii) direct non-callable and non-prepayable obligations which are unconditionally guaranteed by the United States of America as to full and timely payment of principal and interest; (iii) non-callable, non-prepayable coupons from the above securities which are stripped pursuant to United States Treasury programs; (iv) non-callable and non-prepayable (or irrevocably called to a specified redemption date) refunded municipal bonds that are backed by an escrow funded with obligations of or guaranteed by the United States of America; (v) Resolution Funding Corporation (REFCORP) securities consisting of interest components stripped by the Federal Reserve Bank of New York; (vi) United States State and Local Government Securities (SLGS); and (vii) the following non-callable, non-prepayable obligations of federal government-sponsored agencies that are not backed by the full faith and credit of the U.S. Government: Federal Home Loan Bank, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Tennessee Valley Authority, Farm Credit System, Washington Metropolitan Area Transit Authority, United States Import-Export Bank, United States Department of Housing and Urban Development, Farmers Home Administration, General Services Administration and United States Maritime Administration (provided such agency security has a rating when purchased at the same level as obligations of the United States Treasury). “DTC” means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York, and its successors as securities depository for the Bonds, including any such successor appointed hereunder. “Fiscal Agent” means U.S. Bank Trust Company, National Association, as initial paying agent, registrar, and fiscal agent with respect to the Bonds, its successors and assigns and any other corporation or association which may at any time be substituted in its place as provided in Section 6.02. “Fiscal Agent Agreement” means this agreement, by and between the City and the Fiscal Agent. “General Fund” means the general fund of the City.
“Interest Payment Date” means each March 1 and September 1 until the Bonds are paid in full. The first Interest Payment Date is [March 1, 2027]. “Investment Agreement” has the meaning ascribed to such term in Section 3.03(b). “Opinion of Bond Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the City. “Project Account” means the account by that name within the Capital Project Fund maintained and administered by the Fiscal Agent and established pursuant to the Bond Resolution. “Record Date” means the 15th day of the month preceding any Interest Payment Date. The first Record Date is [February 15, 2027]. “Redemption Date” has the meaning ascribed to such term in Section 4.02(a). “Tax Certificate” means the Tax Certificate concerning certain matters pertaining to the use of proceeds of the Bonds, executed and delivered by the City on the date of issuance of the Bonds, including all exhibits attached thereto, as such certificate may from time to time be modified or supplemented in accordance with the terms thereof “Written Order of the City” or “Written Request of the City” means an instrument in writing, signed by an Authorized Representative in writing for the purpose of providing any order or request by or on behalf of the City.

THE BONDS
Authorization and Designation
. The Bonds shall be issued for, and the proceeds of sale thereof shall be used exclusively for, the purposes approved by the voters of the City in the Bond Election. The Bonds shall be issued by the City under and subject to the terms of the Bond Resolution, this Fiscal Agent Agreement and the Bond Law, and shall be issued in a single tax-exempt series. The Bonds shall be issued in fully registered form, without coupons.

The Bonds
. The Bonds in the aggregate principal amount of $[PAR AMOUNT] are issued under this Fiscal Agent Agreement, upon terms further described below in this Section 2.02:

Date of Bonds. The Bonds shall be dated as of the date of issuance thereof, expected to be [CLOSING DATE], 2026.

Denominations of Bonds. The Bonds shall be issued in denominations of $5,000 principal amount or any integral multiple thereof.

Payment of Principal. The Bonds shall mature September 1 in each of the years and principal amounts and bear interest at the annual rates of interest shown below:

Maturity (September 1)
Principal Amount
Interest Rate
Yield
Price
c
$_________ ___% Term Bonds due September 1, 20__ – Yield ____% – Price _____ $_________ ___% Term Bonds due September 1, 20__ – Yield ____% – Price _____ _______________
c Priced to call at par on September 1, 20__.

The principal and any redemption premium of the Bonds shall be payable in lawful money of the United States of America to the Owner thereof, upon the surrender thereof at the office of the Fiscal Agent designated for the purpose pursuant to Section 6.01(b), on or after the maturity date thereof or upon redemption prior to maturity.

Interest on the Bonds. The Bonds shall bear interest at the respective rates shown in the table in paragraph (c) above, payable each March 1 and September 1, commencing [March 1, 2027], until payment of the principal amount thereof. Each Bond authenticated and registered on any date on or prior to the close of business on the first Record Date shall bear interest from the date of said Bond. Each Bond authenticated during the period between any Record Date and the close of business on its corresponding Interest Payment Date shall bear interest from such Interest Payment Date. Any other Bond shall bear interest from the Interest Payment Date immediately preceding the date of its authentication. If, at the time of authentication of any Bond, interest is in default on any outstanding Bonds, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on the outstanding Bonds. Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Payment of Interest. The interest on the Bonds shall be payable in lawful money to the person or entity whose name appears on the bond registration books of the Fiscal Agent as the Owner thereof as of the close of business on the applicable Record Date for each Interest Payment Date whether or not such day is a Business Day. Payment of the interest on any Bond shall be made by check mailed by first class mail on each Interest Payment Date, whether or not such day is a Business Day, to such Owner at such Owner’s address as it appears on such registration books or at such address as the Owner may have filed with the Fiscal Agent for that purpose on or before a Record Date; or upon written request of the Owner of Bonds aggregating not less than $1,000,000 in principal amount, given no later than the Record Date immediately preceding the applicable Interest Payment Date, by wire transfer in immediately available funds to an account maintained in the United States at such wire address as such Owner shall specify in its written notice. So long as Cede & Co. or its registered assigns shall be the registered owner of any of the Bonds, payment shall be made thereto by wire transfer as provided in Section 2.06.

Form and Registration of Bonds
. The Bonds, including the Fiscal Agent’s certificate of authentication and registration and the form of assignment to appear thereon, shall be in substantially the form attached hereto as Exhibit A, with necessary or appropriate variations, omissions and insertions as permitted or required by this Fiscal Agent Agreement and may be delivered in typewritten form. The Bonds when issued shall be registered in the name of “Cede & Co.,” as nominee of DTC, and shall be initially issued as one bond for each of the maturities of the Bonds, in the principal amounts set forth in the table in Section 2.02. DTC is hereby appointed depository for the Bonds, and registered ownership of the Bonds may not thereafter be transferred except as provided in Sections 2.06 and 2.07.

