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					                             NOTICE OF CITY OF BRENTWOOD
                               CITY COUNCIL WORKSHOP


NOTICE IS HEREBY GIVEN that the Brentwood City Council will hold a
workshop on Tuesday, May 24, 2005 at 6:00 p.m. for the purpose of reviewing
and discussing the proposed 2005/06 Operating Budget. The workshop will be
held in the City Council Chambers located at 734 Third Street, Brentwood, CA
94513.




                                                      /s/__________________________ ___
                                                      Cynthia Garcia
                                                      Interim City Clerk




                                                   NOTICE
In compliance with the Americans with Disabilities Act, the meeting room is wheelchair accessible and
disabled parking is available at the City Hall Parking lot. If you are a person with a disability and you need
disability-related modifications or accommodations to participate in this meeting, please contact the City
Clerk’s Office at (925) 516-5440 or fax (925) 516-5441. Notification 48 hours prior to the meeting will enable
the City to make reasonable arrangements to ensure accessibility to this meeting. {28 CFR 35.102-35, 104
ADA Title II}

                                          POSTING STATEMENT
On May 19, 2005 a true and correct copy of this notice was posted on the City Hall Bulletin Board, outside
City Hall, 708 Third Street, Brentwood, CA 94513 and at our website www.ci.brentwood.ca.us
                                        MAY 24, 2005
                                   CITY OF BRENTWOOD
                  BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
                  CITY COUNCIL AND REDEVELOPMENT AGENCY AGENDA
                 City Council Chamber, 734 Third Street, Brentwood, CA 94513

         A complete packet of information is available for public review at City Hall or on our website at
                                            www.ci.brentwood.ca.us

CALL TO ORDER
Roll Call

                                                      CLOSED SESSION
                                                         5:30 P.M.

ADJOURN TO CLOSED SESSION – 708 Third Street, City Hall Conference Room

CONFERENCE WITH LEGAL COUNCIL – Anticipated Litigation pursuant to Government Code § 54956.9
(b): Two potential cases.

                                                           WORKSHOP
                                                            6:00 P.M.

RECONVENE IN OPEN SESSION – 734 Third Street, City Council Chamber

Review and discuss the proposed 2005/06 Operating Budget (P. Ehler)

                                  CITY OF BRENTWOOD
                      BRENTWOOD INFRASTRUCTURE FINANCE AUTHORITY
                                        7:00 P.M.

CALL TO ORDER BIFA                                                                      Beginning Resolution No. BIFA -13

ROLL CALL

AGENDA REVIEW

CITIZEN COMMENTS
Persons addressing the Agency Board are required to limit their remarks to five (5) minutes unless an extension of time is granted by
the Chairman subject to approval of the Board. Please file your name with the Chairman on the form provided at the podium.

CONSENT CALENDAR
All matters listed on the consent calendar are considered routine in nature and will be enacted by one motion. If discussion is required,
that particular item will be removed from the consent calendar and will be considered separately.

1. Approve Minutes of January 11, 2005. (K. Chew/C. Garcia)

2. Adopt a Resolution of the Brentwood Infrastructure Financing Authority appointing Financing Team,
   authorizing the issuance, sale and delivery of its infrastructure revenue refunding bonds, Series 2004A
   and the subordinated Series 2005B in the aggregate principal amount of not to exceed $17,500,000 and
   authorizing the execution and delivery of an amended and restated trust agreement, an official
   statement, a bond purchase agreement and certain other actions in connection with the issuance, sale
   and delivery of such bonds. (P. Ehler/B. Kelleher
ADJOURNMENT

                                    REGULAR CITY COUNCIL MEETING
                               7:00 P.M. or as soon thereafter as time permits

CALL TO ORDER
Pledge of Allegiance                                                                   Beginning Resolution No. 2005-111
Roll Call                                                                              Beginning Ordinance No.       801

REPORT ON CLOSED SESSION

PRESENTATIONS
     A.     Proclamation recognizing June 4 – 12, 2005 as Affordable Housing Week.
     B.     Proclamation recognizing May 31, 2005 as Smoke Free Day.
     C.     Presentation of the Brentwood Police Department new uniform patch. (Lt. B. Strock)

AGENDA REVIEW

CITIZEN COMMENTS
Persons addressing the City Council are required to limit their remarks to five (5) minutes unless an extension of time is granted by
the Mayor subject to approval of the Council. Please file your name with the Mayor on the form provided at the podium. Speakers
desiring answers to questions should direct it to the Council and, if relevant, the Council may direct it to the appropriate staff
member.

CONSENT CALENDAR
All matters listed on the consent calendar are considered routine in nature and will be enacted by one motion. If discussion is
required, that particular item will be removed from the consent calendar and will be considered separately.

1.     Approve Minutes of May 10, 2005. (K. Chew/C. Garcia)

2.     Adopt a Resolution approving a professional services agreement with Scott Runion for the public
       art element for the Granville Estates project by D.R. Horton, Subdivision #8724 and authorizing the
       City Manager to sign said agreement. (C. Bronzan/R. Burr-Siegel)

3.     Authorize the City Manager to enter into professional services agreement with Freedman Tung and
       Bottomley to (1) bifurcate the completion of the Downtown Specific Plan from the completion of the
       Brentwood Boulevard Corridor Specific Plan, (2) to eliminate the preparation of a Specific Plan for
       Empire Triangle, and (3) to add the Special Planning Area B to the Brentwood Boulevard Corridor
       Specific Plan in an amount not to exceed $53,725 plus 10% contingency, for Capital Improvement
       Project #337-3200. (H. Sword/G. Rozenski)

4.     Adopt a Resolution approving an Affordable Housing Agreement between the City of Brentwood
       and Ashford Park II Investors, LLC for Subdivision 8763, Ashford Park II, located at the corner of
       Apricot Way and Montclair Place. (H. Sword/K. Reed)

5.     Adopt a Resolution approving the Purchase Agreement with Harvest Time Assembly of God, for a
       portion of real property, generally located south of Ventura Road and on the west side of Concord
       Avenue for the John Muir Parkway (Concord Avenue Realignment) Project. (B. Grewal/M. Sullivan)

6.     Adopt a Resolution authorizing execution of a Grant Deed to the State of California (Caltrans) for a
       portion of roadway along Highway 4 (Brentwood Boulevard) required for the New Police Station,
       CIP Project No. 337-3142. (B. Grewal/M. Sullivan)

7.     Adopt a Resolution approving the Purchase Agreement with East Contra Costa Irrigation District
       (ECCID) for real property, generally located on the south side of Lone Tree Way between Fairview
      Avenue and O'Hara Avenue adjacent to the railroad tracks, for the Lone Tree Way - Union Pacific
      Undercrossing, CIP Project No. 336-3134. (B. Grewal/M. Sullivan)

8.    Adopt a Resolution approving Amendment No. 1 to the Reimbursement Agreement with California
      Sun – Brentwood, LLC, A Delaware Limited Liability Company, for all maps under Tentative
      Subdivision Map No. 7690, located south of Balfour Road and west of Concord Avenue, for costs
      associated with Master Plan Facility Improvements. (B. Grewal/L. Vargas)

9.    Adopt a Resolution authorizing the City Manager to execute contract amendments with Mark
      Thomas & Company, Inc., and Top Grade Construction, Inc., for the Sand Creek Road East, CIP
      Project No. 336-3061. (B. Grewal/P. Eldredge)

10.   Approve the recommendation for Youth Commissioners and Adult Advisors. (C. Bronzan/T. Burt)

11.   Adopt a resolution certifying and approving the Negative Declaration and adopting the 2005/06 –
      2009/10 Capital Improvement Program. (P. Ehler/G. Leech)

12.   Adopt a Resolution authorizing the purchase of two (2) new, utility style trucks and one (1) 2-yard
      dump truck from Bill Brandt Ford and authorizing the City Manager to execute a purchase order for
      these vehicles not to exceed $65,750.08. (P. Zolfarelli/J. Gallegos)

13.   Adopt a Resolution certifying compliance with the Measure C Growth Management Program (B.
      Grewal/K. Wahl)

14.   Adopt a Resolution approving form and substance of an amended and restated trust agreement in
      connection with the issuance by Brentwood Infrastructure Financing Authority of its infrastructure
      revenue refunding bonds, Series 2005A and subordinated Series 2005B and authorizing changes
      thereto and execution thereof and approving the form and substance of an official statement with
      respect to such bonds and authorizing changes thereto. (P. Ehler/B. Kelleher).

15.   Adopt a Resolution authorizing the City Manager to amend the Professional Services Agreement
      with Abey Arnold Associates for as needed Landscape Architectural services, extending Section 4-
      TERM to ‘June 30, 2005’ and Section 5-PAYMENT to ‘not to exceed $75,000’. (C. Bronzan/J.
      Hansen)

16.   Adopt a Resolution approving the Contract Documents and award a Construction Contract to
      Adesta Limited Partnership for the Fiber Optic Link project, in the amount of $313,879.50, plus a
      10% contingency of $31,387.95 for a total contract of $345,267.45. (B. Grewal/M. Huber)

17.   Adopt a Resolution authorizing the purchase of a new Sterling 10-Wheel Dump Truck from Delta
      Truck Center and authorizing the City Manager to execute a purchase order not to exceed
      $90,852.06. (P. Zolfarelli/C. Ehlers)

18.   Adopt a Resolution authorizing implementation of the recommendations contained in the
      Classification and Compensation Study as prepared by Johnson & Associates. (K. Chew/P.
      Standley)

19.   Adopt a Resolution accepting the work performed by Top Grade Construction Co. Inc., for the Sand
      Creek Road East, CIP Project No. 336-3061 and direct the City Clerk to file a Notice of Completion
      with the County Recorder. (B. Grewal/P. Eldredge)

20.   Approve the City of Brentwood Commissioner Handbook for distribution to all current and future
      appointees to all City Commissions. (D. Landeros/K. Chew/C. Bronzan/H. Sword)
PUBLIC HEARINGS
Persons addressing the Council are asked to file their name with the Mayor on the form provided at the podium. The Council may
adopt reasonable regulations at the onset of the public hearing to facilitate public testimony. These regulations may include time
limits. In the absence of such regulations, the public hearing shall follow the protocol for Citizen Comments.

21.    STAFF TO READVERTISE PUBLIC HEARING FOR JUNE 14, 2005 - Introduce and waive the first
       reading of an ordinance amending Planned Development 18 (PD-18) to reduce required setbacks
       and minimum lot size, and allowing a drive-thru coffee use as a conditionally permitted use within
       the neighborhood commercial area in this zone. This property is generally located north of Balfour
       Road and west of West Country Club Drive. (H. Sword/D. Hill)

22.    STAFF TO READVERTISE PUBLIC HEARING FOR JUNE 14, 2005 - Consideration of an appeal
       of the Planning Commission decision to deny the General Plan Amendment and Rezone for the
       Bridle Gate project, located west of the State Route 4 Bypass, on both sides of the Sand Creek
       Road extension. (H. Sword/E. Nolthenius)

23.    STAFF TO READVERTISE PUBLIC HEARING FOR JUNE 14, 2005 – A General Plan Amendment
       (GPA 05-01) and Rezone to change approximately 27.9 acres in the vicinity of Smith Road,
       generally located between O’Hara Avenue and Tilton Lane south of Lone Tree Way (APN 018-100-
       007, 018-100-025, 018-100-026, 018-100-029, 018-100-030, 018-100-033, and 018-100-034) from
       a General Plan designation of Ranchette Estate to Very Low Density and Low Density Residential
       and a related rezoning request (RZ 05-02) to change approximately 23.3 acres from the Ranchette
       Estate (RE) Zone to Single Family Residential Estate Zone (R-1-E) and change approximately 4.6
       acres from the Ranchette Estate (RE) Zone to Single Family Residential Zone (R-1-10). A negative
       declaration has been prepared for this project in accordance with the California Environmental
       Quality Act. (H. Sword, W. Rhodes)

OLD BUSINESS

24.    Authorize staff to release permits to the Deer Ridge Home Builders due to real progress toward
       completion of subdivision improvements. (H. Sword/R. Kidwell)

25.    Adopt a Resolution approving the Cooperative Agreement No. 4-1885-C between the State Route 4
       Bypass Authority, State of California, County of Contra Costa, City of Antioch, City of Brentwood
       and the City of Oakley. (B. Grewal/P. Eldredge)

NEW BUSINESS

26.    Presentation from the Citizen’s Advisory Committee regarding Community Facilities (D.
       Landeros/K. Chew/C. Bronzan)

27.    Consider a request from the Wheelchair Foundation for City sponsorship in the Fourth Annual golf
       tournament to be held August 15, 2005 at the Brentwood Country Club. (D. Landeros)

28.    Presentation by City Certified Public Accountant auditing firm. (P. Ehler)

INFORMATIONAL REPORTS FROM STAFF – No action required

29.    Informational Report on Subdivision No. 8789, S & S Farms Phase II, developed by Lennar
       Communities, located south of Grant Street, east of the Union Pacific Railroad, north of Sand Creek
       Road and west of Brentwood Boulevard; Final Map. (K. Chew/C. Garcia)

30.    Informational Report on Subdivision No. 8832, S & S Farms Phase III, developed by Lennar
       Communities, located south of Grant Street, east of the Union Pacific Railroad, north of Sand Creek
       Road and west of Brentwood Boulevard; Final Map. (K. Chew/C. Garcia)

INFORMATIONAL REPORTS FROM COUNCIL MEMBERS
REQUESTS FOR FUTURE AGENDA ITEMS

ADJOURNMENT

                                REDEVELOPMENT AGENCY AGENDA
                            7:00 P.M. or as soon thereafter as time permits

CALL TO ORDER                                                                        Beginning Resolution No. RDA - 99

ROLL CALL

AGENDA REVIEW

CITIZEN COMMENTS
Persons addressing the Agency Board are required to limit their remarks to five (5) minutes unless an extension of time is granted
by the Chairman subject to approval of the Board. Please file your name with the Chairman on the form provided at the podium.

CONSENT CALENDAR
All matters listed on the consent calendar are considered routine in nature and will be enacted by one motion. If discussion is
required, that particular item will be removed from the consent calendar and will be considered separately.

1.     Approve Minutes of March 22, 2005. (K. Chew/C. Garcia)

2.     Approve Warrant List dated May 24, 2005. (P. Ehler/L. Schelbert)

3.     Adopt a Resolution authorizing the Agency Treasurer to use Funds from the Redevelopment
       Agency of the City of Brentwood Tax Allocation Bonds, Series 2001, to fund a portion of CIP Project
       No. 592-5913, Sewer Collection System Upgrade – Downtown in the amount of $177,600. (H.
       Sword/G. Rozenski)

REQUESTS FOR FUTURE AGENDA ITEMS

ADJOURNMENT

                                                        NOTICE
In compliance with the Americans with Disabilities Act, the meeting room is wheelchair accessible and disabled
parking is available at the City Hall Parking lot. If you are a person with a disability and you need disability-related
modifications or accommodations to participate in this meeting, please contact the City Clerk’s Office at (925) 516-
5440 or fax (925) 516-5441. Notification 48 hours prior to the meeting will enable the City to make reasonable
arrangements to ensure accessibility to this meeting. {28 CFR 35.102-35, 104 ADA Title II}

                                              POSTING STATEMENT
On May 19, 2005, a true and correct copy of this agenda was posted on the City Hall Bulletin Board, outside City Hall,
708 Third Street, Brentwood, CA 94513 and at our website www.ci.brentwood.ca.us
                                                                                            BIFA 1



    CITY OF BRENTWOOD
        BRENTWOOD                                                        JANUARY 11, 2005
     INFRASTRUCTURE                                                     COUNCIL CHAMBER
   FINANCING AUTHORITY
          MINUTES




CALL TO ORDER BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY (07:02 PM)

Roll Call
Present: Beckstrand; Gutierrez; Petrovich; Swisher; Taylor

AGENDA REVIEW – None (07:03 PM)

CITIZEN COMMENTS – None (07:03 PM)

CONSENT CALENDAR (07:03 PM)

1. Approved Minutes of November 9, 2004. (K. Diaz)

2. Adopted Resolution No. BIFA-12 authorizing execution and delivery of an Amendment to Site Lease
   and an Amendment to Sublease in connection with the Authority’s Infrastructure Revenue Refunding
   Bonds, Series 2002A and Subordinated Series 2002B. (P. Ehler)

CONSENT CALENDAR ACTIONS (07:03 PM)

Motion: Approve Consent Calendar Items 1 - 2 as recommended.
Moved by Gutierrez, seconded by Beckstrand.
Vote: Motion carried 5-0.
Yes: Beckstrand; Gutierrez; Petrovich; Swisher; Taylor

ADJOURNMENT (07:04 PM)

Motion: Approve adjournment
Moved by Swisher, seconded by Beckstrand.
Vote: Motion carried 5-0.
Yes: Beckstrand; Gutierrez; Petrovich; Swisher; Taylor

Respectfully Submitted,



Cynthia Garcia
Interim City Clerk
                 BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
                               AGENDA ITEM NO. 2


Meeting Date: May 24, 2005

Subject/Title:   Approve a resolution to refund CIFP 2002-1 Infrastructure Revenue Bonds,
                 Series 2002

Prepared by:     Brian Kelleher, Accountant II

Submitted by: Pamela Ehler, Director of Finance and Information Systems



RECOMMENDATION
Approve a Resolution of the Brentwood Infrastructure Financing Authority appointing Financing
Team, authorizing the issuance, sale and delivery of its infrastructure revenue refunding bonds,
Series 2004A and the subordinated Series 2005B in the aggregate principal amount of not to
exceed $17,500,000 and authorizing the execution and delivery of an amended and restated
trust agreement, an official statement, a bond purchase agreement and certain other actions in
connection with the issuance, sale and delivery of such bonds.

PREVIOUS ACTION
None.

BACKGROUND
The City of Brentwood and the Brentwood Infrastructure Financing Authority have previously
issued bonds to finance improvements for CIFP 2002-01, which comprised approximately 917
residential units in the City, and 45 acres of church and commercial property. Due to favorable
market interest rates and the fact that approximately 70% of those units are now completed and
occupied, it is possible to refinance those bonds and achieve lower interest rates. It is also
possible to substitute a surety bond for a portion of the reserve fund which was originally funded
with cash. In all, based on today’s market interest rates, the refinancing and substitution of the
reserve fund can produce up to $125,000 per year over the remaining life of the financing
(2032) in new proceeds which can be used for additional capital improvements. This method of
generating new proceeds through refinancing was successfully used by the City with CIFP
1994-1, CIFPs 98-1 and 99-1, and earlier this year with CIFP 2000.

The Refunding Bonds will be issued in a senior series, which will be insured and rated “AAA”.
The subordinate series will be issued non rated. The refinancing will not affect the assessment
installments payable by any property owner in the district and their assessments will remain the
same, although the change in the reserve fund amount for the bonds may reduce or eliminate
any reserve fund credits available.

FISCAL IMPACT
This action could generate up to $3.3 million in new funding for public capital improvements
without raising assessments or taxes or using the City’s other funds.
Attachments:
Resolution
Form of Amended and Restated Trust Agreement
Form of Bond Purchase Agreement
Form of Preliminary Official Statement
Form of Continuing Disclosure Agreement




                                         -2-
DOCSSF1:814341.3
                                      RESOLUTION NO.


        A RESOLUTION OF THE BRENTWOOD INFRASTRUCTURE FINANCING
        AUTHORITY APPOINTING FINANCING TEAM, AUTHORIZING THE ISSUANCE,
        SALE AND DELIVERY OF ITS INFRASTRUCTURE REVENUE REFUNDING BONDS,
        SERIES 2005A AND SUBORDINATED SERIES 2005B IN AN AGGREGATE
        PRINCIPAL AMOUNT OF NOT TO EXCEED $17,500,000 AND AUTHORIZING THE
        EXECUTION AND DELIVERY OF AN AMENDED AND RESTATED TRUST
        AGREEMENT, AN OFFICIAL STATEMENT, A BOND PURCHASE AGREEMENT,
        AND CERTAIN OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE, SALE
        AND DELIVERY OF SUCH BONDS

        WHEREAS, the Brentwood Infrastructure Financing Authority is a joint exercise of
powers entity duly organized and existing under and by virtue of the laws of the State of
California (the "Authority"); and

       WHEREAS, the City of Brentwood is a municipal corporation organized and existing
under the Constitution and laws of the State of California (the "City"); and

        WHEREAS, the Authority is empowered under the provisions of Article 4, Chapter 5,
Division 7, Title 1 of the California Government Code (the "Law") to issue its bonds for the
purpose of purchasing various local obligations issued by certain local agencies, including the
City, and to issue bonds for the purpose of refunding bonds previously issued by the Authority
under the Law; and

       WHEREAS, the Authority issued its CIFP 2002-1 Infrastructure Revenue Bonds, Series
2002 (the "Prior Bonds") for the purpose of financing certain public capital improvements, which
were in turn funded by the City of Brentwood Limited Obligation Improvement Bonds,
Assessment District No. 2002-1 (the “Local Obligations”) which were pledged as security for the
Prior Bonds; and

       WHEREAS, interest rates are now such that the Authority can achieve interest savings
by refunding the Prior Bonds; and

       WHEREAS, the Authority has determined to issue its Infrastructure Revenue Refunding
Bonds, Series 2005A and its Infrastructure Revenue Refunding Bonds, Subordinated Series
2005B (collectively, the "Bonds") in order to refund the outstanding Prior Bonds, to fund a
reserve fund for the Bonds and to pay costs of issuance of the Bonds; and

        WHEREAS, the Authority has determined that the estimated amount necessary to
finance the refunding of the outstanding Prior Bonds, to fund a reserve fund and to pay costs of
issuance of the Bonds will require the issuance of the Bonds in the aggregate principal amount
not to exceed Seventeen Million Five Hundred Thousand Dollars ($17,500,000); and

        WHEREAS, the Authority and the City have determined that all things necessary to
make the Bonds, when authenticated by the Trustee and issued as provided in that certain
amended and restated trust agreement, dated as of June 1, 2005 (the "Trust Agreement"),
entered into by and among the Authority, the City and U.S. Bank National Association (the
"Trustee"), the valid, binding and legal obligations of the Authority according to the import
thereof and hereof have been done and performed; and

                                              -3-
DOCSSF1:814341.3
       WHEREAS, in furtherance of implementing the refinancing, there have been filed with
the Interim Secretary for consideration and approval by this Board forms of the following
documents:

               (a)     an Amended and Restated Trust Agreement under the terms of which the
        Bonds are to be issued for the purpose of refunding the outstanding Prior Bonds, funding
        a reserve fund and paying for the costs of issuance of the Bonds;

                (b)    a Bond Purchase Agreement under the terms of which, among other
        things, the Authority agrees to sell and the underwriter agrees to purchase the Bonds;
        and

                   (c)   a Preliminary Official Statement describing the Bonds; and

       WHEREAS, the Authority now desires to appoint the members of the financing team to
enable the City and the Authority to pursue said proceedings; and

      WHEREAS, being fully advised in the matter of the financing, this Board wishes to
proceed with implementation of said financing; and

        WHEREAS, all acts, conditions and things required by the Constitution and laws of the
State of California to exist, to have happened and to have been performed precedent to and in
connection with the consummation of the refinancing authorized hereby do exist, have
happened and have been performed in regular and due time, form and manner as required by
law, and the Authority is now duly authorized and empowered, pursuant to each and every
requirement of law, to authorize the execution and delivery of certain documents in order to
further implement the refinancing in the manner and upon the terms herein provided; and

        WHEREAS, the City has determined that the issuance of the Bonds by the Authority will
result in significant public benefits, including demonstrable savings in effective interest rate,
bond preparation, bond underwriting and bond issuance costs;

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

      Section 1. The foregoing recitals are true and correct, and this Board so finds and
determines.

      Section 2. The firm of RBC Dain Rauscher is hereby appointed underwriter for the
Bonds, the firm of Orrick, Herrington & Sutcliffe LLP is hereby appointed bond counsel for the
Bonds and the firm of Jones Hall, a Professional Corporation, is hereby appointed disclosure
counsel for the Bonds.

       Section 3. Pursuant to the Law, the Bonds shall be issued in the aggregate principal
amount of not to exceed Seventeen Million Five Hundred Thousand Dollars ($17,500,000) with
such amount to be divided between the Series 2005A Bonds and the Series 2005B Bonds in
such amounts as deemed in the best interest of the City by the Treasurer/Controller of the
Authority; provided, however, that (a) the true interest cost of the Bonds shall not exceed 5.75%
and (b) the maximum term of any maturity shall not extend beyond the year 2032.




                                                 -4-
DOCSSF1:814341.3
        Section 4. The form and substance of the Amended and Restated Trust Agreement is
hereby approved. The Treasurer/Controller of the Authority or designee thereof is hereby
authorized and directed, for and in the name and on behalf of the Authority, to execute and
deliver the Amended and Restated Trust Agreement in substantially said form, with such
changes therein as such officer may require or approve, such approval to be conclusively
evidenced by the execution and delivery thereof.

        Section 5. The form and substance of the Bond Purchase Agreement is hereby
approved. The Treasurer/Controller of the Authority or designee thereof is hereby authorized
and directed, for and in the name and on behalf of the Authority, to execute and deliver the
Bond Purchase Agreement in substantially said form, with such changes therein as such officer
may require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof.

         Section 6. (a) The form and substance of the Preliminary Official Statement is hereby
approved. The Treasurer/Controller or designee thereof is authorized to execute the final
Official Statement to be derived therefrom.

               (b) This Board hereby authorizes the Treasurer/Controller or designee thereof to
find and determine that said Preliminary Official Statement in preliminary form is, and as of its
date shall be deemed "final" for purpose of Rule 15c(2)-12 of the Securities and Exchange
Commission, and the Treasurer/Controller of the Authority or designee thereof is hereby
authorized to execute a certificate to such effect in the customary form.

               (c) The Treasurer/Controller of the Authority or designee thereof is authorized to
approve corrections and additions to the Preliminary Official Statement by supplement or
amendment thereto, by appropriate insertions, or otherwise as appropriate, provided that such
corrections or additions shall be regarded by such officer as necessary to cause the information
contained therein to conform to facts material to the Bonds or the Local Obligations or to the
proceedings of this Board or the City Council of the City of Brentwood or that such corrections
or additions are in form rather than in substance.

                (d) The underwriter of the Bonds is authorized to distribute said Preliminary
Official Statement and the final Official Statement to be derived therefrom in connection with the
sale and distribution of the Bonds.

        Section 7. The officers of the Authority are hereby authorized and directed, jointly and
severally, to do any and all things and to execute and deliver any and all documents, including
any leases or other agreements necessary to establish the City’s legal ability to make Legally
Available Funds available under the Amended and Restated Trust Agreement, which they may
deem necessary or advisable in order to obtain bond insurance and/or a reserve fund surety
policy for the Bonds and to carry out, give effect to and comply with the terms and intent of this
resolution. Such actions heretofore taken by such officers are hereby ratified, confirmed and
approved.

        Section 8. This resolution shall take effect immediately upon its passage.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 24th day of May, 2005 by the following vote:




                                               -5-
DOCSSF1:814341.3
                        AMENDED AND RESTATED TRUST AGREEMENT

               This Amended and Restated Trust Agreement, dated as of June 1, 2005, is by and
among the BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY, a joint exercise
of powers agency established pursuant to the laws of the State of California (the “Issuer”), the
CITY OF BRENTWOOD, a municipal corporation organized and existing under the
Constitution and laws of the State of California, (the “City”) and U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized and existing under the laws of the
United States of America, as trustee (the “Trustee”).

               WHEREAS, the Issuer is empowered under the provisions of the Government
Code of the State of California to issue its bonds for the purpose of financing certain
improvements and purchasing various obligations issued by certain local agencies; and

               WHEREAS, pursuant to a Trust Agreement dated as of September 1, 2002 (the
“Trust Agreement”), the Issuer issued its CIFP 2002-1 Infrastructure Revenue Bonds, Series
2002 (the “2002 Bonds”), to finance certain capital improvements and purchase the 2002 Local
Obligations (as defined herein) as determined by the Issuer; and

               WHEREAS, the Issuer desires to amend and restate the Trust Agreement in the
form of this Amended and Restated Trust Agreement in order to refund and to defease the 2002
Bonds in the outstanding principal amounts of $____________ (the “Prior Bonds”) and has
authorized and undertaken to issue the Brentwood Infrastructure Financing Authority
Infrastructure Revenue Refunding Bonds, Series 2005A (the “Series 2005A Bonds”) and the
Brentwood Infrastructure Financing Authority Infrastructure Revenue Refunding Bonds,
Subordinated Series 2005B (the “Series 2005B Bonds” and, together with the Series 2005A
Bonds, the “Bonds”) pursuant to this Amended and Restated Trust Agreement; and

               WHEREAS, it has been determined that the estimated amount necessary to refund
and to defease the outstanding Prior Bonds pursuant to the Trust Agreement, to fund a Reserve
Fund for the Bonds, and to pay the costs of issuance of the Bonds will require the issuance of the
Bonds in the aggregate principal amount of ___________________________________ dollars
($__________); and

               WHEREAS, all things necessary to make the Bonds, when authenticated by the
Trustee and issued as provided in this Amended and Restated Trust Agreement, the valid,
binding and legal obligations of the Issuer according to the import thereof and hereof have been
done and performed;

         NOW, THEREFORE, THIS AMENDED AND RESTATED TRUST
AGREEMENT WITNESSETH:

                   That the Trust Agreement is hereby amended and restated in its entirety as
follows:




                                                   -6-
DOCSSF1:814341.3
                   GRANTING CLAUSE

                That the Issuer and the City, in consideration of the premises, the acceptance by
the Trustee of the trusts hereby created, and other good and valuable consideration, the receipt of
which is hereby acknowledged, and in order to secure the payment of the interest on and the
principal of and the redemption premiums, if any, on all Bonds Outstanding hereunder from time
to time according to their tenor and effect, and such other payments required to be made under
this Amended and Restated Trust Agreement, and to secure the observance and performance by
the Issuer and the City of all the agreements, conditions, covenants and terms expressed and
implied herein and in the Bonds, do hereby assign, bargain, convey, grant, mortgage and pledge
a security interest unto the Trustee, and unto its successors in the trusts hereunder, and to them
and their successors and assigns forever, in all right, title and interest of the Issuer and the City
in, to and under, subject to the provisions of this Amended and Restated Trust Agreement
permitting the application thereof for the purposes and on the terms and conditions set forth
therein, each and all of the following (collectively the “Trust Estate”):

                   (a)   the proceeds of sale of the Bonds;

                   (b)   the Revenues (as herein defined);

                   (c)   the amounts in the Funds (as herein defined) established by this Amended
                         and Restated Trust Agreement, except amounts in the Rebate Fund;

                   (d)   the Local Obligations;

TO HAVE AND TO HOLD IN TRUST all of the same hereby assigned, conveyed and pledged
or agreed or intended so to be to the Trustee and its successors and assigns forever for the benefit
of the Owners from time to time of the Bonds authenticated hereunder and issued by the Issuer
and outstanding and without any priority as to the Trust Estate of any one Bond over any other
(except as expressly provided in or permitted by this Amended and Restated Trust Agreement),
upon the trusts and subject to the agreements, conditions, covenants and terms hereinafter set
forth;

AND THIS AMENDED AND RESTATED TRUST AGREEMENT FURTHER
WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to
be issued, authenticated and delivered and all of the rights and property hereby assigned,
bargained, conveyed, granted, mortgaged and pledged are to be dealt with and disposed of under,
upon and subject to the agreements, conditions, covenants, purposes, terms, trusts and uses as
hereinafter expressed, and the Issuer and the City have agreed and covenanted, and do hereby
agree and covenant, with the Trustee and with the Owners from time to time of the Bonds, as
follows:




                                                  -7-
DOCSSF1:814341.3
                                           ARTICLE I

                                         DEFINITIONS

              SECTION 1.01. Definitions. The terms set forth below shall have the following
meanings in this Amended and Restated Trust Agreement, unless the context clearly otherwise
requires:

              “Accountant” shall mean an independent certified public accountant, or a firm of
independent certified public accountants, selected by the Issuer.

               “Accountant’s Certificate” shall mean a certificate signed by (i) Bond Logistix
LLC or any successor thereto, or (ii) an independent certified public accountant of recognized
national standing selected by the Issuer, or a firm of independent certified public accountants of
recognized national standing.

            “Act” shall mean Article 4 of Chapter 5 of Division 7 of Title 1 of the California
Government Code, as amended and supplemented from time to time.

              “Amended and Restated Trust Agreement” shall mean this Amended and Restated
Trust Agreement dated as of June 1, 2005, among the City, the Issuer and the Trustee, pursuant
to which the Bonds are to be issued, as amended or supplemented from time to time in
accordance with its terms.

                “Annual Debt Service” shall mean, for each Bond Year and for each Series of
Bonds, the sum of (1) the interest falling due on all Outstanding Bonds of such Series in such
Bond Year, assuming that all Principal Installments are paid as scheduled (except to the extent
that such interest is to be paid from the proceeds of sale of any Bonds), and (2) the scheduled
Principal Installments of the Outstanding Bonds of such Series, payable in such Bond Year.

              “Assessment District” means the City of Brentwood Assessment District No.
2002-1 for which the Local Obligations were issued.

               “Authorized Denominations,” with respect to the Series 2005A Bonds, shall mean
five thousand dollars ($5,000) and any integral multiple thereof, but not exceeding the principal
amount of the Series 2005A Bonds maturing on any one date, and with respect to the Series
2005B Bonds, shall mean one thousand dollars ($1,000) and any integral multiple thereof, but
not exceeding the principal amount of the Series 2005B Bonds maturing on any one date.

               “Authorized Officer,” when used with reference to the Issuer, shall mean the
Chair, Vice-Chair, Treasurer/Controller or any other Person authorized by the Issuer in a Written
Order or resolution to perform an act or sign a document on behalf of the Issuer for purposes of
this Amended and Restated Trust Agreement, and, when used with reference to the City, shall
mean the City Manager, City Treasurer, Director of Finance and Information Systems or any
other Person authorized by the City in a Written Order or resolution to perform an act or sign a
document on behalf of the City for the purposes of this Amended and Restated Trust Agreement.



                                                -8-
DOCSSF1:814341.3
               “Average Annual Debt Service” shall mean the average Bond Year Annual Debt
Service over all Bond Years during which the Bonds of any Series are scheduled to remain
Outstanding.

              “Bond” or “Bonds” shall mean any or all of the Series 2005A Bonds and the
Series 2005B Bonds, authorized and issued by the Issuer and authenticated by the Trustee and
delivered under this Amended and Restated Trust Agreement.

              “Bond Insurer” means ___________________, a _________ stock insurance
company, or any successor thereto or assignee thereof.

               “Bond Insurance Policy” means the policy of municipal bond insurance insuring
the scheduled payment of principal and interest on the Series 2005A Bonds when due, issued by
the Bond Insurer.

                “Bond Counsel” shall mean Orrick, Herrington & Sutcliffe LLP or another
attorney-at-law, or a firm of such attorneys, of nationally recognized standing in matters
pertaining to the tax-exempt nature of interest on obligations issued by states and their political
subdivisions.

                   “Bond Register” shall mean the registration books specified as such in Section
2.07.

               “Bond Year” shall mean the 12 month period ending September 2, provided, that
the first Bond Year shall commence on the Dated Date and end on September 2, 2006.

                “Book-Entry Bonds” shall mean any Bonds designated as Book-Entry Bonds
pursuant to this Amended and Restated Trust Agreement and registered in the name of the
Nominee pursuant to Section 2.06.

              “Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) a
day on which the Corporate Trust Office of the Trustee is closed.

                   “Capital Improvement Fund” means the fund by that name established pursuant to
Section 5.03.

                   “Cash Flow Certificate” shall mean a written certificate executed by a Cash Flow
Consultant.

                “Cash Flow Consultant” shall mean RBC Dain Rauscher; provided, that the Issuer
may appoint as the Cash Flow Consultant any other financial consultant or firm of such
consultants generally recognized to be well qualified in the financial consulting field relating to
municipal securities such as the Bonds, approved by the Bond Insurer appointed and paid by the
City or the Issuer and who, or each of whom:

                   (1)    is in fact independent and not under the domination of the City or the
        Issuer;


                                                   -9-
DOCSSF1:814341.3
                (2)     does not have any substantial interest, direct or indirect, with the City or
        the Issuer; and

                (3)     is not connected with the City or the Issuer as a member, officer or
        employee of the City or the Issuer, but who may be regularly retained to make annual or
        other reports to the City or the Issuer.

               The Cash Flow Consultant shall not be deemed to have a “financial advisory
relationship” with the Issuer within the meaning of California Government Code Section
53590(c).

                   “Chair” shall mean the Chair of the Issuer.

                   “City” shall mean the City of Brentwood, California, and its successors.

                   “City Manager” shall mean the City Manager of the City.

               “Code” shall mean the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

               “Continuing Disclosure Agreement” shall mean that certain Continuing
Disclosure Agreement, dated as of _______________, 2005 by and among the Issuer, the City
and the Trustee.

                “Corporate Trust Office” shall mean the office of the Trustee in San Francisco,
California, at which at any particular time corporate trust business shall be administered, or such
other office as it shall designate, except that with respect to presentation of Bonds for payment,
transfer or exchange, such term shall mean the corporate trust office of U.S. Bank National
Association in St. Paul, Minnesota or such other office specified by the Trustee.

                   “Dated Date” shall mean _______________, 2005.

               “Deficit Bond Amount” means an amount of Bonds, as determined by a Cash
Flow Certificate delivered pursuant to Section 4.05, equal to the difference between: (a) the
Required Redemption Amount and (ii) the amount of Bonds which are redeemed from amount
deposited in the Redemption Fund pursuant to Sections 4.02 and 5.06.

                “Deficit Share” means, in each Bond Year, an amount equal to the product of (i) a
fraction, the numerator of which is the Deficit Bond Amount and the denominator of which is the
total amount of Outstanding Bonds and (ii) Annual Debt Service on the Bonds; provided, that the
Deficit Share in any Bond Year shall not be less than the difference between the principal of and
interest on the Local Obligations payable in such Bond Year and the Annual Debt Service in
such Bond Year.

               “Depository” shall mean the securities depository acting as Depository pursuant
to Section 2.06.




                                                  -10-
DOCSSF1:814341.3
              “DTC” shall mean The Depository Trust Company, New York, New York, and its
successors and assigns.

                   “Event of Default” shall mean any event of default specified as such in Section
8.01.

                   “Expense Fund” shall mean the Fund by that name established pursuant to Section
5.01.

               “Expenses” shall mean all administrative costs of the Issuer that are charged
directly or apportioned to the administration of the Local Obligations and the Bonds, such as
salaries and wages of employees, audits, overhead and taxes (if any), legal fees and expenses,
amounts necessary to pay to the United States or otherwise to satisfy requirements of the Code
and the regulations thereunder in order to maintain the tax-exempt status of the Bonds, and
compensation, reimbursement and indemnification of the Trustee, together with all other
reasonable and necessary costs of the Issuer or charges required to be paid by it to comply with
the terms hereof or of the Bonds.

               “Fiscal Year” shall mean the fiscal year of the Issuer, which at the date hereof is
the period commencing on July 1 in each calendar year and ending on June 30 in the following
calendar year.

                “Funds” shall mean, collectively, the Revenue Fund, the Series 2005A Interest
Fund, the Series 2005A Principal Fund, the Series 2005A Reserve Fund, the Series 2005B
Interest Fund, the Series 2005B Principal Fund, the Series 2005B Reserve Fund, the Redemption
Fund, the Expense Fund, the Capital Improvement Fund, the Obligation Fund and the Rebate
Fund, including all accounts therein.

               “Government Obligations” shall mean and include any of the following securities:
lawful currency of the United States; State and Local Government Series issued by the United
States Treasury (SLGS); United States Treasury bills, notes and bonds; and certificates, receipts
or other obligations evidencing direct ownership of, or the right to receive, a specified portion of
one or more interest payments or principal payments, or any combination thereof, to be made on
any United States Treasury bill, note or bond (“STRIPS”).

                “Information Services” shall mean the following information services: (i)
Financial Information, Inc.’s “Daily Called Bond Service,” 30 Montgomery Street, 10th Floor,
Jersey City, New Jersey 07302, Attention: Editor, (ii) Kenny Information Services “Called Bond
Service,” 65 Broadway Street, 28th Floor, New York, New York 10004, (iii) Moody’s
“Municipal and Government,” 99 Church Street, 8th Floor, New York, New York 10007,
Attention: Municipal News Reports, and (iv) Standard and Poor’s “Called Bond Record,” 25
Broadway, 3rd Floor, New York, New York 10004; or, in accordance with then-current
guidelines of the Securities and Exchange Commission, such other services providing
information with respect to called bonds, or no such services, as the Issuer may designate in an
Officer’s Certificate delivered to the Trustee.

            “Interest Payment Date” shall mean March 2 and September 2 in each year,
commencing on September 2, 2005.

                                                  -11-
DOCSSF1:814341.3
                “Investment Securities” shall mean and include any of the following securities, to
the extent permitted by the laws of the State (the Trustee is entitled to rely upon investment
directions of the Issuer as a certification such investment is permitted by such laws):

        1.         (a) Direct obligations (other than an obligation subject to variation to principal
                   repayment) of the United States of America (“United States Treasury
                   Obligations”), (b) obligations fully and unconditionally guaranteed as to timely
                   payment of principal and interest by the United States of America, (c) obligations
                   fully and unconditionally guaranteed as to timely payment of principal and
                   interest by any agency or instrumentality of the United States of America when
                   such obligations are backed by the full faith and credit of the United States of
                   America, or (d) evidences of ownership of proportionate interests in future
                   interest and principal payments on obligations described above held by a bank or
                   trust company as custodian, under which the owner of the investment is the real
                   party in interest and has the right to proceed directly and individually against the
                   obligor and the underlying government obligations are not available to any person
                   claiming through the custodian or to whom the custodian may be obligated.

        2.         Federal Housing Administration debentures.

        3.         The listed obligations of government sponsored agenda which are not backed by
                   the full faith and credit of the United States of America:

        -          Federal Home Loan Mortgage Corporation (FHLMC):
                   Participation certificates (excluded are stripped mortgage securities which are
                   purchased at prices exceeding their principal amounts)
                   Senior Debt obligations

        -          Farm Credit Banks (formerly Federal Land Banks, Federal Intermediate Credit
                   Banks and Banks for Cooperatives):
                   Consolidated system-wide bonds and notes

        -          Federal Home Loan Banks (FHL Banks):
                   Consolidated debt obligations

        -          Federal National Mortgage Association (FNMA):
                   Senior debt obligations
                   Mortgage-backed securities (excluded are stripped mortgage securities which are
                   purchased at prices exceeding their principal amounts)

        -          Student Loan Marketing Association (SLMA):
                   Senior debt obligations (excluded are securities that do not have a fixed par value
                   and/or whose terms do not promise a fixed dollar amount at maturity or cap date)

        -          Financing Corporation (FICO):
                   Debt obligations



                                                   -12-
DOCSSF1:814341.3
        -          Resolution Funding Corporation (REFCORP):
                   Debt obligations

        4.         Unsecured certificates of deposit, time deposits, and bankers’ acceptances (having
                   maturities of not more than 30 days) of any bank the short term obligations of
                   which are rated “A-1” or better by S&P.

        5.         Deposits the aggregate amount of which are fully insured by the Federal Deposit
                   Insurance Corporation (FDIC), in banks which issue capital and surplus of at least
                   $5 million-

        6.         Commercial paper (having original maturities of not more than 270 days) rated
                   “A-1+” by S&P and “Prime-1” by Moody’s.

        7.         Money market funds rated “AAm” or “AAm-G” by S&P, or better, including
                   such funds for which the Trustee or an affiliate provides investment advice or
                   other services.

        8.         “State Obligations”. which means:

                   A.     Direct general obligations of any state of the United States of America or
                          any subdivision or agency thereof to which is pledged the full faith and
                          credit of a state the unsecured general obligation debt of which is rated
                          “A3” by Moody’s and “A” by S&P, or better, or any obligation fully and
                          unconditionally guaranteed by any state, subdivision or agency whose
                          unsecured general obligation debt is so rated.

                   B.     Direct general short-term obligations of any state agency or subdivision or
                          agency thereof described in (A) above and rated “A-1+” by S&P and
                          “MIG-1” by Moody’s.

                   C.     Special Revenue Bonds (as defined in the United States Bankruptcy Code)
                          of any state, state agency or subdivision described in (A) above and rated
                          “AA” or better by S&P and “Aa” or better by Moody’s.

        9.         Pre-refunded municipal obligations rated “AAA” by S & P and “Aaa” by
                   Moody’s meeting the following requirements:

                   A.     the municipal obligations are (1) not subject to redemption prior to
                          maturity or (2) the trustee for the municipal obligations has been given
                          irrevocable instructions concerning their call and redemption and the
                          issuer of the municipal obligations has covenanted not to redeem such
                          municipal obligations other than as set forth in such instructions;

                   B.     the municipal obligations are secured by cash or United States Treasury
                          Obligations which may be applied only to payment of the principal of,
                          interest and premium on such municipal obligations;


                                                  -13-
DOCSSF1:814341.3
                   C.     the principal of and interest on the United States Treasury Obligations
                          (plus any cash in the escrow) has been verified by the report of
                          independent certified public accountants to be sufficient to pay in full all
                          principal of, interest, and premium, if any, due and to become due on the
                          municipal obligations (“Verification”);

                   D.     the cash or United States Treasury Obligations serving as security for the
                          municipal obligations are held by an escrow agent or trustee in trust for
                          owners of the municipal obligations;

                   E.     no substitution of a United States Treasury Obligation shall be permitted
                          except with another United States Treasury Obligation and upon delivery
                          of a new Verification; and

                   F.     the cash or United States Treasury Obligations are not available to satisfy
                          any other claims, including those by or against the trustee or escrow agent.

        10.        Repurchase agreements:

                   With (1) any domestic bank, or domestic branch of a foreign bank. the long term
                   debt of which is rated at least “A” by S&P and Moody’s; or (2) any broker-dealer
                   with “retail customers” or a related affiliate thereof which broker-dealer has, or
                   the parent company (which guarantees the provider) of which has, long-term debt
                   rated at least “A” by S&P and Moody’s, which broker-dealer falls under the
                   jurisdiction of the Securities Investors Protection Corporation; or (3) any other
                   entity rated “A” or better by S&P and Moody’s and acceptable to the Bond
                   Insurer, provided that:

                   A.     The market value of the collateral is maintained at levels and upon such
                          conditions as would be acceptable to S&P and Moody’s to maintain an
                          “A” rating in an “A rated structured financing (with a market value
                          approach);

                   B.     The Trustee or a third party acting solely as agent therefor or for the issuer
                          (the “Holder of the Collateral”) has possession of the collateral or the
                          collateral has been transferred to the Holder of the Collateral in
                          accordance with applicable state and federal laws (other than by means of
                          entries on the transferors books);

                   C.     The repurchase agreement shall state and an opinion of counsel shall be
                          rendered at the time such collateral is delivered that the Holder of the
                          Collateral has a perfected first priority security interest in the collateral,
                          any substituted collateral and all proceeds thereof (in the case of bearer
                          securities, this means the Holder of the Collateral is in possession);

                   D.     All other requirements of S&P in respect of repurchase agreements shall
                          be met.


                                                   -14-
DOCSSF1:814341.3
                   E.     The repurchase agreement shall provide that if during its term the
                          provider’s rating by either Moody’s or S&P is withdrawn or suspended or
                          falls below “A-” by S&P or “A3” by Moody’s, as appropriate, the
                          provider must, at the direction of the Issuer or the Trustee (who shall give
                          such direction if so directed by the Bond Insurer), within 10 days of
                          receipt of such direction, repurchase all collateral and terminate the
                          agreement, with no penalty or premium to the Issuer or Trustee.

                Notwithstanding the above, if a repurchase agreement has a term of 270 days or
        less (with no evergreen provision), collateral levels need not be as specified in (A) above,
        so long as such collateral levels are 103% or better and the provider is rated at least “A”
        by S&P and Moody’s, respectively.

        11.        Investment agreements with a domestic or foreign bank or corporation (other than
                   a life or property casualty insurance company) the long-term debt of which, or, in
                   the case of a guaranteed corporation the long-term debt, or, in the case of a
                   monoline financial guaranty insurance company, claims paying ability, of the
                   guarantor is rated at least “AA” by S&P and “Aa” by Moody’s; provided that. by
                   the terms of the investment agreement:

                   A.     interest payments are to be made to the Trustee at times and in amounts as
                          necessary to pay debt service (or, if the investment agreement is for the
                          construction fund, construction draws) on the Bonds;

                   B.     the invested funds are available for withdrawal without penalty or
                          premium, at any time upon not more than seven days’ prior notice; the
                          Issuer and the Trustee hereby agree to give or cause to be given notice in
                          accordance with the terms of the investment agreement so as to receive
                          funds thereunder with no penalty or premium paid;

                   C.     the investment agreement shall state that is the unconditional and general
                          obligation of, and is not subordinated to any other obligation of, the
                          provider thereof or, if the provider is a bank, the agreement or the opinion
                          of counsel shall state that the obligation of the provider to make payments
                          thereunder ranks pari passu with the obligations of the provider to its other
                          depositors and its other unsecured and unsubordinated creditors;

                   D.     the Issuer or the Trustee receives the opinion of domestic counsel (which
                          opinion shall be addressed to the Issuer and the Bond Insurer) that such
                          investment agreement is legal, valid, binding and enforceable upon the
                          provider in accordance with its terms and of foreign counsel (if applicable)
                          in form and substance acceptable, and addressed to, the Bond Insurer,

                   E.     the investment agreement shall provide that if during its term

                          i)     the provider’s rating by either S&P or Moody’s falls below “AA-“
                                 or “Aa3”, respectively, the provider shall, at its option, within 10
                                 days of receipt of publication of such downgrade, either

                                                  -15-
DOCSSF1:814341.3
                                 (i) collateralize the investment agreement by delivering or
                                 transferring in accordance with applicable state and federal laws
                                 (other than by means of entries on the providers books) to the
                                 Issuer, the Trustee or a third party acting solely as agent therefor
                                 (the “Holder of the Collateral”) collateral free and clear of any
                                 third-party liens or claims the market value of which collateral is
                                 maintained at levels and upon such conditions as would be
                                 acceptable to S&P and Moods to maintain an “A” rating in an “A”
                                 rated structured financing (with a market value approach); or (ii)
                                 repay the principal of and accrued but unpaid interest on the
                                 investment, and

                          ii)    the providers rating by either S&P or Moody’s is withdrawn or
                                 suspended or falls below “A-” or “A3”, respectively, the provider
                                 must, at the direction of the issuer or the Trustee (who shall give
                                 such direction if so directed by the Bond Insurer), within 10 days
                                 of receipt of such direction, repay the principal of and accrued but
                                 unpaid interest on the investment, in either case with no penalty or
                                 premium to the Issuer or Trustee, and

                   F.     The investment agreement shall state and an opinion of counsel shall be
                          rendered, in the event collateral is required to be pledged by the provider
                          under the terms of the investment agreement, at the time such collateral is
                          delivered, that the Holder of the Collateral has a perfected first priority
                          security interest in the collateral, any substituted collateral and all
                          proceeds thereof (in the case of bearer securities, this means the Holder of
                          the Collateral is in possession);

                   G.     The investment agreement must provide that if during its term

                          i)     the provider shall default in its payment obligations, the provider’s
                                 obligations under the investment agreement shall, at the direction
                                 of the Issuer or the Trustee (who shall give such direction if so
                                 directed by the Bond Insurer), be accelerated and amounts invested
                                 and accrued but unpaid interest thereon shall be repaid to the Issuer
                                 or Trustee, as appropriate, and

                          ii)    the provider shall become insolvent, not pay its debts as they
                                 become due, be declared or petition to be declared bankrupt, etc.
                                 (“event of Insolvency”), the provider’s obligations shall
                                 automatically be accelerated and amounts invested and accrued but
                                 unpaid interest thereon shall be repaid to the Issuer or Trustee, as
                                 appropriate.

        12.        The Local Agency Investment Fund (Sections 53600-53609 of the Government
                   Code of the State of California), as now in effect or as may be amended or
                   recodified from time to time; provided, that such investment is held in the name


                                                  -16-
DOCSSF1:814341.3
                   and to the credit of the Trustee; and provided further, that the Trustee may restrict
                   such investment if required to keep moneys available for the purposes of the
                   Amended and Restated Trust Agreement.

        13.        Shares in a California common law trust established pursuant to Title 1, Division
                   7, Chapter 5 of the Government Code of the State of California which invests
                   exclusively in investments permitted by Section 53635 of Title 5, Division 2,
                   Chapter 4 of the Government Code of the State of California, as it may be
                   amended; provided that such shares are held in the name and to the credit of the
                   Trustee.

               “Issuer” shall mean the Brentwood Infrastructure Financing Authority, a joint
exercise of powers agency established pursuant to a Joint Exercise of Powers Agreement, dated
March 14, 1995, as amended and restated by an Amended and Restated Joint Exercise of Powers
Agreement, dated as of December 1, 2001, by and between the City and the Redevelopment
Agency of the City of Brentwood, and the laws of the State, and its successors.

               “Legally Available Funds” means any available funds in the City's Water or
Wastewater Enterprise Funds, or the City's roadway, water, wastewater, drainage, parks or trials
fee accounts, or from any other source of legally available funds appropriated by the City
Council.

               “Letter of Representations” shall mean the letter of the Issuer and the Trustee
delivered to and accepted by the Depository on or prior to the issuance of the Bonds setting forth
the basis on which the Depository serves as depository for such Bonds as originally executed or
as it may be supplemented or revised or replaced by a letter to a substitute depository.

                   “Local Agency” shall mean the City of Brentwood, California.

               “Local Obligation Resolution” shall mean the resolution of the City authorizing
issuance of the Local Obligations in its Assessment District No. 2002-1.

             “Local Obligations” shall mean the City of Brentwood Limited Obligation
Improvement Bonds, Assessment District No. 2002-1, held by the Trustee in the Obligation Fund
hereunder.

                “Maximum Annual Debt Service” shall mean, for each Series of Bonds, the
largest Annual Debt Service during the period from the date of such determination through the
final maturity date of any Outstanding Bonds of such Series.

               “Nominee” shall mean the nominee of the Depository, which may be the
Depository, as determined from time to time pursuant to Section 2.06.

                   “Obligation Fund” shall mean the fund by that name established pursuant to
Section 5.01.

                   “Officer’s Certificate” shall mean a certificate signed by an Authorized Officer.


                                                   -17-
DOCSSF1:814341.3
                   “Opinion of Bond Counsel” shall mean a legal opinion signed by a Bond Counsel.

               “Outstanding” shall mean, with respect to the Bonds and as of any date, the
aggregate of Bonds authorized, issued, authenticated and delivered under this Amended and
Restated Trust Agreement, except:

               (a)    Bonds canceled or surrendered to the Trustee for cancellation pursuant to
        Section 2.10;

                   (b)    Bonds deemed to have been paid as provided in Section 12.02; and

               (c)     Bonds in lieu of or in substitution for which other Bonds shall have been
        authenticated and delivered pursuant to this Amended and Restated Trust Agreement.

              “Owner” shall mean, as of any date, the Person or Persons in whose name or
names a particular Bond shall be registered on the Bond Register as of such date.

              “Participating Underwriter” has the meaning ascribed thereto in the Continuing
Disclosure Agreement.

               “Person” shall mean an individual, a corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated organization or a government or political
subdivision thereof.

               “Prepayment” shall mean any payment with respect to a Local Obligation as a
result of prepayments of assessments by property owners which, pursuant to the terms of such
Local Obligation, would require all or any portion of such Local Obligation to be redeemed prior
to the maturity thereof, in either case whether or not such payment includes any premium or
prepayment penalty.

               “Principal Installment” shall mean, with respect to any Principal Payment Date,
the principal amount of Outstanding Bonds due on such date, or mandatory sinking account
payment required to be paid on any Principal Payment Date and used to redeem a portion of any
Bond on such date, if any.

              “Principal Payment Date” shall mean September 2 of each year commencing
September 2, 2005, and ending on the last date on which any Bonds are scheduled to mature.

             “Property Owner” shall mean an owner or property within the City of Brentwood
Assessment District No. 2002-1.

                   “Rebate Fund” shall mean the Fund by that name established pursuant to Section
5.01.

               “Rebate Instructions” shall mean those calculations and directions required to be
delivered to the Trustee by the Issuer pursuant to the Tax Certificate.




                                                 -18-
DOCSSF1:814341.3
                   “Rebate Requirement” shall mean the Rebate Requirement defined in the Tax
Certificate.

              “Record Date” shall mean the fifteenth (15th) day of the month preceding any
Interest Payment Date, whether or not such day is a Business Day.

               “Redemption Amount” means (i) with respect to any Bond, the amount of the
principal amount thereof plus the redemption premium, if any, applicable as of the date of
calculation, and (ii) with respect to any Local Obligations, 103% of the principal amount thereof.

                   “Redemption Fund” shall mean the Fund by that name established pursuant to
Section 5.01.

                “Required Redemption Amount” means, with respect to any redemption of Bonds
pursuant to Section 4.02, the product of (i) a fraction, the numerator of which is the principal
amount of the Property Owner Prepayments triggering such redemption (excluding accrued
interest, prepayment penalty and other charges) and the denominator of which is the total amount
of Local Obligations outstanding immediately prior to the Property Owner Prepayments and (ii)
the total amount of Outstanding Bonds.

              “Requisition of the Issuer” shall mean a requisition of the Issuer delivered to the
Trustee pursuant to Section 5.15.

               “Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance
Policy issued by the Bond Insurer to fund the Series 2005A Reserve Requirement.

                   “Revenue Fund” shall mean the Fund by that name established pursuant to
Section 5.01.

                “Revenues” shall mean (i) Local Obligation Revenues and all other amounts
received by the Trustee as the payment of interest or premiums on, or the equivalent thereof, and
the payment or return of principal of, or the equivalent thereof, all Local Obligations, whether as
a result of scheduled payments or Property Owner Prepayments or remedial proceedings taken in
the event of a default thereon, (ii) all investment earnings on any moneys held in the Funds or
accounts established hereunder, except the Rebate Fund, and (iii) any amounts paid by the City
pursuant to Section 5.06.

                   “Secretary” shall mean the Secretary of the Issuer.

                “Securities Depositaries” shall mean the following registered securities
depositaries: (i) The Depository Trust Company, 711 Stewart Avenue, Garden City, New York
11530, Fax - 516/227-4039 or 4190, (ii) Midwest Securities Trust Company, Capital Structures-
Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax - 312/663-2343, and
(iii) Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street,
Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex - 215/496-5058; or, in
accordance with then-current guidelines of the Securities and Exchange Commission, such other
securities depositaries, or no such depositaries, as the Issuer may designate in an Officer’s
Certificate delivered to the Trustee.

                                                   -19-
DOCSSF1:814341.3
               “Series” means a separate series of Bonds, being either the Series 2005A Bonds
or the Series 2005B Bonds.

               “Series 2005A Bonds” shall mean the Brentwood Infrastructure Financing
Authority, Infrastructure Revenue Refunding Bonds, Series 2005A authorized and issued
hereunder.

               “Series 2005A Interest Fund” shall mean the Fund by that name established
pursuant to Section 5.01.

               “Series 2005A Principal Fund” shall mean the Fund by that name established
pursuant to Section 5.01.

               “Series 2005A Reserve Fund” shall mean the Fund by that name created pursuant
to Section 5.01.

             “Series 2005A Reserve Requirement” shall mean, as of any date of calculation,
the Maximum Annual Debt Service on the Series 2005A Bonds. The Series 2005A Reserve
Requirement with respect to the Series 2005A Bonds as of Dated Date is $____________

               “Series 2005B Bonds” shall mean the Brentwood Infrastructure Financing
Authority, Infrastructure Revenue Refunding Bonds, Subordinated Series 2005B authorized and
issued hereunder.

               “Series 2005B Interest Fund” shall mean the Fund by that name established
pursuant to Section 5.01.

               “Series 2005B Principal Fund” shall mean the Fund by that name established
pursuant to Section 5.01.

               “Series 2005B Reserve Fund” shall mean the Fund by that name created pursuant
to Section 5.01.

             “Series 2005B Reserve Requirement” shall mean, as of any date of calculation,
the Maximum Annual Debt Service on the Series 2005B Bonds. The Series 2005B Reserve
Requirement with respect to the Series 2005B Bonds as of Dated Date is $______.

             “S&P” shall mean Standard and Poor’s Ratings Services, a division of the
McGraw Hill Companies Inc., and its successors.

               “Special Record Date” shall mean the date established by the Trustee pursuant to
Section 2.01 as a record date for the payment of defaulted interest on the Bonds.

                   “State” shall mean the State of California.

               “Supplemental Trust Agreement” shall mean any trust agreement supplemental to
or amendatory of this Amended and Restated Trust Agreement which is duly executed and
delivered in accordance with the provisions of this Amended and Restated Trust Agreement.


                                                   -20-
DOCSSF1:814341.3
               “Tax Certificate” shall mean that certificate, relating to various federal tax
requirements, including the requirements of Section 148 of the Code, signed by the Issuer and
the City on the date each Series of Bonds are issued, as the same may be amended or
supplemented in accordance with its terms.

                   “Treasurer” shall mean the Treasurer/Controller of the Issuer.

                   “Trust Estate” shall have the meaning ascribed thereto in the granting clause
hereof.

                “Trustee” shall mean U.S. Bank National Association, a national banking
association, duly organized and existing under the laws of the United States of America, in its
capacity as trustee hereunder, and any successor as trustee under this Amended and Restated
Trust Agreement.

                   “Vice-Chair” shall mean the Vice-Chair of the Issuer.

                “Written Order”, when used with reference to the Issuer, shall mean a written
direction of the Issuer to the Trustee signed by an Authorized Officer, and, when used with
reference to the City, shall mean a written direction of the City to the Trustee signed by an
Authorized Officer.

               SECTION 1.02. Rules of Construction. Except where the context otherwise
requires, words imparting the singular number shall include the plural number and vice versa,
and pronouns inferring the masculine gender shall include the feminine gender and vice versa.
All references herein to particular articles or sections are references to articles or sections of this
Amended and Restated Trust Agreement. The headings and Table of Contents herein are solely
for convenience of reference and shall not constitute a part of this Amended and Restated Trust
Agreement, nor shall they affect its meanings, construction or effect.




                                                  -21-
DOCSSF1:814341.3
                                          ARTICLE II

                                    TERMS OF THE BONDS

                   SECTION 2.01. The Bonds.

                (a)      There shall be issued under and secured by this Amended and Restated
Trust Agreement bonds in the form of fully registered bonds to be designated “Brentwood
Infrastructure Financing Authority Infrastructure Revenue Refunding Bonds, Series 2005A” in
the aggregate principal amount of __________________________________ dollars
($__________). The Series 2005A Bonds shall be dated as of _______________, 2005 and
shall bear interest at the rates specified in the table below, such interest being payable
semiannually on each Interest Payment Date, and shall mature on the Principal Payment Dates in
the following years in the following principal amounts, namely:

           Principal
         Payment Date                         Principal                    Interest
         (September 2)                        Amount                         Rate

            2005                              $                             %
            2006
            2007
            2008
            2009
            2010
            2011
            2012
            2013
            2014
            2015
            2016
            2017
            2018
            2019
            2020
            2021
            2022
           *20__
           *2032

* Term Bonds

                (b)    There shall be issued under and secured by this Amended and Restated
Trust Agreement bonds in the form of fully registered bonds to be designated “Brentwood
Infrastructure Financing Authority Infrastructure Revenue Refunding Bonds, Subordinated
Series 2005B” in the aggregate principal amount of ____________________ dollars ($_______).
The Series 2005B Bonds shall be dated as of _______________, 2005 and shall bear interest at

                                                  -22-
DOCSSF1:814341.3
the rates specified in the table below, such interest being payable semiannually on each Interest
Payment Date, and shall mature on the Principal Payment Dates in the following years in the
following principal amounts, namely:

           Principal
         Payment Date                        Principal                          Interest
         (September 2)                       Amount                               Rate

            2005                             $                                   %
            2006
            2007
            2008
            2009
            2010
            2011
            2012
            2013
            2014
            2015
            2016
            2017
            2018
            2019
            2020
           *20__

* Term Bonds

                (c)     The principal of and redemption premiums, if any, and interest on the
Bonds shall be payable in lawful money of the United States of America. The Bonds shall be
issued as fully registered bonds in Authorized Denominations and each Series shall be numbered
in consecutive numerical order from 1 upwards. Each Bond shall bear interest from and
including the Interest Payment Date next preceding the date of authentication thereof unless it is
authenticated during the period from the Record Date preceding an Interest Payment Date to and
including such Interest Payment Date, in which event it shall bear interest from and including
such Interest Payment Date, or unless it is authenticated prior to September 2, 2005, in which
event it shall bear interest from the Dated Date; provided, that if at the time of authentication of
any Bond interest is then in default or overdue on the Bonds, such Bond shall bear interest from
the Interest Payment Date to which interest has previously been paid in full or made available for
payment in full on all Outstanding Bonds. Payment of the interest on any Bond shall be made to
the Person whose name appears on the Bond Register as the Owner thereof as of the Record
Date, such interest to be paid by check mailed by first class mail on the Interest Payment Date to
the Owner at the address which appears on the Bond Register as of the Record Date, for that
purpose; except that in the case of an Owner of one million dollars ($1,000,000) or more in
aggregate principal amount of any Series of Bonds, upon written request of such Owner to the
Trustee, in form satisfactory to the Trustee, received not later than the Record Date, such interest
shall be paid on the Interest Payment Date in immediately available funds by wire transfer. The

                                                 -23-
DOCSSF1:814341.3
principal of and redemption premiums, if any, on the Bonds shall be payable at the Corporate
Trust Office of the Trustee, upon presentation and surrender of such Bonds. Interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.

               (d)     Notwithstanding any other provision herein contained, any interest not
punctually paid or duly provided for, as a result of an Event of Default or otherwise, shall
forthwith cease to be payable to the Owner on the Record Date and shall be paid to the Owner in
whose name the Bonds is authenticated at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof being given to the
Owners by first class mail not less than ten (10) days prior to such Special Record Date.

               SECTION 2.02. Form of Bonds. The Bonds and the certificate of authentication
and assignment forms to appear thereon shall be in substantially the forms set forth in Exhibit A
hereto, with such variations, insertions or omissions as are appropriate to differentiate among the
Series of Bonds and as are not inconsistent herewith.

                SECTION 2.03. Temporary Bonds. Until the Bonds in definitive form are ready
for delivery, the Issuer may execute and, upon its request in writing, the Trustee shall
authenticate and deliver in lieu of any thereof and subject to the same provisions, limitations and
conditions one or more Bonds in temporary form, in substantially of the tenor of the Bonds
hereinbefore in this article described, with appropriate omissions, variations and insertions as the
Issuer shall determine.

                Until exchanged for the Bonds in definitive form, such Bonds in temporary form
shall be entitled to the lien and benefit of this Amended and Restated Trust Agreement. The
Issuer shall, without unreasonable delay, prepare, execute and deliver to the Trustee and, upon
the presentation and surrender of the Bond or Bonds in temporary form to the Trustee at its
Corporate Trust Office, the Trustee shall authenticate and deliver, in exchange therefor, a Bond
or Bonds of the same Series, maturity and interest rate, in definitive form, in Authorized
Denominations, and for the same aggregate Outstanding principal amount, as the Bond or Bonds
in temporary form surrendered. Such exchange shall be made at the Issuer’s own expense and
without making any charge therefor to any Owner.

                SECTION 2.04. Bonds Mutilated, Destroyed, Stolen or Lost. In the event any
Bond, whether temporary or definitive, is mutilated, lost, stolen or destroyed, the Issuer may
execute and, upon its request in writing, the Trustee shall authenticate and deliver a new Bond of
the same Series, principal amount and maturity as the mutilated, lost, stolen or destroyed Bond in
exchange and substitution for such mutilated Bond, or in lieu of and substitution for such lost,
stolen or destroyed Bond.

                Application for exchange and substitution of mutilated, lost, stolen or destroyed
Bonds shall be made to the Trustee at the Corporate Trust Office. In every case the applicant for
a substitute Bond shall furnish to the Trustee security or indemnification to the Trustee’s
satisfaction. In every case of loss, theft or destruction of a Bond, the applicant shall also furnish
to the Trustee evidence to the Trustee’s satisfaction of the loss, theft or destruction and of the
identity of the applicant, and in every case of mutilation of a Bond, the applicant shall surrender
the Bond so mutilated.


                                                -24-
DOCSSF1:814341.3
                Notwithstanding the foregoing provisions of this section, in the event any such
Bond shall have matured, and no default has occurred which is then continuing in the payment of
the principal of or redemption premiums, if any, on or interest on the Bonds, the Trustee may pay
the same (without surrender thereof except in the case of a mutilated Bond) instead of issuing a
substitute Bond so long as security or indemnification is furnished as above provided.

                 Upon the issuance of any substitute Bond, the Trustee may charge the Owner of
such Bond with its reasonable fees and expenses in connection therewith. Every substitute Bond
issued pursuant to the provisions of this section by virtue of the fact that any Bond is lost, stolen
or destroyed shall constitute an original additional contractual obligation of the Issuer, whether
or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone,
and shall be entitled to all the benefits of this Amended and Restated Trust Agreement equally
and proportionally with any and all other Bonds of such Series duly issued under this Amended
and Restated Trust Agreement to the same extent as the Bonds in substitution for which such
Bonds were issued.

                SECTION 2.05. Execution of Bonds. All the Bonds shall, from time to time, be
executed on behalf of the Issuer by the manual or facsimile signature of the Treasurer and
attested by the manual or facsimile signature of the Secretary.

                If any of the officers who shall have signed any of the Bonds shall cease to be
such officer of the Issuer before the Bond so signed shall have been actually authenticated by the
Trustee or delivered, such Bonds nevertheless may be authenticated, issued and delivered with
the same force and effect as though the Person or Persons who signed such Bonds had not ceased
to be such officer of the Issuer, and any such Bond may be signed on behalf of the Issuer by
those Persons who, at the actual date of the execution of such Bonds, shall be the proper officers
of the Issuer, although at the date of such Bond any such Person shall not have been such officer
of the Issuer.

                SECTION 2.06. Special Covenants as to Book-Entry Only System for Bonds. (a)
Except as otherwise provided in subsections (b) and (c) of this Section, all of the Bonds initially
issued shall be registered in the name of Cede & Co., as nominee for The Depository Trust
Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant
to the Letter of Representation. Payment of the interest on any Bond registered in the name of
Cede & Co. shall be made on each Interest Payment Date for such Bonds to the account, in the
manner and at the address indicated in or pursuant to the Letter of Representation.

                (b)     The Bonds initially shall be issued in the form of a single authenticated
fully registered bond for each stated maturity of such Bonds, representing the aggregate principal
amount of the Bonds of such maturity. Upon initial issuance, the ownership of all such Bonds
shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07
in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request
pursuant to the Letter of Representation. The Trustee, the Issuer and any paying agent may treat
DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the
purposes of payment of the principal or redemption price of and interest on such Bonds, selecting
the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given
to Owners hereunder, registering the transfer of Bonds, obtaining any consent or other action to

                                                -25-
DOCSSF1:814341.3
be taken by Owners of the Bonds and for all other purposes whatsoever; and neither the Trustee
nor the Issuer or any paying agent shall be affected by any notice to the contrary. Neither the
Trustee nor the Issuer or any paying agent shall have any responsibility or obligation to any
Participant (which shall mean, for purposes of this Section, securities brokers and dealers, banks,
trust companies, clearing corporations and other entities, some of whom directly or indirectly
own DTC), any person claiming a beneficial ownership interest in the Bonds under or through
DTC or any Participant, or any other person which is not shown on the registration records as
being a Owner, with respect to (i) the accuracy of any records maintained by DTC or any
Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal
or redemption price of or interest on the Bonds, (iii) any notice which is permitted or required to
be given to Owners of Bonds hereunder, (iv) the selection by DTC or any Participant of any
person to receive payment in the event of a partial redemption of the Bonds, or (v) any consent
given or other action taken by DTC as Owner of Bonds. The Trustee shall pay all principal of
and premium, if any, and interest on the Bonds only at the times, to the accounts, at the addresses
and otherwise in accordance with the Letter of Representation, and all such payments shall be
valid and effective to satisfy fully and discharge the Issuer’s obligations with respect to the
principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so
paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has
determined to substitute a new nominee in place of its then existing nominee, the Bonds will be
transferable to such new nominee in accordance with subsection (f) of this Section.

                (c)     In the event that the Issuer determines that it is in the best interests of the
beneficial owners of the Bonds that they be able to obtain bond certificates, the Trustee shall,
upon the written instruction of the Issuer, so notify DTC, whereupon DTC shall notify the
Participants of the availability through DTC of bond certificates. In such event, the Bonds will
be transferable in accordance with subsection (f) of this Section . DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving written notice
of such discontinuance to the Issuer or the Trustee and discharging its responsibilities with
respect thereto under applicable law. In such event, the Bonds will be transferable in accordance
with subsection (f) of this Section. Whenever DTC requests the Issuer and the Trustee to do so,
the Trustee and the Issuer will cooperate with DTC in taking appropriate action after reasonable
notice to arrange for another securities depository to maintain custody of all certificates
evidencing the Bonds then Outstanding. In such event, the Bonds will be transferable to such
securities depository in accordance with subsection (f) of this Section, and thereafter, all
references in this Amended and Restated Trust Agreement to DTC or its nominee shall be
deemed to refer to such successor securities depository and its nominee, as appropriate.

                (d)   Notwithstanding any other provision of this Amended and Restated Trust
Agreement to the contrary, so long as all Bonds Outstanding are registered in the name of any
nominee of DTC, all payments with respect to the principal of and premium, if any, and interest
on each such Bond and all notices with respect to each such Bond shall be made and given,
respectively, to DTC as provided in the Letter of Representation.

                (e)     The Trustee is hereby authorized and requested to execute and deliver any
letter of representation or operating memorandum required by DTC and, in connection with any
successor nominee for DTC or any successor depository, enter into comparable arrangements,


                                                 -26-
DOCSSF1:814341.3
and shall have the same rights with respect to its actions thereunder as it has with respect to its
actions under this Amended and Restated Trust Agreement.

                (f)     In the event that any transfer or exchange of Bonds is authorized under
subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon
receipt by the Trustee from the registered owner thereof of the Bonds to be transferred or
exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance
with the applicable provisions of Sections 2.07 and 2.08. In the event Bond certificates are
issued to Owners other than Cede & Co., its successor as nominee for DTC as Owner of all the
Bonds, another securities depository as Owner of all the Bonds, or the nominee of such successor
securities depository, the provisions of Sections 2.07 and 2.08 shall also apply to, among other
things, the registration, exchange and transfer of the Bonds and the method of payment of
principal of, premium, if any, and interest on the Bonds.

                SECTION 2.07. Transfer, Registration and Exchange of Bonds. The Bonds may
be transferred or exchanged and title thereto shall pass only in the manner provided in this
Amended and Restated Trust Agreement, and the Trustee shall keep books constituting the Bond
Register for the registration and transfer of the Bonds as provided herein. All Bonds presented
for transfer or exchange shall be accompanied by a written instrument or instruments of transfer
or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee,
duly executed by the Owner or by his attorney duly authorized in writing and all such Bonds
shall be surrendered to the Trustee and canceled by the Trustee pursuant to Section 2.10 hereof.
The Issuer and the Trustee may deem and treat the Owner of any Bond as the absolute owner of
such Bond for the purpose of receiving any payment on such Bond and for all other purposes of
this Amended and Restated Trust Agreement, whether such Bond shall be overdue or not, and
neither the Issuer nor the Trustee shall be affected by any notice to the contrary. All such
payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid.

                   SECTION 2.08. Regulations with Respect to Exchanges or Transfers of Bonds.

                (a)    In all cases in which the privilege of exchanging or registering the transfer
of Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver
Bonds in accordance with the provisions of this Amended and Restated Trust Agreement. There
shall be no charge to the Owner for any such exchange or registration of transfer of Bonds, but
the Issuer may require the payment of a sum sufficient to pay any tax or other governmental
charge required to be paid with respect to any such exchange or registration of transfer. Neither
the Issuer nor the Trustee shall be required to register the transfer or exchange of any Bond
during the period established by the Trustee for selection of Bonds for redemption or any Bond
selected for redemption.

               (b)     Upon surrender for exchange or transfer of any Bond at the Corporate
Trust Office of the Trustee, the Issuer shall execute (which may be by facsimile) and the Trustee
shall authenticate and deliver in the name of the Owner (in the case of transfers) a new Bond or
Bonds of such Series in Authorized Denominations, in the aggregate principal amount which the
registered Owner is entitled to receive.



                                                -27-
DOCSSF1:814341.3
                (c)     New Bonds delivered upon any transfer or exchange shall be valid
obligations of the Issuer, evidencing the same debt as the Bonds surrendered, shall be secured by
this Amended and Restated Trust Agreement and shall be entitled to all of the security and
benefits hereof to the same extent as the Bonds of such Series so surrendered.

                SECTION 2.09. Authentication of Bonds. No Bond shall be secured by this
Amended and Restated Trust Agreement or entitled to its benefits or shall be valid or obligatory
for any purpose unless there shall be endorsed on such Bond the Trustee’s certificate of
authentication, substantially in the form prescribed in this Amended and Restated Trust
Agreement, executed by the manual signature of a duly authorized signatory of the Trustee; and
such certificate on any Bond issued by the Issuer shall be conclusive evidence and the only
competent evidence that such Bond has been duly authenticated and delivered under this
Amended and Restated Trust Agreement.

                SECTION 2.10. Cancellation of Bonds. Upon the surrender to the Trustee of any
temporary or mutilated Bond or Bond surrendered for transfer or exchange, or Bonds purchased,
redeemed or paid at maturity, the same shall forthwith be canceled and the Trustee shall destroy
such Bonds and upon written request of the Issuer deliver a certificate of destruction with respect
thereto to the Issuer.

                 SECTION 2.11. Bonds as Special Obligations. The Bonds shall be special,
limited obligations of the Issuer, payable from, and secured as to the payment of the principal of
and the redemption premiums, if any, and the interest on in accordance with their terms and the
terms of this Amended and Restated Trust Agreement solely by, the Trust Estate. The Bonds
shall not constitute a charge against the general credit of the Issuer or any of its members, and
under no circumstances shall the Issuer be obligated to pay principal of or redemption premiums,
if any, or interest on the Bonds except from the Trust Estate. Neither the State nor any public
agency (other than the Issuer) nor any member of the Issuer is obligated to pay the principal of or
redemption premiums, if any, or interest on the Bonds, and neither the faith and credit nor the
taxing power of the State or any public agency thereof or any member of the Issuer is pledged to
the payment of the principal of or redemption premiums, if any, or interest on the Bonds. The
payment of the principal of or redemption premiums, if any, or interest on, the Bonds does not
constitute a debt, liability or obligation of the State or any public agency (other than the Issuer)
or any member of the Issuer.

                No agreement or covenant contained in any Bond or this Amended and Restated
Trust Agreement shall be deemed to be an agreement or covenant of any officer, member, agent
or employee of the Issuer in his or her individual capacity and neither the members of the Issuer
nor any officer or employee thereof executing the Bonds shall be liable personally on any Bond
or be subject to any personal liability or accountability by reason of the issuance of such Bonds.




                                               -28-
DOCSSF1:814341.3
                                           ARTICLE III

                                      ISSUANCE OF BONDS

                SECTION 3.01. Provisions for the Issuance of Bonds. The Bonds shall be
executed by the Issuer and delivered to the Trustee for authentication, together with a Written
Order certifying that all conditions precedent to the authorization of the Bonds have been
satisfied and authorizing the Trustee to authenticate the Bonds. The Trustee shall authenticate
and deliver the Bonds upon receipt of the Written Order described above, and upon the following
having been made available to the Trustee:

               (a)      A copy of the resolution adopted by the Issuer approving this Amended
and Restated Trust Agreement and the execution and delivery by the Issuer of this Amended and
Restated Trust Agreement, duly certified by the Secretary to have been duly adopted by the
Issuer and to be in full force and effect on the date of such certification;

               (b)     A Written Order directing that the Trustee authenticate the Bonds and
containing instructions as to the delivery of the Bonds;

              (c)    An Officer’s Certificate stating that the Issuer is not in default in the
performance of any of the agreements, conditions, covenants or terms contained in this Amended
and Restated Trust Agreement; and

                (d)     A Cash Flow Certificate to the effect that, assuming that all payments are
made with respect to the Local Obligations, (i) the Revenues, together with moneys on deposit in
other funds and accounts held under this Amended and Restated Trust Agreement, will be
sufficient to pay all scheduled principal and interest payments on the Bonds when due; and (ii)
the redemption premiums, if any, on the Local Obligations payable in the event of early
retirement of the Local Obligations, together with other Revenues available to the Trustee for
such purpose, are sufficient to offset any difference between the interest to accrue on the Bonds
to be paid or redeemed with the proceeds of prepayment of such Local Obligations (plus any
redemption premium payable upon redemption of such Bonds) and the income to be earned on
any investment of such proceeds (assured as of the date of payment thereof), in each case until
the date of payment or redemption of Bonds, such that in no event will the Prepayment of the
Local Obligations cause the Trustee to have insufficient funds to pay Annual Debt Service when
due after such redemption.

                   (e)   An original executed counterpart of this Amended and Restated Trust
Agreement.

                 (f)     An Opinion of Bond Counsel, dated the date of delivery of the Bonds, to
the effect that (i) the Bonds constitute the valid and binding special, limited obligations of the
Issuer, (ii) the Amended and Restated Trust Agreement has been duly and validly authorized,
executed and delivered by, and (assuming valid execution and delivery by the Trustee)
constitutes a valid and binding obligation of, the Issuer and (iii) the interest on the Bonds is
excluded from gross income for federal income tax purposes and is exempt from State personal
income taxation; provided, that with respect to (i) and (ii) above, no opinion need be expressed


                                                -29-
DOCSSF1:814341.3
as to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium and other
laws affecting creditors’ rights, the application of equitable principles and exercise of judicial
discretion in appropriate cases.

               SECTION 3.02. No Additional Bonds. Other than the Series 2005A Bonds and
the Series 2005B Bonds, the Issuer shall not issue any additional Bonds hereunder.

                                           ARTICLE IV

                           REDEMPTION AND PURCHASE OF BONDS

               SECTION 4.01. Privilege of Redemption and Redemption Price. Bonds subject
to redemption prior to maturity pursuant to this Amended and Restated Trust Agreement shall be
redeemable, upon mailed notice as provided in this article, at such times and upon such terms as
are contained in this article. Whenever, by the terms of this Amended and Restated Trust
Agreement, the Trustee is required or authorized to redeem Bonds, subject to Section 4.05, the
Trustee shall select the Bonds to be redeemed, shall give the notice of redemption and shall pay
out of moneys available therefor the redemption price thereof, plus interest accrued and unpaid
to the redemption date, in accordance with the terms of this article.

               SECTION 4.02. Extraordinary Redemption. The Bonds shall be subject to
extraordinary redemption as a whole or in part on any Interest Payment Date, and shall be
redeemed by the Trustee, from moneys transferred to the Redemption Fund pursuant to Section
5.07(c), and derived as a result of Property Owner Prepayments plus, if applicable, amounts
transferred from the Reserve Fund pursuant to Sections 5.11 and 5.14(b) and amounts transferred
to the Redemption Fund pursuant to Section 5.06, at a redemption price equal to the principal
amount thereof, together with a redemption premium equal to (i) if Bonds are redeemed on or
prior to September 2, 20__, two percent (2.0%) of the principal amount of the Bonds to be
redeemed or (ii) if Bonds are redeemed on or after March 2, 20__, without premium, in each case
plus accrued interest to the redemption date. The Trustee shall select the Series 2005A Bonds
and Series 2005B Bonds to be redeemed in accordance with the Redemption Instructions
delivered pursuant to Section 4.05.

              All prepayments of the Local Obligations must be gross funded (including any
call premium) to the next call date.

              Upon occurrence of any extraordinary redemption in part, the selection of Bonds
to be redeemed shall be subject to the approval of the Bond Insurer.

                   SECTION 4.03. Optional Redemption of Bonds.

                (a)    The Series 2005A Bonds maturing on or after September 2, 20__ shall be
subject to optional redemption as a whole or in part on any date on or after September 2, 20__, at
the option of the Issuer from any moneys deposited in the Redemption Fund from any source for
such purpose by the Issuer at a redemption price equal to the principal amount thereof, without
premium, plus accrued interest to the redemption date.



                                                -30-
DOCSSF1:814341.3
                (b)    The Series 2005B Bonds maturing on or after September 2, 20__ shall be
subject to optional redemption as a whole or in part on any date on or after September 2, 20__, at
the option of the Issuer from any moneys deposited in the Redemption Fund from any source for
such purpose by the Issuer at a redemption price equal to the principal amount thereof, without
premium, plus accrued interest to the redemption date; provided, that the Issuer shall certify in
the Written Order delivered pursuant to Section 4.05 prior to such redemption that, after giving
effect to such redemption and any simultaneous redemption of the Series 2005A Bonds, the total
principal amount of Local Obligations remaining outstanding shall be equal to or greater than the
total principal amount of the Series 2005A Bonds remaining Outstanding.

                (c)     In the case of the optional redemption of any Outstanding Bonds, in
addition to the documents required by Section 4.05, the Issuer shall deliver a Written Order to
the Trustee stating its election to redeem Bonds, which such Written Order containing
redemption instructions shall be delivered to the Trustee at least forty-five (45) days prior to the
redemption date. In the event such Written Order containing redemption instructions is delivered
to the Trustee, the Issuer shall pay or cause to be paid to the Trustee on or prior to the date on
which the notice of redemption shall be given pursuant to Section 4.06 an amount which, in
addition to other moneys (including the amount, to be transferred from the Reserve Fund
pursuant to Sections 5.11 and 5.14(b) and amounts transferred to the Redemption Fund pursuant
to Section 5.06, if any, available therefor held by the Trustee will be sufficient to redeem on the
redemption date at the redemption price thereof, plus interest accrued and unpaid to the
redemption date, the Outstanding Bonds identified in Written Orders delivered pursuant to
Section 4.05; provided, that such amount may be delivered after such date and prior to the
redemption date if such Written Order requires the notice of redemption to state that such
redemption shall be conditioned upon the receipt of such funds.