Execution and Authentication of Bonds
. The Bonds shall be signed by the manual or facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of the City Clerk of the City or their designee. In case any such officer whose facsimile signature or countersignature appears on a Bond shall cease to be such officers before the delivery of such Bond to the purchaser, such signatures or countersignatures shall nevertheless be valid and sufficient for all purposes as if such officers had remained in office until the delivery of such Bond. Each Bond shall be authenticated by a manual signature of a duly authorized officer of the Fiscal Agent. Only such of the Bonds as shall bear thereon a certificate of authentication and registration in the form given in Exhibit A hereto, executed by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Fiscal Agent Agreement, and such certificate of the Fiscal Agent shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Fiscal Agent Agreement.

Book-Entry System
. (a) The Bonds shall be initially issued and registered as provided in Section 2.03. Registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except:

To any successor of Cede & Co., as nominee of DTC, or its nominee, or to any substitute depository designated pursuant to clause (ii) of this paragraph (a) (being a “substitute depository”); provided, that any successor of Cede & Co., as nominee of DTC or substitute depository, shall be qualified under any applicable laws to provide the services proposed to be provided by it; To any substitute depository not objected to by the City, upon (A) the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository, or (B) a determination by the City to substitute another depository for DTC (or its successor) because DTC or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided, that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or To any person as provided below, upon (A) the resignation of DTC or its successor (or substitute depository or its successor) from its functions as depository, or (B) a determination by the City to remove DTC or its successor (or any substitute depository or its successor) from its functions as depository.

In the case of any transfer described in clause (i) or clause (ii) of paragraph (a) of this Section 2.05, upon receipt of the outstanding Bonds by the Fiscal Agent, together with a Written Request of the City, a new Bond for each maturity shall be executed and delivered pursuant to the procedures described in Section 2.04 in the aggregate principal amount of the Bonds then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Written Request of the City. In the case of any transfer described in clause (iii) of paragraph (a) hereof, upon receipt of the outstanding Bonds by the Fiscal Agent together with a Written Request of the City, new Bonds shall be executed and delivered in such denominations numbered in the manner determined by the Fiscal Agent and registered in the names of such persons as are requested in such Written Request of the City, subject to the limitations of Sections 2.02 and 2.03, as applicable, and the receipt of such a Written Request of the City, and thereafter, the Bonds shall be transferred pursuant to the provisions set forth in Section 2.06 of this Fiscal Agent Agreement; provided, that the Fiscal Agent shall not be required to deliver such new Bonds within a period of fewer than 60 days. The City and the Fiscal Agent shall be entitled to treat the person in whose name any Bond is registered as the Owner thereof, notwithstanding any notice to the contrary received by the City or the Fiscal Agent, the City and the Fiscal Agent shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the Bonds. Neither the City nor the Fiscal Agent shall have any responsibility or obligation, legal or otherwise, to the beneficial owners or to any other party including DTC or its successor (or substitute depository or its successor), except as the Owner of any Bonds. So long as the outstanding Bonds are registered in the name of Cede & Co. or its registered assigns, the City and the Fiscal Agent shall cooperate with Cede & Co., as sole Owner, or its registered assigns, in effecting payment of the principal of and interest on the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available (e.g., by wire transfer) on the date they are due.

Transfer of Bonds upon Termination of Book-Entry System . If the Bonds ever cease to be registered in the name of Cede & Co. by operation of the provisions of Section 2.05, then the procedures contained in this Section 2.06 shall apply. Any Bond may, in accordance with its terms, be transferred upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by the duly authorized attorney of such person, upon surrender of such Bond to the Fiscal Agent for cancellation at the office of the Fiscal Agent designated for that purpose, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Fiscal Agent. Whenever any Bond or Bonds shall be surrendered for transfer, the designated City officials shall execute (as provided in Section 2.04) and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds of the same maturity, for a like aggregate principal amount and bearing the same rate or rates of interest. The Fiscal Agent shall require the payment by the Bondowner requesting any such transfer of any tax or other governmental charge required to be paid with respect to such transfer. No transfer of Bonds shall be required to be made by the Fiscal Agent during the period from the close of business on the Record Date next preceding any Interest Payment Date or the date fixed for redemption to and including such Interest Payment Date or date fixed for redemption.

Exchange of Bonds
. Bonds may be exchanged at the office of the Fiscal Agent designated for that purpose, for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity and interest rate. The Fiscal Agent shall require the payment by the Bondowner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchange of Bonds shall be required to be made by the Fiscal Agent during the period from the close of business on the Record Date next preceding any Interest Payment Date or date fixed for redemption to and including such Interest Payment Date or the date fixed for redemption.

Bond Register
. (a) The Fiscal Agent shall keep or cause to be kept, at the place it shall designate for the purpose, sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the City, and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as hereinbefore provided.

The Fiscal Agent shall assign each Bond authenticated and registered by it a distinctive letter or number, or letter and number.

ISSUANCE OF THE BONDS
Delivery of Bonds
. The Fiscal Agent is hereby authorized to authenticate and deliver the Bonds to or upon the Written Request of the City upon receipt of the purchase price of the Bonds from the purchaser thereof.

Application of Proceeds of Sale of Bonds
. Upon the City’s receipt from the purchaser of the Bonds of an amount equal to the purchase price of the Bonds, being $__________ (the par amount of the Bonds, plus/less the net original issue premium/discount of $_____________, less the underwriters’ discount of $_____________), the Finance Director shall cause such amount to be deposited with the Fiscal Agent, and the Fiscal Agent shall deposit said amounts as follows:
the Fiscal Agent shall deposit $___________ in the Project Account within the Capital Project Fund of the City related to the Bonds. Moneys in the Project Account shall be applied only for the purposes for which the Bonds were approved in the Bond Election and disbursed upon any Written Order of the City in substantially the form set forth in Exhibit B hereto; the Fiscal Agent shall deposit $___________ in the Interest Account of the Bond Fund of the City related to the Bonds. Moneys in the Bond Fund shall be applied only to make payments of interest, principal, and redemption premium, if any, on the Bonds; and the Fiscal Agent shall deposit $___________ to the Costs of Issuance Account related to the Bonds, which is hereby created and which shall be held and administered by the Fiscal Agent. Amounts deposited in such Costs of Issuance Account shall be disbursed upon any Written Order of the City in substantially the form set forth in Exhibit B hereto. On the 120th day following the date of issue of the Bonds, the Fiscal Agent shall transfer any remaining amounts in such Costs of Issuance Account to the Project Account of the Capital Project Fund of the City related to the Bonds.