                   SECTION 4.04. Mandatory Redemption of Bonds.

                   (a)   Series 2005A Bonds

                                 (i)    The Series 2005A Bonds maturing on September 2, 20__
                         are also subject to mandatory redemption in part by lot on September 2 in
                         each year commencing September 2, 20__ at the principal amount thereof
                         plus accrued interest thereon to the date fixed for redemption in
                         accordance with the following schedule:

                       Year                                     Redemption
                   (September 2)                                  Amount
                      20__                                       $
                     *20__

* Maturity

                                 (ii)   The Series 2005A Bonds maturing on September 2, 20__
                         are also subject to mandatory redemption in part by lot on September 2 in
                         each year commencing September 2, 20__ at the principal amount thereof



                                                -31-
DOCSSF1:814341.3
                         plus accrued interest thereon to the date fixed for redemption in
                         accordance with the following schedule:

                       Year                                      Redemption
                   (September 2)                                  Amount
                      20__                                        $
                      20__
                      20__
                      20__
                     *20__


* Maturity

                   (b)   Series 2005B Bonds

                                 The Series 2005B Bonds maturing on September 2, 20__ are also
                         subject to mandatory redemption in part by lot on September 2 in each
                         year commencing September 2, 20__ at the principal amount thereof plus
                         accrued interest thereon to the date fixed for redemption in accordance
                         with the following schedule:

                       Year                                      Redemption
                   (September 2)                                  Amount
                      20__                                        $
                      20__
                      20__
                      20__
                     *20__



* Maturity

                (c)    In the event that Bonds subject to mandatory redemption pursuant to this
Section are redeemed in part prior to their stated maturity date from any moneys other than
Principal Installments, the remaining Principal Installments for such Bonds shall be reduced
proportionately in each year remaining until and including the final maturity date of such Bonds.

                (d)    In the event the mandatory sinking fund redemption installments are paid
by the Bond Insurer pursuant to the Bond Insurance Policy, upon receipt of the moneys due, the
Trustee shall authenticate and deliver to affected Owners who surrender their Bonds a new Bond
or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond
surrendered. The Trustee shall designate any portion of payment of principal on Bonds paid by
the Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other
advancement of maturity, on its books as a reduction in the principal amount of Bonds registered
to the then current Owner, whether DTC or its nominee or otherwise, and shall issue a


                                                 -32-
DOCSSF1:814341.3
replacement Bond to the Bond Insurer, registered in the name of ____________________, in a
principal amount equal to the amount of principal so paid (without regard to authorized
denominations); provided that the Trustee’s failure to so designate any payment or issue any
replacement Bond shall have no effect on the amount of principal or interest payable by the
Issuer on any Bond or the subrogation rights of the Bond Insurer.

                SECTION 4.05. Redemption Instructions. In the event a portion, but not all, of
the Outstanding Bonds are to be redeemed pursuant to Section 4.02 or Section 4.03, the Trustee
shall select the amounts and maturities of Bonds for redemption in accordance with a Written
Order of the Issuer. Upon any prepayment of a Local Obligation or a determination to redeem
Bonds pursuant to Section 4.03, the City and the Issuer shall deliver to the Trustee and the Bond
Insurer at least forty-five (45) days prior to the redemption date the following:

                   (i)   A Written Order of the Issuer to the Trustee including the following items:

                      (A)    designation of the maturities, Series and amounts of Bonds to be
redeemed; provided, that except as necessary to meet the requirements of subsection (D) below,
the Series 2005A Bonds and the Series 2005B Bonds shall be redeemed pro rata (as nearly as
possible given minimum authorized denominations) in proportion to the total principal amount
Outstanding of each such Series at the time of redemption;

                       (B)    designation of the reduction, if any, in the Series 2005A Reserve
Requirement and/or the Series 2005B Reserve Requirement required pursuant to the Cash Flow
Certificate delivered pursuant to subsection (ii) below, resulting from such redemption;

                     (C)   the Deficit Bond Amount resulting from this redemption and the
cumulative Deficit Bond Amount, if different; and

                        (D)     a certification to the effect that after giving effect to this
redemption, the total principal amount of outstanding Local Obligations will be equal to or
greater than the total principal amount of Outstanding 2005A Bonds.

                (ii)    A Cash Flow Certificate certifying that the anticipated or scheduled
Revenues to be received from the Local Obligations will be sufficient in time and amount
(together with funds then held under the Amended and Restated Trust Agreement representing
payments under the Local Obligations and available therefore, but excluding amounts on deposit
in the Reserve Fund or earnings thereon) to make all remaining scheduled Principal Installments
with respect to, and interest on, the Outstanding Bonds after such redemptions. The Cash Flow
Certificate shall indicate the amount, if any, on deposit in the Series 2005B Reserve Fund which
shall be transferred to the Redemption Fund to redeem Bonds as provided in Sections 5.14(b)
and 6.02(d). For purposes of the Local Obligation Resolution, the amount funded in cash in the
Series 2005B Reserve Fund, less the amount, if any, necessary to pay any Deficit Bond Amount
in connection with such redemption, shall be the amount available to transfer to the Redemption
Fund. The Cash Flow Certificate shall specify the Deficit Bond Amount, if any, resulting from
such redemption (and if there is at the time of delivery of such Cash Flow Certificate an
outstanding Deficit Bond Amount, the Cash Flow Certificate shall specify the cumulative Deficit
Bond Amount). The Cash Flow Certificate shall indicate the amount which must be withdrawn


                                                 -33-
DOCSSF1:814341.3
from the Series 2005B Reserve Fund to redeem a portion of the Bonds pursuant to Section
5.14(b) provided, that such withdrawal shall not result in any reduction in the proportional
relationship between principal and interest remaining due on the Local Obligations and principal
and interest remaining due on the Bonds as existed prior to such redemption.

                 SECTION 4.06. Notice of Redemption. In the case of any redemption of Bonds,
the Trustee shall determine that it has in the Funds maintained pursuant to this Amended and
Restated Trust Agreement and available therefor sufficient moneys on hand to pay the principal
of, the interest on, and the redemption premium, if any, to make any such redemption. Subject to
receipt of the Written Order of the Issuer delivered pursuant to Section 4.05, if sufficient moneys
are available for such redemption, the Trustee shall give notice, as hereinafter in this section
provided, that Bonds, identified by CUSIP numbers, serial numbers and maturity date, have been
called for redemption and, in the case of Bonds to be redeemed in part only, the portion of the
principal amount thereof that has been called for redemption (or if all the Outstanding Bonds are
to be redeemed, so stating, in which event such serial numbers may be omitted), that they will be
due and payable on the date fixed for redemption (specifying such date) upon surrender thereof
at the Corporate Trust Office, at the redemption price (specifying such price), together with any
accrued interest to such date, and that all interest on the Bonds, or portions thereof, so to be
redeemed will cease to accrue on and after such date and that from and after such date such Bond
or such portion shall no longer be entitled to any lien, benefit or security under this Amended and
Restated Trust Agreement, and the Owner thereof shall have no rights in respect of such
redeemed Bond or such portion except to receive payment from such moneys of such redemption
price plus accrued interest to the date fixed for redemption.

                Such notice shall be mailed by first class mail, in a sealed envelope, postage
prepaid, at least thirty (30) but not more than sixty (60) days before the date fixed for
redemption, to the Information Services and to the Owners of such Bonds, or portions thereof, so
called for redemption, at their respective addresses as the same shall last appear on the Bond
Register. No notice of redemption need be given to the Owner of a Bond to be called for
redemption if such Owner waives notice thereof in writing, and such waiver is filed with the
Trustee prior to the redemption date. Neither the failure of an Owner to receive notice of
redemption of Bonds hereunder nor any error in such notice shall affect the validity of the
proceedings for the redemption of Bonds. Such notice may specify that it is conditional upon the
receipt of funds to pay the redemption price of the Bonds to be redeemed on or prior to the
redemption date and that if such funds are not available, the redemption will be canceled and
such Bonds shall remain Outstanding.

               At the time notice of redemption is given to the Owners, the Trustee shall send a
copy of the notice of redemption by facsimile, certified mail or overnight delivery to the
Securities Depositaries; provided, that failure to provide notice to the Securities Depositaries or
to the Information Services shall not affect the validity of proceedings for the redemption of any
Bonds.

                   SECTION 4.07. Selection of Bonds for Redemption.

              (a)     Whenever less than all the Outstanding Series 2005A Bonds of any one
Series and maturity are to be redeemed on any one date, the Trustee shall select the particular

                                               -34-
DOCSSF1:814341.3
Series 2005A Bonds to be redeemed by lot and in selecting the Bonds for redemption the Trustee
shall treat each Series 2005A Bond of a denomination of more than five thousand dollars
($5,000) as representing that number of Series 2005A Bonds of five thousand dollars ($5,000)
denomination which is obtained by dividing the principal amount of such Series 2005A Bond by
five thousand dollars ($5,000), and the portion of any Series 2005A Bond of a denomination of
more than five thousand dollars ($5,000) to be redeemed shall be redeemed in an Authorized
Denomination. The Trustee shall promptly notify the Issuer in writing of the numbers of the
Series 2005A Bonds so selected for redemption in whole or in part on such date.

                (b)     Whenever less than all the Outstanding Series 2005B Bonds of any one
Series and maturity are to be redeemed on any one date, the Trustee shall select the particular
Series 2005B Bonds to be redeemed by lot and in selecting the Bonds for redemption the Trustee
shall treat each Series 2005B Bond of a denomination of more than one thousand dollars
($1,000) as representing that number of Series 2005B Bonds of one thousand dollars ($1,000)
denomination which is obtained by dividing the principal amount of such Series 2005B Bond by
one thousand dollars ($1,000), and the portion of any Series 2005B Bond of a denomination of
more than one thousand dollars ($1,000) to be redeemed shall be redeemed in an Authorized
Denomination. The Trustee shall promptly notify the Issuer in writing of the numbers of the
Series 2005B Bonds so selected for redemption in whole or in part on such date.

               SECTION 4.08. Payment of Redeemed Bonds. If notice of redemption has been
given or waived as provided in Section 4.06, the Bonds or portions thereof called for redemption
shall be due and payable on the date fixed for redemption at the redemption price thereof,
together with accrued interest to the date fixed for redemption, upon presentation and surrender
of the Bonds to be redeemed at the office specified in the notice of redemption. If there shall be
called for redemption less than the full principal amount of a Bond, the Issuer shall execute and
deliver and the Trustee shall authenticate, upon surrender of such Bond, and without charge to
the Owner thereof, Bonds of like interest rate and maturity in an aggregate principal amount
equal to the unredeemed portion of the principal amount of the Bonds so surrendered in such
Authorized Denominations as shall be specified by the Owner.

                If any Bond or any portion thereof shall have been duly called for redemption and
payment of the redemption price, together with unpaid interest accrued to the date fixed for
redemption, shall have been made or provided for by the Issuer, then interest on such Bond or
such portion shall cease to accrue from such date, and from and after such date such Bond or
such portion shall no longer be entitled to any lien, benefit or security under this Amended and
Restated Trust Agreement, and the Owner thereof shall have no rights in respect of such Bond or
such portion except to receive payment of such redemption price, and unpaid interest accrued to
the date fixed for redemption.

               SECTION 4.09. Purchase in Lieu of Redemption. In lieu of redemption of any
Bond pursuant to the provisions of Sections 4.02, 4.03 or 4.04 hereof and after complying with
Section 4.05 hereof, amounts on deposit in the Principal Fund or in the Redemption Fund may
also be used and withdrawn by the Trustee at any time prior to selection of Bonds for redemption
having taken place with respect to such amounts, upon a Written Order for the purchase of such
Bonds at public or private sale as and when and at such prices (including brokerage and other
charges, but excluding accrued interest, which is payable from the Interest Fund) as the Issuer

                                               -35-
DOCSSF1:814341.3
may in its discretion determine, but not in excess of the redemption price thereof plus accrued
interest to the purchase date. All Bonds so purchased shall be delivered to the Trustee for
cancellation. Upon any purchase of Term Bonds, an amount equal to the aggregate principal
amount of Term Bonds so purchased shall be credited towards a part or all of any one or more
Mandatory Sinking Fund Installments for such Term Bonds in the same manner as if redeemed
pursuant to Sections 4.02, 4.03 or 4.04 hereof, as applicable, and all Term Bonds so purchased
shall be delivered to the Trustee for cancellation. The portion of any such Mandatory Sinking
Fund Installments remaining after the deduction of any such amounts credited toward the same
(or the original amount of any such Mandatory Sinking Fund Installment if no such amounts
shall have been credited toward the same) shall constitute the unsatisfied balance of such
Mandatory Sinking Fund Installment for the purpose of the calculation of Mandatory Sinking
Fund Installments due on any future date.

                                           ARTICLE V

                             REVENUES AND FUNDS FOR BONDS

               SECTION 5.01. Establishment of Funds. There is hereby established with the
Trustee, and the Trustee hereby agrees to maintain, the following special trust funds for the
Bonds, which the Trustee shall keep separate and apart from all other funds and moneys held by
it: the Revenue Fund, the Series 2005A Interest Fund, the Series 2005A Principal Fund, the
Series 2005A Reserve Fund, the Series 2005B Interest Fund, the Series 2005B Principal Fund,
the Series 2005B Reserve Fund, the Redemption Fund, the Expense Fund, the Capital
Improvement Fund, the Obligation Fund and the Rebate Fund.

                SECTION 5.02. Deposit of Proceeds of Bonds and Other Funds. The Trustee
shall apply the new proceeds (principal amount of the Bonds, less original issue discount, less
Underwriter’s Discount, less bond insurance premium and reserve policy premium) received
from the sale of the Bonds in an amount of $_____________ as follows:

                   (a)   The Trustee shall deposit the sum of $_____________ in the Series 2005B
Reserve Fund;

              (b)     The Trustee shall apply the sum of $_____________ to pay a portion of
the redemption price of the Prior Bonds on _______________, 2005; and

               (c)   The Trustee shall deposit the sum of $_____________ in the Expense
Fund for the payment of costs of issuance for the Bonds.

               The Trustee shall also apply the amounts of $_____________ and
$_____________ remaining in the Reserve Fund and the Redemption Fund, respectively, of the
Prior Bonds to pay a portion of the redemption price of the Prior Bonds on _______________,
2005.

              SECTION 5.03. Capital Improvement Fund. The Trustee shall establish and
maintain a fund to be designated the Capital Improvement Fund. Amounts in the Capital
Improvement Fund shall be withdrawn by the Trustee and transferred to or upon the order of the
Local Agency for the purpose of paying the cost of public capital improvements (as defined in

                                               -36-
DOCSSF1:814341.3
the Act) upon receipt of one or more sequentially numbered written requisitions of the City
stating the following:

                   (i)    the amount, purpose and payee of the payment;

                   (ii)   that the payment is for a public capital improvement as defined in the Act;
and

               (iii) that the payment is for a cost which has not been previously paid for from
the Capital Improvement Fund (costs of a public capital improvement may include the payment
of lease payments for the use and possession of a public capital improvement).

                   SECTION 5.04. Obligation Fund.

               (a)     All Local Obligations shall be held in the Obligation Fund, which the
Trustee is hereby directed to establish and maintain.

               (b)    The City further covenants that it will not cause any Local Obligation to
be refunded (in whole or in part) unless at the time of such refunding no Bonds will be
Outstanding hereunder.

                   SECTION 5.05. Covenant Respecting Redemption Funds for the Local
Obligations.

                (a)     The City expressly acknowledges that, pursuant to the Local Obligation
Statute and the Local Obligation Resolutions pursuant to which the Local Obligations were
issued by the City and sold to the Issuer, the City is legally obligated to establish and maintain a
separate redemption fund for the Local Obligations (the “Local Obligation Redemption Fund”)
which, for the Local Obligations, is held by the Treasurer of the City under the Local Obligation
Resolutions and, so long as any part of the Local Obligations remains outstanding, to deposit into
the Local Obligation Redemption Fund, upon receipt, any and all Local Obligation Revenues
received by the City. The City further acknowledges that, pursuant to the Local Obligation
Statute and the Local Obligation Resolutions, no temporary loan or other use whatsoever may be
made of the Local Obligation Revenues, and the Local Obligation Redemption Fund constitutes
a trust fund for the benefit of the owners of the Local Obligations.

              (b)     The City hereby covenants for the benefit of the Issuer, as owner of the
Local Obligations, the Trustee, as assignee of the Issuer with respect to the Local Obligations,
the Bond Insurer and the Owners from time to time of the Bonds, that it will establish, maintain
and administer the Local Obligation Redemption Fund and the Local Obligation Revenues in
accordance with their status as trust funds as prescribed by the Local Obligation Statute, the
Local Obligation Resolutions, and this Amended and Restated Trust Agreement.

                (c)     The City further covenants that, no later than ten (10) Business Days prior
to each Interest Payment Date and Principal Payment Date on the Bonds, the City will advance
to the Trustee against payment on the Local Obligations, as assignee of the Issuer with respect to
the Local Obligations, the interest due on the Local Obligations on such Interest Payment Date
and the principal of all Local Obligations maturing on such Principal Payment date, respectively,

                                                  -37-
DOCSSF1:814341.3
and upon receipt by the Trustee, such amounts shall constitute Revenues. The Trustee shall
provide written notice to the Issuer no later than February 1 and August 1 of each year during
which the Bonds remain outstanding specifying the amount required to be paid to the Trustee
pursuant to this subsection 5.05(c) in each such month.

                SECTION 5.06. Deficit Share Payments. Upon any optional redemption of the
Bonds as a result of Property Owner Prepayments, the Cash Flow Certificate delivered pursuant
to Section 4.05 shall specify the Deficit Bond Amount. The City may, at its option, transfer to
the Trustee for deposit in the Redemption Fund, from Legally Available Funds, all or any portion
of the Deficit Bond Amount. If such transfer is made, the Cash Flow Certificate and Redemption
Instructions pursuant to Section 4.05 shall be revised to reflect such transfer. Any such transfer
shall be applied to the redemption of Bonds pursuant to Section 4.02. Until such time as the
Deficit Bond Amount is zero, the City shall pay to the Trustee, on or before March 2 and
September 2 in each Bond Year, an amount equal to the portion of the Deficit Share related to
the debt service on the Bonds payable on each such date. If for any reasons said amount equal to
the portion of the Deficit Share is not paid, the City shall pay the Deficit Share from any Legally
Available Funds which are hereby pledged (subject to any prior liens or encumbrances) to the
payment of the Deficit Share.

                   SECTION 5.07. Revenues Derived From Property Owner Prepayments.

                (a)    The City and the Issuer acknowledge that the Local Obligation Statute
requires that amounts received by the City on account of Property Owner Prepayments shall be
utilized, in accordance with the Local Obligation Statute, for the sole purpose of prior
redemption of Local Obligations and not to pay current, scheduled debt service payments on the
Local Obligations. Correspondingly, in order to maintain a proper matching between debt
service payments on the Local Obligations and debt service payments on the Bonds, it is a
requirement of this Amended and Restated Trust Agreement that Revenues received by the
Trustee which constituted Property Owner Prepayments when received by the City shall be
utilized by the Trustee pursuant to Section 4.02 and this Section 5.07.

                (b)     The Issuer hereby covenants for the benefit of the Bond Insurer and
Owners that, as to each separate date upon which Bonds are to be redeemed from the proceeds of
Property Owner Prepayments, the Written Orders of the Issuer required pursuant to Section 4.05
shall, as nearly as possible (taking into account the minimum denominations of such bonds and
the requirements of Section 4.05(ii) and any payment of a Deficit Bond Amount pursuant to
Section 5.06), apply such Property Owner Prepayments to the redemption of Bonds.

               (c)    All Revenues derived from Property Owner Prepayments (except the
portion of such Revenues relating to accrued interest, which shall be deposited in the Revenue
Fund) received by the Trustee shall be immediately deposited in the Redemption Fund to be used
to redeem Bonds pursuant to Section 4.02.

               SECTION 5.08. Revenue Fund. All Revenues, other than Revenues derived from
Property Owner Prepayments (which shall be identified in writing to the Trustee by the City and
deposited in the Redemption Fund and administered in accordance with Section 5.07(c)),
received by the Trustee shall be deposited by the Trustee into the Revenue Fund. Not later than


                                               -38-
DOCSSF1:814341.3
five (5) Business Days prior to each Interest Payment Date and Principal Payment Date on the
Bonds, the Trustee shall transfer Revenues from the Revenue Fund, in the amounts specified in
Sections 5.09 through 5.15 hereof, for deposit into the respective funds specified therein in the
order of priority set forth, the requirements of each fund to be fully satisfied, leaving no
deficiencies therein, prior to any deposit into any fund later in priority.

                SECTION 5.09. Series 2005A Interest Fund. The Trustee shall deposit in the
Series 2005A Interest Fund before each Interest Payment Date from the Revenue Fund an
amount of Revenues which together with any amounts then on deposit in the Series 2005A
Interest Fund is equal to the interest on the Series 2005A Bonds due on such date. On each
Interest Payment Date, the Trustee shall pay the interest due and payable on the Series 2005A
Bonds on such date from the Series 2005A Interest Fund. All amounts in the Series 2005A
Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying
interest on the Series 2005A Bonds as it shall become due and payable.

                SECTION 5.10. Series 2005A Principal Fund. Having first satisfied the
requirements of the foregoing Section 5.09, the Trustee shall next deposit in the Series 2005A
Principal Fund before each Principal Payment Date from the Revenue Fund an amount of
Revenues which together with any amounts then on deposit in the Series 2005A Principal Fund
(other than amounts previously deposited on account of any Bonds which have matured but
which have not been presented for payment), is sufficient to pay the Principal Installments on the
Series 2005A Bonds when due on such Principal Payment Date. The Trustee shall pay the
Principal Installments when due upon presentation and surrender of the subject Series 2005A
Bonds.

                SECTION 5.11. Series 2005A Reserve Fund. The Trustee shall deposit in the
Series 2005A Reserve Fund the Reserve Policy. All amounts available under the Reserve Policy
shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on or the
principal or the redemption premiums, if any, of, the Series 2005A Bonds; but solely in the event
that insufficient moneys are available in the Series 2005A Interest Fund, the Series 2005A
Principal Fund, or the Redemption Fund for such purpose. Having first satisfied the
requirements of the foregoing Sections 5.09 and 5.10, the Trustee shall next deposit in the Series
2005A Reserve Fund an amount of Revenues which, together with the amount of the Reserve
Policy and any other amounts on deposit in the Series 2005A Reserve Fund, equal the Series
2005A Reserve Requirement. Such amounts shall be applied in the following order of priority:
first, to reimburse the Bond Insurer pursuant to Section 14.01 for any principal draws on the
Reserve Policy, provided, that such reimbursement shall result in reinstatement of the Reserve
Policy in the amount of such reimbursement; second, to add to the amount of cash on deposit in
the Series 2005A Reserve Fund such that the amount of such cash, plus the amount available
under the Reserve Policy, is equal to the Series 2005A Reserve Requirement; and third to the
payment of any other amounts owing to the Bond insurer pursuant to Section 13.09.

               SECTION 5.12. Series 2005B Interest Fund. Having first satisfied the
requirements of the foregoing Sections 5.09, 5.10, and 5.11, the Trustee shall next deposit in the
Series 2005B Interest Fund before each Interest Payment Date from the Revenue Fund an
amount of Revenues which together with any amounts then on deposit in said Series 2005B
Interest Fund is equal to the interest on the Series 2005B Bonds due on such date. On each

                                               -39-
DOCSSF1:814341.3
Interest Payment Date, the Trustee shall pay the interest due and payable on the Series 2005B
Bonds on such date from the Interest Fund. All amounts in the Series 2005B Interest Fund shall
be used and withdrawn by the Trustee solely for the purpose of paying interest on the Series
2005B Bonds as it shall become due and payable.

               SECTION 5.13. Series 2005B Principal Fund. Having first satisfied the
requirements of the foregoing Sections 5.09, 5.10, 5.11 and 5.12, the Trustee shall next deposit in
the Series 2005B Principal Fund before each Principal Payment Date from the Revenue Fund an
amount of Revenues which together with any amounts then on deposit in the Series 2005B
Principal Fund (other than amounts previously deposited on account of any Bonds which have
matured but which have not been presented for payment), is sufficient to pay the Principal
Installments on the Series 2005B Bonds when due on such Principal Payment Date. The Trustee
shall pay the Principal Installments when due upon presentation and surrender of the subject
Series 2005B Bonds.

                   SECTION 5.14. Series 2005B Reserve Fund.

                (a)     The Trustee shall deposit in the Series 2005B Reserve Fund the amount
transferred to the Series 2005B Reserve Fund pursuant to Section 5.02. Except as provided in
subsection (b) (c), and (d) below, all moneys in the Series 2005B Reserve Fund shall be used and
withdrawn by the Trustee solely for the purpose of paying the interest on or the principal or the
redemption premiums, if any, of, the Series 2005B Bonds; but solely in the event that insufficient
moneys are available in the Series 2005B Interest Fund, the Series 2005B Principal Fund, or the
Redemption Fund for such purpose. Having first satisfied the requirements of the foregoing
Sections 5.09, 5.10, 5.11, 5.12 and 5.13, the Trustee shall next deposit in the Series 2005B
Reserve Fund an amount of Revenues which, together with any amounts on deposit in the Series
2005B Reserve Fund, equal the Series 2005B Reserve Requirement.

                 (b)    Upon any partial redemption of the Series 2005B Bonds pursuant to
Sections 4.02, 4.03 or 4.04, the Trustee shall withdraw an amount from the Series 2005B
Reserve Fund equal to the reduction in the Series 2005B Reserve Requirement specified in the
Written Order of the Issuer delivered in connection with such redemption pursuant to Section
4.05 and transfer such amount to the Redemption Fund; provided, that such withdrawal, if any,
shall not exceed the amount of cash on deposit in the Series 2005B Reserve Fund. In the event
of a redemption of Local Obligations resulting from a Property Owner Prepayment, the Trustee
shall transfer to the Redemption Fund from any cash on deposit in the Series 2005B Reserve
Fund an amount equal to the amount specified in such Written Order. The Series 2005B Reserve
Requirement shall be reduced by the amount of such transfer. The Trustee shall notify the City
of such amounts to be transferred.

             (c)     Except as provided in Section 6.02(d), the Trustee shall retain in the Series
2005B Reserve Fund all earnings on cash amounts on deposit in the Series 2005B Reserve Fund
which amounts shall be applied as provided in subsections (a) and (d) of this Section 5.14.

                (d)    On or before each February 15 and August 15 the Trustee shall withdraw
from the 2005B Reserve Fund and transfer to the Redemption Fund an amount (not exceeding
the positive difference, if any, between the amount on deposit in the 2005B Reserve Fund and


                                               -40-
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the 2005B Reserve Requirement) equal to the Deficit Bond Amount as specified in the most
recent Written Order delivered to the Trustee pursuant to Section 4.05 and shall apply the
amount so transferred to the redemption of Bonds on the next succeeding March 2 or September
2, as the case may be. Upon such transfer, the Issuer shall specify in a Written Order the
amounts, Series and maturities of Bonds to be redeemed; provided that the requirements of
Section 4.05 are met.

              (e)     Notwithstanding any other provision hereof, the failure to maintain an
amount in the Series 2005B Reserve Fund equal to the Series 2005B Reserve Requirement shall
not be an Event of Default hereunder.

                SECTION 5.15. Expense Fund. The Trustee shall deposit in the Expense Fund
the amount transferred to the Expense Fund pursuant to Section 5.02 for payment of the costs of
issuance of the Bonds. In addition, having first satisfied the requirements of the foregoing
Sections 5.09, 5.10, 5.11, 5.12, 5.13 and 5.14, the Trustee shall next deposit in the Expense Fund
from Revenues an amount specified in a Written Order of the Issuer delivered pursuant to this
Section 5.15. The Issuer shall deliver to the Trustee within thirty (30) days after the beginning of
each Fiscal Year a Written Order specifying the amount of Expenses it anticipates will be
required to be paid in such Fiscal Year. The Issuer may amend such Written Order at any time
during the Fiscal Year by filing a new Written Order with the Trustee which shall supersede all
previously filed Written Orders with respect to Expenses. Amounts in the Expense Fund shall be
applied by the Trustee to the payment of Expenses upon receipt of a Requisition of the Issuer
stating the Person to whom payment is to be made, the amount and purpose of the payment and
that (i) such payment is a proper charge against the Expense Fund, and (ii) such payment has not
been previously paid from the Expense Fund. Any amounts remaining in the Expense Fund on
the last day of each Fiscal Year shall be retained in the Expense Fund unless the Issuer delivers a
Written Order to the Trustee requesting that such amounts be transferred to the City. Any
amounts so transferred shall be subject to the provisions of Section 5.16.

                SECTION 5.16. Transfer to Capital Improvement Fund. Having first satisfied the
requirements of the foregoing Sections 5.09, 5.10, 5.11, 5.12, 5.13, 5.14 and 5.15, the Trustee
shall transfer any remaining amount in the Revenue Fund to the Capital Improvement Fund.

                   SECTION 5.17. Redemption Fund.

                (a)    All moneys held in or transferred to the Redemption Fund pursuant to
Sections 5.06, 5.07, 5.14 and 6.02(c) shall be used for the purpose of redeeming or purchasing all
or a portion of the Outstanding Bonds pursuant to Section 4.02.

              (b)     The Trustee shall use amounts in the Redemption Fund for the payment of
the redemption price of Bonds called for redemption pursuant to Section 4.02 or the purchase
price of Bonds purchased pursuant to Section 4.09, together with accrued interest to the
redemption or purchase date.

               SECTION 5.18. Rebate Fund. The Trustee agrees to establish and maintain a
fund separate from any other fund established and maintained hereunder designated the Rebate
Fund. The Trustee shall deposit in the Rebate Fund, from funds made available by the Issuer, the


                                               -41-
DOCSSF1:814341.3
Rebate Requirement, all in accordance with Rebate Instructions received from the Issuer. The
Trustee will apply moneys held in the Rebate Fund as provided in Section 7.04 hereof and
according to instructions provided by the Issuer. Subject to the provisions of Section 7.04,
moneys held in the Rebate Fund are hereby pledged to secure payments to the United States of
America. The Issuer and the Owners will have no rights in or claim to such moneys. The
Trustee will invest all amounts held in the Rebate Fund in Investment Securities as directed in
writing by the Issuer and all investment earnings with respect thereto shall be deposited in the
Rebate Fund.

                 Upon receipt of the Rebate Instructions required by the Tax Certificate to be
delivered to the Trustee, the Trustee will remit part or all of the balance held in the Rebate Fund
to the United States of America as so directed. In addition, if the Rebate Instructions so direct,
the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such
accounts or funds as the Rebate Instructions shall direct. The Trustee shall be deemed
conclusively to have complied with such provisions if it follows the written directions of the
Issuer including supplying all necessary information in the manner provided in the Tax
Certificate to the extent such information is reasonably available to the Trustee, and shall have
no liability or responsibility to monitor or enforce compliance by the Issuer with the terms of the
Tax Certificate.

                The Trustee shall have no obligation to rebate any amounts required to be rebated
pursuant to this Section, other than from moneys held in the Rebate Fund or from other moneys
provided to it by the Issuer. The Trustee shall not be responsible for computing the Rebate
Requirement. Computations of the Rebate Requirement shall be furnished to the Trustee or on
behalf of the Issuer in accordance with the Tax Certificate.

               Notwithstanding any other provision of this Amended and Restated Trust
Agreement, including in particular Article XII hereof pertaining to defeasance, the obligation to
remit the rebate amounts to the United States and to comply with all other requirements of this
Section, and the Tax Certificate shall survive the defeasance or payment in full of the Bonds.

                                          ARTICLE VI

                        SECURITY FOR AND INVESTMENT OF MONEYS

               SECTION 6.01. Security. All moneys required to be deposited with or paid to the
Trustee in any of the Funds (other than the Rebate Fund) referred to in any provision of this
Amended and Restated Trust Agreement shall be held by the Trustee in trust, and except for
moneys held for the payment or redemption of Bonds or the payment of interest on Bonds
pursuant to Section 12.03, shall, while held by the Trustee, constitute part of the Trust Estate and
shall be subject to the lien and pledge created hereby.

                   SECTION 6.02. Investment of Funds.

                (a)    So long as the Bonds are Outstanding and there is no default hereunder,
moneys on deposit to the credit of the Redemption Fund, the Revenue Fund, the Series 2005A
Interest Fund, the Series 2005A Principal Fund, the Series 2005A Reserve Fund, the Series


                                               -42-
DOCSSF1:814341.3
2005B Interest Fund, the Series 2005B Principal Fund, the Series 2005B Reserve Fund, the
Capital Improvement Fund and all accounts within such funds (other than amounts invested in
Local Obligations) shall, at the request of an Authorized Officer of the Issuer, which shall be in
writing at least two (2) Business Days prior to the date of investment, specifying and directing
that such investment of such funds be made, be invested by the Trustee in Investment Securities
having maturities or otherwise providing for availability of funds when needed for purposes of
this Amended and Restated Trust Agreement, and moneys held in the Rebate Fund shall, at the
request of an Authorized Officer of the Issuer, which shall be confirmed in writing at least two
(2) Business Days prior to the date of investment, specifying and directing that such investment
of such funds be made, be invested by the Trustee in Government Obligations having maturities
or otherwise providing for availability of funds when needed for purposes of this Amended and
Restated Trust Agreement, and the Trustee shall be entitled to rely on such instructions for
purposes of this Section. The Trustee shall notify the Issuer in writing no less than five (5)
Business Days prior to the date moneys held hereunder will be available for investment. The
Authorized Officer of the Issuer, in issuing such written instructions, shall comply with the
provisions of the Tax Certificate. In the absence of written instructions from the Authorized
Officer of the Issuer regarding investment, such funds shall be invested in investments described
in clause (7) of the definition of Investment Securities. The Trustee or any of its affiliates may
act as principal or agent in the acquisition or disposition of investments.

                (b)     Notwithstanding anything to the contrary contained in this Amended and
Restated Trust Agreement, an amount of interest received with respect to any Investment
Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such
Investment Security shall be credited to the Fund (or account) from which such accrued interest
was paid. The Trustee shall not be responsible for any losses or consequences of any investment
if it follows such instructions in good faith.

               The securities purchased with the moneys in each such Fund shall be deemed a
part of such Fund. If at any time it shall become necessary or appropriate that some or all of the
securities purchased with the moneys in any such Fund be redeemed or sold in order to raise
moneys necessary to comply with the provisions of the Amended and Restated Trust Agreement,
the Trustee shall effect such redemption or sale, employing, in the case of a sale, any
commercially reasonable method of effecting the same. The Trustee shall not be liable or
responsible for any consequences resulting from any such investment or resulting from the
redemption, sale or maturity of any such investment as authorized pursuant to this Section. The
Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other
applicable regulatory entity grant the Issuer the right to receive brokerage confirmations of
security transactions as they occur, the Issuer specifically waives receipt of such confirmations to
the extent permitted by law. The Trustee will furnish the Issuer monthly cash transaction
statements which include detail for all investment transactions made by the Trustee hereunder.

              Investments in the Revenue Fund, the Series 2005A Interest Fund, the Series
2005A Principal Fund, the Series 2005A Reserve Fund, the Series 2005B Interest Fund, the
Series 2005B Principal Fund, the Series 2005B Reserve Fund, the Capital Improvement Fund
and the Redemption Fund, may be commingled for purposes of making, holding and disposing of
investments, notwithstanding provisions herein for transfer to or holding in particular Funds
amounts received or held by the Trustee; provided, that the Trustee shall at all times account for

                                                -43-
DOCSSF1:814341.3
such investments strictly in accordance with the Funds to which they are credited and otherwise
as provided in the Amended and Restated Trust Agreement.

                (c)    Except as provided in this subsection (c), all earnings on the investment of
the moneys on deposit in any fund shall remain a part of such fund. Amounts on deposit in the
Series 2005A Reserve Fund in excess of the Series 2005A Reserve Requirement shall be held in
the Series 2005A Reserve Fund until each February 15 and August 15, respectively, and shall be
applied as directed in Section 5.11; provided, that on each August 15, after making any transfer
to the Redemption Fund on such date as required by Section 5.11, any remaining amounts on
deposit in said 2005A Reserve Fund in excess of the Series 2005A Reserve Requirement first to
reimbursement of Policy Costs shall be transferred to the City for deposit in the redemption
funds for the Local Obligations in proportion to the aggregate amount of each series of Local
Obligations held by the Trustee hereunder.

                (d)    Except as provided in this subsection (d), all earnings on the investment of
the moneys on deposit in any fund shall remain a part of such fund. Amounts on deposit in the
Series 2005B Reserve Fund in excess of the Series 2005B Reserve Requirement shall be held in
the Series 2005B Reserve Fund until each February 15 and August 15, respectively, and shall be
applied as directed in Section 5.14(d); provided that on each August 15, after making any
transfer to the Redemption Fund on such date as required by Section 5.14(d), any remaining
amounts on deposit in said Series 2005B Reserve Fund in excess of the Series 2005B Reserve
Requirement shall be transferred to the City for deposit in the redemption funds for the Local
Obligations in proportion to the aggregate amount of each series of Local Obligations held by the
Trustee hereunder.

                                          ARTICLE VII

                       COVENANTS OF THE ISSUER AND THE CITY

                SECTION 7.01. Payment of Bonds; No Encumbrances. The Issuer shall cause
the Trustee to promptly pay, from Revenues and other funds derived from the Trust Estate
pledged hereunder, the principal of and redemption premium, if any, on and the interest on every
Bond issued under and secured by this Amended and Restated Trust Agreement at the place, on
the dates and in the manner specified in this Amended and Restated Trust Agreement and in such
Bonds according to the true intent and meaning thereof. The Issuer shall not issue any bonds,
notes or other evidences of indebtedness or incur any obligations payable from or secured by the
Trust Estate, other than the Bonds.

                SECTION 7.02. Enforcement and Amendment of Obligations. The City, the
Issuer and Trustee shall enforce all of their rights with respect to the Local Obligations to the
fullest extent necessary to preserve the rights and protect the security of the Bond Insurer and the
Owners under this Amended and Restated Trust Agreement.

              The City, the Issuer and the Trustee may, without the consent of or notice to the
Owners, but with the consent of the Bond Insurer, consent to any amendment, change or
modification of any Local Obligation that may be required (a) to conform to the provisions of
this Amended and Restated Trust Agreement (including any modifications or changes contained


                                                -44-
DOCSSF1:814341.3
in any Supplemental Trust Agreement), (b) for the purpose of curing any ambiguity or
inconsistency or formal defect or omission, (c) so as to add additional rights acquired in
accordance with the provisions of such Local Obligation, (d) in connection with any other
change therein which is not to the material prejudice of the Trustee or the Owners of the Bonds
pursuant to an Opinion of Bond Counsel, (e) in the Opinion of Bond Counsel, to preserve or
assure the exemption of interest on the Local Obligation or the Bonds from federal income taxes
or the exemption from California personal income tax.

                Except for amendments, changes or modifications provided for in the preceding
paragraph, neither the City, the Issuer nor the Trustee shall consent to any amendment, change or
modification of any Local Obligation without the consent of the Bond Insurer and the mailing of
notice and the written approval or consent of the Owners of not less than a majority in aggregate
principal amount of the Bonds at the time Outstanding given and procured as in this Section
provided. If at any time the Issuer and the City, as the case may be, shall request the consent of
the Trustee to any such proposed amendment, change or modification of a Local Obligation, the
Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of
such proposed amendment, change or modification to be mailed in the same manner as provided
by Section 15.03 hereof. Such notice shall briefly set forth the nature of such proposed
amendment, change or modification and shall state that copies of the instrument embodying the
same are on file with the Trustee for inspection by all Owners. Nothing contained in this Section
shall be construed to prevent the Trustee, with the consent of the Issuer and the Bond Insurer,
from settling a default under any Local Obligation on such terms as the Trustee may determine to
be in the best interests of the Owners.

                SECTION 7.03. Further Documents. The Issuer covenants that it will from time
to time execute and deliver such further instruments and take such further action as may be
reasonable and as may be required to carry out the purpose of this Amended and Restated Trust
Agreement; provided, that no such instruments or actions shall pledge the faith and credit or the
taxing power of the State or any political subdivision of the State. The Issuer covenants and
agrees to take such action as is necessary from time to time to perfect or otherwise preserve the
priority of the pledge of Trust Estate under applicable law.

                   SECTION 7.04. Tax Covenants.

                (a)     The Issuer and the City will not take any action, or fail to take any action,
if any such action or failure to take action would adversely affect the exclusion from gross
income of interest on the Bonds under Section 103 of the Code. The Issuer and the City will not
directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the
Issuer or take or omit to take any action that would cause the Bonds to be “private activity
bonds” within the meaning of Section 141(a) of the Code or obligations which are “federally
guaranteed” within the meaning of Section 149(b) of the Code. The Issuer will not allow ten
percent (10%) or more of the proceeds of the Bonds to be used in the trade or business of any
nongovernmental units and will not lend five percent (5%) or more of the proceeds of the Bonds
to any nongovernmental units.

              (b)     The Issuer and the City will not directly or indirectly use or permit the use
of any proceeds of the Bonds or any other funds of the Issuer or take or omit to take any action

                                                -45-
DOCSSF1:814341.3
that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the
Code. To that end, the Issuer and the City will comply with all requirements of Section 148 of
the Code to the extent applicable to the Bonds. In the event that at any time the Issuer is of the
opinion that for purposes of this Section it is necessary to restrict or to limit the yield on the
investment of any moneys held by the Trustee hereunder, the Issuer will so instruct the Trustee
in writing, and the Trustee will take such actions as directed by such instructions.

               (c)    The Issuer will pay or cause to be paid the Rebate Requirement as
provided in the Tax Certificate. This covenant shall survive payment in full or defeasance of the
Bonds. The Issuer will cause the Rebate Requirement to be deposited in the Rebate Fund as
provided in the Tax Certificate (which is incorporated herein by reference).

                The Trustee will conclusively be deemed to have complied with the provisions of
this Section including the provisions of the Tax Certificate if it follows the directions of the
Issuer set forth in the Tax Certificate and the Rebate Instructions and shall not be required to take
any actions hereunder in the absence of Rebate Instructions from the Issuer.

                (d)    Notwithstanding any provision of this Section, if the Issuer shall provide
to the Trustee an Opinion of Bond Counsel that any specified action required under this Section
is no longer required or that some further or different action is required to maintain the exclusion
from gross income for federal income tax purposes of interest with respect to the Bonds, the
Trustee and the Issuer may conclusively rely on such Opinion in complying with the
requirements of this Section, and the covenants hereunder shall be deemed to be modified to that
extent.

                   (e)   The provisions of this Section 7.04 shall survive the defeasance of the
Bonds.

              SECTION 7.05. Maintenance of Existence. The Issuer shall maintain the
existence, powers and authority of the Issuer as a joint powers authority under California law.