Investment of Funds
. (a) The proceeds from the sale of the Bonds, exclusive of any premium and accrued interest received and excluding the amount deposited in the Costs of Issuance Account, shall be deposited in the Capital Project Fund. Any premium and accrued interest not directed by the City to be deposited in the Costs of Issuance Account shall be deposited upon receipt in the Bond Fund. Earnings on the investment of moneys in either fund shall be retained in that fund and used only for the purposes to which that fund may lawfully be applied. (b) All funds held by the City with respect to the Bonds shall be invested by the City Treasurer pursuant to the City’s current Statement of Investment Policy governing the investment of moneys in the general fund of the City, any investment authorized by this Fiscal Agent Agreement or pursuant to Section 53601 of the Government Code, or in investment agreements, including guaranteed investment contracts, float contracts or other investment products (hereinafter collectively referred to as “Investment Agreements”); provided that such agreements comply with the requirements of Section 148 of the Code, and with the requirements of each rating agency then rating the Bonds necessary in order to maintain the then-current rating on the Bonds, if any.

Moneys held in any of the funds and accounts under this Fiscal Agent Agreement by the Fiscal Agent shall be invested upon any Written Order of the City Treasurer in investments pursuant to the City’s policies and guidelines for investment of moneys in the General Fund or in Investment Agreements so as to effectively coordinate the investments to the construction program of the City and the debt service payments on the Bonds or to comply with the tax covenants of the City, which shall be deemed at all times to be a part of such funds and accounts. Any loss or investment earnings resulting from such investments shall be credited or charged to the fund or account from which such investment was made. The City Treasurer or Finance Director, or both, is hereby authorized to establish accounts with banking institutions to the extent necessary or convenient to provide for the management of any such investments.

REDEMPTION OF THE BONDS
Redemption of Bonds
.

Optional Redemption. The Bonds maturing on or after September 1, 20__, are subject to optional redemption prior to their respective stated maturity dates, at the option of the City, from any source of available funds, as a whole or in part on any date on or after September 1, 20__, at a redemption price equal to 100% of the principal amount of Bonds to be redeemed, without premium, together with unpaid accrued interest thereon to the date fixed for redemption.

Mandatory Sinking Fund Redemption. The Bonds maturing September 1, 20__ (the “20__ Term Bonds”), are subject to mandatory sinking fund redemption September 1 of each year, commencing September 1, 20__, at a redemption price equal to 100% of their principal amount, together with unpaid accrued interest thereon to the date fixed for redemption, without premium, on the dates and in the aggregate principal amounts listed below:
20___Term Bonds
Redemption Date (September 1)
Principal Amount to be Redeemed
$
(1)
Total
$
______________
(1) Maturity.

In the event that a portion of the 20__ Term Bonds is optionally redeemed prior to maturity, the remaining mandatory sinking fund payments shown above shall be reduced proportionately or as otherwise directed by the City, in integral multiples of $5,000 principal amount, with respect to the portion of such 20__ Term Bonds optionally redeemed.

The Bonds maturing September 1, 20__ (the “20__ Term Bonds”), are subject to mandatory sinking fund redemption on September 1 of each year, commencing September 1, 20__, at a redemption price equal to 100% of their principal amount, together with unpaid accrued interest thereon to the date fixed for redemption date, without premium, on the dates and in the aggregate principal amounts listed below:
20___Term Bonds
Redemption Date (September 1)
Principal Amount to be Redeemed
$
(1)
Total
$
______________
(1) Maturity.

In the event that a portion of the 20__ Term Bonds is optionally redeemed prior to maturity, the remaining mandatory sinking fund payments shown above shall be reduced proportionately or as otherwise directed by the City, in integral multiples of $5,000 principal amount, with respect to the portion of such 20__ Term Bonds optionally redeemed.

Purchase in Lieu of Redemption. The principal of and interest on the Bonds subject to mandatory redemption shall be paid from the Bond Fund established under the Bond Resolution. In lieu of any such mandatory redemption for Bonds, at any time prior to the selection of Bonds for mandatory redemption, the City may apply amounts on deposit in the Bond Fund to make such payment to the purchase, at public or private sale, of Bonds subject to such mandatory redemption, and when and at such prices not in excess of the principal amount thereof (including sales commission and other charges but excluding accrued interest), as the City may determine.

Selection of Bonds for Redemption. If less than all of the Bonds are called for redemption, such Bonds shall be redeemed in inverse order of maturities or as otherwise directed by the City. If less than all of the Bonds of any given maturity are called for redemption, the portions of such Bonds of a given maturity to be redeemed shall be determined by lot by the Fiscal Agent. For purposes of such selection, each Bond shall be deemed to consist of individual Bonds of denominations of $5,000 principal amount each, which may be separately redeemed.

Notice of Redemption
. (a) The date on which Bonds that are called for redemption are to be presented for redemption is called the “Redemption Date.” The Fiscal Agent shall mail, or cause to be mailed, notice of any redemption of the Bonds to be redeemed, postage prepaid, to the respective registered owners thereof at the addresses appearing on the bond registration books not less than 20 days and not more than 60 days prior to the Redemption Date. Notice of redemption also shall be given, or caused to be given, by the Fiscal Agent, by (i) registered or certified mail, postage prepaid, (ii) overnight delivery service, or (iii) to the extent applicable to the intended recipient, email or similar electronic means, to (A) all organizations registered with the Securities and Exchange Commission as securities depositories and (B) such other services or organizations as may be required in accordance with the provisions of the Continuing Disclosure Agreement. Each notice of redemption shall (1) state the Redemption Date; (2) state the redemption price; (3) state the maturity dates of the Bonds called for redemption, and, if less than all of any such maturity is called for redemption, the distinctive numbers of the Bonds of such maturity to be redeemed, and in the case of a Bond redeemed in part only, the portions of the principal amount thereof to be redeemed; (4) state the CUSIP number, if any, of each Bond to be redeemed, together with a statement that such information is provided solely for convenience of reference and neither the City nor the Fiscal Agent shall be responsible for the accuracy thereof; (5) require that such Bonds be surrendered by the owners at the office of the Fiscal Agent; and (6) give notice that interest on such Bonds or portions of such Bonds to be redeemed will cease to accrue after the designated Redemption Date. Any notice of optional redemption may be conditioned on the receipt of funds or any other event specified in the notice. The actual receipt by the owner of any Bond of such notice of redemption will not be a condition precedent to redemption of such Bond, and failure to receive such notice, or any defect in such notice, shall not affect the validity of the proceedings for the redemption of such Bond or the cessation of the accrual of interest on such Bond on the Redemption Date.

Effect of Notice of Redemption. When notice of optional redemption has been given as described above, and when the amount necessary for the redemption of the Bonds called for redemption (principal, premium, if any and accrued interest to the Redemption Date) is set aside for that purpose in the Redemption Account, the Bonds designated for redemption shall become due and payable on the Redemption Date, and upon presentation and surrender of such Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price out of the related Redemption Account. No interest shall accrue on such Bonds called for redemption after the Redemption Date, and the registered owners of such Bonds shall look for payment of such Bonds only to the related Redemption Account. All Bonds redeemed shall be canceled immediately by the Fiscal Agent and shall not be reissued.

Conditional Notice. Any notice of optional redemption may provide that such redemption is conditioned upon: (i) deposit of sufficient moneys in the Redemption Account to redeem the Bonds called for redemption on the anticipated Redemption Date or (ii) the occurrence of any other event specified in the notice of redemption. In the event that such conditional notice of optional redemption has been given substantially and on the scheduled Redemption Date (i) sufficient moneys to redeem the Bonds called for optional redemption on the Redemption Date have not been deposited, or (ii) any other event specified in the notice of redemption did not occur, such Bonds for which notice of conditional optional redemption was given shall not be redeemed on the anticipated Redemption Date and shall remain Outstanding for all purposes of the Bond Resolution, and the redemption not occurring shall not constitute a default under the Bond Resolution.

Rescission of Notice of Redemption. The City may rescind any optional redemption and notice thereof on any date prior to any Redemption Date by causing written notice of the rescission to be given to the registered Owners of all Bonds so called for redemption. Notice of such rescission of redemption shall be given in the same manner notice of redemption was originally given. The actual receipt by the registered Owner of any Bond of notice of such rescission shall not be a condition precedent to rescission, and failure to receive such notice or any defect in such notice so mailed shall not affect the validity of the rescission.

Redemption Account. At the time the City determines to exercise its option to call and redeem any of the Bonds, the Finance Director or his or her agent shall establish a redemption account to be described or known as the “General Obligation Bonds (Public Safety Improvements) Series 2026 Redemption Account” (“Redemption Account”) within the Bond Fund, and prior to or on the Redemption Date there must be set aside in the Redemption Account, or held in trust for such purpose as provided by law, moneys available for the purpose and sufficient to redeem, as provided in this Fiscal Agent Agreement, the Bonds designated in such notice of redemption, subject to the provisions of paragraph (d) of this Section 4.02. Such moneys shall be set aside in the Redemption Account solely for the purpose of, and shall be applied on or after the Redemption Date to, the payment of the redemption price of the Bonds to be redeemed upon presentation and surrender of such Bonds. Such moneys so set aside in any such Redemption Account shall be applied on or after the Redemption Date solely for payment of principal of and premium, if any, on the Bonds to be redeemed upon presentation and surrender of such Bonds, provided that all moneys in the Redemption Account of the Bond Fund of the City shall be used for the purposes established and permitted by law. Any interest due on or prior to the Redemption Date may be paid from the Interest Account of the Bond Fund or from the Redemption Account, unless otherwise provided for to be paid. Moneys held from time to time in the Redemption Account shall be invested by the City Treasurer pursuant to the City’s policies and guidelines for investment of moneys in the General Fund of the City. If, after all of the Bonds have been redeemed and canceled or paid and canceled, there are moneys remaining in the Redemption Account, such moneys shall be transferred to the General Fund of the City or to such other fund or account as required by applicable law; provided, that if such moneys are part of the proceeds of refunding bonds, such moneys shall be transferred pursuant to the resolution authorizing such refunding bonds.

Defeasance of Bonds
. Payment of all or any portion of the Bonds may be provided for prior to such Bonds’ respective stated maturities by irrevocably depositing with the Fiscal Agent (or any commercial bank or trust company designated by the Finance Director to act as escrow agent with respect thereto):
an amount of cash equal to the principal amount of all of such Bonds or a portion thereof, and all unpaid interest thereon to maturity, except that in the case of Bonds which are to be redeemed prior to such Bonds’ respective stated maturities and in respect of which notice of such redemption shall have been given as provided in Section 4.02 or an irrevocable election to give such notice shall have been made by the City, the amount to be deposited shall be the principal amount thereof, all unpaid interest thereon to the Redemption Date, and any premium due on such Redemption Date; or Defeasance Securities maturing and paying interest at such times and in such amounts; together with interest earnings and cash, if required, as will, without reinvestment, as certified by an independent certified public accountant, be fully sufficient to pay the principal and all unpaid interest to maturity, or to the Redemption Date, as the case may be, and any premium due on the Bonds to be paid or redeemed, as such principal and interest come due; provided, that, in the case of the Bonds which are to be redeemed prior to maturity, notice of such redemption shall be given as provided in Section 4.02 or an irrevocable election to give such notice shall have been made by the City; and then, in either case, all obligations of the City with respect to such outstanding Bonds shall cease and terminate, except only the tax covenants under Section 5.04 and in the Bond Resolution and the obligation of the City to pay or cause to be paid from the funds deposited pursuant to clause (a) or (b) of this Section 4.03, to the owners of such Bonds all sums due with respect thereto; and provided further, that the City shall have received an opinion of nationally recognized bond counsel, that provision for the payment of such Bonds has been made in accordance with this Section 4.03.

If at any time the City shall pay or cause to be paid or there shall otherwise be paid to the Owners of any or all outstanding Bonds all of the principal, interest and premium, if any, represented by such Bonds when due, or as described above, or as otherwise provided by law, then such Owners shall cease to be entitled to the obligation of the City to levy and collect taxes to pay such Bonds as described in Section 5.02, and such obligation and all agreements and covenants of the City to such Owners hereunder and under such Bonds shall thereupon be satisfied and discharged and shall terminate, except only that the City shall remain liable for payment of all principal, interest and premium, if any, represented by such Bonds, but only out of moneys on deposit in the Bond Fund or otherwise held in trust for such payment; provided, that the unclaimed moneys provisions described in Section 6.07 shall apply in all events.