                 SECTION 7.06. Continuing Disclosure. The City and the Trustee hereby
covenant and agree that they will comply with and carry out all of their respective obligations
under the Continuing Disclosure Agreement. Any provisions of the Continuing Disclosure
Agreement may, however, be modified or waived only if there is filed with the Trustee, and the
City an Opinion of Bond Counsel to the effect that such modification or waiver will not, in and
of itself, cause the undertakings in the Continuing Disclosure Agreement to no longer satisfy the
requirements of Securities Exchange Commission Rule 15c2-12(b)(5). Notwithstanding any
other provision of this Amended and Restated Trust Agreement, failure of the City or the Trustee
to comply with the Continuing Disclosure Agreement shall not be considered an Event of
Default and shall not be deemed to create any monetary liability on the part of the City or the
Trustee to any other persons, including Owners; however, any Owner or beneficial owner of the
Bonds or the Trustee, at the written request of the Owners of at least 25% aggregate principal
amount in Outstanding Bonds, the Trustee shall, but only to the extent funds or other indemnity
in an amount satisfactory to the Trustee have been provided to it to hold the Trustee harmless
from any loss, cost, liability or expenses and additional charges of the Trustee and fees and
expenses of its attorneys, take such actions as may be necessary and appropriate, including


                                                 -46-
DOCSSF1:814341.3
seeking mandate or specific performance by court order, to cause the City or the Trustee, as the
case may be, to comply with its obligations under this Section 7.06.

                   SECTION 7.07. Reserved.

               SECTION 7.08. No additional assessment indebtedness. The City hereby
covenants that it will not issue or incur any additional bonds or other indebtedness payable from
the assessments securing the Local Obligations.

                                           ARTICLE VIII

                                   DEFAULTS AND REMEDIES

              SECTION 8.01. Events of Default. The following shall constitute “Events of
Default” hereunder:

                   (a)   if payment of interest on the Bonds shall not be made when due; or

              (b)    if payment of any Principal Installment shall not be made when due and
payable, whether at maturity, by proceedings for redemption, or otherwise; or

                (c)     if the Issuer or the City shall fail to observe or perform in any material
way any other agreement, condition, covenant or term contained in this Amended and Restated
Trust Agreement on its part to be performed, and such failure shall continue for thirty (30) days
after written notice specifying such failure and requiring the same to be remedied shall have been
given to the Issuer or the City, as the case may be, by the Trustee, the Bond Insurer or by the
Owner(s) of not less than twenty-five percent (25%) in aggregate principal amount of each Series
of the Bonds Outstanding with the consent of the Bond Insurer, provided, that if such default be
such that it cannot be corrected within the applicable period, it shall not constitute an Event of
Default if corrective action is instituted by the Issuer or the City within the applicable period and
diligently pursued until the default is corrected.

                SECTION 8.02. Proceedings by Trustee; No Acceleration. Upon the happening
and continuance of any Event of Default the Trustee in its discretion may, with the Bond
Insurer’s consent and shall, at the Bond Insurer’s direction or at the written request of the
Owners of not less than twenty-five percent (25%) in aggregate principal amount of each Series
of Bonds Outstanding shall with the consent of the Bond Insurer (but only if indemnified to its
satisfaction from any liability, expenses or costs), do the following:

                (a)     by mandamus, or other suit, action or proceeding at law or in equity,
enforce all rights of the Owners, including the right to receive and collect the Revenues;

                   (b)   bring suit upon or otherwise enforce any defaulting Local Obligation;

                (c)      by action or suit in equity enjoin any acts or things which may be unlawful
or in violation of the rights of the Owners;



                                                -47-
DOCSSF1:814341.3
               (d)     as a matter of right, have a receiver or receivers appointed for the Trust
Estate and of the earnings, income, issues, products, profits and revenues thereof pending such
proceedings, with such powers as the court making such appointment shall confer; and

                (e)    take such action with respect to any and all Obligations or Investment
Securities as the Trustee shall deem necessary and appropriate, subject to Section 8.04 and to the
terms of such Obligations or Investment Securities.

               The Trustee shall have no right to declare the principal of all of the Bonds then
Outstanding, or the interest accrued thereon, to be due and payable immediately.
Notwithstanding any other provision hereof, an Event of Default which only affects the Series
2005B Bonds shall not be treated as an Event of Default with respect to the Series 2005A Bonds
and the Trustee shall not take any action hereunder with respect to such Event of Default which
would materially adversely affect the rights of the holders of the Series 2005A Bonds or the
Bond Insurer.

               SECTION 8.03. Effect of Discontinuance or Abandonment. In case any
proceeding taken by the Trustee on account of any default shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Trustee, then and in
every such case the Trustee, the Bond Insurer and the Owners shall be restored to their former
positions and rights under this Amended and Restated Trust Agreement, respectively, and all
rights, remedies and powers of the Trustee shall continue as though no such proceeding had been
taken.

                SECTION 8.04. Rights of Owners. Anything in this Amended and Restated Trust
Agreement to the contrary notwithstanding, subject to the limitations and restrictions as to the
rights of the Owners in Sections 8.01, 8.02 and 8.05, upon the happening and continuance of any
Event of Default, the Owners of not less than twenty-five percent (25%) in aggregate principal
amount of each Series of the Bonds then Outstanding with the consent of the Bond Insurer shall
have the right, upon providing the Trustee security and indemnity reasonably satisfactory to it
against the costs, expenses and liabilities to be incurred therein or thereby, by an instrument in
writing executed and delivered to the Trustee, have the right to direct the method and place of
conducting all remedial proceedings to be taken by the Trustee under this Amended and Restated
Trust Agreement.

              The Trustee may refuse to follow any direction that conflicts with law or this
Amended and Restated Trust Agreement or that the Trustee determines is prejudicial to rights of
other Owners or would subject the Trustee to personal liability without adequate indemnification
therefor.

                 SECTION 8.05. Restriction on Owner’s Action. In addition to the other
restrictions on the rights of Owners to request action upon the occurrence of an Event of Default
and to enforce remedies set forth in this article, no Owner of any of the Bonds shall have any
right to institute any suit, action or proceeding in equity or at law for the enforcement of any trust
under this Amended and Restated Trust Agreement, or any other remedy under this Amended
and Restated Trust Agreement or on the Bonds, unless such Owner previously shall have given
to the Trustee written notice of an Event of Default as hereinabove provided and unless the


                                                -48-
DOCSSF1:814341.3
Owners of not less than twenty-five percent (25%) in aggregate principal amount of each Series
of the Bonds then Outstanding shall have made written request of the Trustee to institute any
such suit, action, proceeding or other remedy, after the right to exercise such powers or rights of
action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable
opportunity either to proceed to exercise the powers granted in this Amended and Restated Trust
Agreement, or to institute such action, suit or proceeding in its or their name; nor unless there
also shall have been offered to the Trustee security and indemnity reasonably satisfactory to it
against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall
not have complied with such request within a reasonable time; and such notification, request and
offer of indemnity are hereby declared in every such case to be conditions precedent to the
execution of the trusts of this Amended and Restated Trust Agreement or for any other remedy
under this Amended and Restated Trust Agreement, it being understood and intended that no one
or more Owners of the Bonds secured by this Amended and Restated Trust Agreement shall have
any right in any manner whatever by his or their action to affect, disturb or prejudice the security
of this Amended and Restated Trust Agreement, or to enforce any rights under this Amended and
Restated Trust Agreement or under the Bonds, except in the manner provided in this Amended
and Restated Trust Agreement, and that all proceedings at law or in equity shall be instituted, had
and maintained in the manner provided in this Amended and Restated Trust Agreement, and for
the equal benefit of all Owners of Outstanding Bonds; subject, however, to the provisions of this
Section. Notwithstanding the foregoing provisions of this Section or any other provision of this
Amended and Restated Trust Agreement, the obligation of the Issuer shall be absolute and
unconditional to pay, but solely from the Trust Estate, the principal of and the redemption
premiums, if any, on and the interest on the Bonds to the respective Owners thereof at the
respective due dates thereof, and nothing herein shall affect or impair the right of action, which is
absolute and unconditional, of such Owners to enforce such payment.

                SECTION 8.06. Power of Trustee to Enforce. All rights of action under this
Amended and Restated Trust Agreement or under any of the Bonds secured by this Amended
and Restated Trust Agreement which are enforceable by the Trustee may be enforced by it
without the possession of any of the Bonds, or the production thereof at the trial or other
proceedings relative thereto, and any such suit, action or proceedings instituted by the Trustee
shall be brought in its own name, as Trustee, for the equal and ratable benefit of the Owners
subject to the provisions of this Amended and Restated Trust Agreement.

               SECTION 8.07. Remedies Not Exclusive. No remedy in this Amended and
Restated Trust Agreement conferred upon or reserved to the Trustee, the Bond Insurer or to the
Owners is intended to be exclusive of any other remedy or remedies, and each and every such
remedy shall be cumulative, and shall be in addition to every other remedy given under this
Amended and Restated Trust Agreement or now or hereafter existing at law or in equity or by
statute.

               SECTION 8.08. Waiver of Events of Default; Effect of Waiver. Upon the written
request of the Bond Insurer or the Owners of at least a majority in aggregate principal amount of
all Outstanding with the consent of the Bond Insurer Bonds the Trustee shall waive any Event of
Default hereunder and its consequences. The Trustee may waive any Event of Default hereunder
and its consequences at any time with the consent of the Bond Insurer. If any Event of Default
shall have been waived as herein provided, the Trustee shall promptly give written notice of such

                                                -49-
DOCSSF1:814341.3
waiver to the Issuer and shall give notice thereof by first class mail, postage prepaid, to all
Owners of Outstanding Bonds if such Owners had previously been given notices of such Event
of Default; but no such waiver, rescission and annulment shall extend to or affect any subsequent
Event of Default, or impair any right or remedy consequent thereon.

               No delay or omission of the Trustee, the Bond Insurer or of any Owner to exercise
any right or power accruing upon any default or Event of Default shall impair any such right or
power or shall be construed to be a waiver of any such default or Event of Default, or an
acquiescence therein; and every power and remedy given by this article to the Trustee and to the
Owners of the Bonds, respectively, may be exercised from time to time and as often as may be
deemed expedient.

                SECTION 8.09. Application of Moneys. Any moneys received by the Trustee
pursuant to this article shall, after payment of all fees and expenses of the Trustee, and the fees
and expenses of its counsel incurred in representing the Owners, be applied as follows:

                   (a)    unless the principal of all of the Outstanding Bonds shall be due and
payable,

                           FIRST - To the payment of the Owners of the Series 2005A Bonds
                   entitled thereto of all installments of interest then due on the Series 2005A Bonds,
                   in the order of the maturity of the installments of such interest, and if the amount
                   available shall not be sufficient to pay in full any particular installment, then to
                   the payment ratably, according to the amounts due on such installment, to the
                   Persons entitled thereto, without any discrimination or privilege;

                           SECOND - To the payment of the Owners of the Series 2005A Bonds
                   entitled thereto of the unpaid principal of and redemption premiums, if any, on
                   any of the Series 2005A Bonds which shall have become due (other than the
                   Series 2005A Bonds matured or called for redemption for the payment of which
                   moneys are held pursuant to the provisions of this Amended and Restated Trust
                   Agreement) in the order of their due dates, and if the amount available shall not
                   be sufficient to pay in full the principal of and redemption premiums, if any, on
                   such Series 2005A Bonds due on any particular date, then to the payment ratably,
                   according to the amount due on such date, to the Persons entitled thereto without
                   any discrimination or privilege;

                           THIRD - To the payment of the Owners of the Series 2005B Bonds
                   entitled thereto of all installments of interest then due on the Series 2005B Bonds,
                   in the order of the maturity of the installments of such interest, and if the amount
                   available shall not be sufficient to pay in full any particular installment, then to
                   the payment ratably, according to the amounts due on such installment, to the
                   Persons entitled thereto, without any discrimination or privilege;

                           FOURTH - To the payment of the Owners of the Series 2005B Bonds
                   entitled thereto of the unpaid principal of and redemption premiums, if any, on
                   any of the Series 2005B Bonds which shall have become due (other than the


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                   Series 2005B Bonds matured or called for redemption for the payment of which
                   moneys are held pursuant to the provisions of this Amended and Restated Trust
                   Agreement) in the order of their due dates, and if the amount available shall not
                   be sufficient to pay in full the principal of and redemption premiums, if any, on
                   such Series 2005B Bonds due on any particular date, then to the payment ratably,
                   according to the amount due on such date, to the Persons entitled thereto without
                   any discrimination or privilege;

                           FIFTH - To be held for the payment to the Owners of the Series 2005B
                   Bonds entitled thereto as the same shall become due of the principal of and
                   redemption premiums, if any, on and interest on the Series 2005A Bonds which
                   may thereafter become due, either at maturity or upon call for redemption prior to
                   maturity, and if the amount available shall not be sufficient to pay in full such
                   principal and redemption premiums, if any, due on any particular date, together
                   with interest then due and owing thereon, payment shall be made in accordance
                   with the FIRST and SECOND paragraphs hereof; and

                           SIXTH - To be held for the payment to the Owners of the Series 2005B
                   Bonds entitled thereto as the same shall become due of the principal of and
                   redemption premiums, if any, on and interest on the Series 2005B Bonds which
                   may thereafter become due, either at maturity or upon call for redemption prior to
                   maturity, and if the amount available shall not be sufficient to pay in full such
                   principal and redemption premiums, if any, due on any particular date, together
                   with interest then due and owing thereon, payment shall be made in accordance
                   with the THIRD and FOURTH paragraphs hereof.

                (b)    if the principal of all of the Outstanding Bonds shall be due and payable,
to the payment of the principal and redemption premiums, if any, and interest then due and
unpaid upon the Outstanding Bonds without preference or priority of any of the principal of or
the redemption premium, if any, on any Outstanding Bond over any other Outstanding Bond or
of any interest on any Outstanding Bond over any other Outstanding Bond, ratably, according to
the amounts due respectively for principal and redemption premiums, if any, and interest, to the
Owners entitled thereto without any discrimination or preference except as to any difference in
the respective amounts of interest specified in the Outstanding Bonds.

               (c)     After having first satisfied all obligations to Owners of Bonds pursuant to
subsections (a) and (b) of this Section 8.09 and Reserve Replenishment, then any remaining
moneys received by the Trustee pursuant to this article shall be transferred to the City.

                (d)     Whenever moneys are to be applied pursuant to the provisions of this
Section 8.09, such moneys shall be applied at such times, and from time to time, as the Trustee
shall determine, having due regard to the amount of such moneys available for application and
the likelihood of additional moneys becoming available for such application in the future. The
Trustee shall give, by mailing by first class mail as it may deem appropriate, such notice of the
deposit with it of any such moneys.




                                                  -51-
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                (e)    Unless the Bond Insurer otherwise directs, upon the occurrence and
continuance of an Event of Default or the occurrence and continuance of an event which with
notice or lapse of time or both would constitute an Event of Default, amounts on deposit in the
Capital Improvement Fund shall not be disbursed but shall instead be applied to the payment of
debt service or redemption price of the Series 2005A Bonds.

                                            ARTICLE IX

                                           THE TRUSTEE

                   SECTION 9.01. Appointment and Acceptance of Duties.

                The Trustee hereby accepts and agrees to the trusts hereby created to all of which
the Issuer agrees and the respective Owners of the Bonds, by their purchase and acceptance
thereof, agree.

                   SECTION 9.02. Duties, Immunities and Liability of Trustee.

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

                 (b)    The Issuer may, in the absence of an Event of Default, and upon receipt of
an instrument or concurrent instruments in writing signed by the Owners of not less than a
majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly
authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with
subsection (e) of this Section, or shall become incapable of acting, or shall commence a case
under any bankruptcy, insolvency or similar law, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take control or charge of the Trustee or its property
or affairs for the purpose of rehabilitation, conservation or liquidation, shall, remove the Trustee
by giving written notice of such removal to the Trustee, and thereupon the Issuer shall promptly
appoint a successor Trustee by an instrument in writing.

                (c)     The Trustee may, subject to (d) below, resign by giving written notice of
such resignation to the Issuer and by giving notice of such resignation by mail, first class postage
prepaid, to the Owners at the addresses listed in the Bond Register. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor Trustee by an instrument in writing.

                (d)     Any removal or resignation of the Trustee and appointment of a successor
Trustee shall become effective only upon acceptance of appointment by the successor Trustee. If
no successor Trustee shall have been appointed and shall have accepted appointment within
thirty (30) days of giving notice of removal or notice of resignation as aforesaid, the resigning
Trustee or any Owner (on behalf of himself and all other Owners) may petition any court of

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DOCSSF1:814341.3
competent jurisdiction for the appointment of a successor Trustee, and such court may
thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any
successor Trustee appointed under this Amended and Restated Trust Agreement shall signify its
acceptance of such appointment by executing and delivering to the Issuer and to its predecessor
Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights,
powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally
named Trustee herein; but, nevertheless, at the written request of the Issuer or of the successor
Trustee, such predecessor Trustee shall execute and deliver any and all instruments of
conveyance or further assurance and do such other things as may reasonably be required for
more fully and certainly vesting in and confirming to such successor Trustee all the right, title
and interest of such predecessor Trustee in and to any property held by it under this Amended
and Restated Trust Agreement and shall pay over, transfer, assign and deliver to the successor
Trustee any money or other property subject to the trusts and conditions herein set forth. Upon
request of the successor Trustee, the Issuer shall execute and deliver any and all instruments as
may be reasonably required for more fully and certainly vesting in and confirming to such
successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and
obligations. Upon acceptance of appointment by a successor Trustee as provided in this
subsection, such successor Trustee shall mail a notice of the succession of such Trustee to the
trusts hereunder by first class mail, postage prepaid, to the Owners at their addresses listed in the
Bond Register.

                (e)    Any Trustee appointed under the provisions of this Section shall be a trust
company or bank having the powers of a trust company, having a corporate trust office in
California, having a combined capital and surplus of at least fifty million dollars ($50,000,000),
and subject to supervision or examination by federal or state authority. If such bank or trust
company publishes a report of condition at least annually, pursuant to law or to the requirements
of any supervising or examining authority above referred to, then for the purpose of this
subsection the combined capital and surplus of such bank or trust company shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published.
In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this
subsection, the Trustee shall resign immediately in the manner and with the effect specified in
this Section.

                (f)     No provision in this Amended and Restated Trust Agreement shall require
the Trustee to risk or expend its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder. The Trustee shall be entitled to interest on all
moneys advanced by it hereunder at its prime rate then in effect plus two percent.

                 (g)     In accepting the trust hereby created, the Trustee acts solely as Trustee for
the Owners and not in its individual capacity, and under no circumstances shall the Trustee be
liable in its individual capacity for the obligations evidenced by the Bonds.

              (h)     The Trustee makes no representation or warranty, express or implied, as to
the compliance with legal requirements of the use contemplated by the Issuer of the funds under
this Amended and Restated Trust Agreement.


                                                 -53-
DOCSSF1:814341.3
                (i)     The Trustee shall not be responsible for the validity or effectiveness or
value of any collateral or security securing any Local Obligation. The Trustee shall not be
responsible for the recording or filing of any document relating to this Agreement or any Local
Obligation or of financing statements (or continuation statements in connection therewith) or
mortgage or of any supplemental instruments or documents of further assurance as may be
required by law in order to perfect the security interests or lien on or in any collateral or security
securing any Local Obligation. The Trustee shall not be deemed to have made representations as
to the security afforded thereby or as to the validity or sufficiency of any such document,
collateral or security.

               (j)    The Trustee shall not be deemed to have knowledge of any Event of
Default hereunder unless and until it shall have actual knowledge thereof at its corporate trust
office in San Francisco, California.

               (k)     The Trustee shall not be accountable for the use or application by the
Issuer or any other party of any funds which the Trustee has released under this Amended and
Restated Trust Agreement.

                (l)    The Trustee shall provide a monthly accounting of all Funds held pursuant
to this Amended and Restated Trust Agreement (and all funds held by the Trustee as trustee or
fiscal agent pursuant to any Local Obligation) to the Issuer within fifteen (15) Business Days
after the end of such month and shall provide statements of account for each annual period
beginning July 1 and ending June 30, within 90 days after the end of such period. Such
accounting shall show in reasonable detail all financial transactions during the accounting period
and the balance in any Funds and accounts (including the Obligation Fund) created under this
Amended and Restated Trust Agreement as of the beginning and close of such accounting
period.

                (m)     The Trustee makes no representations with respect to any information,
statement, or recital in, and shall have no liability with respect to, any official statement, offering
memorandum or any other disclosure material prepared or distributed with respect to the Bonds.

                SECTION 9.03. Merger or Consolidation. Any company into which the Trustee
may be merged or converted or with which it may be consolidated or any company resulting
from any merger, conversion or consolidation to which it shall be a party or any company to
which the Trustee may sell or transfer all or substantially all of its corporate trust business,
provided such company shall be eligible under subsection (e) of Section 9.02, shall succeed to
the rights and obligations of such Trustee without the execution or filing of any paper or any
further act, anything herein to the contrary notwithstanding.

                SECTION 9.04. Compensation and Indemnification. The Issuer shall pay or
cause the City to pay the Trustee reasonable compensation for its services rendered hereunder
and reimburse the Trustee for reasonable expenses, disbursements and advances, including
attorney’s fees, incurred by the Trustee in the performance of its obligations hereunder and with
respect to the Local Obligations.




                                                 -54-
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                 The Issuer agrees, to the extent permitted by law, to indemnify the Trustee and its
officers, directors, employees, attorneys and agents for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on its part arising out of or
in connection with (i) the acceptance or administration of the trusts imposed by this Amended
and Restated Trust Agreement, including performance of its duties hereunder, or related to the
Local Obligations including the costs and expenses of defending itself against any claims or
liability in connection with the exercise or performance of any of its powers or duties hereunder
(ii) the projects to be financed with the purchase of the Local Obligations; (iii) the sale of any
Bonds or the purchase of the Local Obligations and the carrying out of any of the transactions
contemplated by the Bonds or the Local Obligations; or (iv) any untrue statement of any material
fact or omission to state a material fact necessary to make the statements made, in light of the
circumstances under which they were made, not misleading in any official statement or other
disclosure document utilized by the Issuer or under its authority in connection with the sale of
the Bonds or the Local Obligations. The Issuer’s obligations hereunder with respect to
indemnity of the Trustee and the provision for its compensation set forth in this Article shall
survive and remain valid and binding notwithstanding the maturity and payment of the Bonds, or
the resignation, or removal of the Trustee.

                The Trustee shall have no responsibility for or liability in connection with
assuring that all of the procedures or conditions to closing set forth in the contract of purchase
for sale of the Bonds, that all documents required to be delivered on the closing date to the
parties are actually delivered, except its own responsibility to receive or deliver the proceeds of
the sale, deliver the Bonds and other certificates expressly required to be delivered by it and its
counsel.

               The Trustee shall be entitled to rely on the covenants, representations and
warranties of each obligor on any Local Obligation and in the documents and certificates
delivered in connection therewith and each Written Order.

                SECTION 9.05. Liability of Trustee. The recitals of facts herein and in the Bonds
contained shall be taken as statements of the Issuer, and the Trustee does not assume any
responsibility for the correctness of the same, and does not make any representations as to the
validity or sufficiency of this Amended and Restated Trust Agreement or of the Bonds, and shall
not incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed upon it; provided, that the Trustee
shall be responsible for its representations contained in its certificate of authentication on the
Bonds. The Trustee shall not be liable in connection with the performance of its duties
hereunder except for its own negligence or willful misconduct. The Trustee (in its individual or
any other capacity) may become the Owner of Bonds with the same rights it would have if it
were not Trustee hereunder, and, to the extent permitted by law, may act as depositary for and
permit any of its officers, directors and employees to act as a member of, or in any other capacity
with respect to, any committee formed to protect the rights of Owners, whether or not such
committee shall represent the Owners of a majority in principal amount of the Bonds then
Outstanding. The Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Owners of a majority in principal
amount of the Outstanding Bonds relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred

                                                -55-
DOCSSF1:814341.3
upon the Trustee, hereunder. Whether or not therein expressly so provided, every provision of
this Amended and Restated Trust Agreement or related documents relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be subject to the provisions of
this Article.

               SECTION 9.06. Right to Rely on Documents. The Trustee may rely on and shall
be protected in acting or refraining from acting upon any notice, resolution, requisition, request,
consent, order, certificate, report, opinion, bond 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 Trustee may
consult with counsel, who may be counsel of or to the Issuer, with regard to legal questions, and
the opinion of such counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.

                 Whenever in the administration of the trusts imposed upon it by this Amended
and Restated Trust Agreement the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by an Officer’s Certificate, and such Certificate shall be full
warrant to the Trustee for any action taken or suffered or omitted in good faith under the
provisions of this Amended and Restated Trust Agreement in reliance upon such Certificate, but
in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as to it may seem reasonable.

               The Trustee shall be entitled to advice of counsel and other professionals or
agents concerning all matters of trust and its duty hereunder, but the Trustee shall not be
answerable for the acts or omissions of any agent, attorney-at-law, certified public accountant, or
other professional if such agent, attorney-at-law, certified public accountant or other professional
was selected by the Trustee with due care.

                SECTION 9.07. Preservation and Inspection of Documents. All documents
received by the Trustee under the provisions of this Amended and Restated Trust Agreement
shall be retained in its possession and shall be subject at all reasonable times upon prior notice to
the inspection of the Issuer, the Owners of at least twenty-five percent (25%) of the aggregate
principal amount of the Bonds, and their agents and representatives duly authorized in writing, at
reasonable hours and under reasonable conditions.

                SECTION 9.08. Indemnity for Trustee. Before taking any action or exercising
any rights or powers under this Amended and Restated Trust Agreement, the Trustee may
require that satisfactory indemnity be furnished to it for the reimbursement of all costs and
expenses which it may incur and to indemnify it against all liability, except liability which may
result from its negligence or willful misconduct, by reason of any action so taken.




                                                 -56-
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                                           ARTICLE X

                        EXECUTION OF INSTRUMENTS BY OWNERS
                          AND PROOF OF OWNERSHIP OF BONDS

               SECTION 10.01. Execution of Instruments; Proof of Ownership. Any request,
direction, consent or other instrument in writing required or permitted by this Amended and
Restated Trust Agreement to be signed or executed by Owners may be in any number of
concurrent instruments of similar tenor by different parties and may be signed or executed by
such Owners in Person or by agent appointed by an instrument in writing. Proof of the execution
of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this
Amended and Restated Trust Agreement and shall be conclusive in favor of the Trustee with
regard to any action taken, suffered or omitted by either of them under such instrument if made
in the following manner:

               (a)   The fact and date of the execution by any Person of any such instrument
may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has
power to take acknowledgments within such jurisdiction, to the effect that the Person signing
such instrument acknowledged before him the execution thereof, or by an affidavit of a witness
to such execution.

              (b)    The fact of the ownership of Bonds under this Amended and Restated
Trust Agreement by any Owner and the serial numbers of such Bonds and the date of his
ownership of the same shall be proved by the Bond Register.

                Nothing contained in this article shall be construed as limiting the Trustee to such
proof, it being intended that the Trustee may accept any other evidence of the matters in this
article stated which to it may seem sufficient. Any request or consent of the Owner of any Bond
shall bind every future Owner of the same Bond and any Bond or Bonds issued in exchange or
substitution therefor or upon the registration of transfer thereof in respect of anything done by
the Trustee in pursuance of such request or consent.

                                           ARTICLE XI

                    MODIFICATION OF AMENDED AND RESTATED TRUST
                   AGREEMENT AND SUPPLEMENTAL TRUST AGREEMENTS

                SECTION 11.01. Supplemental Trust Agreements Without Consent of Owners.
The Issuer and the City may, without the consent of the Owners but with the consent of the Bond
Insurer, enter into a Supplemental Trust Agreement or Supplemental Trust Agreements, which
thereafter shall form a part of this Amended and Restated Trust Agreement, for any one or more
of the following purposes:

               (a)     to add to the agreements and covenants of the Issuer or the City contained
in this Amended and Restated Trust Agreement other agreements and covenants thereafter to be
observed, or to surrender any right or power in this Amended and Restated Trust Agreement



                                                -57-
DOCSSF1:814341.3
reserved to or conferred upon the Issuer or the City; provided, that no such agreement, covenant
or surrender shall materially adversely affect the rights of any Owner;

              (b)    to cure any ambiguity, to supply any omission or to cure, correct or
supplement any defect or inconsistent provisions contained in this Amended and Restated Trust
Agreement or in any Supplemental Trust Agreement;

                   (c)   to make any change which does not materially adversely affect the rights
of any Owner;

             (d)     to grant to the Trustee for the benefit of the Owners additional rights,
remedies, powers or authority;

                 (e)    to subject to this Amended and Restated Trust Agreement additional
collateral or to add other agreements of the Issuer or the City;

                (f)      to modify this Amended and Restated Trust Agreement or the Bonds to
permit qualification under the Trust Indenture Act of 1939, as amended, or any similar statute at
the time in effect, or to permit the qualification of the Bonds for sale under the securities laws of
any state of the United States of America;

                   (g)   to evidence the succession of a new Trustee; or

                The Trustee may in its discretion determine whether or not in accordance with the
foregoing powers of amendment hereof any particular Bond would be affected by any
modification or amendment of this Amended and Restated Trust Agreement and any such
determination shall be binding and conclusive on the Issuer, the City and all Owners of Bonds.
For all purposes of this Section, the Trustee shall be entitled to rely upon and shall be fully
protected in relying upon an Opinion of Bond Counsel, in form and substance satisfactory to it,
with respect to the extent, if any, to which any action affects the rights under this Amended and
Restated Trust Agreement of any Owner.

                In determining whether any amendment, consent or other action to be taken, or
any failure to act hereunder would adversely affect the security for the Bonds or the rights of the
Owners, the Trustee shall consider the effect of any such amendment, consent, action or inaction
as if there were no Bond Insurance Policy.

                SECTION 11.02. Trustee Authorized to Enter into Supplemental Trust
Agreement. The Trustee is hereby authorized to enter into any Supplemental Trust Agreement
with the Issuer and the City authorized or permitted by the terms of this Amended and Restated
Trust Agreement, and to make the further agreements and stipulations which may be therein
contained, and for all purposes of this Section, the Trustee shall be entitled to rely upon and shall
be fully protected in relying upon an Opinion of Bond Counsel, in form and substance
satisfactory to it, to the effect that such Supplemental Trust Agreement is authorized or permitted
by the provisions of this Amended and Restated Trust Agreement.

              SECTION 11.03. Supplemental Trust Agreements With Consent of Owners. Any
modification or alteration of this Amended and Restated Trust Agreement or of the rights and

                                                 -58-
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obligations of the Issuer, the City or the Owners of the Bonds may be made with the consent of
the Bond Insurer and the Owners of not less than a majority in aggregate principal amount of
each Series of the Bonds then Outstanding; provided, that no such modification or alteration
shall be made which will reduce the percentage of aggregate principal amount of Bonds the
consent of the Owners of which is required for any such modification or alteration, or permit the
creation by the Issuer or the City of any lien prior to or on a parity with the lien of this Amended
and Restated Trust Agreement upon the Trust Estate or which will affect the times, amounts and
currency of payment of the principal of or the redemption premiums, if any, on or the interest on
the Bonds or affect the rights, duties or obligations of the Trustee without the consent of the
party affected thereby.

                                          ARTICLE XII

                                          DEFEASANCE

                SECTION 12.01. Defeasance. If and when the Bonds secured hereby shall
become due and payable in accordance with their terms or through redemption proceedings as
provided in this Amended and Restated Trust Agreement, or otherwise, and the whole amount of
the principal and the redemption premiums, if any, and the interest so due and payable upon all
of the Bonds shall be paid, or provision shall have been made for the payment of the same,
together with all other sums payable under this Amended and Restated Trust Agreement by the
Issuer, including all fees and expenses of the Trustee, then and in that case, this Amended and
Restated Trust Agreement and the lien created hereby shall be completely discharged and
satisfied and the Issuer shall be released from the agreements, conditions, covenants and terms of
the Issuer contained in this Amended and Restated Trust Agreement, and the Trustee shall assign
and transfer all property to the City (in excess of the amounts required for the foregoing) then
held by the Trustee free and clear of any encumbrances and shall execute such documents as may
be reasonably required by the Trustee or the Issuer in this regard.

                Notwithstanding the satisfaction and discharge of this Amended and Restated
Trust Agreement, those provisions of this Amended and Restated Trust Agreement relating to the
maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds,
replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of
Bonds, nonpresentment of Bonds, and the duties of the Trustee in connection with all of the
foregoing, remain in effect and shall be binding upon the Trustee and the Owners and the Trustee
shall, subject to Section 15.09, continue to be obligated to hold in trust any moneys or
investments then held by the Trustee for the payment of the principal of and redemption
premiums, if any, on and interest on the Bonds, to pay to the Owners of Bonds the funds so held
by the Trustee as and when such payment becomes due, and those provisions of this Amended
and Restated Trust Agreement contained in Section 9.04 relating to the compensation and
indemnification of the Trustee and in Section 7.04 relating to the tax covenants of the Issuer and
the City shall remain in effect and shall be binding upon the Trustee, the City and the Issuer.

              To accomplish defeasance, the Issuer shall satisfy the conditions as required by
the Bond Insurer under Section 13.12 hereof.




                                                -59-
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                SECTION 12.02. Bonds Deemed to Have Been Paid. If moneys shall have been
set aside and held by the Trustee for the payment or redemption of any Bonds and the interest
installments therefor at the maturity or redemption date thereof, such Bonds shall be deemed to
be paid within the meaning and with the effect provided in Section 12.01. Any Outstanding
Bond shall prior to the maturity or redemption date thereof be deemed to have been paid within
the meaning and with the effect expressed in Section 12.01 if (a) in case said Bonds are to be
redeemed on any date prior to their maturity, the Issuer shall have given to the Trustee in form
satisfactory to the Trustee irrevocable instructions to mail notice of redemption of such Bonds on
such redemption date, such notice to be given in accordance with the provisions of Article IV,
(b) there shall have been deposited with the Trustee in escrow either moneys in an amount which
(as stated in a Cash Flow Certificate) shall be sufficient, or noncallable Government Obligations
the principal of and the interest on which when due, and without any reinvestment thereof, will
provide moneys which, together with the moneys, if any, deposited with or held by the Trustee at
the same time, shall be sufficient (as verified by a Cash Flow Certificate), to pay when due the
principal of and the redemption premiums, if any, and the interest due and to become due on
such Bonds on and prior to the redemption date or maturity date thereof, as the case may be, and
(c) in the event any of such Bonds are not to be redeemed within the next succeeding sixty (60)
days, the Issuer shall have given the Trustee in form satisfactory to the Trustee irrevocable
instructions to mail, as soon as practicable in the same manner as a notice of redemption is
mailed pursuant to Article IV, a notice to the Owners of such Bonds and to the Securities
Depositaries and the Information Services that the deposit required by (b) above has been made
with the Trustee and that such Bonds are deemed to have been paid in accordance with this
Section and stating such maturity or redemption dates upon which moneys are to be available for
the payment of the principal of and redemption premiums, if any, on and interest on such Bonds.
Neither the securities nor moneys deposited with the Trustee pursuant to this Section nor
principal or interest payments on any such securities shall be withdrawn or used for any purpose
other than, and shall be held in trust for, the payment of the principal of and redemption
premiums, if any, on and interest on such Bonds; provided, that any cash received from such
principal or interest payments on such obligations deposited with the Trustee, if not then needed
for such purpose, shall, to the extent practicable and at the direction of the Issuer, be reinvested
in Government Obligations maturing at times and in amounts, together with the other moneys
and payments with respect to Government Obligations then held by the Trustee pursuant to this
Section, sufficient to pay when due the principal of and redemption premiums, if any, and
interest to become due on such Bonds on and prior to such redemption date or maturity date
thereof, as the case may be, and interest earned from such reinvestments shall, upon receipt by
the Trustee of a Written Order so directing, be paid over to the Issuer as received by the Trustee
free and clear of any trust, lien or pledge.

                SECTION 12.03. Moneys Held for Particular Bonds. Except as otherwise
provided in Section 12.02 or 15.09, the amounts held by the Trustee for the payment of the
principal or the redemption premiums, if any, or the interest due on any date with respect to
particular Bonds shall, on and after such date and pending such payment, be set aside on its
books and held in trust by it solely for the Owners of the Bonds entitled thereto.




                                               -60-
DOCSSF1:814341.3
                                          ARTICLE XIII

                                       BOND INSURANCE

                SECTION 13.01. [Provisions of this Article to Govern. Notwithstanding
anything to the contrary set forth herein, the provisions of this Article XIII shall govern the
interpretation of the Amended and Restated Trust Agreement with respect to the Series 2005A
Bonds.

                SECTION 13.02. Bond Insurer Deemed Holder of Bonds. The Bond Insurer shall
be deemed to be the sole holder of the Series 2005A Bonds for the purpose of exercising any
voting right or privilege or giving any consent or direction or taking any other action that the
holders of the Series 2005A Bonds insured by it are entitled to take pursuant to Article VIII
hereof pertaining to defaults and remedies and IX hereof pertaining to the duties and obligations
of the Trustee. The Trustee shall take no action except with the consent, or at the written
direction, of the Bond Insurer. The maturity of the Series 2005A Bonds insured by the Bond
Insurer shall not be accelerated without the consent of the Bond Insurer.

                   SECTION 13.03. Covenant Defaults.

              (a)      No grace period for a default on a covenant of the Amended and Restated
Trust Agreement shall exceed 30 days, nor be extended for more than 60 days, without the prior
written consent of the Bond Insurer.

               (b)    After payment of reasonable expenses of the Trustee, the application of
funds realized upon default shall be applied to payment of expenses of the Issuer or rebate only
after the payment of debt service due and past due on the Series 2005A Bonds, together with
replenishment of the Series 2005A Reserve Fund.

                SECTION 13.04. Bond Insurer as Third Party Beneficiary. The Bond Insurer
shall be a third party beneficiary of this Amended and Restated Trust Agreement.

                   SECTION 13.05. Actions Requiring Consent of the Bond Insurer.

               (a)    No modification, amendment or supplement to the Amended and Restated
Trust Agreement or any Related Document (as defined in the Bond Insurer’s commitment letter
dated __________, 2005, shall mean the Amended and Restated Trust Agreement, Local
Obligation Resolutions, Local Obligations and any other transaction documents) may become
effective except upon obtaining the prior written consent of the Bond Insurer.

               (b)    No contract shall be entered into nor any action taken by which the rights
of the Bond Insurer or security for or sources of payment of the Series 2005A Bonds may be
impaired or prejudiced except upon obtaining the prior written consent of the Bond Insurer.

                (c)     No credit instrument provided in lieu of a cash deposit shall be deposited
by the Issuer into the Series 2005A Reserve Fund except upon obtaining the prior written
consent of the Bond Insurer.


                                                -61-
DOCSSF1:814341.3
              (d)     The Local Obligations may not be sold, surrendered, transferred,
exchanged, assigned, conveyed or disposed without the prior written consent of the Bond
Insurer.

                SECTION 13.06. Bond Insurer’s Rights. The rights granted to the Bond Insurer
under the Amended and Restated Trust Agreement or any other Related Document to request,
consent to or direct any action are rights granted to the Bond Insurer in consideration of its
issuance of the Bond Insurance Policy. Any exercise by the Bond Insurer of such rights is
merely an exercise of the Bond Insurer’s contractual rights and shall not be construed or deemed
to be taken for the benefit or on behalf of the Owners nor does such action evidence any position
of the Bond Insurer, positive or negative, as to whether Owner consent is required in addition to
consent of the Bond Insurer.

               SECTION 13.07. Discharge of Amended and Restated Trust Agreement.
Amounts paid by the Bond Insurer under the Insurance Policy shall not be deemed paid for
purposes of the Amended and Restated Trust Agreement and shall remain Outstanding and
continue to be due and owing until paid by the Issuer in accordance with the Amended and
Restated Trust Agreement. The Amended and Restated Trust Agreement shall not be discharged
unless all amounts due or to become due to the Bond Insurer have been paid in full or duly
provided for.

                 SECTION 13.08. Subrogation of Bond Insurer’s Rights. The Bond Insurer shall,
to the extent it makes any payment of principal of or interest on the Series 2005A Bonds, become
subrogated to the rights of the recipients of such payments in accordance with the terms of the
Bond Insurance Policy.

                 SECTION 13.09. Authority Reimbursement of Bond Insurer. The Issuer shall
pay or reimburse the Bond Insurer any and all charges, fees, costs and expenses which the Bond
Insurer may reasonably pay or incur in connection with (i) the administration, enforcement,
defense or preservation of any rights or security in any Related Document; (ii) the pursuit of any
remedies under the Amended and Restated Trust Agreement or any other Related Document or
otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to,
or related to, the Amended and Restated Trust Agreement or any other Related Document
whether or not executed or completed, (iv) the violation by the Issuer of any law, rule or
regulation, or any judgment, order or decree applicable to it or (v) any litigation or other dispute
in connection with the Amended and Restated Trust Agreement or any other Related Document
or the transactions contemplated thereby, other than amounts resulting from the failure of the
Bond Insurer to honor its obligations under the Bond Insurance Policy. The Bond Insurer
reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver
or consent proposed in respect of the Amended and Restated Trust Agreement or any other
Related Document.

                SECTION 13.10. Bond Insurer’s Entitlement to Pay Principal or Interest on the
Series 2005A Bonds. The Bond Insurer shall be entitled to pay principal or interest on the Series
2005A Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment
by the Issuer (as such terms are defined in the Bond Insurance Policy) and any amounts due on
the Series 2005A Bonds as a result of acceleration of the maturity thereof in accordance with the

                                                -62-
DOCSSF1:814341.3
Amended and Restated Trust Agreement, whether or not the Bond Insurer has received a Notice
of Nonpayment (as such terms are defined in the Bond Insurance Policy) or a claim upon the
Bond Insurance Policy.

                SECTION 13.11. Information to be Provided to the Bond Insurer. The Bond
Insurer shall be provided with the following information by the Issuer:

                (a)     The Issuer and the City’s annual audited financial statements within 180
days after the end of the Issuer’s fiscal year and the Issuer and the City’s annual budget within 30
days after the approval thereof;

             (b)         Notice of any default known to the Trustee within five Business Days after
knowledge thereof;

               (c)     Prior notice of the advance refunding or redemption of any of the Bonds,
including the principal amount, maturities and CUSIP numbers thereof;

               (d)    Notice of the resignation or removal of the Trustee and the appointment
of, and acceptance of duties by, any successor thereto;

               (e)    Notice of the commencement of any proceeding by or against the Issuer
commenced under the United States Bankruptcy Code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”);

                (f)     Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or
interest on, the Series 2005A Bonds;

             (g)    A full original transcript of all proceedings relating to the execution of any
amendment or supplement to the Related Documents; and

              (h)   All reports, notices and correspondence to be delivered under the terms of
the Related Documents.

                   SECTION 13.12. Defeasance of Series 2005A Bonds.