OTHER COVENANTS
Payment of Principal and Interest
. On or prior to the date any payment is due in respect of the Bonds, the City shall cause moneys to be deposited with the Fiscal Agent sufficient to pay the principal and the interest (and premium, if any) to become due in respect of all Bonds outstanding on such payment date. When and as paid in full, and following surrender thereof to the Fiscal Agent, all Bonds shall be cancelled by the Fiscal Agent and thereafter destroyed.

Obligation to Levy Taxes for Payment of Bonds
. The City Council and officers of the City are obligated by statute to fix the general tax levy, and in the manner provided for such general tax levy, levy a tax upon all taxable property in the City and collect annually until the Bonds are paid, or until there shall be a sum set apart for that purpose in the treasury of the City in each year sufficient to redeem the Bonds, and to pay the principal, redemption premium, if any, and interest thereon as and when the same become due. The City is not obligated to pledge and pledges no moneys hereunder other than as provided for and required by the Bond Law.

Further Assurances
. The City shall promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents or assurances, and promptly do or cause to be done all such other and further things, as may be necessary or reasonably required in order to further and more fully vest in the Bondowners all rights, interest, powers, benefits, privileges and advantages conferred or intended to be conferred upon them by this Fiscal Agent Agreement.

Tax Covenants
. (a) The City shall neither take any action or inaction, nor fail to take any action, nor permit any action to be taken on its behalf or cause or permit any circumstances within its control to arise or continue, if such action or inaction would adversely affect the exclusion from gross income of the interest payable on the Bonds under Section 103 of the Code. Without limiting the generality of the foregoing, the City shall comply with the instructions and requirements of the Tax Certificate for the Bonds. This covenant shall survive payment in full or defeasance of the Bonds.

If and when the City determines that for purposes of this Section 5.04 it is necessary or helpful to restrict or limit the yield on the investment of any moneys held by the Fiscal Agent under this Fiscal Agent Agreement, the City shall so instruct the Fiscal Agent in writing, and the Fiscal Agent shall take such action as may be necessary in accordance with such instructions. If directed in a written request of the City, the Fiscal Agent shall establish when required and maintain a fund separate from any other fund or account established and maintained hereunder designated as the “Rebate Fund.” Upon the written direction of the City, there shall be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at any time deposited in the Rebate Fund shall be held by the Fiscal Agent in trust, to the extent required to satisfy the Rebate Amount (as defined in the Tax Certificate), for payment to the United States of America. All amounts required to be deposited into or on deposit in the Rebate Fund shall be governed exclusively by this Section 5.04 and by the Tax Certificate (which is incorporated herein by reference). The Fiscal Agent shall be deemed conclusively to have complied with such provisions if it follows the written request of the City, and shall have no liability or responsibility to enforce compliance by the City with the terms of the Tax Certificate.

Notwithstanding any provisions of paragraphs (a) or (b) of this Section 5.04, if the City shall obtain and provide to the Fiscal Agent an Opinion of Bond Counsel that any specified action required under this Section 5.04 is no longer required or that some further or different action is required in order to maintain the exclusion from federal income tax of interest on the Bonds under Section 103 of the Code, the Fiscal Agent may conclusively rely on such Opinion of Bond Counsel in complying with the requirements of this Section 5.04 and of the Tax Certificate, and the covenants in this Section 5.04 shall be deemed to be modified to that extent.

Validity of Bonds
. The recital contained in the Bonds that the same are regularly issued pursuant to the Bond Law and that the total amount of indebtedness of the City, including the amount of the Bonds, is within the limit provided by law, shall be conclusive evidence of their validity and of compliance with the provisions of the Bond Law in their issuance.

THE FISCAL AGENT
Appointment; Acceptance; Designated Office
.

Appointment and Acceptance of Duties. U.S. Bank Trust Company, National Association, is hereby appointed Fiscal Agent, and hereby accepts and agrees to perform the duties and obligations of the Fiscal Agent, registrar and transfer agent specifically imposed upon it by this Fiscal Agent Agreement, and no implied duties shall be read into this Fiscal Agent Agreement against the Fiscal Agent. The Fiscal Agent is hereby authorized and hereby agrees to pay or redeem the Bonds when duly presented for payment at maturity, or on prior redemption, and to cancel all Bonds upon payment thereof. The Fiscal Agent shall keep accurate records of all funds administered by it and of all Bonds paid and discharged.

Office of the Fiscal Agent. The Fiscal Agent, and any successor Fiscal Agent, shall designate each place or places where it will conduct the functions of transfer, registration, exchange, payment, and surrender of the Bonds. If no office is so designated for a particular purpose, such functions shall be conducted at the office of U.S. Bank Trust Company, National Association in Los Angeles, CA, or the principal corporate trust office of any successor Fiscal Agent.

Resignation, Removal, Replacement of Fiscal Agent
. The Fiscal Agent may at any time resign by giving written notice to the City of such resignation, whereupon the Finance Director shall appoint a successor Fiscal Agent not later than 45 calendar days after the Fiscal Agent gives such notice. The resignation of the Fiscal Agent shall be effective 45 days after notice of the resignation is given as stated above or upon appointment of a successor Fiscal Agent, whichever first occurs. The Finance Director may at any time remove the Fiscal Agent and any successor Fiscal Agent by an instrument given in writing, with copy to the City. After removal or receiving a notice of resignation of the Fiscal Agent, the Finance Director may appoint a temporary Fiscal Agent or temporarily assume the duties of the Fiscal Agent to replace the former Fiscal Agent until the Finance Director appoints a successor Fiscal Agent. Any such temporary Fiscal Agent so appointed by the Finance Director shall immediately and without further act be superseded by the successor Fiscal Agent upon the appointment of and acceptance thereof by such successor.

Protection of Fiscal Agent
. The Fiscal Agent hereby agrees, provided sufficient immediately available funds have been provided to it for such purpose by or on behalf of the City, to use the funds deposited with it solely for payment of the principal of, redemption premium, if any, and interest on the Bonds as the same shall become due or become subject to earlier redemption.

Reliance on Documents
.

The Fiscal Agent may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Fiscal Agent by the City.

The Fiscal Agent shall not be liable for any error of judgment made in good faith. The Fiscal Agent shall not be liable for, other than its negligence or willful misconduct in connection with, any act or omission hereunder.

No provision of this Fiscal Agent Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

The Fiscal Agent may rely, or be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Fiscal Agent need not examine the ownership of any Bond but is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Bondowner or agent of the Bondowner.

The Fiscal Agent may consult with counsel, and the written advice of such counsel or any Opinion of Bond Counsel shall be full authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and reliance thereon.

The Fiscal Agent may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

In no event shall the Fiscal Agent be responsible or liable for special, indirect, consequential, punitive or incidental loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Fiscal Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

The Fiscal Agent shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder, that is arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; pandemic; quarantine restrictions; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or other wire or communication facility.

Recitals of City
. The recitals contained herein and in the Bonds shall be taken as the statements of the City, and the Fiscal Agent assumes no responsibility for their correctness.

Fiscal Agent May Own Bonds
. The Fiscal Agent, in its proprietary or any other capacity, may become the Owner or pledgee of Bonds with the same rights it would have if it were not the Fiscal Agent for the Bonds.

Money Held by Fiscal Agent; Unclaimed Moneys
. Money held by the Fiscal Agent hereunder may be commingled with other funds held by the Fiscal Agent, but shall be separately accounted for. Except as otherwise provided herein, the Fiscal Agent shall have no duties with respect to investment of funds deposited with it and shall be under no obligation to pay interest on any money received by it hereunder. Any money held in any fund created pursuant to this Fiscal Agent Agreement, or held by the Fiscal Agent in trust, for the payment of the principal of, redemption premium, if any, or interest on the Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable (whether by maturity or upon prior redemption) shall be transferred to the General Fund of the City as provided and permitted by law.

Other Transactions
. The Fiscal Agent may engage in or be interested in any financial or other transaction with the City.

Interpleader
. The Fiscal Agent may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in a court of competent jurisdiction. The Fiscal Agent has the right to file an action in interpleader in any court of competent jurisdiction to determine the rights of any person claiming any interest herein.

Indemnification
. The City, to the extent permitted by law, shall indemnify the Fiscal Agent, its officers, directors, employees, and agents (“Indemnified Parties”) for, and hold them harmless against any loss, cost, claim, liability or expense arising out of or in connection with the Fiscal Agent’s acceptance or administration of the Fiscal Agent’s duties hereunder or with respect to the Bonds (except to the extent any loss, liability or expense as may be adjudicated by a court of competent jurisdiction to have been caused by the Fiscal Agent’s negligence or willful misconduct), including without limitation the cost and expense (including its counsel fees and disbursements, including the allocated costs and disbursements of internal counsel) of defending itself against any claim or liability asserted by the City, any Bondholder or any other person or entity (except such action as may be brought against the Fiscal Agent by the City) in connection with the exercise or performance of any of its powers or duties under this Fiscal Agent Agreement. The provisions of this Section 6.10 shall survive termination of this Fiscal Agent Agreement and shall continue for the benefit of any Fiscal Agent after its resignation or removal as Fiscal Agent hereunder.

Instructions and Directions to Fiscal Agent
. The Fiscal Agent shall accept and act upon written instructions and directions provided to it pursuant to the provisions of this Fiscal Agent Agreement sent by unsecured email or other similar unsecured electronic methods, provided, however, that the City shall provide to the Fiscal Agent a list of Authorized Representatives to provide such instructions and directions, which list shall be amended or replaced whenever a person is to be added or deleted as an Authorized Representative. If the City elects to give the Fiscal Agent instructions and directions by email or other electronic method) and the Fiscal Agent in its discretion elects to act upon such instructions and directions, the Fiscal Agent’s understanding of such instructions and directions shall be deemed controlling. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent’s reliance upon and compliance with such instructions and directions. The City shall assume all risks of the use of such electronic methods to submit instructions and directions to the Fiscal Agent, including without limitation any risk of the Fiscal Agent acting on unauthorized instructions and directions and any risk of interception or misuse of such instructions and directions by third parties.

MODIFICATIONS OR AMENDMENTS
Supplemental Fiscal Agent Agreements with Consent of Owners . This Fiscal Agent Agreement and the respective rights and obligations of the City and the Owners of the Bonds hereunder may be modified or amended at any time by a Supplemental Fiscal Agent Agreement approved, executed and delivered by the City with the prior written consent of Owners owning at least 60% in aggregate principal amount of the outstanding Bonds, exclusive of any Bonds owned by the City. Notwithstanding the foregoing, no such modification or amendment shall, without the express consent of the Owner of each Bond affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, advance the earliest redemption date thereof, extend the maturity date thereof or the times for paying interest thereon or change the monetary medium in which principal and interest are payable, nor shall any modification or amendment reduce the percentage of the aggregate principal amount of such Bonds as to which consents are required for such amendment or modification. No such Supplemental Fiscal Agent Agreement shall change or modify any of the rights or obligations of any Fiscal Agent without its written assent thereto.

Supplemental Fiscal Agent Agreements Effective Without Consent of Owners . For any one or more of the following purposes and at any time or from time to time, a Supplemental Fiscal Agent Agreement of the City may be approved, executed and delivered which, without the requirement of consent of the Owners, shall be fully effective in accordance with its terms:

To add to the covenants and agreements of the City in this Fiscal Agent Agreement, other covenants and agreements to be observed by the City which are not contrary to or inconsistent with the provisions of this Fiscal Agent Agreement as theretofore in effect; To add to the limitations and restrictions in this Fiscal Agent Agreement, other limitations and restrictions to be observed by the City which are not contrary to or inconsistent with the provisions of this Fiscal Agent Agreement as theretofore in effect; To confirm as further assurance, any pledge under, and the subjection to any lien or pledge created or to be created by this Fiscal Agent Agreement, of any moneys, securities or funds, or to establish any additional funds, or accounts to be held under this Fiscal Agent Agreement; To cure any ambiguity, supply any omission, or cure to correct any defect or inconsistent provision in this Fiscal Agent Agreement; or To amend or supplement this Fiscal Agent Agreement in any other respect, provided such Supplemental Fiscal Agent Agreement does not, in the Opinion of Bond Counsel, adversely affect the interests of the Owners.