                (a)      Only (1) cash, (2) non-callable direct obligations of the United States of
America (“Treasuries”), (3) evidences of ownership of proportionate interests in future interest
and principal payments on Treasuries held by a bank or trust company as custodian, under which
the owner of the investment is the real party in interest and has the right to proceed directly and
individually against the obligor and the underlying Treasuries are not available to any person
claiming through the custodian or to whom the custodian may be obligated, (4) pre-refunded
municipal obligations rated “AAA” and “Aaa” by S&P and Moody’s, respectively or (5)
securities eligible for “AAA” defeasance under then existing criteria of S & P or any
combination thereof, shall be authorized to be used to effect defeasance of the Series 2005A
Bonds unless the Bond Insurer otherwise approves.



                                                -63-
DOCSSF1:814341.3
                (b)     To accomplish defeasance the Issuer shall cause to be delivered (i) a report
of an independent firm of nationally recognized certified public accountants or such other
accountant as shall be acceptable to the Bond Insurer (“Accountant”) verifying the sufficiency of
the escrow established to pay the Series 2005A Bonds in full on the maturity or redemption date
(“Verification”), (ii) an Escrow Deposit Agreement (which shall be acceptable in form and
substance to the Bond Insurer), (iii) an opinion of nationally recognized bond counsel to the
effect that the Series 2005A Bonds are no longer “Outstanding” under this Amended and
Restated Trust Agreement and (iv) a certificate of discharge of the Trustee with respect to the
Series 2005A Bonds; each Verification and defeasance opinion to be acceptable in form and
substance, and addressed, to the Issuer, the Trustee and the Bond Insurer. The Bond Insurer shall
be provided with final drafts of the above referenced documentation not less than five (5)
business days prior to the funding of the escrow.

              SECTION 13.13. Claims under the Bond Insurance Policy and Payment by and to
the Bond Insurer.

                (a)     If, on the third Business Day prior to the related scheduled interest
payment date or principal payment date or the date to which the Series 2005A Bond maturity has
been accelerated (“Payment Date”) there is not on deposit with the Trustee, after making all
transfers and deposits required hereunder, moneys sufficient to pay the principal of and interest
on the Series 2005A Bonds due on such Payment Date, the Trustee shall give notice to the Bond
Insurer and to its designated agent (if any) (the “Insurer’s Fiscal Agent”) by telephone or
telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business
Day. If, on the second Business Day prior to the related Payment Date, there continues to be a
deficiency in the amount available to pay the principal of and interest on the Series 2005A Bonds
due on such Payment Date, the Trustee shall make a claim under the Bond Insurance Policy and
give notice to the Bond Insurer and the Bond Insurer’s Fiscal Agent (if any) by telephone of the
amount of such deficiency, and the allocation of such deficiency between the amount required to
pay interest on the Series 2005A Bonds and the amount required to pay principal of the Series
2005A Bonds, confirmed in writing to the Bond Insurer and the Bond Insurer’s Fiscal Agent by
12:00 noon, New York City time, on such second Business Day by filling in the form of Notice
of Claim and Certificate delivered with the Bond Insurance Policy.

                (b)    The Trustee shall keep a complete and accurate record of all funds
deposited by the Bond Insurer into the Policy Payments Account and the allocation of such funds
to payment of interest on and principal paid in respect of any Series 2005A Bond. The Bond
Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to
the Trustee.

                (c)     Upon payment of a claim under the Bond Insurance Policy the Trustee
shall establish a separate special purpose trust account for the benefit of Owners referred to
herein as the “Policy Payments Account” and over which the Trustee shall have exclusive
control and sole right of withdrawal. The Trustee shall receive any amount paid under the Bond
Insurance Policy in trust on behalf of Owners and shall deposit any such amount in the Policy
Payments Account and distribute such amount only for purposes of making the payments for
which a claim was made. Such amounts shall be disbursed by the Trustee to Owners in the same
manner as principal and interest payments are to be made with respect to the Series 2005A

                                               -64-
DOCSSF1:814341.3
Bonds under the sections hereof regarding payment of the Series 2005A Bonds. It shall not be
necessary for such payments to be made by checks or wire transfers separate from the check or
wire transfer used to pay debt service with other funds available to make such payments.

              (d)    Funds held in the Policy Payments Account shall not be invested by the
Trustee and may not be applied to satisfy any costs, expenses or liabilities of the Trustee.

            (e)    Any funds remaining in the Policy Payments Account following a Series
2005A Bond payment date shall promptly be remitted to the Bond Insurer.]

                                          ARTICLE XIV

                      DEBT SERVICE RESERVE INSURANCE POLICY

               SECTION 14.01. [Debt Service Reserve Insurance Policy. The following
provisions shall govern notwithstanding anything to the contrary set forth herein with respect to
the Series 2005A Bonds:

                (a)    The Issuer shall repay any draws under the Reserve Policy and pay all
related reasonable expenses incurred by the Bond Insurer, acting as the Reserve Policy Insurer
(the “Reserve Policy Insurer”). Interest shall accrue and be payable on such draws and expenses
from the date of payment by the Reserve Policy Insurer at the Late Payment Rate. “Late
Payment Rate” means the lesser of (a) the greater of (i) the per annum rate of interest, publicly
announced from time to time by JP Morgan Chase Bank at its principal office in the City of New
York, as its prime or base lending rate (“Prime Rate”) (any change in such Prime Rate to be
effective on the date such change is announced by JP Morgan Chase Bank) plus 3%, and (ii) the
then applicable highest rate of interest on the Bonds and (b) the maximum rate permissible under
applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be
computed on the basis of the actual number of days elapsed over a year of 360 days. In the event
JP Morgan Chase Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the
publicly announced prime or base lending rate of such national bank as the Reserve Policy
Insurer shall specify.

       Repayment of draws and payment of expenses and accrued interest thereon at the Late
Payment Rate (collectively, “Policy Costs”) shall commence in the first month following each
draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the
aggregate of Policy Costs related to such draw.

         Amounts in respect of Policy Costs paid to the Reserve Policy Insurer shall be credited
first to interest due, then to the expenses due and then to principal due. As and to the extent that
payments are made to the Reserve Policy Insurer on account of principal due, the coverage under
the Reserve Policy will be increased by a like amount, subject to the terms of the Reserve Policy.

                (b)     If the Issuer shall fail to pay any Policy Costs in accordance with the
requirements of 14.01(a) hereof, the Reserve Policy Insurer shall be entitled to exercise any and
all legal and equitable remedies available to it, including those provided under this Amended and
Restated Trust Agreement other than (i) acceleration of the maturity of the Series 2005A Bonds
or (ii) remedies which would adversely affect owners of the Series 2005A Bonds.

                                                -65-
DOCSSF1:814341.3
               (c)     The Amended and Restated Trust Agreement shall not be discharged until
all Policy Costs owing to the Reserve Policy Insurer shall have been paid in full. The Issuer’s
obligation to pay such amounts shall expressly survive payment in full of the Series 2005A
Bonds.

                (d)    In order to secure the Issuer’s payment obligations with respect to the
Policy Costs there shall be granted and perfected in favor of the Reserve Policy Insurer a security
interest (subordinate only to that of the owners of the Series 2005A Bonds) in all revenues and
collateral pledged as security for the Series 2005A Bonds.

                (e)     The Trustee is hereby required to ascertain the necessity for a claim upon
the Reserve Policy and to provide notice to the Reserve Policy Insurer in accordance with the
terms of the Reserve Policy at least five Business Days prior to each date upon which interest or
principal is due with respect to the Series 2005A Bonds.

             (f)    The Reserve Policy may not be drawn upon to fund the Series 2005A
Bond redemption associated with assessment prepayments.]



                                         ARTICLE XV
                                       MISCELLANEOUS

               SECTION 15.01. Concerning the Bond Insurer. The provisions as set forth in
Article XIII shall govern with respect to the Series 2005A Bonds, notwithstanding anything to
the contrary set forth in this Amended and Restated Trust Agreement.

                 SECTION 15.02. Dissolution of Issuer. In the event of the dissolution of the
Issuer, all the agreements, conditions, covenants and terms contained in this Amended and
Restated Trust Agreement by or on behalf of, or for the benefit of, the Issuer shall bind or inure
to the benefit of the successors of the Issuer from time to time and any officer, board,
commission, agency or instrumentality to whom or to which any power or duty of the Issuer
shall be transferred.

               SECTION 15.03. Parties Interested Herein. Except as in this Amended and
Restated Trust Agreement otherwise specifically provided, nothing in this Amended and
Restated Trust Agreement expressed or implied is intended or shall be construed to confer upon
any Person other than the Issuer, the City, the Trustee, the Bond Insurer, and the Owners of the
Bonds any right, remedy or claim under or by reason of this Amended and Restated Trust
Agreement, this Amended and Restated Trust Agreement being intended to be for the sole and
exclusive benefit of the Issuer, the City, the Trustee, the Bond Insurer, and the Owners of the
Bonds.

                SECTION 15.04. Severability of Invalid Provisions. If any clause, provision or
section of this Amended and Restated Trust Agreement is held illegal or invalid by any court, the
invalidity of such clause, provision or section shall not affect any of the remaining clauses,
provisions or sections of this Amended and Restated Trust Agreement, and this Amended and


                                               -66-
DOCSSF1:814341.3
Restated Trust Agreement shall be construed and enforced as if such illegal or invalid clause,
provision or section had not been contained herein.

               SECTION 15.05. Notice. All written notices to be given hereunder to the Issuer
or the Trustee shall be given by mail to the party entitled thereto at its address set forth below, or
at such other address as such party may provide to the other parties in writing from time to time,
namely:

If to the Issuer:              Brentwood Infrastructure Financing Authority
                               708 Third Street
                               Brentwood, CA 94513
                               Attention: Treasurer/Controller
                               Telephone: (925) 516-5400
                               FAX: (925) 516-5401

If to the City:                City of Brentwood
                               708 Third Street
                               Brentwood, CA 94513
                               Attention: Director of Finance and Information Systems
                               Telephone: (925) 516-5400
                               FAX: (925) 516-5401

If to the Bond Insurer:        ____________________________
                               ____________________________
                               ____________________________
                               Attention: Managing Director-Surveillance
                               Re: Policy No. _______________
                               Telephone: __________________
                               FAX: _______________________

If to the Trustee:             U.S. Bank National Association
                               One California Street, Suite 2550
                               San Francisco, CA 94111
                               Attention: Corporate Trust
                               Telephone: (415) 273-4556
                               FAX: (415) 273-4590

                Each such notice, statement, demand, consent, approval, authorization, offer,
designation, request or other communication hereunder shall be deemed delivered to the party to
whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by
electronic communication, whether by telex, telegram or telecopier, upon the sender’s receipt of
an appropriate answer back or other written acknowledgment or confirmation of receipt of the
entire notice, approval, demand, report or other communication, (c) if given by first class mail
deposited with the United States mail postage prepaid, seventy-two (72) hours after such notice
is deposited with the United States mail, (d) if given by overnight courier, with courier charges
prepaid, twenty-four (24) hours after delivery to said overnight courier, or (d) if given by any
other means, upon delivery at the address specified in this Section.


                                                 -67-
DOCSSF1:814341.3
               In case, by reason of the suspension of or irregularities in regular mail service, it
shall be impractical to mail to the Owners of Bonds notice of any event when such notice is
required to be given pursuant to any provision of this Amended and Restated Trust Agreement,
then any manner of giving such notice as the Issuer shall direct and not objected to by the
Trustee shall be deemed to be a sufficient giving of such notice.

                SECTION 15.06. Counterparts. This Amended and Restated Trust Agreement
may be executed in any number of counterparts, each of which, when so executed and delivered,
shall be an original; but all of which such counterparts shall together constitute but one and the
same instrument.

               SECTION 15.07. Governing Law. This Amended and Restated Trust Agreement
shall be governed as to validity, construction and performance by the laws of the State.

                SECTION 15.08. Holidays. If the date for making any payment or the last date
for performance of any act or the exercising of any right, as provided in this Amended and
Restated Trust Agreement, shall not be a Business Day, such payment may be made or act
performed or right exercised on the next succeeding Business Day, with the same force and
effect as if done on the nominal date provided in this Amended and Restated Trust Agreement,
and no interest shall accrue for the period from and after such nominal date.

              SECTION 15.09. Limitation of Liability. The Issuer shall not be obligated to
make any payments required hereunder or under any Bond, or be deemed to incur any liability
hereunder or by reason hereof or arising out of any of the transactions contemplated hereby,
payable from any funds or assets other than the Trust Estate as provided herein.

                SECTION 15.10. Unclaimed Money. Anything contained herein to the contrary
notwithstanding, any money held by the Trustee in trust for the payment and discharge of the
interest on, or principal or redemption premiums, if any, of any Bond which remains unclaimed
for two (2) years after the date when such amounts have become payable, if such money was
held by the Trustee on such date, or for two (2) years after the date of deposit of such money if
deposited with the Trustee after the date such amounts have become payable, shall be paid by the
Trustee to the Issuer as its absolute property free from trust, and the Trustee shall thereupon be
released and discharged with respect thereto and the Owners shall look only to the Issuer for the
payment of such amounts; provided, that before being required to make any such payment to the
Issuer, the Trustee shall, at the expense of the Issuer, give notice by first class mail to all Owners
and to those Securities Depositaries and Information Services selected by it pursuant to Section
4.06 that such money remains unclaimed and that after a date named in such notice, which date
shall not be less than sixty (60) days after the date of giving such notice, the balance of such
money then unclaimed will be returned to the Issuer.




                                                -68-
DOCSSF1:814341.3
               IN WITNESS WHEREOF, the Issuer has caused this Amended and Restated
Trust Agreement to be executed by its Treasurer/Controller, the City has caused this Amended
and Restated Trust Agreement to be executed by its City Manager, and Trustee has caused this
Amended and Restated Trust Agreement to be executed by its authorized officer, all as of the
day and year first above written.

                                                    BRENTWOOD INFRASTRUCTURE
                                                    FINANCING AUTHORITY



                                                    By _________________________________
                                                               Treasurer/Controller



                                                    CITY OF BRENTWOOD



                                                    By _________________________________
                                                                  City Manager



                                                    U.S. BANK NATIONAL ASSOCIATION,
                                                    as Trustee



                                                    By _________________________________
                                                                Authorized Officer




                                             -69-
DOCSSF1:814341.3
                                          EXHIBIT A

                                       FORM OF BOND

                   BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
                      INFRASTRUCTURE REVENUE REFUNDING BOND
                        SERIES 2005A[SUBORDINATED SERIES 2005B]

No. R-__                                                                     $______________

      INTEREST                MATURITY                   DATED                    CUSIP
        RATE                    DATE                     DATE                    NUMBER

         ____%             September 2, ____         ________, 2005               _______



Registered Owner:       CEDE & CO.

Principal Sum:                                                                       DOLLARS

                BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY, a joint
exercise of powers agency established pursuant to the laws of the State of California (the
“Issuer”), for value received hereby promises to pay to the registered owner specified above, or
registered assigns, on the maturity date set forth above (subject to any right of prior redemption
hereinafter mentioned) the principal sum set forth above in lawful money of the United States of
America; and to pay interest thereon at the interest rate per annum set forth above in like lawful
money from the date hereof. The interest on this Bond will be payable on March 2 and
September 2 in each year (each an “Interest Payment Date”), commencing on September 2,
2005. The principal hereof and redemption premium hereon, if any, are payable upon
presentation and surrender hereof at the Corporate Trust Office of U.S. Bank National
Association, in St. Paul, Minnesota, or such other place as designated by the Trustee (together
with any successor as trustee under the Amended and Restated Trust Agreement hereinafter
mentioned, the “Trustee”). Interest hereon is payable by check, mailed by first class mail, on
each interest payment date to the owner whose name appears on the bond register maintained by
the Trustee as of the close of business on the fifteenth day of the month preceding such interest
payment date (the “Record Date”), except with respect to defaulted interest for which a special
record date will be established; provided, that in the case of an owner of one million dollars
($1,000,000) or more in aggregate principal amount of Bonds, upon written request of such
owner to the Trustee received not later than the Record Date, such interest shall be paid on the
interest payment date in immediately available funds by wire transfer to an account in the United
States. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months.

               The Issuer and the Trustee may deem and treat the owner of this Bond as the
absolute owner hereof for the purpose of receiving payment as herein provided and for all other
purposes, and the Issuer and the Trustee shall not be affected by notice to the contrary.



DOCSSF1:814341.3                               A-1
                This Bond is one of a duly authorized issue of bonds of the Issuer designated as
[“Brentwood Infrastructure Financing Authority Infrastructure Revenue Refunding Bonds, Series
2005A” issued in the aggregate principal amount of __________________________________
dollars ($__________)][“Brentwood Infrastructure Financing Authority Infrastructure Revenue
Refunding Bonds, Subordinated Series 2005B” issued in the aggregate principal amount of
____________________ dollars ($_______)] pursuant to the provisions relating to the joint
exercise of powers found in Chapter 5 of Division 7 of Title 1 of the California Government
Code, including the Marks-Roos Local Bond Pooling Act of 1985 (California Government Code,
Sections 6584-6594) as amended and supplemented (the “Act”), and pursuant to an amended and
restated trust agreement dated as of June 1, 2005 (the “Amended and Restated Trust
Agreement”), by and among the Issuer, the City of Brentwood (the “City”) and the Trustee. The
Bonds are issued for the purpose of current refunding and defeasing the Issuer’s outstanding
CIFP 2002-1 Infrastructure Revenue Bonds, Series 2002, and reference is hereby made to the
Amended and Restated Trust Agreement (a copy of which is on file at the San Francisco office
of the Trustee) and all trust agreements supplemental thereto and to the Act for a description of
the purposes thereof, of the rights thereunder of the owners of the Bonds, of the nature and extent
of the security for the Bonds and of the rights, duties and immunities of the Trustee, the
obligations of the City, and the rights and obligations of the Issuer thereunder, to all the
provisions of which Amended and Restated Trust Agreement, the owner of this Bond, by
acceptance hereof, assents and agrees.

                The Bonds and the interest thereon and any redemption premiums thereon are
special, limited obligations of the Issuer payable solely from the Trust Estate (as that term is
defined in the Amended and Restated Trust Agreement) and are secured by the Trust Estate,
including amounts held in the funds and accounts (other than the Rebate Fund) established
pursuant to the Amended and Restated Trust Agreement (including proceeds of the sale of the
Bonds), subject only to the provisions of the Amended and Restated Trust Agreement permitting
the application thereof for the purposes and on the terms and conditions set forth in the Amended
and Restated Trust Agreement. No member or officer of the Issuer, nor any person executing
this Bond, shall in any event be subject to any personal liability or accountability by reason of
the issuance of this Bond.

            THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER,
PAYABLE FROM, AND SECURED AS TO THE PAYMENT OF THE PRINCIPAL OF AND
ANY REDEMPTION PREMIUMS ON OR INTEREST ON THE BONDS IN ACCORDANCE
WITH THEIR TERMS AND THE TERMS OF THE AMENDED AND RESTATED TRUST
AGREEMENT, SOLELY FROM THE TRUST ESTATE. THE BONDS DO NOT
CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF THE ISSUER OR ITS
MEMBERS, AND UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE OBLIGATED
TO PAY PRINCIPAL OF OR ANY REDEMPTION PREMIUMS ON OR INTEREST ON THE
BONDS EXCEPT FROM THE TRUST ESTATE. NEITHER THE STATE OF CALIFORNIA
NOR ANY PUBLIC AGENCY (OTHER THAN THE ISSUER) NOR ANY MEMBER OF THE
ISSUER IS OBLIGATED TO PAY THE PRINCIPAL OF OR ANY REDEMPTION
PREMIUMS ON OR INTEREST ON THE BONDS, AND NEITHER THE FAITH AND
CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA OR ANY PUBLIC
AGENCY THEREOF OR ANY MEMBER OF THE ISSUER (INCLUDING THE CITY) IS
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR ANY REDEMPTION

                                               A-2
DOCSSF1:814341.3
PREMIUMS ON OR INTEREST ON THE BONDS, AND NEITHER THE PRINCIPAL OF
NOR ANY REDEMPTION PREMIUMS ON NOR INTEREST ON THE BONDS
CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE STATE OF CALIFORNIA
OR ANY PUBLIC AGENCY (OTHER THAN THE ISSUER) OR ANY MEMBER OF THE
ISSUER.

                The Bonds are subject to extraordinary, optional and mandatory redemption upon
the terms, at the times, upon notice and with the effect provided in the Amended and Restated
Trust Agreement, which provisions are hereby incorporated by reference in this Bond as if fully
set forth herein.

               The Bonds are issuable as fully registered bonds in denominations of
[$5,000][$1,000] or any integral multiple thereof. This Bond may be transferred or exchanged
by the owner hereof, in person or by an attorney duly authorized in writing, but only in the
manner, subject to the limitations and upon payment of the charges, if any, provided in the
Amended and Restated Trust Agreement, and upon surrender and cancellation of this Bond.
Upon such transfer or exchange, a new Bond or new Bonds, of authorized denominations, for the
same aggregate principal amount, interest rate, and maturity will be issued to the transferee in
accordance with the provisions of the Amended and Restated Trust Agreement. The Trustee is
not required to register the transfer of, or to exchange, any Bond during the period established by
the Trustee for selection of Bonds for redemption or any Bond which has been selected for
redemption.

                The Amended and Restated Trust Agreement and the rights and obligations of the
Issuer and of the owners of the Bonds may be modified or amended from time to time and at any
time (and in certain cases without the consent of the owners) in the manner, to the extent, and
upon the terms provided in the Amended and Restated Trust Agreement.

                The Amended and Restated Trust Agreement contains provision permitting the
Issuer to make provisions for the payment of the interest on, and the principal and premium, if
any, of, any of the Bonds so that such Bonds shall no longer be deemed to be outstanding under
the terms of the Amended and Restated Trust Agreement.

               It is hereby certified and recited that any and all conditions, things and acts
required to exist, to have happened and to have been performed precedent to and in the issuance
of this Bond do exist, have happened and have been performed in due time, form and manner as
required by the Constitution and laws of the State of California, including the Act, and that the
amount of this Bond, together with all other indebtedness of the Issuer, does not exceed any limit
prescribed by the Constitution and laws of the State of California, including the Act, and is not in
excess of the amount of Bonds permitted to be issued under the Amended and Restated Trust
Agreement.

               This Bond shall not be entitled to any benefit under the Amended and Restated
Trust Agreement, or become valid or obligatory for any purpose, until the certificate of
authentication hereon endorsed shall have been manually signed by an authorized signatory of
the Trustee.



                                                A-3
DOCSSF1:814341.3
                IN WITNESS WHEREOF, the Brentwood Infrastructure Financing Authority has
caused this Bond to be executed in its name and on its behalf by the manual or facsimile
signature of its Treasurer/Controller and attested by the manual or facsimile signature of its
Secretary, all as of the dated date set forth above.

                                                   BRENTWOOD INFRASTRUCTURE
                                                   FINANCING AUTHORITY



                                                   By
                                                              Treasurer/Controller



Attest:




                   Secretary



                     [FORM OF CERTIFICATE OF AUTHENTICATION]

               This is one of the Bonds described in the within-mentioned Amended and
Restated Trust Agreement, which has been authenticated on the date below.

Dated: ________________, 2005

                                                   U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee


                                                   By
                                                              Authorized Signatory




                                             A-4
DOCSSF1:814341.3
                                  [STATEMENT OF INSURANCE]


                                        [2005A BONDS ONLY]


                                              [TO COME]




                                     [FORM OF ASSIGNMENT]

              For value received, the undersigned sells, assigns and transfers unto
____________________________ this registered Bond and irrevocably constitutes and appoints
______________________ attorney to transfer the same on the books of the Trustee, with full
power of substitution in the premises.

Dated:




SIGNATURE GUARANTEED BY:




NOTE:              The signature(s) to this Assignment must correspond with the name(s) as written
                   on the face of this Bond in every particular, without alteration or enlargement or
                   any change whatsoever. The signature(s) must be guaranteed by an eligible
                   guarantor institution (being banks, stockbrokers, savings and loan associations
                   and credit unions with membership in an approved signature guarantee medallion
                   program) pursuant to Securities and Exchange Commission Rule 17A(d)15.

                   Social Security Number, Taxpayer Identification Number or other Identifying
                   Number of Assignee:




                                                  A-5
DOCSSF1:814341.3
                                                            [OH&S DRAFT OF 05/04/05]




                       AMENDED AND RESTATED TRUST AGREEMENT

                                      by and among

                   BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY,

                                CITY OF BRENTWOOD

                                           and

                           U.S. BANK NATIONAL ASSOCIATION
                                       as Trustee

                                ______________________

                                       Relating to

                   BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
                      INFRASTRUCTURE REVENUE REFUNDING BONDS
                                    SERIES 2005A
                                        and
                              SUBORDINATED SERIES 2005B

                                ______________________

                                 Dated as of June 1, 2005




DOCSSF1:814341.3
ARTICLE I          DEFINITIONS................................................................................................. 3
        SECTION 1.01.             Definitions...................................................................................... 3
        SECTION 1.02.             Rules of Construction .................................................................. 16
ARTICLE II         TERMS OF THE BONDS............................................................................. 17
        SECTION 2.01.             The Bonds .................................................................................... 17
        SECTION 2.02.             Form of Bonds ............................................................................. 19
        SECTION 2.03.             Temporary Bonds......................................................................... 19
        SECTION 2.04.             Bonds Mutilated, Destroyed, Stolen or Lost................................ 19
        SECTION 2.05.             Execution of Bonds...................................................................... 20
        SECTION 2.06.             Special Covenants as to Book-Entry Only System for
                                  Bonds ........................................................................................... 20
        SECTION 2.07.             Transfer, Registration and Exchange of Bonds ........................... 22
        SECTION 2.08.             Regulations with Respect to Exchanges or Transfers of
                                  Bonds ........................................................................................... 22
        SECTION 2.09.             Authentication of Bonds .............................................................. 23
        SECTION 2.10.             Cancellation of Bonds.................................................................. 23
        SECTION 2.11.             Bonds as Special Obligations....................................................... 23
ARTICLE III        ISSUANCE OF BONDS ............................................................................... 24
        SECTION 3.01.             Provisions for the Issuance of Bonds........................................... 24
        SECTION 3.02.             No Additional Bonds ................................................................... 25
ARTICLE IV         REDEMPTION AND PURCHASE OF BONDS.......................................... 25
        SECTION 4.01.             Privilege of Redemption and Redemption Price.......................... 25
        SECTION 4.02.             Extraordinary Redemption........................................................... 25
        SECTION 4.03.             Optional Redemption of Bonds ................................................... 25
        SECTION 4.04.             Mandatory Redemption of Bonds................................................ 26
        SECTION 4.05.             Redemption Instructions .............................................................. 28
        SECTION 4.06.             Notice of Redemption .................................................................. 29
        SECTION 4.07.             Selection of Bonds for Redemption............................................. 29
        SECTION 4.08.             Payment of Redeemed Bonds ...................................................... 30
        SECTION 4.09.             Purchase in Lieu of Redemption.................................................. 30
ARTICLE V          REVENUES AND FUNDS FOR BONDS ................................................... 31
        SECTION 5.01.             Establishment of Funds................................................................ 31
        SECTION 5.02.             Deposit of Proceeds of Bonds and Other Funds .......................... 31


                                                           A-2
DOCSSF1:814341.3
        SECTION 5.03.           Capital Improvement Fund .......................................................... 31
        SECTION 5.04.           Obligation Fund ........................................................................... 32
        SECTION 5.05.           Covenant Respecting Redemption Funds for the Local
                                Obligations................................................................................... 32
        SECTION 5.06.           Deficit Share Payments................................................................ 33
        SECTION 5.07.           Revenues Derived From Property Owner Prepayments .............. 33
        SECTION 5.08.           Revenue Fund .............................................................................. 33
        SECTION 5.09.           Series 2005A Interest Fund.......................................................... 34
        SECTION 5.10.           Series 2005A Principal Fund ....................................................... 34
        SECTION 5.11.           Series 2005A Reserve Fund......................................................... 34
        SECTION 5.12.           Series 2005B Interest Fund.......................................................... 34
        SECTION 5.13.           Series 2005B Principal Fund ....................................................... 35
        SECTION 5.14.           Series 2005B Reserve Fund ......................................................... 35
        SECTION 5.15.           Expense Fund............................................................................... 36
        SECTION 5.16.           Transfer to Capital Improvement Fund........................................ 36
        SECTION 5.17.           Redemption Fund......................................................................... 36
        SECTION 5.18.           Rebate Fund ................................................................................. 36
ARTICLE VI         SECURITY FOR AND INVESTMENT OF MONEYS ............................... 37
        SECTION 6.01.           Security ........................................................................................ 37
        SECTION 6.02.           Investment of Funds..................................................................... 37
ARTICLE VII        COVENANTS OF THE ISSUER AND THE CITY..................................... 39
        SECTION 7.01.           Payment of Bonds; No Encumbrances ........................................ 39
        SECTION 7.02.           Enforcement and Amendment of Obligations ............................. 39
        SECTION 7.03.           Further Documents....................................................................... 40
        SECTION 7.04.           Tax Covenants ............................................................................. 40
        SECTION 7.05.           Maintenance of Existence ............................................................ 41
        SECTION 7.06.           Continuing Disclosure ................................................................. 41
        SECTION 7.07.           Reserved....................................................................................... 42
        SECTION 7.08.           No additional assessment indebtedness ....................................... 42
ARTICLE VIII       DEFAULTS AND REMEDIES .................................................................... 42
        SECTION 8.01.           Events of Default ......................................................................... 42
        SECTION 8.02.           Proceedings by Trustee; No Acceleration.................................... 42
        SECTION 8.03.           Effect of Discontinuance or Abandonment.................................. 43

                                                         A-3
DOCSSF1:814341.3
        SECTION 8.04.             Rights of Owners ......................................................................... 43
        SECTION 8.05.             Restriction on Owner’s Action .................................................... 43
        SECTION 8.06.             Power of Trustee to Enforce ........................................................ 44
        SECTION 8.07.             Remedies Not Exclusive .............................................................. 44
        SECTION 8.08.             Waiver of Events of Default; Effect of Waiver ........................... 44
        SECTION 8.09.             Application of Moneys ................................................................ 45
ARTICLE IX         THE TRUSTEE ............................................................................................. 47
        SECTION 9.01.             Appointment and Acceptance of Duties ...................................... 47
        SECTION 9.02.             Duties, Immunities and Liability of Trustee ................................ 47
        SECTION 9.03.             Merger or Consolidation .............................................................. 49
        SECTION 9.04.             Compensation and Indemnification ............................................. 49
        SECTION 9.05.             Liability of Trustee ...................................................................... 50
        SECTION 9.06.             Right to Rely on Documents........................................................ 51
        SECTION 9.07.             Preservation and Inspection of Documents.................................. 51
        SECTION 9.08.             Indemnity for Trustee .................................................................. 51
ARTICLE X          EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF
                   OWNERSHIP OF BONDS ........................................................................... 51
        SECTION 10.01.            Execution of Instruments; Proof of Ownership ........................... 52
ARTICLE XI         MODIFICATION OF AMENDED AND RESTATED TRUST
                   AGREEMENT AND SUPPLEMENTAL TRUST AGREEMENTS............ 52
        SECTION 11.01.            Supplemental Trust Agreements Without Consent of
                                  Owners ......................................................................................... 52
        SECTION 11.02.            Trustee Authorized to Enter into Supplemental Trust
                                  Agreement.................................................................................... 53
        SECTION 11.03.            Supplemental Trust Agreements With Consent of Owners......... 53
ARTICLE XII        DEFEASANCE.............................................................................................. 54
        SECTION 12.01.            Defeasance ................................................................................... 54
        SECTION 12.02.            Bonds Deemed to Have Been Paid .............................................. 54
        SECTION 12.03.            Moneys Held for Particular Bonds .............................................. 55
ARTICLE XIII       BOND INSURANCE .................................................................................... 56
        SECTION 13.01.            [Provisions of this Article to Govern ........................................... 56
        SECTION 13.02.            Bond Insurer Deemed Holder of Bonds....................................... 56
        SECTION 13.03.            Covenant Defaults........................................................................ 56
        SECTION 13.04.            Bond Insurer as Third Party Beneficiary ..................................... 56

                                                          A-4
DOCSSF1:814341.3
         SECTION 13.05.               Actions Requiring Consent of the Bond Insurer.......................... 56
         SECTION 13.06.               Bond Insurer’s Rights .................................................................. 57
         SECTION 13.07.               Discharge of Amended and Restated Trust Agreement............... 57
         SECTION 13.08.               Subrogation of Bond Insurer’s Rights ......................................... 57
         SECTION 13.09.               Authority Reimbursement of Bond Insurer ................................. 57
         SECTION 13.10.               Bond Insurer’s Entitlement to Pay Principal or Interest on
                                      the Series 2005A Bonds............................................................... 57
         SECTION 13.11.               Information to be Provided to the Bond Insurer .......................... 58
         SECTION 13.12.               Defeasance of Series 2005A Bonds............................................. 58
         SECTION 13.13.               Claims under the Bond Insurance Policy and Payment by
                                      and to the Bond Insurer................................................................ 59
ARTICLE XIV             DEBT SERVICE RESERVE INSURANCE POLICY ................................. 60
         SECTION 14.01.               [Debt Service Reserve Insurance Policy...................................... 60
ARTICLE XV              MISCELLANEOUS ...................................................................................... 61
         SECTION 15.01.               Concerning the Bond Insurer ....................................................... 61
         SECTION 15.02.               Dissolution of Issuer .................................................................... 61
         SECTION 15.03.               Parties Interested Herein .............................................................. 61
         SECTION 15.04.               Severability of Invalid Provisions................................................ 61
         SECTION 15.05.               Notice........................................................................................... 62
         SECTION 15.06.               Counterparts................................................................................. 63
         SECTION 15.07.               Governing Law ............................................................................ 63
         SECTION 15.08.               Holidays ....................................................................................... 63
         SECTION 15.09.               Limitation of Liability.................................................................. 63
         SECTION 15.10.               Unclaimed Money........................................................................ 63
EXHIBIT A FORM OF BOND..................................................................................................... 1
End of TOC - Do not delete this paragraph!




                                                               A-5
DOCSSF1:814341.3
                $__________                                         $__________
     BRENTWOOD INFRASTRUCTURE                            BRENTWOOD INFRASTRUCTURE
          FINANCING AUTHORITY                                 FINANCING AUTHORITY
 Infrastructure Revenue Refunding Bonds              Infrastructure Revenue Refunding Bonds
                Series 2005A                                 Subordinated Series 2005B




                              BOND PURCHASE AGREEMENT

                                ____________________, 2005



Brentwood Infrastructure Financing Authority
708 Third Street
Brentwood, California 94513


Ladies and Gentlemen:

The undersigned, RBC Dain Rauscher Inc. (the "Underwriter") offers to enter into this purchase
agreement (the "Purchase Agreement") with the Brentwood Infrastructure Financing Authority
(the "Authority"), which will be binding upon the Authority and the Underwriter upon acceptance
hereof by the Authority. This offer is made subject to the Authority's acceptance by execution of
this Purchase Agreement and its delivery to the Underwriter on or before 11:59 p.m., California
time, on the date hereof. All terms used herein and not otherwise defined shall have the
respective meanings given to such terms in the Trust Agreement (as hereinafter defined).

        1.     Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements hereinafter set forth, the Underwriter hereby
agrees to purchase from the Authority for offering to the public and the Authority hereby agrees
to sell to the Underwriter for such purpose, all (but not less than all) of the Authority's (i)
$__________ Infrastructure Revenue Refunding Bonds, Series 2005A (the "2005A Bonds") at a
purchase price for the 2005A Bonds of $__________, being the aggregate principal amount of
the 2005A Bonds less an underwriter's discount of $__________ and less an original issue
discount of $__________, and (ii) $__________ Infrastructure Revenue Refunding Bonds,
Subordinated Series 2005B (the "2005B Bonds" and together with the 2005A Bonds, the
"Bonds") at a purchase price for the Bonds of $__________, being the aggregate principal
amount of the 2005B Bonds less an underwriter's discount of $__________ and less an original
issue discount of $__________

       2.      Description of the Bonds. The Series 2005 Bonds are issued pursuant to the
terms of an Amended and Restated Trust Agreement dated as of June 1, 2005 (the "Trust
Agreement") among the Issuer, the City of Brentwood (the “City”) and U.S. Bank National
Association (the "Trustee"). The Bonds are also issued pursuant to the provisions of the Marks-
Roos Local Bond Pooling Act of 1985, constituting Article 4 of Chapter 5 (commencing with
Section 6584), Division 7, Title 1 of the Government Code of the State of California (the "Law")
and by a resolution of the Authority (the “Resolution”) adopted ___________, 2005. The Bonds

                                               A-6
DOCSSF1:814341.3
will be issued as fully registered bonds in book-entry form. The Bonds shall be as described in
the Trust Agreement and the Official Statement (defined herein).

        A portion of the net proceeds of the Bonds will be used by the Authority to refund its
CIFP 2002-1 Infrastructure Revenue Bonds, Series 2002 (the "Prior Bonds") issued in the
original principal amount of $16,585,000. The Prior Bonds were issued to provide the Authority
with money to purchase certain local obligations (the "Local Obligations") issued by the City
pursuant to the provisions of the Improvement Bond Act of 1915, consisting of Division 10 of the
Streets and Highways Code of the State of California to finance the construction and acquisition
of certain public improvements within the District. Proceeds of the Bonds will also be used to
finance capital improvements to City facilities.

        The Local Obligations were issued by the City pursuant to the provisions of the
Improvement Bond Act of 1915, consisting of Division 10 of the Streets and Highways Code of
the State of California (the "Bond Law") to finance the construction and acquisition of certain
public improvements within the City's Assessment District No. 2002-1 (the "District"). All of the
proceedings of the City to form the District and to levy the assessments for the construction and
acquisition of the improvements described herein and being refinanced with proceeds of the
Bonds have been undertaken pursuant to the Municipal Improvement Act of 1913 (Division 12
of the California Streets and Highways Code) (the "Act").

        The Bonds are special obligations of the Authority payable from and secured by certain
revenues described herein consisting primarily of payments made under the Local Obligations.
The 2005A Bonds are secured by a priority lien on and security interest in all of the Revenues
and any other amounts (including proceeds of the sale of the 2005A Bonds) held in certain
funds established under to the Trust Agreement. The 2005B Bonds are likewise secured by a
lien on and security interest in the Revenues, but only to the extent Revenues are available after
the obligations to be satisfied with respect to the 2005A Bonds under the Trust Agreement have
been satisfied. The Local Obligations are limited obligations of the City and are secured by an
irrevocable pledge of certain revenues of the City, consisting primarily of annual assessment
installments of principal and interest sufficient to meet annual debt service on the Local
Obligations, which installments are included on the regular county tax bills sent to owners of
property within the District against which there are unpaid assessments. These annual
assessment installments are to be held by the City and transferred to the Trustee and used to
pay debt service on the Bonds. Scheduled payments under the Local Obligations are sufficient
to provide the Authority with money to pay the principal of, premium, if any, and interest on the
Bonds when due.

        3.     The Official Statement. By its acceptance of this proposal, the Authority ratifies,
confirms and approves of the use and distribution by the Underwriter prior to the date hereof of
the preliminary official statement relating to the Bonds dated __________, 2005, (including the
cover page, all appendices and all information incorporated therein, the "Preliminary Official
Statement") that the Authority deemed final as of its date for purposes of Rule 15c2-12
promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12") except for certain
omissions with respect to the pricing of the Bonds permitted to be omitted therefrom by Rule
15c2-12. The Authority hereby agrees to deliver or cause to be delivered to the Underwriter,
within seven business days of the date hereof, copies of the final official statement, dated the
date hereof, relating to the Bonds (including all information previously permitted to have been
omitted by Rule 15c2-12, the cover page, all appendices, all information incorporated therein
and any amendments or supplements as have been approved by the Authority and the
Underwriter) (the "Official Statement") signed on behalf of the Authority by its Treasurer-

                                               A-7
DOCSSF1:814341.3
Controller, in such quantity as the Underwriter shall reasonably request. The Underwriter
agrees that it will not confirm the sale of any Bond unless the confirmation of sale is
accompanied or preceded by the delivery of a copy of the Official Statement.

The Authority has approved the use and distribution by the Underwriter of the Official
Statement, and the Authority and the City hereby authorize the use by the Underwriter of the
Trust Agreement in connection with the offer and sale of the Bonds. The Authority will
cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with a
nationally recognized municipal securities information repository.

        4.      Public Offering. The Underwriter agrees to make a bona fide public offering of all
the Bonds initially at the public offering prices (or yields) set forth on Exhibit A attached hereto
and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter
reserves the right to change the public offering prices (or yields) as it deems necessary in
connection with the marketing of the Bonds. The Bonds may be offered and sold to certain
dealers at prices lower than such initial public offering prices. The Underwriter shall indemnify
and hold harmless the Authority and its members, officers, directors, employees, agents and
attorneys against any and all losses, claims, damages, liabilities, costs and expenses (including
without limitation fees and disbursements of counsel and other expenses) incurred by them or
any of them, which arise out of any breach by the Underwriter of the representation and
warranty contained in this paragraph.

        5.      (a)      The Closing. At 8:00 o'clock a.m., California time, on __________, 2005,
or at such other time or on such other date as the Authority and the Underwriter may agree, the
Authority shall deliver to the Underwriter, at the office of the Depository Trust Company (“DTC”)
in New York, New York (or to the Trustee in the event of a Fast Automated Securities Transfer
(F.A.S.T.) or at such other location as may be designated by the Underwriter and approved by
the Authority), the Bonds in the form of a separate single fully registered Bond (which may be
typewritten) for each of the maturities of the Bonds (all Bonds to bear CUSIP numbers) duly
executed and authenticated. Concurrently with the delivery of the Bonds to the Underwriter, the
Authority will deliver the documents hereinafter mentioned at the offices of Orrick, Herrington &
Sutcliffe, LLP, San Francisco, California ("Bond Counsel"), or another place to be mutually
agreed upon by the Authority and the Underwriter. The Underwriter will accept such delivery
and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in
immediately available funds. This payment for and delivery of the Bonds, together with the
delivery of the aforementioned documents, is herein called the "Closing."

       The Bonds shall be in book-entry form without coupons, registered in the name of Cede
& Co., as nominee of DTC. The 2005A Bonds shall be in denominations of Five Thousand
Dollars ($5,000) or any multiples thereof, and the 2005B Bonds shall be in denominations of
One Thousand Dollars ($1,000) or any multiples thereof, except as otherwise provided in the
Trust Agreement. It shall be the responsibility of the Underwriter to furnish all necessary
information to DTC and take all actions as may be required to effectuate the delivery of the
Bonds in the book-entry system of DTC, except that Bond Counsel will be responsible for
physical delivery of the Bonds to DTC in New York prior to Closing.

       6.     Representation, Warranties and Covenants of the Authority. The Authority
represents, warrants and covenants to the Underwriter that:




                                                A-8
DOCSSF1:814341.3
        (a)     Due Organization, Existence and Authority. The Authority is a joint exercise of
powers authority, organized and existing under the Constitution and laws of the State of
California (the "State"), including Section 6500 et seq. of the California Government Code, as
amended, and the Joint Exercise of Powers Agreement dated as of March 14, 1995, as
amended and restated (the "JPA Agreement") by and between the City and the Redevelopment
Agency of the City of Brentwood and with full right, power, and authority to adopt the Resolution,
to issue the Bonds, and to execute, deliver and perform its obligations under the Trust
Agreement and this Purchase Agreement.

        (b)    Due Authorization and Approval. By official action of the Authority prior to the
date of Closing, the Authority will have duly adopted the Resolution in accordance with the
Constitution and the Law. The Authority has, and at the date of the Closing will have, full legal
right, power and authority to enter into this Purchase Agreement and the Trust Agreement and
to issue and deliver the Bonds to the Underwriter as provided herein, and will have duly
authorized and approved the execution and delivery of, and the performance by the Authority of
the obligations on its part contained in the Trust Agreement and this Purchase Agreement. As
of the date hereof and on the date of Closing, the Resolution is and will be in full force and effect
and has and will not be amended or supplemented.

        (c)     Accuracy of Official Statement. Both at the time of acceptance hereof by the
Authority, and at the Closing, to the best knowledge of the Authority, the Official Statement is
and will be true and correct in all material respects and the Official Statement does not and will
not omit any statement or information which is necessary to make such statements and
information therein, in the light of the circumstances under which they were made, not
misleading in any material respect.

         (d)      No Litigation. As of the time of acceptance hereof and the date of the Closing,
and except as disclosed in the Official Statement, no litigation is or will be pending or threatened
in any court (i) in any way challenging the right of any member of the Authority to his or her
office, or (ii) seeking to restrain or enjoin the issuance or delivery of any of the Bonds, or the
collection of the Revenues pledged to pay the principal of and interest on the Bonds, or in any
way contesting or affecting the validity of the Bonds, this Purchase Agreement, the Resolution,
the Trust Agreement or contesting the powers of the Authority or its authority for the issuance of
the Bonds, or the adoption of the Resolution, or (iii) contesting in any way the completeness,
accuracy or fairness of the Official Statement.

       (e)     Continuing Disclosure. The Authority will undertake, pursuant to a Continuing
Disclosure Agreement, to provide certain annual financial information and notices of the
occurrence of certain events, if material. A description of this undertaking is set forth in the
Preliminary Official Statement and will also be set forth in the final Official Statement.

         7.    Closing Conditions. The Underwriter has entered into this Purchase Agreement
in reliance upon the representations, warranties and covenants herein, both as of the date
hereof and as of the date of the Closing. The purchase and sale of the Bonds pursuant to this
Purchase Agreement are subject to the terms and conditions herein set forth. The purchase
and sale of the Bonds pursuant to this Purchase Agreement are also subject to the following
conditions:

       (a)    Bring-Down Representation. The representations and warranties of the Authority
contained herein shall be true, complete and correct in all material respects at the date hereof
and on the date of the Closing, as if made on the date of the Closing.

                                                A-9
DOCSSF1:814341.3
         (b)    Executed Resolutions and Performance Thereunder. At the time of the Closing
(i) the Trust Agreement shall be in full force and effect, and shall not have been amended,
modified or supplemented except with the consent of the Underwriter (which consent will not be
unreasonably withheld).

        (c)      No Default. At the time of the Closing, no default shall have occurred or be
existing under the Trust Agreement and the City shall not be in default in the payment of
principal or interest on any of its bonded indebtedness.

        (d)     Termination Events. In recognition of the desire of the Authority 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 Underwriter shall
have the right to terminate this agreement by notification to the Authority if at any time at or prior
to the Closing:

                 (i)     any event shall occur which makes untrue any statement or an omission
        to state a material fact necessary to make the statements in the Official Statement, in the
        light of the circumstances under which they were made, not misleading; or

                 (ii)    the marketability of the Bonds or the market price thereof, in the
        reasonable opinion of the Underwriter, has been materially adversely affected by an
        amendment to the Constitution of the United States or by any legislation in or by the
        Congress of the United States or by the State of California, or the amendment of
        legislation pending as of the date of this Purchase Agreement in the Congress of the
        United States, or the recommendation to Congress or endorsement for passage (by
        press release, other form of notice or otherwise) of legislation by the President of the
        United States, the Treasury Department of the United States, the Internal Revenue
        Service or the Chairman or ranking minority member of the Committee on Finance of the
        United States Senate or the Committee on Ways and Means of the United States House
        of Representatives, or the proposal for consideration of legislation by either such
        Committee or by any member thereof, or the presentment of legislation for consideration
        as an option by either such Committee, or by the staff of the Joint Committee on
        Taxation of the Congress of the United States, or the favorable reporting for passage of
        legislation to either House of the Congress of the United States by a Committee of such
        House to which such legislation has been referred for consideration, or any decision of
        any Federal or state court or any ruling or regulation (final, temporary or proposed) or
        official statement on behalf of the United States Treasury Department, the Internal
        Revenue Service or other federal or State authority affecting the federal or State tax
        status of the City or the Authority, or the interest on bonds or notes (including the
        Bonds); or

               (iii)   any legislation, ordinance, rule or regulation shall be introduced in, or be
        enacted by any governmental body, department or agency of the State, or a decision by
        any court of competent jurisdiction within the State shall be rendered which materially
        adversely affects the market price of the Bonds; or

                 (iv)    a stop order, ruling, regulation or official statement by, or on behalf of, the
        Securities and Exchange Commission or any other governmental agency having
        jurisdiction of the subject matter shall be issued or made to the effect that the issuance,
        offering or sale of obligations of the general character of the Bonds, or the issuance,

                                                 A-10
DOCSSF1:814341.3
        offering or sale of the Bonds, including all underlying obligations, as contemplated
        hereby or by the Official Statement, is in violation or would be in violation of any
        provision of the federal securities laws, including the Securities Act of 1933, as amended
        and as then in effect, or that the Trust Agreement need be qualified under the Trust
        Indenture Act of 1939, as amended and as then in effect; or

                (v)     legislation shall be enacted by the Congress of the United States, or a
        decision by a court of the United States shall be rendered, to the effect that obligations
        of the general character of the Bonds, or the Bonds, are not exempt from registration
        under or other requirements of the Securities Act of 1933, as amended and as then in
        effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that
        the Trust Agreement are not exempt from qualification under or other requirements of
        the Trust Indenture Act of 1939, as amended and as then in effect; or

               (vi)    additional material restrictions not in force as of the date hereof shall have
        been imposed upon trading in securities generally by any governmental authority or by
        any national securities exchange; or

               (vii)  a general banking moratorium shall have been established by federal,
        State or New York authorities; or

                (viii) the United States has become engaged in hostilities which have resulted
        in a declaration of war or a national emergency or there has occurred any other outbreak
        of hostilities or a national or international calamity or crisis, financial or otherwise, the
        effect of such outbreak, calamity or crisis on the financial markets of the United States,
        being such as, in the reasonable opinion of the Underwriter, would affect materially or
        adversely affect the ability of the Underwriter to market the Bonds (it being agreed by the
        Underwriter that there is no outbreak, calamity or crisis of such character as of the date
        hereof); or

               (ix)     any rating of the Bonds shall have been downgraded or withdrawn by a
        national rating service, which, in the Underwriter's opinion, materially adversely affects
        the market price of the Bonds.

       (e)     Closing Documents. At or prior to the Closing, the Underwriter shall receive with
respect to the Bonds (unless the context otherwise indicates) the following documents:

               (1)    Bond Opinion. An approving opinion of Bond Counsel, dated the date of
        Closing and substantially in the form attached to the Official Statement.

               (2)    Supplemental Opinion. A supplemental opinion or opinions of Bond
        Counsel addressed to the Underwriter, in form and substance acceptable to counsel for
        the Underwriter, and dated the date of the Closing to the following effect:

                          (i)    The statements contained in the Official Statement under the
                   captions "THE BONDS," "TAX MATTERS", "APPENDIX B - SUMMARY OF
                   PRINCIPAL LEGAL DOCUMENTS" and “APPENDIX D – FORM OF OPINION
                   OF BOND COUNSEL” and insofar as such statements expressly summarize the
                   Bonds, the Trust Agreement and the opinion of Bond Counsel with respect to the
                   exclusion from gross income of interest on the Bonds for federal income tax
                   purposes, are accurate in all material respects.

                                                A-11
DOCSSF1:814341.3
                (ii)   The Bonds are not subject to registration requirements of the Securities
        Act of 1933, as amended, and the Trust Agreement is exempt from qualification
        pursuant to the Trust Indenture Act of 1939, as amended.

        (3)     Certificate of the Authority. A certificate of the Authority, dated the date of the
    Closing, signed on behalf of the Authority by the Treasurer/Controller or other duly
    authorized representative of the Authority to the effect that to the best of such
    representative's knowledge:

                 (i)     The Authority is a joint exercise of powers authority duly organized,
          validly existing and in good standing under the JPA Agreement and the laws of the
          State of California and has all necessary power and authority to enter into and perform
          its duties under the Bonds, the Trust Agreement, the Resolution and this Purchase
          Agreement. When executed and delivered by the respective parties thereto, the
          Bonds, the Trust Agreement and this Purchase Agreement will constitute legal, valid
          and binding obligations of the Authority enforceable in accordance with their respective
          terms except as the same may be limited by bankruptcy, insolvency, reorganization,
          arrangement, fraudulent conveyance moratorium or other laws relating to or affecting
          generally the enforcement of creditors' rights and by the application of equitable
          principles if equitable remedies are sought.

                (ii)    By adoption of the Resolution, the Authority has approved the issuance,
          sale and delivery of and the performance by the Authority of the obligations on its part
          contained in and contemplated by the Bonds, and in the Trust Agreement and this
          Purchase Agreement.

                 (iii)   The issuance, sale and delivery of the Bonds, and the execution and
          delivery of the Trust Agreement and this Purchase Agreement, and compliance by the
          Authority with the provisions thereof and performance of its duties thereunder, will not
          conflict with or constitute a breach of or default under the JPA Agreement or any law,
          administrative regulation, judgment, decree, note, resolution, charter, by-law or other
          agreement to which the Authority is a party or is otherwise subject or by which its
          properties may be affected.

                (iv)    The Official Statement and the information therein as to the Authority is
          true and correct in all material respects and such information does not contain any
          untrue or misleading statement of a material fact or omit to state any material fact
          which is necessary to make such statements therein, in the light of the circumstances
          under which they were made, not misleading.

                 (v)      There is no consent, approval, authorization or other order of, or filing
          with, or certification by, any regulatory authority having jurisdiction over the Authority
          required for the execution, delivery and sale of the Bonds or the consummation by the
          Authority of the transactions on its part contemplated by the Bonds, the Trust
          Agreement and this Purchase Agreement.

               (vi)    The Authority is not in breach of or default under any applicable law or
        administrative regulation of the State or the United States or any applicable judgment or
        decree, agreement or other instrument to which the Authority is a party or is otherwise
        subject.

                                                A-12
DOCSSF1:814341.3
                (vii)   There is no action, suit, proceeding, inquiry or investigation, at law or in
    equity before or by any court or governmental agency or body, pending or, to the best
    knowledge of the Authority, threatened against the Authority, except as disclosed in the
    Official Statement, to restrain or enjoin the execution or delivery of the Bonds, or the
    collection or assignment of the Revenues or in any way contesting or affecting the validity or
    enforceability of the Bonds, the Trust Agreement and this Purchase Agreement or
    contesting the powers of the Authority to enter into or perform its obligations under any of
    the foregoing.

               (viii) The representations and warranties of the Authority contained in this
    Purchase Agreement are true, accurate and correct in all material respects as of the date of
    the Closing, as if made on the date of the Closing.

        (4)      Trustee's Certificate. A certificate of the Trustee dated the date of the Closing, to
the effect that:

           (i) The Trustee is a national banking association existing under the laws of United
    States of America, and has full power and is qualified to accept and comply with the terms of
    the Trust Agreement and to perform its obligations stated therein;

               (ii)  The Trustee has accepted the duties and obligations imposed on it by the
        Trust Agreement;

                 (iii)  No consent, approval, authorization or other action by any governmental
        or regulatory authority having jurisdiction over the Trustee that has not been obtained is
        or will be required for the consummation by the Trustee of the transactions contemplated
        by the Trust Agreement to be undertaken by the Trustee, except as such may be
        required in connection with the distribution of the Bonds by the Underwriter;

                 (iv)    Compliance with the terms of the Trust Agreement will not conflict with, or
        result in a violation or breach of, or constitute a default under, any loan agreement,
        indenture, bond, note, resolution or any other agreement or instrument to which the
        Trustee is a party or by which it is bound, or, to the best knowledge of the Trustee, after
        reasonable investigation, any law, rule, regulation, order or decree of any court or
        governmental agency or body having jurisdiction over the Trustee or any of its activities
        or properties (except that no representation, warranty or agreement is made by the
        Trustee with respect to any Federal or state securities or Blue Sky laws or regulations);

                (v)     To the best knowledge of the Trustee, there is no action, suit, proceeding,
        inquiry or investigation, at law or in equity, before or by any court or governmental
        agency, public board or body served on or threatened against or affecting the existence
        of the Trustee or the titles of its officers to their respective offices or seeking to prohibit,
        restrain or enjoin the authentication, execution and delivery of the Bonds or the
        collection of the Revenues to pay the principal of and interest on the Bonds, or the
        pledge thereof, or in any way contesting or affecting the validity or enforceability of the
        Bonds or the Trust Agreement, or contesting the powers of the Trustee or its authority to
        enter into and perform its obligations under any of the foregoing, wherein an unfavorable
        decision, ruling or finding would adversely affect the transactions contemplated herein;



                                                 A-13
DOCSSF1:814341.3
        or which, in any way, would adversely affect the validity of the Bonds or the Trust
        Agreement; and

                (vi)    The Trustee will apply the proceeds of the Bonds to the purposes
        specified in the Trust Agreement.

     (5)       Opinion of Authority Counsel. An opinion of counsel to the Authority, dated the
date of Closing, to the effect that:

            (i) the Authority is a joint powers authority, duly created and lawfully existing under
     the laws of the State and has full power and authority to enter into this Purchase
     Agreement and to perform its duties and obligations hereunder;

       (ii)    the resolution of the Authority approving and authorizing the execution and
     delivery of the Trust Agreement, the Bonds and this Purchase Agreement and approving
     and authorizing the distribution of the Official Statement has been duly adopted, and has
     not been modified, amended or rescinded;

       (iii)  to the best knowledge of such counsel, the representations of the Authority
     contained in subsections (a) and (b) of Section 6 hereof are true and correct;

        (iv)    The Trust Agreement has been duly authorized, executed and delivered by the
     Authority and, assuming due execution by the Trustee, constitutes the legal, valid and
     binding obligation of the Authority enforceable against the Authority in accordance with its
     terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws
     affecting creditors' rights, to the application of equitable principles where equitable
     remedies are sought and to the exercise of judicial discretion in appropriate cases;

       (v)     The authorization, execution and delivery of the Trust Agreement by the Authority
     and compliance by the Authority with the provisions thereof, will not conflict with, or
     constitute a breach of or default under, any law, administrative regulation, court decree,
     resolution, ordinance or other agreement to which the Authority is subject or by which it is
     bound;

       (vi)     The information in the Official statement under the caption "THE AUTHORITY"
     and as to the Authority under the caption "NO LITIGATION" is accurate in all material
     respects, insofar as such information purports to summarize information with respect to the
     Authority, the Trust Agreement, and the Joint Exercise of Powers Agreement;

        (vii)   Except as otherwise disclosed in the Official Statement and to the best
     knowledge of such counsel after due inquiry, there is no litigation, action, suit, proceeding
     or investigation at law or in equity before or by any court, government agency or body,
     pending or threatened against the Authority, challenging the creation, organization or
     existence of the Authority, or the validity of the Trust Agreement or this Purchase
     Agreement or contesting the authority of the Authority to enter into or perform its
     obligations under the Trust Agreement or this Purchase Agreement, or which, in any
     manner, questions the right of the Authority to issue the Bonds or the use the Revenues for
     repayment of the Bonds.




                                               A-14
DOCSSF1:814341.3
       (6)     Trustee's Counsel Opinion. An opinion of counsel to the Trustee addressed to
the Authority and the Underwriter, dated the date of the Closing to the following effect:

               (i)    The Trustee is a national banking association with trust powers, duly
        organized and validly existing and in good standing under the laws of the United States
        of America, having the legal authority to exercise trust powers in the State of California;

               (ii)     The Trustee has full legal power and adequate corporate authority to
        accept the duties and obligations imposed on it by the Trust Agreement and to
        authenticate the Bonds and the full legal power and authority to own its properties and to
        carry on its business;

                   (iii)   The Bonds have been duly authenticated by the Trustee;

                (iv)    No consent, approval, authorization or order of any court, regulatory
        authority or governmental body is required for the valid authorization, execution and
        delivery of the Trust Agreement and the authentication of the Bonds except such as
        have been obtained and except such as may be required under the State securities or
        Blue Sky laws in connection with the purchase and distribution of the Bonds by the
        Underwriter; and

                (v)    The acceptance of its duties under the Trust Agreement and the
        authentication of the Bonds by the Trustee and performance by the Trustee of its
        obligations thereunder will not conflict with or result in a breach of or constitute a default
        under any of the terms, conditions or provisions of its Articles of Association or
        Incorporation or its Bylaws or any other agreement or instrument to which the Trustee is
        a party or by which it is bound or any other existing law, regulation, court order or
        consent decree to which the Trustee is subject.

       (7)    Resolution. A copy of the Resolution of the Authority approving the issuance of
the Bonds certified by the Secretary to Authority.

      (8)     Tax Certificate. A tax-certificate of the Authority in form satisfactory to Bond
Counsel, together with representations of the Underwriter.

       (9)      CDIAC Statement. A copy of the Statement 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.

       (10) 2005A Bond Insurance. A municipal bond insurance policy and a Reserve Fund
Surety Agreement with respect to the 2005A Bonds.

       (11) 2005A Bond Rating. Evidence that the 2005A Bonds have been rated AAA and
AAA, respectively by Standard & Poor's Ratings Services and Fitch Ratings.

        (12) Additional Documents. Such additional certificates, instruments and other
documents as the Underwriter or its counsel may reasonably deem necessary to evidence the
truth and accuracy as of the time of the Closing of the representations of the Authority under this
Purchase Agreement and the due performance or satisfaction by the Authority and the City at or


                                                 A-15
DOCSSF1:814341.3
prior to such time of all agreements then to be performed and all conditions then to be satisfied
by the Authority.

       If the obligations of the Underwriter shall be terminated for any reason permitted by this
Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor
the Authority shall be under further obligation hereunder, except as further set forth in Section
10 hereof.

        8.    Expenses. The costs and expenses incurred by the parties hereto with respect
to the Bonds and the proceedings for the sale and issuance thereof shall be paid as follows:

                (a)     Authority. The Authority shall pay or cause to be paid (but solely from
        the proceeds of the Bonds and not otherwise) the expenses incident to the performance
        of the obligations of the Authority hereunder, including but not limited to:

                         (1)     the cost of preparation and printing of the Preliminary Official
                   Statement and the final Official Statement in reasonable quantities and all other
                   documents (other than as set forth in subsection (b) below) prepared in
                   connection with the transactions contemplated hereby;

                          (2)    the fees and disbursements of the Trustee and counsel to the
                   Trustee in connection with the issuance of the Bonds;

                          (3)     the fees and disbursements of Bond Counsel and any other
                   experts or consultants retained by the Authority in connection with the
                   transactions contemplated hereby;

                         (4)     the fees and disbursements of the Authority and of Authority
                   Counsel in connection with the transactions contemplated hereby; and

                           (5)     the costs related to obtaining ratings, including travel expenses of
                   Authority officials to participate in rating agency meetings and the costs of such
                   ratings;

                          (6)     the fees and expenses of disclosure counsel in connection with its
                   preparation of the Official Statement and the rendering of its opinion;

                          (7)     all expenses incurred by it or the Underwriter in connection with
                   the preparation of the Official Statement, including expenses of obtaining
                   information from California Municipal Statistics and other information suppliers;
                   and

                          (8)     fees of the California Debt and Investment Advisory Commission;

                   (b)    Underwriter. The Underwriter shall pay:

                          (1)   the cost of preparation and printing of Blue Sky and Legal
                   Investment Memoranda if any, to be used by it; and




                                                   A-16
DOCSSF1:814341.3
                          (2)    all advertising expenses in connection with the public offering of
                   the Bonds.

       9.     Notice. Any notice or other communication to be given under this Purchase
Agreement to the Authority or the Underwriter may be given by delivering the same in writing at
the addresses set forth below:

        If to the Authority:            Brentwood Infrastructure Financing Authority
                                        708 Third Street
                                        Brentwood, California 94513
                                        Attention: Treasurer/Controller

        If to the Underwriter:          RBC Dain Rauscher Inc.
                                        345 California Street, Suite 2800
                                        San Francisco, California 94111
                                        Attention: Manager, Public Finance Department

        10.     Entire Agreement. This Purchase Agreement, when accepted by the Authority,
shall constitute the entire agreement among the Authority and the Underwriter and is made
solely for the benefit of the Authority and the Underwriter (including the successors or assigns of
any Underwriter). Except for Bond Counsel, no other person shall acquire or have any right
hereunder by virtue hereof. All the Authority's representations, warranties and agreements in
this Purchase Agreement shall remain operative and in full force and effect, regardless of (a)
any investigation made by or on behalf of the Underwriter, (b) delivery of and payment for the
Bonds hereunder, and (c) any termination of this Purchase Agreement.

         11.   Counterparts. This 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.

        12.     Reliance on Representations and Warranties. The Authority hereby
acknowledges that the Underwriter, in executing this Purchase Agreement and in paying for the
Bonds as provided herein, is relying upon the representations and warranties of the Authority
set forth herein.

        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, but this Purchase Agreement shall
be construed as if such invalid or illegal or unenforceable provision had never been contained
herein.




                                                 A-17
DOCSSF1:814341.3
        14.   State of California Law Governs. The validity, interpretation and performance of
this Purchase Agreement shall be governed by the laws of the State of California.




                                                    Very truly yours,

                                                    RBC DAIN RAUSCHER INC.



                                                    By:
                                                               Robert L. Williams, Jr.
                                                                Managing Director


Accepted as of the date
first stated above:

BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY



By:
              Treasurer/Controller




                                             A-18
DOCSSF1:814341.3
                        TABLE OF CONTENTS

                                                                      Page


                                  EXHIBIT A

                     Series 2005A Maturity Schedule

        Maturity
     (September 2)    Principal               Interest Rate   Price




                     Series 2005B Maturity Schedule

        Maturity
     (September 2)    Principal               Interest Rate   Price




DOCSSF1:814341.3                     -i-
                                                                             Jones Hall Draft 5/12/05

NEW ISSUE – FULL BOOK-ENTRY
                                                              SERIES A BONDS RATED (FSA Insured):
                                                                                  Fitch: AAA
                                                                  SERIES B BONDS NOT RATED

         In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of
existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy
of certain representations and compliance with certain covenants, interest on the 2005 Bonds is excluded
from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of
1986 and is exempt from State of California personal income taxes. In the further opinion of Bond
Counsel, interest on the 2005 Bonds is not a specific preference item for purposes of the federal
individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is
included in adjusted current earnings when calculating corporate alternative minimum taxable income.
Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or
disposition of, or the accrual or receipt of interest on, the 2005 Bonds. See "TAX MATTERS."

             $___________*                                          $___________*
   BRENTWOOD INFRASTRUCTURE                               BRENTWOOD INFRASTRUCTURE
        FINANCING AUTHORITY                                    FINANCING AUTHORITY
   Infrastructure Revenue Refunding                       Infrastructure Revenue Refunding
                 Bonds                                                  Bonds
              Series 2005A                                    Subordinated Series 2005B


Dated: Date of Delivery                                               Due: September 2, as shown below

         The $______________* Infrastructure Revenue Refunding Bonds, Series 2005A (the "2005A
Bonds") and the $______________* Infrastructure Revenue Refunding Bonds, Subordinated Series
2005B (the "2005B Bonds" and together with the 2005A Bonds, the "2005 Bonds" or the "Bonds") are
being issued by the Brentwood Infrastructure Financing Authority (the "Authority") to assist the City of
Brentwood, California (the "City") in the refinancing of certain improvements of benefit to property within
the City's Assessment District No. 2002-1 (the "District"). All of the proceedings of the City to form the
District and to levy the assessments (described herein) for the construction and acquisition of the
improvements have been undertaken pursuant to the Municipal Improvement Act of 1913 (Division 12 of
the California Streets and Highways Code) (the "Act").

         In 2002 the Authority issued its CIFP 2002-1 Infrastructure Revenue Bonds, Series 2002 (the
"Prior Bonds")to purchase certain local obligations (the "Local Obligations" as described herein) issued by
the City pursuant to the provisions of the Improvement Bond Act of 1915, consisting of Division 10 of the
Streets and Highways Code of the State of California. The Local Obligations were issued to finance the
construction and acquisition of certain public improvements of benefit to the District. The 2005 Bonds are
being issued to refund the Prior Bonds and to provide money for certain capital improvements, to fund a
reserve fund for the 2005B Bonds and to pay the cost of issuance of the 2005 Bonds (including the cost
of a reserve fund surety bond for the 2005A Bonds). The original Local Obligations are not being
refunded, will remain outstanding and will secure the 2005 Bonds.

         The 2005 Bonds are special obligations of the Authority. The 2005A Bonds are payable solely
from Revenues of the Authority pledged under the Trust Agreement, consisting primarily of payments
received by the Authority from the City as payment on the Local Obligations, which payments are secured
by liens of unpaid assessments as more fully described herein. The 2005B Bonds are also payable from
Revenues pledged under the Trust Agreement, but on a subordinate basis to the pledge of Revenues for
payment of the 2005A Bonds. Installments of principal and interest sufficient to meet annual Local
Obligation debt service are included on the regular county tax bills sent to owners of property against
which there are unpaid assessments. These annual assessment installments are to be paid into the
Local Obligation Redemption Fund (defined herein) and transferred to U.S. Bank National Association, as
trustee (the "Trustee") to be used to pay debt service on the 2005 Bonds as it becomes due. Scheduled
payments under the Local Obligations are calculated to be sufficient to permit the Authority to pay the
principal of, premium, if any and interest on the Bonds when due, except during an initial period in the
event of a prepayment of all or substantially all of the Local Obligations. See "SECURITY FOR THE
BONDS AND SOURCES OF PAYMENT THEREFOR - Non-Asset Bonds.”

        The 2005 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co.
as nominee of The Depository Trust Company, New York, New York ("DTC"), and will be available to
ultimate purchasers in the denomination of $5,000 (as to the 2005A Bonds) and $1,000 (as to the 2005B
Bonds) or any integral multiple thereof, under the book-entry system maintained by DTC. Interest is
payable on September 2, 2005, and semiannually thereafter on March 2 and September 2 each year.
See "APPENDIX E - The Book-Entry System" herein.

OWNERSHIP OF THE 2005B BONDS IS SUBJECT TO A SIGNIFICANT DEGREE OF RISK.
UNCOLLECTED ASSESSMENT INSTALLMENTS WILL FIRST CAUSE A REDUCTION IN THE
AMOUNT OF SUBORDINATED REVENUES AVAILABLE FOR PAYMENT OF THE 2005B BONDS
PRIOR TO CAUSING A REDUCTION IN THE AMOUNT OF REVENUES AVAILABLE FOR PAYMENT
OF THE 2005A BONDS. ACCORDINGLY, THERE MAY BE A LIMITED TRADING MARKET FOR
THESE 2005B BONDS. POTENTIAL INVESTORS ARE ADVISED TO CAREFULLY READ
"BONDOWNERS' RISKS" HEREIN.

      The 2005 Bonds are subject to redemption prior to maturity as described herein. See
"THE BONDS - Redemption" herein.

        Unpaid assessments do not constitute a personal indebtedness of the owners of

the parcels within the District and the owners have made no commitment to pay the

principal of or interest on the 2005 Bonds. In the event of delinquency, proceedings

may be conducted only against the real property securing the delinquent assessment.

Thus, the value of the real property within the District is a critical factor in determining

the investment quality of the 2005 Bonds. The unpaid assessments are not required to

be paid upon sale of property within the District. There is no assurance the owners

shall be able to pay the assessment installments or that they shall pay such installments

even though financially able to do so.


A separate Reserve Fund is established for each Series of Bonds under the Trust Agreement. Amounts
available from the Reserve Fund for one Series of the Bonds are not available to make up a deficiency for
the other Series. See "SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR –
Reserve Funds.”

The scheduled payment of principal of and interest on the 2005A Bonds when due will be guaranteed
under an insurance policy to be issued concurrently with the delivery of the 2005A Bonds by FINANCIAL

 DOCSSF1:814341.3                                  -3-
SECURITY ASSURANCE INC. Payment of the principal of and interest on the 2005B
Bonds will not be insured by any municipal bond insurance policy.
                                                 [FSA LOGO]

This cover page contains certain information for general reference only. It is not a summary of this issue.
Investors are advised to read the entire Official Statement to obtain information essential to the making of
an informed investment decision.

       NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER, THE CITY,
THE COUNTY OF CONTRA COSTA, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION
THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. NEITHER THE BONDS NOR THE
LOCAL OBLIGATIONS CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY
STATUTORY OR CONSTITUTIONAL DEBT LIMITATION THE INFORMATION SET FORTH IN THIS
OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING "BONDOWNERS'
RISKS," SHOULD BE READ IN ITS ENTIRETY.

                                             MATURITY SCHEDULE
                                             (see inside front cover)

         The Bonds are offered when, and if issued and accepted by the Underwriter and Fannie Mae
subject to the approval, as to their legality, of Orrick, Herrington & Sutcliffe LLP, San Francisco, California,
Bond Counsel. Certain legal matters will be passed upon for the Authority and the City by the City
Attorney, and for the Authority by Jones Hall, A Professional Law Corporation, San Francisco, California,
Disclosure Counsel. It is expected that the Bonds will be available for delivery in book-entry form on or
about ____________, 2005.

                                          RBC Dain Rauscher
Dated: ______________, 2005




 DOCSSF1:814341.3                                      -4-
                                          MATURITY SCHEDULE

                                    Series 2005A Serial Bonds
    Maturity       Principal   Interest                    Maturity   Principal    Interest
  September 2      Amount        Rate        Yield     September 2    Amount         Rate     Yield




                   $___________ _____% Term Bonds due September 2, ______; Price: _____%
                   $___________ _____% Term Bonds due September 2, ______; Price: _____%




                                    Series 2005B Serial Bonds
    Maturity       Principal   Interest     Price or       Maturity   Principal    Interest
 September 2       Amount        Rate        Yield      September 2   Amount         Rate     Price




                   $___________ _____% Term Bonds due September 2, ______; Price: _____%




DOCSSF1:814341.3                                        -5-
BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY




                       City of Brentwood
               City Council and Authority Officers

         Brian Swisher, Mayor/Chairperson of the Authority
   Ana B. Gutierrez, Vice Mayor/Vice-Chairperson of the Authority
        Annette Beckstrand, Councilmember/Boardmember
             Bob Taylor, Councilmember/Boardmember
              Vacant, Councilmember/Boardmember


                 ___________________________

                             City Staff

                 Donna Landeros, City Manager
                   Bailey Grewal, City Engineer
      Pam Ehler, Director of Finance and Information Systems
                 Dennis Beougher, City Attorney
       Howard Sword, Director of Community Development

                      __________________



                         Special Services

                          Bond Counsel
                 Orrick, Herrington & Sutcliffe LLP
                     San Francisco, California


                            Trustee
                  U.S. Bank National Association
                     San Francisco, California


                       Disclosure Counsel
            Jones Hall, A Professional Law Corporation
                    San Francisco, California
             GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT

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

Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the
Authority or the City, in any press release and in any oral statement made with the approval of an
authorized officer of the Authority or the City, the words or phrases "will likely result," "are expected to",
"will continue", "is anticipated", "estimate", "project," "forecast", "expect", "intend" and similar expressions
may identify "forward looking statements.” Such statements are subject to risks and uncertainties that
could cause actual results to differ materially from those contemplated in such forward-looking
statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop
the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore,
there are likely to be differences between forecasts and actual results, and those differences may be
material. The information and expressions of opinion herein are subject to change without notice, and
neither the delivery of this Official Statement nor any sale made hereunder shall, under any
circumstances, give rise to any implication that there has been no change in the affairs of the Authority or
the City since the date hereof.

Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the Authority
or the Underwriter to give any information or to make any representations other than those contained
herein and, if given or made, such other information or representation must not be relied upon as having
been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in
which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is
not to be construed as a contract with the purchasers of the Bonds.

Involvement of Underwriter. The Underwriter has reviewed the information in this Official Statement in
accordance with, and as a part of, their 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. The information and expressions of opinions herein are
subject to change without notice and neither delivery of this Official Statement nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in the
affairs of the City or the Authority since the date hereof. All summaries of the Trust Agreement or other
documents referred to in this Official Statement, are made subject to the provisions of such documents,
respectively, and do not purport to be complete statements of any or all of such provisions.
Insurer's Disclaimer. Other than with respect to information concerning Financial Security contained
under the caption "SERIES 2005A BOND INSURANCE POLICY " and "Appendix F -Specimen Municipal
Bond Insurance Policy" herein, none of the information in this Official Statement has been supplied or
verified by Financial Security and Financial Security makes no representation or warranty, express or
implied, as to (i) the accuracy or completeness of such information; (ii) the validity of the Series 2005A
Bonds; or (iii) the tax exempt status of the interest on the Series 2005A Bonds.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS
CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES LAWS OF ANY STATE.
                                                     TABLE OF CONTENTS
INTRODUCTION                             3
PLAN OF FINANCE                          6
THE BONDS                                7
                                              Authority For Issuance..............................................................................................................7
                                              Amount and Issuance of the 2005 Bonds.................................................................................7
                                              Application of Proceeds of the 2005 Bonds..............................................................................8
                                              Redemption ..............................................................................................................................9
SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR...............................................................................17
                                              Limited Obligation...................................................................................................................17
                                              Revenues ...............................................................................................................................18
                                              Payment of the Local Obligations ...........................................................................................20
                                              Non-Asset Bonds....................................................................................................................20
                                              Reserve Funds .......................................................................................................................22
                                              Priority of Lien.........................................................................................................................23
                                              Limited Obligation Upon Delinquency.....................................................................................24
                                              Collection of Assessments......................................................................................................24
                                              Contra Costa County Tax Loss Reserve ................................................................................25
                                              Covenant to Commence Superior Court Foreclosure.............................................................26
                                              No Additional Bonds ...............................................................................................................27
                                              Refunding Bonds ....................................................................................................................27
SERIES 2005A BOND INSURANCE POLICY ...............................................................................................................................27
THE CAPITAL IMPROVEMENT FINANCING PROGRAM ............................................................................................................27
THE ASSESSMENT DISTRICT 28
                                              Development in the District.....................................................................................................30
                                              Flood Zones............................................................................................................................31
                                              Method of Assessment ...........................................................................................................31
                                              The County of Contra Costa and City of Brentwood...............................................................31
OWNERSHIP AND VALUE OF PROPERTY WITHIN THE DISTRICTS........................................................................................33
                                              Ownership of Property............................................................................................................33
                                              Delinquencies in the District ...................................................................................................34
                                              Valuation of Property in the District and Value to Lien Ratios ................................................34
                                              Property Tax Status................................................................................................................37
BONDOWNERS' RISKS                        37
                                              General...................................................................................................................................37
                                              Absence of Market for 2005B Bonds ......................................................................................38
                                              Owners Not Obligated to Pay Bonds or Assessments............................................................39
                                              Bankruptcy and Foreclosure...................................................................................................39
                                              Availability of Funds to Pay Delinquent Assessment Installments ..........................................39
                                              Limited Obligation Upon Delinquency.....................................................................................40
                                              Collection of the Assessment .................................................................................................40
                                              Limitations on Enforceability of Remedies..............................................................................41
                                              Property Values ......................................................................................................................41
                                              Parity Taxes and Special Assessments..................................................................................42
                                              Future Overlapping Indebtedness ..........................................................................................42
                                              Future Private Indebtedness...................................................................................................42
                                              No Acceleration Provision ......................................................................................................42
       CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS ..............................................................................43
                                              Property Tax Rate Limitations - Article XIIIA...........................................................................43
                                              Legislation Implementing Article XIIIA ....................................................................................43
                                              Appropriation Limitation - Article XIIIB ....................................................................................44
                                              Property Tax Collection Procedures .......................................................................................44
                                              Proposition 218.......................................................................................................................45
       THE ISSUER                        46
       CONTINUING DISCLOSURE             47
       LEGAL OPINION                     47
       TAX MATTERS                       47
       NO LITIGATION                     49
       RATINGS                           50
       UNDERWRITING                      50
       MISCELLANEOUS                     50


APPENDIX A   -    SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
APPENDIX B   -    THE CITY OF BRENTWOOD
APPENDIX C   -    FORM OF BOND COUNSEL OPINION
APPENDIX D   -    FORM OF CONTINUING DISCLOSURE AGREEMENT
APPENDIX E   -    THE BOOK-ENTRY SYSTEM
APPENDIX F   -    SPECIMEN MUNICIPAL BOND INSURANCE POLICY




                                                                               2
                              __________________________________

                                    OFFICIAL STATEMENT
                              __________________________________




             $____________*                                $____________*
    BRENTWOOD INFRASTRUCTURE                      BRENTWOOD INFRASTRUCTURE
         FINANCING AUTHORITY                           FINANCING AUTHORITY
    Infrastructure Revenue Refunding              Infrastructure Revenue Refunding
                  Bonds                                         Bonds
               Series 2005A                           Subordinated Series 2005B




This Official Statement, including the cover page and the appendices hereto, is provided
to furnish information regarding the issuance by the Brentwood Infrastructure Financing
Authority (the "Issuer" or the "Authority") of its Infrastructure Revenue Refunding
Bonds, Series 2005A (the "Series 2005A Bonds") and Infrastructure Revenue
Refunding Bonds, Subordinated Series 2005B (the "Series 2005B Bonds")
(collectively, the 2005A Bonds and the 2005B Bonds shall be referred to herein as the
"2005 Bonds" or the "Bonds").


                                        INTRODUCTION

    This introduction is not a summary of this Official Statement, and is qualified by the
    more complete and detailed information contained in the entire Official Statement
    and the documents described or summarized herein. The sale of Bonds to potential
    investors is made only by means of the entire Official Statement.

       Purposes of the Bonds. The 2005 Bonds are being issued to assist the City of
Brentwood, California (the "City") in the financing and refinancing of certain
improvements of benefit to property within the City's Assessment District No. 2002-1 (the
"District"), to provide money for capital improvements to facilities of the City, to provide
for a separate reserve fund for each series of the 2005 Bonds, and to pay the cost of
issuance of the 2005 Bonds. See "PLAN OF FINANCE."



* Preliminary, subject to change.


2
       The Prior Bonds and the Local Obligations. In September 2002, the Issuer
issued its CIFP 2002-1 Infrastructure Revenue Bonds, Series 2002 (the "Prior Bonds")
in the original principal amount of $16,585,000 to finance certain capital improvements
and purchase the 2002 Local Obligations (as defined herein). The Prior Bonds were
issued to purchase certain limited obligation improvement bonds (the "Local
Obligations" as described herein) issued by the City in connection with its Capital
Improvement Financing Program 2002-1 (described herein). The Local Obligations
were issued by the City pursuant to the provisions of the Improvement Bond Act of
1915, consisting of Division 10 of the Streets and Highways Code of the State of
California (the "Local Obligation Statute") to finance the construction and acquisition
of certain public improvements necessary for development in the District.

      Authority for Issuance. The 2005 Bonds are issued pursuant to the terms of an
Amended and Restated Trust Agreement dated as of June 1, 2005 (the "Trust
Agreement") among the Issuer, the City and U.S. Bank National Association (the
"Trustee").

        Security for the Bonds. The 2005 Bonds are special obligations of the Issuer, payable
from and secured by Revenues (as defined herein) of the Issuer consisting primarily of
payments received by the Issuer from the City in connection with the Local Obligations. The
2005A Bonds are secured by a priority lien on and security interest in all of the Revenues and
any other amounts (including proceeds of the sale of the 2005A Bonds) held in certain funds
established under to the Trust Agreement. The 2005B Bonds are likewise secured by a lien on
and security interest in the Revenues, but only to the extent Revenues are available after the
obligations to be satisfied regarding the 2005A Bonds under the Trust Agreement have been
satisfied. See "SECURITY FOR THE BONDS - Revenues."

Scheduled payments under the Local Obligations are sufficient to provide the Authority
with money to pay the principal of, premium, if any, and interest on the Bonds when
due, except during an initial period in the event of a prepayment of all or substantially all
of the Local Obligations. See "SECURITY FOR THE BONDS AND SOURCES OF
PAYMENT THEREFOR - Payment of the Local Obligations” and “- Non-Asset Bonds"
below.

The Local Obligations were issued upon and are secured by the assessments levied
against property in the District, together with interest thereon and such unpaid
assessments together with interest thereon constitute a trust fund for the redemption
and payment of the principal of the Local Obligations and the interest thereon. All the
Local Obligations are secured by the monies in the Local Obligation Redemption Fund
created pursuant to the assessment proceedings, and by the assessments levied.
Principal of and interest on the Local Obligations are payable exclusively out of the
Local Obligation Redemption Fund (described herein). Unpaid assessments do not
constitute a personal indebtedness of the owners of the parcels within the District and
the owners have made no commitment to pay the principal of or interest on the Local
Obligations or the 2005 Bonds or to support payment of the 2005 Bonds in any manner.
In the event of delinquency, proceedings may be conducted only against the particular



                                              4
parcel securing the delinquent assessment. The unpaid assessments are not required
to be paid upon sale of property within the District.

Under the Trust Agreement, a separate Reserve Fund is established for each Series of
2005 Bonds. Amounts available from the Reserve Fund for one Series of the Bonds are
not available to make up a deficiency for the other Series.

2005A Bond Insurance. Concurrently with issuance of the 2005 Bonds, Financial
Security Assurance Inc. (“Financial Security”) will issue its Municipal Bond Insurance
Policy (the “Municipal Bond Insurance Policy”) for the Series 2005A Bonds. The
policy unconditionally guarantees the payment of that portion of the principal of and
interest on the Series 2005A Bonds which has become due for payment, but which is
unpaid. See “SERIES 2005A MUNICIPAL BOND INSURANCE POLICY” and
“APPENDIX F – Specimen Municipal Bond Insurance Policy”. [[[Financial Security will
also issue a reserve fund surety ________, described herein, for the 2005A Bonds.]]]
Payment of the principal of and interest on the 2005B Bonds will not be insured
by any municipal bond insurance policy.

OWNERSHIP OF THE 2005B BONDS IS SUBJECT TO A SIGNIFICANT DEGREE OF
RISK. UNCOLLECTED ASSESSMENT INSTALLMENTS WILL FIRST CAUSE A
REDUCTION IN THE AMOUNT OF REVENUES AVAILABLE FOR PAYMENT OF THE
2005B BONDS PRIOR TO CAUSING A REDUCTION IN THE AMOUNT OF
REVENUES AVAILABLE FOR PAYMENT OF THE 2005A BONDS. ACCORDINGLY,
THERE MAY BE A LIMITED TRADING MARKET FOR THE 2005B BONDS.
POTENTIAL INVESTORS ARE ADVISED TO CAREFULLY READ THE SECTION
ENTITLED "BONDOWNERS' RISKS."