Effect of Supplemental Fiscal Agent Agreement
. Any act done pursuant to a modification or amendment so consented to shall be binding upon the Owners of all the Bonds and shall not be deemed an infringement of any of the provisions of this Fiscal Agent Agreement, whatever the character of such act may be, and may be done and performed as fully and freely as if expressly permitted by the terms of this Fiscal Agent Agreement, and after consent relating to such specified matters has been given, no Owner shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the City or any officer or agent thereof from taking any action pursuant thereto.

MISCELLANEOUS
Counterparts
. This Fiscal Agent Agreement may be signed in several counterparts, each of which will constitute an original, but all of which shall constitute one and the same instrument.

Continuing Disclosure
. The City hereby covenants and agrees that it shall comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Fiscal Agent Agreement, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an event of default hereunder; provided that any Owner or Beneficial Owner (as defined below) may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section 8.02. For purposes of this Section 8.02, “Beneficial Owner” means any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries).

Notices
. Unless otherwise specified herein, all notices, statements, orders, requests or other communications hereunder by any party to another shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail, return receipt requested, postage prepaid, or if given by fax, electronically, or other means of written communication and confirmed by mail:

If to the City: City of Redondo Beach
415 Diamond Street
Redondo Beach, California 90277
Attention: Finance Director
E-mail: [email protected]
If to the Fiscal Agent: U.S. Bank Trust Company, National Association 633 West 5th Street, 24th Floor
Los Angeles, CA 90071
Attention: Fonda Hall
E-mail: [email protected]
Governing Law
. This Fiscal Agent Agreement shall be governed by the laws of the State of California. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Fiscal Agent Agreement to be duly executed by their officers duly authorized as of the date first written above.

CITY OF REDONDO BEACH, CALIFORNIA
By
Authorized Representative
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent By
Authorized Officer

EXHIBIT A
[FORM OF BOND]
Number UNITED STATES OF AMERICA Amount
R-__ STATE OF CALIFORNIA $_________

COUNTY OF LOS ANGELES

CITY OF REDONDO BEACH, CALIFORNIA
GENERAL OBLIGATION BONDS (MEASURE FP PUBLIC SAFETY IMPROVEMENTS), SERIES 2026

INTEREST
RATE

MATURITY
DATE

DATED AS OF
CUSIP NO.
___%
September 1, 20__
_____ __, 2026
__________
Registered Owner: CEDE & CO.

Principal Sum: ____________________ DOLLARS
The City of Redondo Beach, California (herein called the “City”), hereby acknowledges itself obligated, and promises to pay, to the registered owner identified above or registered assigns on the maturity date set forth above[ or upon redemption prior thereto], the principal sum specified above in lawful money of the United States of America, and interest thereon in like lawful money at the interest rate per annum stated above, computed on the basis of a 360-day year of twelve 30-day months, on [March 1, 2027], and thereafter on March 1 and September 1 in each year (each, an “interest payment date”), until payment of said principal sum. If this Bond is authenticated and registered on any date on or prior to [February 15, 2027], this Bond shall bear interest from the date of issuance hereof. If authenticated during the period between any Record Date (defined as the 15th day of the month preceding an interest payment date) and the close of business on its corresponding interest payment date, this Bond shall bear interest from such interest payment date. Otherwise, this Bond shall bear interest from the interest payment date immediately preceding the date of its authentication.

The principal of this Bond is payable to the registered owner hereof upon the surrender hereof at the place or places designated for the purpose by the fiscal agent/paying agent/registrar and transfer agent of the City (herein called the “Fiscal Agent”), initially U.S. Bank Trust Company, National Association. The interest on this Bond is payable to the person whose name appears on the bond registration books of the Fiscal Agent as the registered owner hereof as of the close of business on the Record Date preceding each interest payment date, whether or not such day is a business day, such interest to be paid by check mailed to such registered owner at the owner’s address as it appears on such registration books, or at such other address filed with the Fiscal Agent for that purpose. Upon written request, given no later than the Record Date immediately preceding an interest payment date, of the owner of Bonds (hereinafter defined) aggregating at least $1,000,000 in principal amount, interest shall be paid by wire transfer to an account maintained in the United States as specified by the owner in such request. So long as Cede & Co. or its registered assigns shall be the registered owner of this Bond, payment shall be made by wire transfer as provided in the Fiscal Agent Agreement hereinafter described.

This Bond is one of a duly authorized issue of bonds of like tenor (except for such variations, if any, as may be required to designate varying numbers, denominations, interest rates, maturities and redemption provisions), in the aggregate principal amount of $[PAR AMOUNT], designated as “City of Redondo Beach, California General Obligation Bonds (Measure FP Public Safety Improvements), Series 2026” (the “Bonds”). The Bonds constitute [a portion of] the not to exceed $93,350,000 in bonds of the City authorized by the affirmative votes of more than two-thirds of the voters voting at an election duly and legally called, held and conducted in the City on November 5, 2024 (the “Bond Election”). This Bond is issued and sold by the City pursuant to and in strict conformity with applicable provisions of the following (referred to collectively herein as the “Bond Law”): (a) the Constitution and laws of the State of California, including without limitation the provisions of Article 1 of Chapter 4 of Division 4 of Title 4 of the California Government Code (the “Government Code”), and the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code; (b) the City Charter; (c) Resolution No. CC-2407-060, entitled “A Resolution of the City Council of the City of Redondo Beach Determining that the Public Interest and Necessity Demand the Acquisition, Construction, Reconstruction, Rehabilitation or Replacement of Municipal Improvement Projects Constituting Public Infrastructure of the City, and Their Financing Through the Issuance of General Obligation Bonds,” adopted by the City Council (“City Council”) at a meeting held July 30, 2024; (d) Ordinance No. 3274-24, entitled “An Ordinance of the City of Redondo Beach Ordering the Submission of a Proposition Incurring Bonded Indebtedness to the Qualified Voters of the City of Redondo Beach at the Statewide General Election to be Held on November 5, 2024, for the Purpose of Financing the Costs of the Acquisition, Construction, Reconstruction, Rehabilitation or Replacement of Certain Municipal Improvement Projects Constituting Public Infrastructure of the City,” adopted by the City Council at a meeting held August 6, 2024, and signed by the Mayor on August 6, 2024; and (e) Resolution No. CC-26__-___, entitled “A Resolution of the City Council of the City of Redondo Beach Authorizing and Directing the Issuance and Sale of Not to Exceed $93,350,000 Aggregate Principal Amount of City of Redondo Beach, California General Obligation Bonds (Measure FP Public Safety Improvements), Series 2026, and Approving Other Related Actions in Connection Therewith,” adopted by the City Council at a meeting held [October 1], 2026 (the “Bond Resolution”). This Bond is further subject to the more particular terms specified in the Fiscal Agent Agreement (the “Fiscal Agent Agreement”), dated as of [November] 1, 2026, between the City and the Fiscal Agent. Reference is hereby made to the Fiscal Agent Agreement and any and all amendments thereto for provisions relating to the terms on which the Bonds are issued, the rights of the owners of the Bonds, the provisions for payment of the Bonds, and any amendment of the Fiscal Agent Agreement (with or without consent of the owners of the Bonds); and all of the terms of the Fiscal Agent Agreement and the Bond Resolution are hereby incorporated herein and constitute a contract between the City and the registered owner of this Bond, to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees and consents. Capitalized undefined terms used herein have the meanings ascribed thereto in the Fiscal Agent Agreement. The Bonds are issued and sold by the City pursuant to and in strict conformity with the provisions of the Bond Law to finance the construction, improvement, furnishing and equipping of certain of its public facilities, as authorized by the Bond Election.