        The Assessment District and the Local Obligations. All of the proceedings of
the City to form the District and to levy the assessments for the construction and
acquisition of the improvements were undertaken pursuant to the Municipal
Improvement Act of 1913 (Division 12 of the California Streets and Highways Code) (the
"Act"). The Local Obligations consist of limited obligation improvement bonds issued
by the City for its Assessment District 2002-1 pursuant to the provisions of the Local
Obligation Statute, to finance the construction and acquisition of public improvements
identified under the City's Capital Improvement Financing Program 2002-1 (described
herein). The Local Obligations are the primary security for the 2005 Bonds and are not
being refunded in connection with the issuance of the 2005 Bonds. See "THE CAPITAL
IMPROVEMENTS FINANCING PROGRAM".

        The District is comprised of land located within the City developed with single
family residences or, as to undeveloped land, zoned for residential development, as well
as, to a more limited extent, developed and undeveloped commercial use property. The
District was formed to finance a portion of certain infrastructure improvements of benefit
to property in the District (collectively, the "Improvements"), consisting generally of a
wastewater collection system, wastewater treatment plant, water distribution system,
flood control facilities, drainage facilities and roadways. The Improvements financed by



                                            5
the Local Obligations for each District have been completed and over 70% of the homes
planned for the District have been completed, with most of the completed homes sold to
homeowners. See "THE ASSESSMENT DISTRICT."

         Limited Scope of Official Statement. There follows in this Official Statement
descriptions of the Issuer, the Bonds, the Trust Agreement, the City, the Local
Obligations, the Local Obligation Resolution, and certain other documents. The
descriptions and summaries of documents herein do not purport to be comprehensive
or definitive, and reference is made to each such document for the complete details of
all its respective terms and conditions. All statements herein with respect to such
documents are qualified in their entirety by reference to each such document for the
complete details of all of their respective terms and conditions. All statements herein
with respect to certain rights and remedies are qualified by reference to laws and
principles of equity relating to or affecting creditors' rights generally. Terms not defined
herein shall have the meanings set forth in the Trust Agreement.

        The information and expressions of opinion herein speak only as of the date of
this Official Statement and are subject to change without notice. Neither delivery of this
Official Statement nor any sale made hereunder nor any future use of this Official
Statement shall, under any circumstances, create any implication that there has been
no change in the affairs of the Issuer or the City since the date hereof.

        All financial and other information presented in this Official Statement has been
provided by the Issuer and the City from their records, except for information expressly
attributed to other sources. The presentation of information is intended to show recent
historic information and is not intended to indicate future or continuing trends in the
financial or other affairs of the owners, the District, the Issuer or the City. No
representation is made that past experience, as it might be shown by such financial and
other information, will necessarily continue or be repeated in the future.

                                   PLAN OF FINANCE

        The 2005 Bonds are being issued to refund the outstanding amount of the
Issuer's CIFP 2002-1 Infrastructure Revenue Bonds, Series 2002 (the "Prior Bonds")
issued in the original principal amount of $16,585,000. The Prior Bonds were issued to
provide the Issuer with money to purchase the Local Obligations issued to finance the
construction and acquisition of certain public improvements within the District. Such
improvements have been completed. The Local Obligations were purchased by the
Issuer at the time they were issued and are security for the 2005 Bonds, however they
will not be refunded in connection with the issuance of the 2005 Bonds. Savings
generated by the refunding of the Prior Bonds will be used to provide money to be used
by the City for improvements to the capital facilities of the City. Proceeds of the 2005
Bonds will also be used to provide a reserve fund for the 2005 Bonds and to pay the
cost of issuance of the 2005 Bonds. See “SECURITY AND SOURCES OF PAYMENT
FOR THE 2005 BONDS - Payment of Local Obligations – Non-Asset Bonds.”




                                              6
       On the date of issuance of the 2005 Bonds, a portion of the proceeds will be
used to redeem the outstanding Prior Bonds at the redemption price of 103% of the
principal amount thereof, plus accrued interest. Redemption is expected within 30 days
of the date of issuance of the 2005 Bonds.


                                       THE BONDS

Authority For Issuance

       The 2005 Bonds are special obligations of the Issuer payable from and secured
by payments made under all of the Local Obligations. The Local Obligations were
purchased by the Issuer pursuant to the Marks-Roos Local Bond Pooling Act of 1985,
constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of
the Government Code of the State of California, as amended from time to time (the
"Marks-Roos Law"). The 2005 Bonds are being issued pursuant to the provisions of a
Resolution adopted by the Issuer on ________________, 2005 and the Trust
Agreement.

        The District was established in 2002 and bonded indebtedness of the District was
authorized in the amount not to exceed $17,000,000. The authorization for such bonds
was pursuant to provisions of the Municipal Improvement Act of 1913 (Division 12 of the
California Streets and Highways Code) (the "Act"), the Improvement Bond Act of 1915
(Division 10 of the California Streets and Highways Code) (the "Local Obligation
Statute") and proceedings taken by the City pursuant to a resolution of intention
adopted by the City Council with respect to the District. The Prior Local Obligations
were issued pursuant to the provisions of a Resolution adopted by the City Council on
August 13, 2002 (the "Local Obligation Resolution") and no additional bonds are
contemplated under the Local Obligation Resolution. The Local Obligations are security
for the 2005 Bonds but will not be refunded in connection with the issuance of the 2005
Bonds.

Amount and Issuance of the 2005 Bonds

        The 2005 Bonds will be dated the date of original delivery. The Series 2005 Bonds are
being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The
Depository Trust Company, New York, New York ("DTC"), and will be available to ultimate
purchasers in the denomination of $5,000 (as to the 2005A Bonds) and $1,000 (as to the 2005B
Bonds) or any integral multiple thereof, under the book-entry system maintained by DTC.
Ultimate purchasers of Series 2005 Bonds will not receive physical bonds representing their
interest in the Series 2005 Bonds. So long as the Series 2005 Bonds are registered in the
name of Cede & Co., as nominee of DTC, references herein to the Holders shall mean Cede &
Co., and shall not mean the ultimate purchasers of the Series 2005 Bonds. Payments of the
principal of, premium, if any, and interest on the Series 2005 Bonds will be made directly to
DTC, or its nominee, Cede & Co., by the Trustee, so long as DTC or Cede & Co. is the
registered owner of the Series 2005 Bonds. Disbursements of such payments to DTC's
Participants is the responsibility of DTC and disbursements of such payments to the Beneficial



                                              7
Owners is the responsibility of DTC's Participants and Indirect Participants, as more fully
described herein. See "APPENDIX E - The Book-Entry System" herein.

       The principal of and redemption premiums, if any, and interest on the 2005
Bonds shall be payable in lawful money of the United States of America. Interest is
payable on September 2, 2005, and semiannually thereafter on March 2 and September
2 each year (each, an "Interest Payment Date"). The 2005 Bonds shall bear interest
from the Dated Date. Payment of the interest on any 2005 Bond shall be made to the
Person whose name appears on the Bond Register as the Owner thereof as of the
close of business on the Record Date, such interest to be paid by check mailed by first
class mail on the Interest Payment Date to the Owner at the address which appears on
the Bond Register as of the Record Date, for that purpose; except that in the case of an
Owner of one million dollars ($1,000,000) or more in aggregate principal amount of any
of 2005 Bonds, upon written request of such Owner to the Trustee, in form satisfactory
to the Trustee, received not later than the Record Date, such interest shall be paid on
the Interest Payment Date in immediately available funds by wire transfer to an account
in the United States. The principal of and redemption premiums, if any, on the 2005
Bonds shall be payable at the Corporate Trust Office of the Trustee in St. Paul,
Minnesota, upon presentation and surrender of such 2005 Bonds. Interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.

Application of Proceeds of the 2005 Bonds

      The 2005 Bonds are being issued (i) to refund the Prior Bonds, (ii) to provide
money for certain capital improvements of benefit to the City, (iii) to provide for a
reserve fund for the 2005 Bonds, and (iv) to pay the cost of issuance of the 2005 Bonds.
The Local Obligations are security for the 2005 Bonds but will not be refunded in
connection with the issuance of the 2005 Bonds.

       For a discussion of the accounts and funds established under the Trust
Agreement and related to the 2005 Bonds, see "APPENDIX A - SUMMARY OF
PRINCIPAL LEGAL DOCUMENTS." For a schedule of the estimated sources and uses
of funds related to the issuance of the 2005 Bonds, see "ESTIMATED SOURCES AND
USES OF FUNDS."




                                            8
Redemption

       Extraordinary Redemption. The 2005 Bonds shall be subject to extraordinary
redemption as a whole or in part on any Interest Payment Date, and shall be redeemed
by the Trustee, from moneys transferred from the Revenue Fund to the Redemption
Fund pursuant to the Trust Agreement, and derived as a result of Property Owner
Prepayments plus, if applicable, amounts transferred from the Reserve Fund and from
the Redemption Fund as Deficit Share Payments (described below) in connection
therewith, at a redemption price equal to the principal amount thereof, together with a
redemption premium equal to (i) if Bonds are redeemed on or prior to September 2,
2014, 3% of the principal amount of the Bonds to be redeemed or (ii) if Bonds are
redeemed on or after March 2, 2015, without premium, in each case plus accrued
interest to the redemption date. The Trustee shall select 2005B Bonds and 2005A
Bonds to be redeemed in accordance with the Redemption Instructions (described
below) delivered pursuant to the Trust Agreement.

      Optional Redemption – 2005A Bonds. The 2005A Bonds maturing on or after
September 2, _____ shall be subject to optional redemption as a whole or in part on any
date on or after September 2, _____, at the option of the Issuer from any moneys
deposited in the Redemption Fund from any source for such purpose by the Issuer at a
redemption price equal to the principal amount thereof, [[[without premium,]]] plus
accrued interest to the redemption date.

       Optional Redemption – 2005B Bonds. The 2005B Bonds maturing on or after
September 2, _____ shall be subject to optional redemption as a whole or in part on any
date on or after September 2, _____, at the option of the Issuer from any moneys
deposited in the Redemption Fund from any source for such purpose by the Issuer at a
redemption price equal to the principal amount thereof, without premium, plus accrued
interest to the redemption date; provided, that the Issuer shall certify prior to such
redemption that, after giving effect to such redemption and any simultaneous
redemption of 2005A Bonds, the total principal amount of Local Obligations remaining
outstanding shall be equal to or greater than the total principal amount of Series 2005A
Bonds remaining Outstanding.

       Mandatory Redemption – 2005A Bonds. The 2005A Bonds maturing on
September 2, _____ and September 2, _____, are also subject to mandatory
redemption in part by lot on September 2 in each year commencing September 2,
_____ and September 2, _____, respectively, at the principal amount thereof plus
accrued interest thereon to the date fixed for redemption in accordance with the
following schedule:




                                           9
                              Term 2005A Bonds of 2024

                           Year
                       (September 2)                  Amount




                              Term 2005A Bonds of 2029

                           Year
                       (September 2)                  Amount




        Mandatory Redemption – 2005B Bonds. The 2005B Bonds maturing on
September 2, ______ are also subject to mandatory redemption in part by lot on
September 2 in each year commencing September 2, ______, at the principal amount
thereof plus accrued interest thereon to the date fixed for redemption in accordance with
the following schedule:

                              Term 2005B Bonds of 2025

                           Year
                       (September 2)                  Amount




       In the event that 2005 Bonds subject to the above mandatory redemption are
redeemed in part prior to their stated maturity date from any moneys other than
Principal Installments, the remaining Principal Installments for such 2005 Bonds shall be
reduced proportionately in each year remaining until and including the final maturity
date of such 2005 Bonds.

       Notice of Redemption. In the case of any redemption of Bonds, the Trustee
shall determine that it has in the Funds maintained pursuant to the Trust Agreement and
available therefor sufficient moneys on hand to pay the principal of, the interest on, and
the redemption premium, if any, to make any such redemption. Subject to receipt of the
Written Order of the Issuer, if sufficient moneys are available for such redemption, the
Trustee shall give notice, as hereinafter in this section provided, that Bonds, identified
by CUSIP numbers, serial numbers, Series and maturity date, have been called for


                                           10
redemption and, in the case of 2005 Bonds to be redeemed in part only, the portion of
the principal amount thereof that has been called for redemption (or if all the
Outstanding Bonds are to be redeemed, so stating, in which event such serial numbers
may be omitted), that they will be due and payable on the date fixed for redemption
(specifying such date) upon surrender thereof at the Corporate Trust Office, at the
redemption price (specifying such price), together with any accrued interest to such
date, and that all interest on the Bonds, or portions thereof, so to be redeemed will
cease to accrue on and after such date and that from and after such date such Bond or
such portion shall no longer be entitled to any lien, benefit or security under the Trust
Agreement, and the Owner thereof shall have no rights in respect of such redeemed
Bond or such portion except to receive payment from such moneys of such redemption
price plus accrued interest to the date fixed for redemption. Such notice shall be mailed
by first class mail, in a sealed envelope, postage prepaid, at least thirty (30) but not
more than sixty (60) days before the date fixed for redemption, to the Information
Services and to the Owners of such Bonds, or portions thereof, so called for
redemption, at their respective addresses as the same shall last appear on the Bond
Register. Such notice may specify that it is conditional upon the receipt of funds to pay
the redemption price of the Bonds to be redeemed on or prior to the redemption date
and that if such funds are not available, the redemption will be canceled and such
Bonds shall remain Outstanding.

        Redemption Instructions. In the event a portion, but not all, of the Outstanding
Bonds are to be redeemed pursuant to extraordinary redemption or optional
redemption, the Trustee shall select the amounts and maturities of Bonds for
redemption in accordance with a Written Order of the Issuer. Upon any prepayment of
a Local Obligation or a determination to optionally redeem Bonds, the Local Agency and
the Issuer shall deliver to the Trustee at least forty-five (45) days prior to the redemption
date the following: (i) designation of the maturities, Series and amounts of Bonds to be
redeemed; provided, that the 2005A Bonds and the 2005B Bonds shall be redeemed
pro rata (as nearly as possible given minimum authorized denominations) in proportion
to the total principal amount Outstanding of each such Series at the time of redemption;
(ii) designation of the reduction, if any, in the 2005A Reserve Requirement and/or the
2005B Reserve Requirement required pursuant to a Cash Flow Certificate (described
below) resulting from such redemption, (iii) the Deficit Bond Amount resulting from the
reduction and the cumulative Deficit Bond Amount, if different; and (iv) a certification to
the effect that after giving effect to this redemption, the total principal amount of
outstanding Local Obligations will be equal to or greater than the total principal amount
of Outstanding 2005A Bonds. The “Deficit Bond Amount” is an amount of Bonds equal
to the difference between: (a) the Required Redemption Amount and (ii) the amount of
Bonds which are redeemed from amount deposited in the Redemption Fund from
Property Owner Prepayments and from Deficit Share Payments. The Cash Flow
Certificate is required to certify that the anticipated or scheduled Revenues to be
received from the Local Obligations will be sufficient in time and amount (together with
funds then held under the Trust Agreement representing payments under the Local
Obligations and available therefore, but excluding amounts on deposit in the Reserve
Funds or earnings thereon) to make all remaining scheduled Principal Installments with



                                             11
respect to, and interest on, the Outstanding Bonds after such redemptions. The Cash
Flow Certificate shall indicate the amount, if any, on deposit in the 2005B Reserve Fund
which shall be transferred to the Redemption Fund to redeem Bonds as provided in the
Trust Agreement. For purposes of the Local Obligation Resolution, the amount funded
in cash in the 2005B Reserve Fund, less the amount, if any, necessary to pay any
Deficit Amount in connection with such redemption, shall be the amount available to
transfer to the Redemption Fund. The Cash Flow Certificate shall specify the Deficit
Bond Amount, if any, resulting from such redemption (and if there is at the time of
delivery of such Cash Flow Certificate an outstanding Deficit Amount, the Cash Flow
Certificate shall specify the cumulative Deficit Bond Amount). The Cash Flow Certificate
shall indicate the amount which must be withdrawn from the 2005B Reserve Fund to
redeem a portion of the Bonds pursuant to the reduced amount of the 2005B Reserve
Requirement, provided that such withdrawal shall not result in any reduction in the
proportional relationship between principal and interest remaining due on the Local
Obligations and principal and interest remaining due on the Bonds as existed prior to
such redemption.

       Selection of Bonds for Redemption. Whenever less than all the Outstanding
2005 Bonds of any one Series and maturity are to be redeemed on any one date, the
Trustee shall select the particular Bonds to be redeemed by lot and in selecting the
2005A Bonds and 2005B Bonds for redemption the Trustee shall treat each 2005A
Bond of a denomination of more than $5,000 and each 2005B Bond of a denomination
of more than $1,000 as representing that number of respective 2005A or 2005B Bonds
of $5,000 or $1,000 denomination which is obtained by dividing the principal amount of
such Bond by $5,000 or $1,000, and the portion of any Bond of a denomination of more
than $5,000 or $1,000 to be redeemed shall be redeemed in an Authorized
Denomination. The Trustee shall promptly notify the Issuer in writing of the numbers of
the Bonds so selected for redemption in whole or in part on such date.

       Payment of Redeemed Bonds. Bonds or portions thereof called for redemption
shall be due and payable on the date fixed for redemption at the redemption price
thereof, together with accrued interest to the date fixed for redemption, upon
presentation and surrender of the Bonds to be redeemed at the office specified in the
notice of redemption. If there shall be called for redemption less than the full principal
amount of a Bond, the Issuer shall execute and deliver and the Trustee shall
authenticate, upon surrender of such Bond, and without charge to the Owner thereof,
Bonds of like interest rate and maturity in an aggregate principal amount equal to the
unredeemed portion of the principal amount of the Bonds so surrendered in such
Authorized Denominations as shall be specified by the Owner. If any Bond or any
portion thereof shall have been duly called for redemption and payment of the
redemption price, together with unpaid interest accrued to the date fixed for redemption,
shall have been made or provided for by the Issuer, then interest on such Bond or such
portion shall cease to accrue from such date, and from and after such date such Bond
or such portion shall no longer be entitled to any lien, benefit or security under the Trust
Agreement, and the Owner thereof shall have no rights in respect of such Bond or such




                                            12
portion except to receive payment of such redemption price, and unpaid interest
accrued to the date fixed for redemption.

       Purchase in Lieu of Redemption. In lieu of redemption of any Bond, amounts
on deposit in the Proceeds Fund, the Principal Funds or in the Redemption Fund may
also be used and withdrawn by the Trustee at any time prior to selection of Bonds for
redemption having taken place with respect to such amounts, upon a written order from
the Issuer for the purchase of such Bonds at public or private sale as and when and at
such prices (including brokerage and other charges, but excluding accrued interest,
which is payable from the respective Interest Fund) as the Issuer may in its discretion
determine, but not in excess of the redemption price thereof plus accrued interest to the
purchase date.




                                           13
                       ESTIMATED SOURCES AND USES OF FUNDS

        The proceeds from the sale of the 2005 Bonds are estimated to be disbursed as
set forth below:

          Sources:
                Principal Amount of 2005 Bonds
                Less: Net Original Issue Discount
                Available From Prior Bonds
                       Total Sources

          Uses:
                  Payment of Prior Bonds
                  Deposit to 2005B Reserve Fund
                  Deposit to Expense Fund(1)
                       Total Uses

          (1) Expenses include legal fees, printing costs, rating agency fees, Underwriter’s
              discount, bond insurance premium and reserve surety premium (as to the 2005A
              Bonds only) and other miscellaneous expenses.




                                                   14
               DEBT SERVICE SCHEDULE AND COVERAGE TABLE

      The scheduled payment of principal and interest on the 2005 Bonds reflects the
aggregate maturities and interest payments on the underlying Local Obligations. The
debt service schedule for the 2005 Bonds is shown below.

                  BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
                        Infrastructure Revenue Refunding Bonds
                      Series 2005 A and Subordinated 2005B Bonds
                                 ANNUAL DEBT SERVICE

   Year      Series        Series        Series         Series           Series
  Ending     2005A         2005A         2005B          2005B          2005A & B
 (Sept 2)   Principal     Interest      Principal      Interest          Total




                                          15
       The following table shows the debt service coverage for the 2005A Bonds and for
the 2005A Bonds and 2005B Bonds combined, based on scheduled payments of
principal and interest on the Local Obligations.

                    BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY
                          Infrastructure Revenue Refunding Bonds
                        Series 2005 A and Subordinated 2005B Bonds
                                 DEBT SERVICE COVERAGE

                   Local          Senior       Series    Subordinate    Total 2005
    Date         Obligations   Series 2005A    2005A     Series 2005B   Bonds Debt    Overall
(September 2)   Debt Service      Bonds       Coverage      Bonds         Service    Coverage




                                               16
        SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR

Limited Obligation

         The 2005A Bonds are secured by a lien on and pledge of (i) Revenues, as
hereinafter defined, (ii) amounts held by the Trustee in the 2005A Reserve Fund, and
(iii) investment income with respect to any moneys held by the Trustee in the funds
related to the 2005A Bonds (other than the Rebate Fund). Revenues (as more
particularly defined below) consist primarily of payments made under the Local
Obligations. The 2005B Bonds are secured by a lien on and pledge of Revenues
subordinate to the pledge and lien for payment of the 2005A Bonds, by proceeds of
2005B Bonds held by the Trustee in the 2005B Reserve Fund, and (iii) investment
income with respect to any moneys held by the Trustee in the funds related to the
2005B Bonds (other than the Rebate Fund). Revenues (as more particularly defined
below) consist primarily of payments made under the Local Obligations.

        The Local Obligations are a limited obligation of the City and secured by an
irrevocable pledge of certain revenues of the City, consisting primarily of monies
received by the City as payment of assessments levied against property within the
District which secures such Local Obligations. Scheduled payments under the Local
Obligations are sufficient to provide the Authority with money to pay the principal of,
premium, if any, and interest on the Bonds when due, except during an initial period in
the event of a prepayment of all or substantially all of the Local Obligations. See
"SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR - Non-
Asset Bonds.”.

All obligations of the Authority under the Trust Agreement and the Bonds are special obligations
of the Authority, payable solely from and secured by Revenues and the amounts in the funds
established by the Trust Agreement (except amounts in the Rebate Fund). All obligations of the
City under the Local Obligation Resolution are not general obligations of the City, but are limited
obligations, payable solely from the assessments and the funds pledged therefor under the
Local Obligation Resolution. Neither the faith and credit of the City nor of the State of California
(the "State") or any political subdivision thereof is pledged to the payment of the Local
Obligations.

       The Local Obligations are payable solely from and secured solely by the
assessments and the amounts in the Redemption Fund created with respect to the
Local Obligations (the "Local Obligation Redemption Fund") under the Local
Obligation Resolution. The City is not obligated to advance available surplus funds from
the City treasury to cure any deficiency in the Local Obligation Redemption Fund,
provided, however, the City is not prevented, in its sole discretion, from so advancing
funds.
            The Bonds are special limited obligations of the Issuer, payable from the Trust Estate described in the Trust Agreement
and secured as to the payment of the principal of and the redemption premiums, if any, and the interest on in accordance with their
terms and the terms of the Trust Agreement, solely by the Trust Estate. The Bonds shall not constitute a charge against the general
credit of the Issuer or any of its members, and under no circumstances shall the Issuer be obligated to pay principal of or
redemption premiums, if any, or interest on the Bonds except from the Trust Estate. Neither the State nor any public agency (other
than the Issuer) nor any member of the Issuer is obligated to pay the principal of or redemption premiums, if any, or interest on the




                                                                17
Bonds, and neither the faith and credit nor the taxing power of the State or any public agency thereof or any member of the Issuer is
pledged to the payment of the principal of or redemption premiums, if any, or interest on the Bonds. The payment of the principal of
or redemption premiums, if any, or interest on, the Bonds does not constitute a debt, liability or obligation of the State or any public
agency (other than the Issuer) or any member of the Issuer.


Revenues

       The 2005A Bonds are secured by a lien on and pledge of Revenues made in the
Trust Agreement and the 2005B Bonds are secured by a lien on and pledge of such
Revenues on a subordinate basis to the pledge and lien for payment of the 2005A
Bonds.

          Under the Trust Agreement:

       "Revenues" means (i) Local Obligation Revenues and all other amounts
received by the Trustee as the payment of interest or premiums on, or the equivalent
thereof, and the payment or return of principal of, or the equivalent thereof, all Local
Obligations, whether as a result of scheduled payments or Property Owner
Prepayments or remedial proceedings taken in the event of a default thereon, (ii) all
investment earnings on any moneys held in the Funds or accounts established under
the Trust Agreement, except the Rebate Fund, and (iii) Deficit Share Payments (defined
below under the caption "Payment of the Local Obligations - Non-Asset Bonds").

       "Local Obligations Revenues" means all moneys collected and received by the
City on account of unpaid assessments, reassessments, or special taxes securing the
Local Obligations including amounts collected in the normal course via the County
property tax roll and thereafter remitted to the City, Property Owner Prepayments, and
amounts received by the City as a result of superior court foreclosure proceedings
brought to enforce payment of delinquent installments, but excluding therefrom any
amounts explicitly included therein on account of collection charges, administrative cost
charges, or attorneys fees and costs paid as a result of foreclosure actions; and

         "Property Owner Prepayments" means that portion of Revenues which are
initially paid to the City by or on behalf of a property owner to accomplish pay-off and
discharge of a lien securing Local Obligations (except the portion, if any, of such
Revenues which represents accrued interest on the Local Obligations) and which are
thereafter transmitted by the City to the Trustee, as assignee of the Issuer with respect
to the Local Obligations, for deposit in the Redemption Fund for application in
accordance with the provisions of the Trust Agreement.

       Under the Trust Agreement, all of the Revenues and the amounts in the Funds
established by the Trust Agreement (except amounts in the Rebate Fund) are pledged
by the Issuer first to secure the payment of the principal of and interest on the 2005A
Bonds, and after such payment has been made or provided for, to secure the payment
of the principal of and interest on the 2005B Bonds, all in accordance with their terms
and the provisions of the Trust Agreement. Said pledge constitutes a lien on and
security interest in the Revenues upon the physical delivery thereof. In the Trust
Agreement, the Issuer transfers in trust and assigns to the Trustee, for the benefit of the


                                                                  18
Owners from time to time of the Bonds, all of the Revenues and all of the right, title and
interest of the Issuer in the Local Obligations, if any. The Trustee shall be entitled to
and shall collect and receive all of the Revenues, and any Revenues collected or
received by the Issuer shall be deemed to be held, and to have been collected or
received, by the Issuer and shall forthwith be paid by the Issuer to the Trustee. The
Trustee also is entitled to and may take all steps, actions and proceedings reasonably
necessary in its judgment to enforce, either jointly with the Issuer or separately, all of
the rights of the Issuer and all of the obligations of the City under and with respect to the
Local Obligations.

       In the Trust Agreement, the City expressly acknowledges that, pursuant to the
Local Obligation Statute and the Local Obligation Resolution, the City is legally
obligated to establish and maintain a separate redemption fund for the Local Obligations
(the "Local Obligation Redemption Fund") and, so long as any part of the Local
Obligations remain outstanding, to deposit into the Local Obligation Redemption Fund,
upon receipt, any and all Local Obligation Revenues received by the City. The City
further acknowledges in the Trust Agreement that, pursuant to the Local Obligation
Statute and the resolution under which the Local Obligations were issued, no temporary
loan or other use whatsoever may be made of the Local Obligation Revenues, and the
Local Obligation Redemption Fund constitutes a trust fund for the benefit of the owners
of the Local Obligations and the City covenants for the benefit of the Issuer, as owner of
the Local Obligations, the Trustee, as assignee of the Issuer with respect to the Local
Obligations, and the Owners from time to time of the Bonds, that it will establish,
maintain and administer the Local Obligation Redemption Fund and the Local
Obligation Revenues as trust funds as prescribed by the Local Obligation Statute, the
resolution under which the Local Obligations were issued, and the Trust Agreement.

        No later than ten Business Days prior to each Interest Payment Date and
Principal Payment Date on the Bonds, the City will advance to the Trustee against
payment on the Local Obligations, the interest due on the Local Obligations on such
Interest Payment Date and the principal of all Local Obligations maturing on such
Principal Payment Date, respectively, and upon receipt by the Trustee, such amounts
shall constitute Revenues. All Revenues, other than Revenues derived from Property
Owner Prepayments (which shall be deposited in the Redemption Fund and
administered in accordance with the Trust Agreement), received by the Trustee shall be
deposited by the Trustee into the Revenue Fund. Not later than five (5) Business Days
prior to each Interest Payment Date and Principal Payment Date on the Bonds, the
Trustee shall transfer Revenues from the Revenue Fund, in the amounts specified in
the Trust Agreement, for deposit into the Interest Funds, Principal Funds, Reserve
Funds and Expense Fund in the order of priority set forth therein. Any amount
remaining in the Revenue Fund after making such deposits shall be transferred to the
City.

THE 2005B BONDS ARE SECURED BY A SUBORDINATED PLEDGE OF
REVENUES AND OWNERSHIP OF THE 2005B BONDS IS SUBJECT TO A
SIGNIFICANT DEGREE OF RISK. IN ADDITION, UNCOLLECTED ASSESSMENT



                                             19
INSTALLMENTS WILL FIRST CAUSE A REDUCTION IN THE AMOUNT OF
SUBORDINATED REVENUES AVAILABLE FOR PAYMENT OF THE 2005B BONDS
PRIOR TO CAUSING A REDUCTION IN THE AMOUNT OF REVENUES AVAILABLE
FOR PAYMENT OF THE 2005A BONDS. ACCORDINGLY, THERE MAY BE A
LIMITED TRADING MARKET FOR THESE 2005B BONDS. POTENTIAL INVESTORS
ARE ADVISED TO CAREFULLY READ "BONDOWNERS' RISKS" HEREIN.

Payment of the Local Obligations

      Payments Under the Local Obligations. The Local Obligations are issued
upon and are secured by the assessments levied against property in the District,
together with interest thereon and such unpaid assessments together with interest
thereon constitute a trust fund for the redemption and payment of the principal of the
Local Obligations and the interest thereon. All the Local Obligations are secured by the
monies in the Local Obligation Redemption Fund created pursuant to the assessment
proceedings and by the assessments levied. Principal of and interest on the Local
Obligations are payable exclusively out of the Local Obligation Redemption Fund.

        Unpaid assessments do not constitute a personal indebtedness of the owners of
the parcels within the District and the owners have made no commitment to pay the
principal of or interest on the Bonds or to support payment of the Bonds in any manner.
In the event of delinquency, proceedings may be conducted only against the real
property securing the delinquent assessment. Thus, the value of the real property
within the District is a critical factor in determining the investment quality of the Bonds.
The unpaid assessments are not required to be paid upon sale of property within the
District. There is no assurance the owners shall be able to pay the assessment
installments or that they shall pay such installments even though financially able to do
so.

       The assessment installments will be collected and transferred by the County to the City
in approximately equal semi-annual installments, together with interest on the declining
balances, and are payable and become delinquent at the same time and in the same
proportionate amounts and bear the same proportionate penalties and interest after delinquency
as do general property taxes. The properties upon which the assessments were levied are
subject to the same provisions for sale and redemption as are properties for nonpayment of
general taxes.

        Neither the faith and credit nor the taxing power of the City, the County, the State
of California or any political subdivision thereof is pledged to the payment of the Local
Obligations.

Non-Asset Bonds

         Description of Non-Asset Bonds. The Issuer has determined that during an
initial period of time after the issuance of the Bonds, a prepayment of all or substantially
all of the Local Obligations could result in a shortfall in the amount available to the
Issuer to be used to redeem all of the then outstanding Bonds. The City has provided


                                             20
for coverage of such shortfall by agreeing in the Trust Agreement to make certain
payments as follows: (i) upon any optional redemption of 2005 Bonds as a result of
prepayments of any Local Obligations, a Cash Flow Certificate shall be delivered
pursuant to the Trust Agreement shall specify the amount of the "Deficit Bond
Amount" which is an amount of Bonds equal to the difference between: (A) the
"Required Redemption Amount" which is the product of (i) a fraction, the numerator
of which is the principal amount of the Property Owner Prepayments triggering such
redemption (excluding accrued interest, prepayment penalty and other charges) and the
denominator of which is the total amount of Local Obligations Outstanding immediately
prior to the Property Owner Prepayments and (ii) the total amount of Outstanding
Bonds, and (B) the amount of Bonds which are redeemed from amount deposited in the
Redemption Fund from Property Owner Prepayments and Deficit Share payments
(described below). For the initial amount of non-asset bonds, see "OWNERSHIP AND
VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Lien Ratios."

Payment of Deficit Bond Amount. As payment of the Deficit Bond Amount, if and
when due, the City may, at its option, transfer to the Trustee for deposit in the
Redemption Fund, from Legally Available Funds of the City, all or any portion of the
Deficit Bond Amount. If such transfer is made, the Cash Flow Certificate and
Redemption Instructions shall be revised to reflect such transfer. Any such transfer
shall be applied to the extraordinary redemption of Bonds pursuant to the provisions of
the Trust Agreement for extraordinary redemption. Until such time as the Deficit Bond
Amount is zero, the City shall pay to the Trustee, on or before March 2 and September
2 in each Bond Year, an amount equal to the portion of the Deficit Share related to the
debt service on the Bonds payable on each such date. If for any reasons said amount
equal to the portion of the Deficit Share is not paid, the City shall pay the Deficit Share
from any “Legally Available Funds” which are defined in the Trust Agreement as any
available funds in the City's Water or Wastewater Enterprise Funds, or the City's
roadway, water, wastewater, drainage, parks or trials fee accounts, or from any other
source of legally available funds appropriated by the City Council. Legally Available
Funds paid by the City are pledged (subject to any prior liens or encumbrances) to the
payment of the Deficit Share.

   Until such time as the Deficit Bond Amount is zero, the City shall pay to the Trustee,

   on or before March 2 and September 2 in each Bond Year, an amount equal to the

   portion of the Deficit Share related to the debt service on the Bonds payable on each

   such date. If for any reasons said amount equal to the portion of the Deficit Share is

   not paid, the City shall pay the Deficit Share from any Legally Available Funds which

   are hereby pledged (subject to any prior liens or encumbrances) to the payment of

   the Deficit Share.



                                            21
"Deficit Share" is defined in the Trust Agreement as, in each Bond Year, an amount
equal to (A) the product of (i) a fraction, the numerator of which is the Deficit Bond
Amount and the denominator of which is the total amount of Outstanding Bonds and
(ii) Annual Debt Service on the Bonds; provided, that the Deficit Share in any Bond Year
shall not be less than the difference between the principal of and interest on the Local
Obligations for such Bond Year and the Annual Debt Service for such Bond Year.



Reserve Funds

       Separate Reserve Funds. A separate reserve fund (the "20004A Reserve
Fund" and the "2005B Reserve Fund" and collectively, the "Reserve Funds") for
each Series is established by the Trust Agreement to be held by the Trustee in trust for
the benefit of the Authority and the Owners of the respective Series of Bonds. The
amount in each Reserve Fund shall be maintained at the "Reserve Requirement"
which is, as to each Series as of any date of calculation, the Maximum Annual Debt
Service on such Series of Bonds in the current or in any future Bond Year. Moneys in
each Reserve Fund may only be used for the particular Series of Bonds to which the
respective Reserve Fund relates.

2005A Reserve Fund Surety Agreement. The 2005A Bonds Reserve Requirement
will initially be met with the issuance of a reserve fund surety bond (the "Reserve
Surety") provided by Financial Security Assurance Inc. For information on the
provider, see the caption "SERIES 2005A BOND INSURANCE POLICY" below.

Use of 2005A Reserve Fund. Except as otherwise provided in the Trust Agreement, all
amounts available under the Reserve Surety and other moneys in the 2005A Reserve
Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the
interest on or the principal or the redemption premiums, if any, of, the 2005A Bonds; but
solely in the event that insufficient moneys are available in the 2005A Interest Fund, the
2005A Principal Fund, or the Redemption Fund for such purpose. Having first satisfied
the requirements of the Trust Agreement requiring deposits into the 2005A Interest
Fund and 2005A Principal Fund for payment of the 2005A Bonds, the Trustee shall next
deposit in the 2005A Reserve Fund an amount of Revenues which, together with the
amount of the Reserve Surety and any other amounts on deposit in the 2005A Reserve
Fund, equal the 2005A Reserve Requirement. Such amounts shall be applied in the
following order of priority: first, to reimburse the Bond insurer pursuant to the Reserve
Surety Agreement for any principal draws on the Reserve Surety, provided, that such
reimbursement shall result in reinstatement of the Reserve Surety in the amount of such
reimbursement; second, to add to the amount of cash on deposit in the 2005A Reserve
Fund such that the amount of such cash, plus the amount available under the Reserve
Surety, is equal to the 2005A Reserve Requirement; and third to the payment of any
other amounts owing to the Bond insurer pursuant to the Reserve Surety Agreement.




                                           22
Upon any partial redemption of 2005A Bonds, the Trustee shall withdraw an amount
from the 2005A Reserve Fund equal to the reduction in the 2005A Reserve
Requirement specified in the Written Order of the Issuer delivered in connection with
such redemption and transfer such amount to the Redemption Fund; provided, that
such withdrawal, if any, shall not exceed the amount of cash on deposit in the 2005A
Reserve Fund. In the event of a redemption of Local Obligations resulting from a
Property Owner Prepayment, the Trustee shall transfer to the Redemption Fund from
any cash on deposit in the 2005A Reserve Fund an amount equal to the amount
specified in such Written Order. The 2005A Reserve Requirement shall be reduced by
the amount of such transfer. The Trustee shall notify the City of such amounts to be
transferred. In no event shall the Reserve Surety be drawn upon to make any such
transfer.

        Use of 2005B Reserve Fund. Except as otherwise provided in the Trust Agreement, ,
all moneys in the 2005B Reserve Fund shall be used and withdrawn by the Trustee solely for
the purpose of paying the interest on or the principal or the redemption premiums, if any, of, the
2005B Bonds; but solely in the event that insufficient moneys are available in the 2005B Interest
Fund, the 2005B Principal Fund, or the Redemption Fund for such purpose. Having first
satisfied the requirements under the Trust Agreement for the use of Revenues for deposit into
the 2005A Principal Fund, 2005A Interest Fund, 2005A Reserve Fund, as well as the 2005B
Principal Fund and 2005B Interest Fund, the Trustee shall next deposit in the 2005B Reserve
Fund an amount of Revenues which, together with any amounts on deposit in the 2005B
Reserve Fund, equal the 2005B Reserve Requirement.

        Upon any partial redemption of 2005B Bonds, the Trustee shall withdraw an amount
from the 2005B Reserve Fund equal to the reduction in the 2005B Reserve Requirement
specified in the Written Order of the Issuer and transfer such amount to the Redemption Fund;
provided, that such withdrawal, if any, shall not exceed the amount of cash on deposit in the
2005B Reserve Fund. In the event of a redemption of Local Obligations resulting from a
Property Owner Prepayment, the Trustee shall transfer to the Redemption Fund from any cash
on deposit in the 2005B Reserve Fund an amount equal to the amount specified in such Written
Order. The 2005B Reserve Requirement shall be reduced by the amount of such transfer. The
Trustee shall notify the City of such amounts to be transferred.

On or before each February 15 and August 15 the Trustee shall withdraw from the
2005B Reserve Fund and transfer to the Redemption Fund an amount (not exceeding
the positive difference, if any, between the amount on deposit in the 2005B Reserve
Fund and the 2005B Reserve Requirement) equal to the Deficit Bond Amount as
specified in the most recent Written Order delivered to the Trustee pursuant to the Trust
Agreement and shall apply the amount so transferred to the redemption of Bonds on the
next succeeding March 2 or September 2, as the case may be.

THE ISSUER AND THE CITY HAVE NO OBLIGATION TO REPLENISH THE
RESERVE FUNDS EXCEPT TO THE EXTENT THAT DELINQUENT ASSESSMENTS
ARE PAID OR PROCEEDS FROM FORECLOSURE SALES ARE REALIZED.

Priority of Lien




                                               23
        The assessments and each installment thereof and any interest and penalties
thereon constitute a lien against the parcels on which they were imposed until the same
are paid. Such lien is subordinate to all fixed special assessment liens previously
imposed upon the same property, but has priority over all private liens and over all fixed
special assessment liens which may thereafter be created against the property. Such
lien is co-equal to and independent of the lien for general taxes and any lien imposed
under the Mello-Roos Community Facilities Act of 1982, as amended.

       There are currently no other bonded assessment liens or special taxes on any of
the property within the District.

Limited Obligation Upon Delinquency

     ALL OBLIGATIONS OF THE ISSUER UNDER THE TRUST AGREEMENT AND
THE BONDS ARE SPECIAL OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY
FROM AND SECURED BY REVENUES AND THE AMOUNTS IN THE RESERVE
FUND. THE LOCAL OBLIGATIONS ARE LIMITED OBLIGATION IMPROVEMENT
BONDS UNDER SECTION 8769 OF THE LOCAL OBLIGATION STATUTE AND ARE
PAYABLE SOLELY FROM AND ARE SECURED SOLELY BY THE ASSESSMENTS
AND THE AMOUNTS IN THE LOCAL OBLIGATION REDEMPTION FUND.

      THE ISSUER AND THE CITY HAVE NO OBLIGATION TO ADVANCE MONIES
TO PAY BOND DEBT SERVICE IN THE EVENT OF DELINQUENT ASSESSMENT
INSTALLMENTS. BONDOWNERS SHOULD NOT RELY UPON THE CITY TO
ADVANCE MONIES TO THE LOCAL OBLIGATION REDEMPTION FUND.
NOTWITHSTANDING THE FOREGOING, THE CITY MAY, AT ITS SOLE OPTION
AND IN ITS SOLE DISCRETION ELECT TO ADVANCE AVAILABLE SURPLUS
FUNDS OF THE CITY TO PAY FOR ANY DELINQUENT INSTALLMENTS PENDING
SALE, REINSTATEMENT, OR REDEMPTION OF ANY DELINQUENT PROPERTY.

Collection of Assessments

        Pursuant to the Act and the Local Obligation Statute, installments of principal and
interest sufficient to meet annual debt service on the Local Obligations will be billed by
the County to the owner of each parcel within the District and against which there are
assessments. Upon receipt by the County and transferral to the City, assessment
installments are to be deposited into the Local Obligation Redemption Fund, which shall
be held by the City and used to pay principal and interest payments on the Local
Obligations as they become due. The assessment installments billed against each
parcel each year represent pro rata shares of the total principal and interest coming due
that year, based on the percentage which the assessment against that parcel bears to
the total of assessments in connection with the financing. Pursuant to the Local
Obligation Resolution, payment of the principal of and interest on the Local Obligations
is secured by moneys in the Local Obligation Redemption Fund. Moneys in the Local
Obligation Redemption Fund will be available to the Trustee for payment of principal of
and interest on the Bonds.