The Bonds are issuable as fully registered bonds without coupons in the denomination of $5,000 principal amount or any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Fiscal Agent Agreement, Bonds may be exchanged for a like aggregate principal amount of Bonds of the same series, maturity and interest rate of other authorized denominations.

This Bond is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at said office of the Fiscal Agent, but only in the manner, subject to the limitations and upon payment of the charges provided in the Fiscal Agent Agreement, and upon surrender and cancellation of this Bond. Upon such transfer, surrender and cancellation a new Bond or Bonds of authorized denomination or denominations for the same maturity, interest rate and principal amount will be issued to the transferee.

The City and the Fiscal Agent may treat the registered owner of this Bond as the absolute owner hereof for all purposes, and neither the City nor the Fiscal Agent shall be affected by any notice to the contrary.

The Bonds are subject to [optional and mandatory sinking fund redemption] on the terms and subject to the conditions specified in the Fiscal Agent Agreement. If this Bond is called for redemption and payment is duly provided therefor, interest shall cease to accrue on this Bond from and after the date fixed for redemption.

The Bonds represent an obligation of the City payable out of the Bond Fund of the City, and the money for the payment of the principal of this Bond, premium, if any, and the payment of interest hereon, shall be raised by taxation upon the taxable property within the City.

The City Council of the City hereby certifies and declares that the total amount of indebtedness of the City, including the principal amount of this Bond, is within the limit provided by law; that all acts, conditions and things required by law to be done or performed precedent to and in the issuance of this Bond have been done and performed in strict conformity with the laws authorizing the issuance of this Bond; and that this Bond is in substantially the form prescribed by the Fiscal Agent Agreement and by order of the City Council of the City duly made and entered on its minutes.

This Bond shall not be entitled to any benefit under the Fiscal Agent Agreement, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the Fiscal Agent.

IN WITNESS WHEREOF the City Council of the City of Redondo Beach, California, has caused this CITY OF REDONDO BEACH, CALIFORNIA GENERAL OBLIGATION BOND (MEASURE FP PUBLIC SAFETY IMPROVEMENTS), SERIES 2026, to be executed by the manual or facsimile signature of its Mayor, and to be countersigned by the manual or facsimile signature of the City Clerk of the City, as of the date set forth above.

By:

Mayor
of the City of Redondo Beach
Countersigned:

City Clerk
of the City of Redondo Beach
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION

AND REGISTRATION
This Bond is one of the CITY OF REDONDO BEACH, CALIFORNIA GENERAL OBLIGATION BONDS (MEASURE FP PUBLIC SAFETY IMPROVEMENTS), SERIES 2026, described in the within-mentioned Fiscal Agent Agreement and authenticated and registered on _______________, 2026.

U.S. Bank Trust Company, National Association,
as Fiscal Agent
By:

Authorized Officer

DTC LEGEND
Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the City or its agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein.

ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto ____________________________ the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) ___________________________ attorney, to transfer the same on the books of the Fiscal Agent with full power of substitution in the premises. _____________________
I.D. Number
__________________________________
NOTE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within registered Bond in every particular, without alteration or enlargement or any change whatsoever.

Dated: ______________
Signature Guarantee: _______________________________
Notice: Signature must be guaranteed by an eligible guarantor institution.

EXHIBIT B
REQUISITION NO. ____

CITY OF REDONDO BEACH, CALIFORNIA
GENERAL OBLIGATION BONDS (MEASURE FP PUBLIC SAFETY IMPROVEMENTS), SERIES 2026

REQUISITION FROM PROJECT ACCOUNT/COSTS OF ISSUANCE ACCOUNT

OF THE CAPITAL PROJECT FUND
U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), is hereby directed to disburse from the [Costs of Issuance Account/Project Account] of the Capital Project Fund of the City of Redondo Beach, California General Obligation Bonds (Measure FP Public Safety Improvements), Series 2026, established by the Fiscal Agent Agreement dated as of [November] 1, 2026, between the Fiscal Agent and City of Redondo Beach (the “City”), to the payee, designated on Exhibit A attached hereto and by this reference incorporated herein, at the address set forth below such payee name, the respective sums set forth opposite such payees, in payment for the obligation described on said Exhibit A.

Each obligation shown on Exhibit A has been properly verified and approved by the City and is a proper charge against the [Costs of Issuance Account/Project Account] of the Capital Project Fund.

The amount is due and payable under purchase order, contract or other authorization and has not formed the basis of any prior request for payment. The conditions to the release of this amount from the [Costs of Issuance Account/Project Account] of the Capital Project Fund are satisfied.

There has not been filed with nor served upon the City notice of any lien, right to lien or attachment upon, or stop notice or claim affecting the right to receive payment of the amount specified above which has not been released or will not be released simultaneously with the payment of such amount, other than materialmen’s or mechanic’s liens accruing by mere operation of law.

Payments shall be made by check or wire transfer in accordance with the payment instructions set forth in Exhibit A attached or in the attached invoices submitted in accordance therewith, and the Fiscal Agent may rely on such payment instructions though given by the City with no duty to investigate or inquire as to the authenticity of the attached invoice or the payment instructions contained therein.

Dated: CITY OF REDONDO BEACH
By:

Authorized Representative
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