                                            24
       The City has no obligation to advance funds to the Local Obligation Redemption
Fund except to the extent that delinquent assessments are paid or proceeds from
foreclosure sales are realized. As described above under the caption "Payment of the
Local Obligations - Non-Asset Bonds,” the City has a limited obligation to advance
Legally Available Funds to pay the Deficit Share, if any. Additionally, the City has
covenanted to cause the institution of judicial foreclosure proceedings following a
delinquency, and thereafter to diligently cause prosecution to completion of such
foreclosure proceedings upon the lien of delinquent unpaid assessments as set forth
herein. See "Covenant to Commence Superior Court Foreclosure" below. The City is
not required to bid at the foreclosure sale. The Bonds are a limited obligation of the
Issuer and the Issuer has no obligation to advance funds to pay the Bonds, except as
provided in the Trust Agreement.

Contra Costa County Tax Loss Reserve

        The County and its subsidiary political subdivisions operate under the provisions
of Sections 4701 through 4717, inclusive, of the Revenue and Taxation Code of the
State of California, commonly referred to as the "Teeter Plan," with respect to property
tax collection and disbursement procedures. These sections provide an alternative
method of apportioning secured taxes whereby agencies levying taxes through the
County tax roll may receive from the County 100% of their taxes at the time they are
levied. The County treasury's cash position (from taxes) is insured by a special tax
losses reserve fund (the "Tax Losses Reserve Fund") accumulated from delinquent
penalties. Pursuant to the Teeter Plan, each taxing entity in the County may draw on
the amount of uncollected taxes and assessments credited to its fund, in the same
manner as if the amount credited had been collected. The tax losses reserve fund is
used exclusively to cover losses occurring in the amount of tax liens as a result of sales
of tax-defaulted property. Monies in this fund are derived from delinquent tax penalty
collections.

       This method of apportioning taxes extends to all assessments collected on the
County tax roll. Although a local agency currently receives the total levy for its special
assessments without regard to actual collections, the basic legal liability for assessment
deficiencies at all times remains with the sponsoring agency and, therefore, the
alternative method of tax apportionment only assists the agency in the current financing
of the maturing debt service requirements.

        The Board of Supervisors may discontinue the procedures under the Teeter Plan
altogether, or with respect to any tax or assessment levying agency in the County, if the rate of
secured tax and assessment delinquency in that agency in any year exceeds 3% of the total of
all taxes and assessments levied on the secured rolls for that agency.

       The assessment installments with respect to the Local Obligations are expected
to be collected pursuant to the procedures described above. Thus, so long as the
County maintains its policy of collecting Assessments pursuant to said procedures and
the City meets the Teeter Plan requirements, the City will receive 100% of the annual
assessment installments levied without regard to actual collections in the District. There


                                               25
is no assurance, however, that the County Board of Supervisors will maintain its policy
of apportioning assessments pursuant to the aforementioned procedures. Additionally,
in the event of continued default on payment of an assessment, the assessment is often
removed from the tax roll for collection proceedings by the City and upon such removal
the Teeter Plan no longer is applicable to such parcel.

Covenant to Commence Superior Court Foreclosure

         The Local Obligation Statute provides that in the event any assessment or
installment thereof or any interest thereon is not paid when due, the City may order the
institution of a court action to foreclose the lien of the unpaid assessment and acquire
title to the parcel to which the delinquency relates. In such an action, the real property
subject to the unpaid assessment may be sold at judicial foreclosure sale. This
foreclosure sale procedure is not mandatory, however, the City has covenanted in the
Local Obligation Resolution that, in the event any assessment, or installment thereof,
including any interest thereon, is not paid when due, it will order and cause to be
commenced within one hundred fifty (150) days following the date of such delinquency,
and thereafter diligently prosecute, judicial foreclosure proceedings upon the parcel to
which such delinquent assessment or installment thereof and interest thereon relates,
which foreclosure proceedings shall be commenced and prosecuted without regard to
available surplus funds of the City; provided, that the City shall not be required to
commence or prosecute any such foreclosure action so long as (i) the City, in its sole
discretion, advances funds to the applicable Local Obligation Redemption Fund
sufficient in both time and amount to pay when due scheduled principal of and interest
on the Bonds and (ii) the amounts on deposit in the Reserve Fund held under the Trust
Agreement are equal to the Reserve Requirement (as defined in the Trust Agreement).
Pursuant to Section 8831 of the Streets and Highways Code, the City shall be entitled to
reasonable attorney's fees from the proceeds of any foreclosure sale.

         Prior to July 1, 1983, the statutory right of redemption from such a judicial foreclosure
sale was limited to a period of one year from the date of sale. Legislation effective July 1, 1983
amended this statutory right of redemption to provide that before notice of sale of the foreclosed
parcel can be given following court judgment of foreclosure, a redemption period of 120 days
must elapse. Furthermore, if the purchaser at the sale is the judgment creditor (here, the City)
an action may be commenced by the delinquent property owner within six months after the date
of sale to set aside such sale. The constitutionality of the aforementioned legislation which
repeals the one-year redemption period has not been tested and there can be no assurance
that, if tested, such legislation will be upheld. In the event such Superior Court foreclosure or
foreclosures are necessary, there may be a delay in payments to Owners pending prosecution
of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale; it
is also possible that no bid for the purchase of the applicable property would be received at the
foreclosure sale. See also "BONDOWNERS' RISKS - Bankruptcy and Foreclosure" and "-
Collection of the Assessment" herein.




                                               26
No Additional Bonds

       The Trust Agreement does not authorize the issuance of any additional bonds
payable from or secured by a lien and charge upon the Revenues equal to and on a
parity with the lien and charge securing the 2005 Bonds.

Refunding Bonds

      In the Trust Agreement, the City covenants that it will not cause any Local
Obligation to be refunded (in whole or in part) unless the refunding bonds issued to
accomplish such refunding are Additional Local Obligations to be acquired by the
Authority pursuant to the Trust Agreement.


                            SERIES 2005A BOND INSURANCE POLICY




                                   [to come, as appropriate]




                THE CAPITAL IMPROVEMENT FINANCING PROGRAM

        The District was formed in connection with the implementation of the City's Capital
Improvement Financing Program 2002-1, which was adopted by the City on August 13, 2002
and was the City's fifth major such program. CIFP 2002-1 was designed to determine and plan
the financing of major regional infrastructure improvements required to accommodate the then-
impending development of major residential communities within the within the District. The City
caused the preparation of a CIFP 2002-1 Report dated August 13, 2002 which evaluated and
established the need for specific infrastructure improvements that would be required by the
development of the then-anticipated subdivisions within the City and suggested various
methods of payment for the facilities. The Local Obligations were issued to finance a portion of
the infrastructure improvements identified in the CIFP Report.

       Capital Improvement Financing Programs in General. Generally, a capital
improvement financing program is the primary tool which sets forth the listing of the
major regional infrastructure improvements necessary to accommodate pending growth.
As a community grows, the infrastructure servicing the community needs to grow also.
Many times the existing infrastructure facilities have the necessary capacity to
accommodate the current population but the addition of new development cannot be


                                              27
accepted by the existing facilities. Typically, as development occurs, the subdivider is
conditioned to make certain improvement to the infrastructure to deal with the impacts
that the subdivision generates. Most of the facilities that a developer constructs are
specifically needed by the subdivision to sustain only that development such as in-tract
streets, sewer, water and storm drainage. Traffic impacts assigned to the development
can necessitate off-tract construction of signals and intersections and are assumed to
be subdivision specific items directly related to the growth induced by the development.
Major infrastructure needed to accommodate growth such as expanding sewer
treatment plant capacity, water storage and distribution, and regional circulation
improvements are a result of the added development, however the individual
developments, on their own, cannot shoulder the burden to incrementally add to the
major infrastructure. Mechanisms have been developed to encourage developers to
band together to seek out alternatives for providing the needed upgrading of existing
city infrastructure as well as those new facilities that are necessary as growth occurs in
the various subdivisions. A capital improvement financing program is the foremost
method of assuring that the needed infrastructure will be in place when development
occurs and new people move into the community.

        By combining the needs of multiple developments based upon the number of
units to be constructed a financial base for the payment of fees for the construction of
the major regional infrastructure is established and thus a method of repayment of
bonds is also established. A capital improvement financing program in itself does
nothing more than set forth the details of the improvements to be constructed, the
responsibilities of the various entities involved with providing the facilities and the
amount of cost attributable to each residential unit in the various subdivisions. The
financing tool is often an assessment district which effectively encumbers the properties
(individual residential units) on a proportionate share basis for the security of the bond
repayment.

       The Improvements Financed with Local Obligations. Proceeds of the Local
Obligations were used to fund a portion of the CIFP 2002-1 Construction Improvements,
as shown in Engineer's Report prepared by the City Engineer, as the engineer of work
under the proceedings for levying assessments in the District. The improvements
consisted generally of roadway improvements, sewer, water and storm drain facilities
and related public infrastructure of benefit to property within the District. All of the
improvements financed with proceeds of the Local Obligations have been completed.


                              THE ASSESSMENT DISTRICT

       The District is located in areas of new home developments within the City. The
area in the vicinity of the District generally consists of areas in transition from rural land
to recently built homes. Like much of the City, the District is part of an area which had
previously been used for agricultural or grazing purposes and has become interspersed
residential development over the last several years. Residential development continues




                                             28
to be strong in the City and homebuilders currently offer new homes for sale in several
subdivisions in and outside of the District.

The District comprises several non-contiguous parcels located in various areas of the
City. The properties have frontage along either interior streets or major thoroughfares,
including Lone Tree Way, Fairview Avenue, Sand Creek Road, Minnesota Avenue and
Sycamore Avenue, and are accessible from three major thoroughfares: Lone Tree Way,
Fairview Avenue and Brentwood Avenue (State Highway 4). As part of the
improvements funded with Prior Bond proceeds, significant offsite improvements,
including widening Lone Tree Way from two lanes to six lanes, were completed.
Fairview Avenue was reconstructed (realigned), which included reconstruction and
widening of Fairview Avenue along the Sterling Preserve residential project, which is
located at the northeast corner of Fairview and Minnesota Avenues.

At the time of District formation in 2002, land within the District was characterized by two
distinct components: a commercial component, which comprises approximately 45 acres
(17 of which comprises church property), and a residential component, which incorporates
917 proposed single-family residential lots on approximately 294 acres. Combined, the
two components yield a total District land area subject to the Assessment of approximately
339 acres. Substantial development in the District has occurred, as summarized below,
since formation of the District in 2002. Property in the District is not subject to any
Development Agreements and ultimate development and land uses of the properties
vary from what is currently projected for the remaining undeveloped land.

        Land in the District is comprised of 806 Assessor’s Parcels as of the 2004-05 tax
roll, 287 of which are shown on the tax roll as developed with a single family residence,
however a total of 920 single family lots in the District (all that are planned for the
District) are currently the subject of approved final or tentative subdivision maps and, in
addition to the 287 homes shown on the tax roll, another 346 homes have been
completed. Development in the District is ongoing. The development status of the
parcels on the tax roll is summarized as follows:

                                                                                                  Percent of
                                                                                                  Remaining
                                                                               Parcels           Assessments
              Finished Residential on the Roll                                    287                26.19%
              Finished Commercial on the Roll                                        2                9.38
              Sold Homes not on Roll                                              260                24.78
              Finished Homes (Appraiser Inspection)                                86                 7.75
              Finished Commercial (Appraiser Inspection)                             1                1.04
              Vacant Residential Under Construction (1)                           168                26.04
              Vacant Commercial                                                      2                4.83
                                                                                  806

                (1) Includes ______ parcels of vacant land with [tentative] map approval for _____ single family
               lots; parcel count does not correspond to total number of planned single family residences (920)
               because of this. See “Development in the District” below.




                                                               29
        Development in the District

            Property in the District subject to assessments for payment of the Local Obligations

            is planned for approximately 920 residential units, approximately 633 of which have

            been completed, as well as a small number of commercial use parcels as shown in

            the table above.


            The following table shows the Tentative and Final Maps that have been approved or

            are pending approval for various residential subdivisions in the District.




                                                                                   Tentative
                           Owner or                                      Number      Map        Final Map
Subdivision No.          Former Owner                Developer           of Lots   Approval     Approval
8424                 William Lyon Homes        William Lyon Homes         252       5/19/01       8/27/02
8469                 Centex                    Centex                     137       12/4/01      12/10/02
8281                 Martin/Pierce             Warmington Homes            61       7/17/01       12/5/03
8281 future phases                             Warmington Homes            72       7/17/01    Est June 2005
8470 Phase I         Eva Demartini             Mission Peak                65       1/15/02       8/12/03
8470 future phases   Mission Peak Homes        Mission Peak                48       1/15/02    est July 2005
8413                 Western Pacific Housing   Western Pacific Housing    113       5/24/01       5/13/03
8460                 Ponderosa Homes           Ponderosa Homes             64       3/20/01       9/24/02
8408                 Apricot Venture LLC       The Mark Pringle            55       7/17/01       5/27/03
                                               Company
8453                 Lancelot Brentwood LLC    Meritage Homes              53       6/5/01        5/14/02
                                                                          920



            The following table summarizes the status of homebuilding activity in the District as

            of April 2005.




                                                            30
                                 City of Brentwood
                            Assessment District 2002-1
                      Summary of Development – As of April 2005

                                                        Number of      Percent of
                                                        Residential    Remaining
                                                           Lots       Assessments
                      Finished Homes                       633          58.72
                      Homes Under Construction/
                      Final Map/Finished Lots              211          36.08
                      Tentative Map Lots(1)                 48           5.20
                       TOTAL                               892         100.00

                     (1) 2 large parcels owned by Mission Peak with tentative map
                     approval for 48 single family lots.

Flood Zones

        The majority of the property within the District is located in areas designated as
Flood Zone C. The area is described as areas of minimal flooding. Properties located
in this zone are not required to purchase flood insurance.

Method of Assessment

         The Act does not define specific formulas for allocation of project costs among the
parcels within the District. The Act, however, requires each parcel to be assessed its share of
the project costs in accordance with the benefit conferred on each parcel by construction of the
Improvements. Assessment spread formulae are typically based on land area, actual or
adjusted street frontage, utility service consumption, and traffic generation or a combination
thereof. At the time of formation of the District, the Chief Engineer of the City, as the initial
Engineer of Work for the District, provided the assessment spread formula for the District. The
assessment spread formula as originally set forth in the Engineer's Report for the District
provided for an assessment amount for each large lot parcel in the District, which per-parcel
amount was (and, as to any large parcels not yet subdivided, will be) allocated to the subdivided
lots in the District as subdivision of the property occurred.

       The outstanding principal amount of assessment per single family residence at the time
of formation of the District was approximately $15,000 per residential home. The Assessment
for each parcel is secured by the parcel itself. For ratios of assessments to parcel values, see
"OWNERSHIP AND VALUE OF PROPERTY WITHIN THE DISTIRCTS – Value to Lien Ratios"
below.

The County of Contra Costa and City of Brentwood


   Contra Costa County (the "County") was incorporated in 1850 as one of the original
   27 counties of the State of California with the City of Martinez as the County Seat. It
   is one of the nine counties in the San Francisco-Oakland Bay Area. The County
   covers about 733 square miles and extends from the northeastern shore of the of
   San Francisco Bay easterly about 20 miles to San Joaquin County. The County is
   bordered on the south and west by Alameda County and on the north by Suisun and


                                                   31
   San Pablo Bays. The western and northern shorelines are highly industrialized
   while the interior sections are suburban/residential, commercial and light industrial.
   A large part of the interior of the County is served by the Bay Area Rapid Transit
   District ("BART") which has contributed to the expansion of residential and
   commercial development. In addition, economic development along the Interstate
   680 corridor in the County has been substantial in the cities of Concord, Walnut
   Creek, and San Ramon. The County had a population of approximately 1,020,898
   as of January 1, 2005, according to the State Department of Finance.


   The City is located adjacent and southeast of the City of Antioch, 25 miles northeast
   of Walnut Creek, 45 miles northeast of San Francisco, and 65 miles southwest of
   Sacramento. The City of Tracy is located approximately 12 miles to the southeast
   and Livermore is located roughly 20 miles to the south. The City is situated in the
   eastern portion of the County, roughly five miles west of the San Joaquin County
   line. It is situated between the Mount Diablo foothills to the west, Antioch and
   Oakley to the north, Discovery Bay to the east and Byron to the south.


   The City was incorporated in 1948 and up until the 1980's had retained its
   agricultural orientation.     In recent years, new residential subdivisions have
   transformed the City into a more suburban environment. Land uses in and around
   the City are characterized by older farming and retail districts (the older retail
   districts are primarily located in the downtown area of the City) and rapidly
   expanding residential neighborhoods in the peripheral areas of the City. The City's
   population nearly doubled between 1996 and 2004 and in several recent years the
   City was the fastest growing city in California (excluding Corcoran, where increased
   population is primarily attributable to an increase in correctional facility inmates) by
   percentage increase in population.


The rapid expansion of nearby cities and communities including Antioch, Pittsburg,
Oakley, Discovery Bay, and Livermore fuels local growth for the area. Highway 4
passes through the City extending easterly through the City of Stockton and intersects
with Interstate 5 and State Highway 99. Twenty-five miles to the west, Highway 4
connects to the western portion of the County and connects with Interstate 80,
connecting the City to the cities of Berkeley, Richmond, Oakland and San Francisco.
Interstate 580 is located within 20 minutes of the City. The newly improved Vasco Road
links the City to the Interstate 580 corridor and the cities of Livermore, Tracy,
Pleasanton, and Dublin.

The State Route 4 Bypass is a planned nine-mile highway that will run along the eastern
boundary of the City of Antioch and the western boundary of the City. It will link the City
(and other far east county areas) to the City of Livermore and Interstate 580. Upon
completion, it will include four lanes and begin at the confluence of State Highways 160
and 4, at the City of Oakley, and extend southward through the City of Brentwood and
eventually intersect with Interstate 580. The first phase of Segment II of State Route 4


                                            32
Bypass, the stretch from Lone Tree Way to Balfour Road was recently completed.
Phase one of Segments I and III of the State Route 4 Bypass are planned for 2005.
Once the first phase of each segment is constructed, additional phases (widening) will
occur based on traffic demand and funding availability. Ultimately, interchanges are
planned for Laurel Road, Lone Tree Way, Sand Creek Road, Balfour Road, Marsh
Creek Road, and the recently improved Vasco Road. This route will eventually replace
Highway 4 as the main City thoroughfare.

The City is also served by bus lines and railroads. Bay Area Rapid Transit (BART)
provides a bus service from nearby Antioch connecting to the existing Bay Point BART
Station. Despite measures to alleviate traffic problems, traffic congestion is anticipated
to become a major constraint to future growth. For more demographic and economic
information regarding the City, See "APPENDIX B - THE CITY OF BRENTWOOD."

   The 2005 Bonds are payable from Revenues and are not a general obligation of the
   City, the Authority or the County.


        OWNERSHIP AND VALUE OF PROPERTY WITHIN THE DISTRICTS

Ownership of Property

        Unpaid assessments do not constitute a personal indebtedness of the owners of
the parcels within the District and the owners have made no commitment to pay the
principal of or interest on the Bonds or to support payment of the Bonds in any manner.
There is no assurance that the owners have the ability to pay the assessment
installments or that, even if they have the ability, they will choose to pay such
installments. An owner may elect to not pay the assessments when due and cannot be
legally compelled to do so. Neither the City nor any Bondholder will have the ability at
any time to seek payment from the owners of property within the District of any
assessment or any principal or interest due on the Bonds, or the ability to control who
becomes a subsequent owner of any property within the District.

The property in the District is comprised principally of homes occupied by homeowners,
and to a lesser extent, finished lots, some with homes under construction by
homebuilders, lots under construction, and unsubdivided land with tentative map
approval for development for single family homes. Approximately 547 homes have
been constructed and sold to homeowners since the District were formed, and the
remaining land in the District is owned by homebuilders but includes 86 completed
homes which are pending sale to homeowners.

The following table shows the property owners in the District that are responsible for the
largest remaining assessment in excess of a typical single family home assessment.




                                           33
                                         City of Brentwood
                                     Assessment District 2002-1
                                          Top Taxpayers

   Parcels         Owner                                                       Lien
     1             Golden Hills Community Church                           $ 704,849.80
     1             Sand Creek Crossing                                        776,025.81
     1             Resurrection Lutheran Ministries                           211,156.50
     1             KPO LLC                                                    164,327.44
     1             KPO LLC                                                    180,027.51
     1             Walker William & Kieran                                    581,949.40
    54             Mission Peak Homes Inc.                                  1,531,453.55
    47             Warmington Brentwood Assoc LLC                           1,632,744.00
   107                                                                     $5,782,534.00


Delinquencies in the District

The following table summarizes the delinquency status of property in the District for the
past four years.

                                            City of Brentwood

                          Assessment District 93-2, 93-3, 94-2 and 94-3
                                   Delinquency Summary

                          No. of          No. of
          Fiscal         Parcels         Parcels            Annual      Amount       Percent
          Year           Levied         Delinquent        Assessment   Delinquent   Delinquent

          2002-03            33                 0        $1,174,314         0            0
          2003-04           525                 1         1,249,671      $569 (1)     0/05%
          2004-05
         Source: Contra Costa County, as compiled by MuniFinancial


Valuation of Property in the District and Value to Lien Ratios

   The value of the land within the District is a critical factor in determining the
   investment quality of the 2005 Bonds. If a property owner defaults in the payment of
   an Assessment, the City's only remedy is to foreclose on the delinquent property in
   an attempt to obtain funds with which to pay the delinquent Assessments. See
   "SECURITY AND SOURCES OF PAYMENT FOR THE 2005 BONDS - Covenant to
   Commence Foreclosure" and "BONDOWNERS' RISKS - Bankruptcy and
   Foreclosure." Reductions in District property values due to a downturn in the
   economy, natural disasters such as earthquakes or floods, stricter land use
   regulations or other events could have an adverse impact on the security for
   payment of the Assessments.



                                                        34
          The property in the District is comprised of homes occupied by homeowners, homes
          under construction by homebuilders and, to a lesser extent, lots and unsubdivided raw
          land planned for residential development. In connection with valuing property in the
          District, the City has obtained the 2004-2005 County assessed valuation (the
          "Assessed Valuation") of the property in the District. Due to the recent and ongoing
          nature of development of homes in the District, the County assessed valuations are not
          in all cases reflective of most current development status, as is the case with certain
          properties in the District. As provided by Article XIII A of the California Constitution,
          county assessors' assessed values are to reflect market value as of the date the
          property was last assessed (or 1975, which ever is more recent), increased by a
          maximum of 2% per year. Properties may be reassessed by the County only upon a
          change of at least 51% ownership of existing property or upon new construction. The
          assessed values of parcels in the District thus reflect, for undeveloped parcels, the
          estimate of the County Assessor (the "Assessor") of market value when acquired (or
          1975, whichever is later), possibly increased by 2% per year, and for parcels on which
          construction has occurred since their date of acquisition, the Assessor's estimate of
          market value as of the time of construction, possibly increased by 2% per year. The
          actual market value of parcels in the District, if sold at foreclosure, may be higher or
          lower than the Assessor's assessed values, depending upon the date of the Assessor's
          most recent assessment. The actual fair market value of any parcel can often be more
          accurately established through an arms-length sale or an appraisal by an independent
          appraiser.


               The total 2004-05 tax roll Assessed Valuation of all property in the District subject to
               the Assessments is shown below, except that for the 260 homes shown as “Sold
               Homes Not on Roll” which are valued based on new home sales price data. The 86
               homes shown as “Finished Homes (Appraiser Inspection)” show the Assessed
               Valuation of the land only and do not reflect the recently completed home on each
               lot, the existence of which has been verified by Seevers Jordan Ziegenmeyer,
               Rocklin, California, an independent appraiser hired by the City. Similarly, the
               Assessed Valuation shown for the one parcel listed as ”Finished Commercial
               (Appraiser Inspection)” does not include any value for structural improvements. The
               table also includes the value to lien ratio for the various categories.

                                                       City of Brentwood
                                                   Assessment District 2002-1
                                                      Summary of Values
                                                             Assessed          Total                                    Percent    Value
                                               Assessed      Structure       Assessed                                      of     To Lien
                                   Parcels    Land Value       Value           Value      Sales Price         Lien        Lien     Ratio
Finished Residential on the Roll    287      $31,039,477    $75,254,442    $106,293,919              -    $ 4,135,463   26.19%      25.70:1
Finished Commercial on the Roll        2      10,114,460     40,376,208      50,490,668              -      1,480,876    9.38       34.10:1
Sold Homes not on Roll              260       24,444,218(1)            -              -   129,470,000       3,912,764   24.78       33.09:1
Finished Homes (Appraiser             86       8,663,063(2)            -              -               -     1,223,423    7.75        7.08:1
Inspection)
Finished Commercial (Appraiser        1       2,217,100                -              -               -      164,327     1.04       13.49:1
Inspection)
Vacant Residential Under            168      23,545,958(2)             -              -               -    4,111,876    26.04        5.73:1



                                                                      35
Construction
Vacant Commercial                          2         2,214,766                      -                  -                    -       761,977    4.83    2.91:1

                                        806        $102,239,042       $115,630,650      $156,784,587         $129,470,000        $15,790,706          16.58:1

     (1) Visual inspection reveals completed homes, but not yet reflected on County Assessor's tax roll; valuation is assessed
     value of lot prior to home construction; sales price used for value to lien computation.
     (2) Assessed land value only; does not include value of lot improvements or homes under construction on the lots.


               An Assessment is levied on each parcel within the District and only the respective
               individual parcel is responsible for such Assessment.

         The following table summarizes the ranges of value to lien ratios for property in the
         District.

                                                        City of Brentwood
                                                   Assessment District 2001-1
                                               Summary Value to Lien Ratios by Range

                                          No.              Total                    Total                      Total                      Total
                                          of            Asess’d Val.            Asess’d Val.                 Assessed                  Remaining
                    Ratio               Parcels            Land                  Structure                     Value                      Lien
              30:1 and greater            94           $ 22,111,944            $ 69,838,246                $ 91,950,190              $ 2,135,574.78
              20:1 up to 29:1             85              8,885,889              21,432,702                  30,318,591                1,235,565.98
              10:1 up to 19:1             81             10,544,261              22,385,844                  32,930,105                2,022,326.36
              7:1 up to 9:1              179             19,949,715               1,763,400                  21,713,115                2,601,956.96
              5:1 up to 6:1              303             32,321,124                        -                 32,321,124                5,378,347.32
              4:1 and below               64              8,426,109                 210,458                   8,636,567                2,686,690.61
              Totals:                    806           $102,239,042            $115,630,650                $217,869,692             $16,060,462.00




                                                                                  36
     In comparing the aggregate value of the real property within the District and the
     principal amount of the 2005 Bonds, it should be noted that only the Assessor’s
     parcel of real property upon which there is a delinquent Assessment can be
     foreclosed upon. All of the real property within the District cannot be foreclosed
     upon as a whole to pay delinquent Assessments unless all of the property is subject
     to delinquent Assessments. Individual parcels may be foreclosed upon to pay
     delinquent Assessments levied against such parcels only. See "SECURITY FOR
     THE BONDS AND SOURCES OF PAYMENT THEREFOR.

     The principal amount of the 2005 Bonds will not be allocated pro-rata among the
     parcels within the District; rather, the annual Assessment installments for the District
     will be billed annually for each parcel within the District. Upon sale of developed
     parcels, the buyer typically acquires the property subject to the unpaid portion of any
     special taxes and assessments levied against the parcel purchased. Special taxes
     and assessments are not required to be removed from the property and are not
     required to be, but may be, paid off in full upon transfer of property or upon
     development of the property.


Property Tax Status

       The City reports that the delinquency rate for taxes and assessments for property
in the District has been less than 1% since the levy of the Assessments. See also,
"SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR – Contra
Costa County Tax Loss Reserve."


                                                 BONDOWNERS' RISKS
           The following information should be considered by prospective investors in evaluating the Bonds. However, the following
does not purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the Bonds. In
addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks.



General

        Under the provisions of the Local Obligation Statute, assessment installments,
from which funds for the payment of annual installments of principal of and interest on
the Bonds are derived, will be billed to properties against which there are assessments
on the regular property tax bills sent to owners of such properties. Such assessment
installments are due and payable, and bear the same penalties and interest for non-
payment, as do regular property tax installments. Scheduled Assessment installments
are in aggregate amounts sufficient for payment of the Bonds. A property owner cannot
pay the county tax collector less than the full amount due on the tax bill, however it is
possible to pay assessment installments directly to the City in satisfaction of the
obligation to pay that assessment without paying property taxes also then due. It
should also be noted that the unwillingness or inability of a property owner to pay


                                                                   37
regular property tax bills as evidenced by property tax delinquencies may also indicate
an unwillingness or inability to make regular property tax payments and assessment
installment payments in the future.

Under the flow of funds provided for in the Trust Agreement, uncollected assessment
installments will first have impact on the 2005B Bonds. Unpaid assessments do not
constitute a personal indebtedness of the owners of the parcels within the District and
the owners have made no commitment to pay the principal of or interest on the Bonds
or to support payment of the Bonds in any manner. Accordingly, in the event of
delinquency, proceedings may be conducted only against the real property securing the
delinquent assessment. Thus, the value of the real property within the District is a
critical factor in determining the investment quality of the Bonds. The unpaid
assessments are not required to be paid upon sale of property within the District. There
is no assurance the owners shall be able to pay the assessment installments or that
they shall pay such installments even though financially able to do so. See "Owners
Not Obligated to Pay Bonds or Assessments" below.

        In order to pay debt service on the Bonds, it is necessary that unpaid installments
of assessments on land within the District are paid in a timely manner. Should the
installments not be paid on time, the Issuer has established a Reserve Fund for each
Series of Bonds from the proceeds of the Bonds to cover delinquencies. The
assessments are secured by a lien on the parcels within the District and the City has
covenanted to institute foreclosure proceedings to sell parcels with delinquent
installments for amounts sufficient to cover such delinquent installments in order to
obtain funds to pay debt service on the Local Obligations. No reserve account has
been established by the City as a source of payment of the Local Obligations.

        Failure by owners of the parcels to pay installments of assessments when due,
depletion of the Reserve Fund, delay in foreclosure proceedings, or the inability of the
City to sell parcels which have been subject to foreclosure proceedings for amounts
sufficient to cover the delinquent installments of assessments levied against such
parcels may result in the inability of the City to make full or punctual payments of debt
service on the Local Obligations and Bondowners would therefore be adversely
affected.

Absence of Market for 2005B Bonds

       No application has been made for a credit rating on the 2005B Bonds and it is
not known whether a credit rating could be secured either now or in the future for the
2005B Bonds. Additionally, payment of the 2005B Bonds is not insured by any bond
insurer. There can be no assurance that there will ever be a secondary market for
purchase or sale of the 2005B Bonds, and from time to time there may be no market for
them, depending upon prevailing market conditions, the financial condition or market
position of firms who may make the secondary market and the financial condition and
the status of development of the parcels in the District.




                                            38
Owners Not Obligated to Pay Bonds or Assessments

        Unpaid assessments do not constitute a personal indebtedness of the owners of
the parcels within the District and the owners have made no commitment to pay the
principal of or interest on the Bonds or to support payment of the Bonds in any manner.
There is no assurance that the owners have the ability to pay the assessment
installments or that, even if they have the ability, they will choose to pay such
installments. An owner may elect to not pay the assessments when due and cannot be
legally compelled to do so. If an owner decides it is not economically feasible to
develop or to continue owning its property encumbered by the lien of the assessment,
or decides that for any other reason it does not want to retain title to the property, such
owner may chose not to pay assessments and to allow the property to be foreclosed.
Such a choice may be made due to a decrease in the market value of the property. A
foreclosure of the property will result in such owner's interest in the property being
transferred to another party. Neither the City nor any Bondholder will have the ability at
any time to seek payment from the owners of property within the District of any
assessment or any principal or interest due on the Bonds, or the ability to control who
becomes a subsequent owner of any property within the District.

Bankruptcy and Foreclosure

        The payment of assessments and the ability of the City to foreclose the lien of a
delinquent unpaid assessment, as discussed in "SECURITY FOR THE BONDS AND
SOURCES OF PAYMENT THEREFOR - Covenant to Commence Superior Court
Foreclosure," may be limited by bankruptcy, insolvency, or other laws generally
affecting creditors' rights or by State law relating to judicial foreclosure. In addition, the
prosecution of a foreclosure could be delayed due to lengthy local court calendars or
procedural delays.

       The various legal opinions to be delivered concurrently with the delivery of the
Bonds (including Bond Counsel's approving legal opinion) will be qualified as to the
enforceability of the various legal instruments by bankruptcy, reorganization, insolvency
or other similar laws affecting the rights of creditors generally.

        Although bankruptcy proceedings should not cause the assessments to become
extinguished, bankruptcy of a property owner could result in a delay in prosecuting
superior court foreclosure proceedings and could result in delinquent assessment
installments not being paid in full. Such a delay would increase the likelihood of a delay
or default in payment of the principal of and interest on the Bonds.

Availability of Funds to Pay Delinquent Assessment Installments

        Upon receipt of the proceeds from the sale of the Bonds, the City shall initially
establish a separate Reserve Fund for each Series of 2005 Bonds in the amount of the
"Reserve Requirement," described herein. Amounts available from the Reserve Fund for one
Series of the 2005 Bonds are not available to make up a deficiency for the other Series. The Reserve



                                                 39
Requirement in the Reserve Funds shall constitute a trust fund for the benefit of the
Owners of the respective Series of 2005 Bonds, shall be held by the Trustee, and shall
be administered by the Trustee in accordance with and pursuant to the provisions of the
Trust Agreement. If a deficiency occurs in the Interest Fund or the Principal Fund for
payment of interest on or principal of the respective Series of 2005 Bonds, the Trustee
is required to transfer into such funds an amount out of the Reserve Fund needed to
pay debt service, however there is no assurance that the balance in the Reserve Fund
will always be adequate to pay the debt service on the Bonds in the event of delinquent
assessment installments.

        If, during the period of delinquency, there are insufficient funds in either Reserve
Fund to pay the principal of and interest on the respective Series of 2005 Bonds as it
becomes due, a delay may occur in payments of principal and/or interest to the owners
of the respective Series of 2005 Bonds.

Limited Obligation Upon Delinquency

        The Issuer's obligation to advance monies to pay Bond debt service in the event
of delinquent assessment installments shall not exceed the balance in each Reserve
Fund. The City has made an election not to be obligated to advance funds of the City
for delinquent assessment installments pursuant to Section 8769(b) of the Local
Obligation Statute. During the period of delinquency if there are insufficient funds in the
Reserve Fund, a delay may occur in payments to Bondowners. Notwithstanding the
foregoing, the City may, at its sole option and at its sole discretion, elect to advance
available surplus funds of the City to pay for any delinquent assessment installments
pending sale, reinstatement or redemption of any delinquent property.

Collection of the Assessment

        In order to pay debt service on the Bonds it is necessary that the assessment
installments be paid in a timely manner. Should the installments of assessments not be
paid on time, funds in the Reserve Fund may be utilized to pay debt service on the
Bonds to the extent other funds are not available therefor.

       The assessment installment is to be collected in the same manner as ordinary ad
valorem real property taxes are collected and, except as provided in the special
covenant for foreclosure described herein and in the Local Obligation Statute, is to be
subject to the same penalties and the same procedure, sale and lien priority in case of
delinquency as is provided for ad valorem real property taxes. Pursuant to these
procedures, if taxes are unpaid for a period of five years or more, the property may be
deeded to the State and then is subject to sale by the County.

       Pursuant to the Local Obligation Statute, in the event any delinquency in the
payment of the assessment installment occurs, the City may commence an action in
superior court to foreclose the lien therefor within specified time limits. In such an
action, the real property subject to the unpaid amount may be sold at judicial foreclosure



                                             40
sale. Such judicial foreclosure action is not mandatory. Amendments to the Local
Obligation Statute enacted in 1988 and effective January 1, 1989 provide that under
certain circumstances property may be sold upon foreclosure at a lesser Minimum Price
or without a Minimum Price. "Minimum Price" as used in the Local Obligation Statute is
the amount equal to the delinquent installments of principal or interest of the
assessment or reassessment, together with all interest penalties, costs, fees, charges
and other amounts more fully detailed in the Local Obligation Statute. The court may
authorize a sale at less than the Minimum Price if the court determines that sale at less
than the Minimum Price will not result in an ultimate loss to the Bondowners or, under
certain circumstances, if owners of 75% or more of the outstanding Bonds consent to
such sale. However, there can be no assurance that foreclosure proceedings will occur
in a timely manner so as to avoid a delay in payments of debt service on the Bonds.
The City has covenanted for the benefit of the owners of the Bonds that the City will
commence foreclosure upon the occurrence of a delinquency as provided in the Trust
Agreement, and thereafter diligently prosecute, an action in the superior court to
foreclose the lien of the delinquent installments of the assessment against parcels of
land in each District for which such installment has been billed but has not been paid,
and will diligently prosecute and pursue such foreclosure proceedings to judgment and
sale, all as provided in the Trust Agreement. See "SECURITY FOR THE BONDS AND
SOURCES OF PAYMENT THEREFOR - Covenant to Commence Superior Court
Foreclosure" above. In the event that sales or foreclosures of property are necessary,
there could be a delay in payments to holders of the Bonds pending such sales or the
prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if
the other sources of payment for the Bonds, as set forth in the Trust Agreement, are
depleted. See "BONDOWNERS' RISKS - Bankruptcy and Foreclosure" herein.

Limitations on Enforceability of Remedies

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

        Although bankruptcy proceedings would not cause the assessment liens to
become extinguished, bankruptcy of a property owner could result in a delay in
foreclosure proceedings. Such delay, particularly in the case of a major landowner in
the District, would increase the likelihood of a delay and a default in payment of the
principal of and interest on the Bonds, and the possibility of delinquent assessment
installments not being paid in full.

Property Values

      A land value determined by a county assessor or an appraiser is an opinion with
respect to the market value, and is generally based upon a sales comparison approach,
which determines the value of the subject property by comparing it to sales of
comparable property, adjusted for differences between the subject and the comparable



                                           41
property. No assurance can be given that if a parcel with delinquent assessment
installments is foreclosed, any bid will be received for such property or, if a bid is
received, that such bid will be equal to the value determined by the county assessor or
an appraiser, or that it will be sufficient to pay delinquent installments of unpaid
assessments.

Parity Taxes and Special Assessments

        The assessment and each installment thereof and any interest and penalties
thereon constitute a lien against the parcels on which they were imposed until the same
are paid. Such lien is subordinate to all fixed special assessment liens previously
imposed upon the same property, but has priority over all private liens and over all fixed
special assessment liens which may thereafter be created against the property. Such
lien is co-equal to and independent of the lien for general taxes and any lien imposed
under the Mello-Roos Community Facilities Act of 1982, as amended.

       There is currently no other bonded assessment lien of the City or special tax on
any of the property within the District which is prior to the lien of the District's
assessment.

Future Overlapping Indebtedness

        The ability of an owner of land within the District to pay the assessments could
be affected by the existence of other taxes and assessments imposed upon the
property subsequent to the date of issuance of the Local Obligations. In addition, other
public agencies whose boundaries overlap those of the District could, without the
consent of the City, and in certain cases without the consent of the owners of the land
within the District, impose additional taxes or assessment liens on the property within
the District to finance public improvements to be located inside of or outside of the
District.

Future Private Indebtedness

        In order to develop any improvements on undeveloped property in the District,
the property owners will need to construct private improvements over and above those
which will not be financed with the proceeds of the Local Obligations. The cost of these
additional private improvements may increase the private debt for which the land in the
District or other land or collateral owned by the property owners is security over that
contemplated by the Local Obligations, and such increased debt could reduce the ability
or desire of the property owners to pay the assessments secured by the land in the
District. It should be noted however, that the lien of any private financing secured by
the land within the District would be subordinate to the lien of the assessments.

No Acceleration Provision




                                            42
       The Trust Agreement does not contain a provision allowing for the acceleration of
the principal of the Bonds in the event of a payment default or other default under the
terms of the Bonds or the Trust Agreement.


     CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS

Property Tax Rate Limitations - Article XIIIA

        On June 6, 1978, the California voters added Article XIIIA to the California
Constitution which limits the amount of any ad valorem taxes on real property to one
percent (1%) of its full cash value, except that additional ad valorem property taxes may
be levied to pay debt service on indebtedness approved prior to July 1, 1978 and (as a
result of an amendment to Article XIIIA approved by California voters on June 3, 1986)
on bonded indebtedness for the acquisition or improvement of real property which has
been approved on or after July 1, 1978, by two-thirds of the voters voting on such
indebtedness. Article XIIIA defines full cash value to mean "the county assessor's
valuation of real property as shown on the 1975-76 tax bill under full cash value, or
thereafter, the appraised value of real property when purchased, newly constructed or a
change in ownership has occurred after the 1975 assessment period." This cash value
may be increased at a rate not to exceed two percent (2%) per year to account for
inflation. The United States Supreme Court has upheld the validity of Article XIIIA in a
case decided in June 1992.

        Article XIIIA as originally implemented has been amended to permit reduction of
the "full cash value" base in the event of declining property values caused by damage,
destruction or other factors, to provide that there would be no increase in the "full cash
value" base in the event of reconstruction of property damaged or destroyed in a
disaster and in various other minor or technical ways.

Legislation Implementing Article XIIIA

       Legislation has been enacted and amended a number of times since 1978 to
implement Article XIIIA. Under current law, local agencies are no longer permitted to
levy directly any ad valorem property tax. The 1% property tax is automatically levied
annually by the county and distributed according to a formula among using agencies.
The formula apportions the tax roughly in proportion to the relative shares of taxes
levied prior to 1978. Any special tax to pay voter-approved indebtedness is levied in
addition to the basic 1% property tax.

       Increases of assessed valuation resulting from reappraisals of property due to
new construction, change in ownership or from the 2% annual adjustment are allocated
among the various jurisdictions in the "taxing area" based upon their respective "situs."
Any such allocation made to a local agency continues as part of its allocation in future
years.




                                            43
       Beginning in the 1981-82 fiscal year, assessors in California no longer record
property values on tax rolls at the assessed value of 25% of market value which was
expressed as $4.00 per $100 of assessed value. All taxable property is now shown at
full market value on the tax rolls. Consequently, the basic tax rate is expressed as $1
per $100 of taxable value.

Appropriation Limitation - Article XIIIB

        On November 6, 1979, the voters of the State approved Proposition 4, known as
the Gann Initiative, which added Article XIIIB. On June 5, 1990, the voters approved
Proposition 111, which amended Article XIIIB in certain respects. Under Article XIIIB,
as amended, state and local government entities have an annual "appropriations limit"
which limits the ability to spend certain moneys which are called "appropriations subject
to limitation" (consisting of most tax revenues and certain state subventions, together
called "proceeds of taxes" and certain other funds) in an amount higher than the
"appropriations limit." Article XIIIB does not affect the appropriation of moneys which
are excluded from the definition of "appropriations limit," including debt service on
indebtedness existing or authorized as of January 1, 1979, or bonded indebtedness
subsequently approved by two-thirds of the voters.

        In general terms, the "appropriations limit" is to be based on the adjusted fiscal
year 1986-87 appropriations limit, which is traced back through an annual adjustment
process to the 1978-79 fiscal year. Annual adjustments reflect changes in California per
capita personal income (or, at the City's option, changes in assessed value caused by
local nonresidential new construction), population and services provided by these
entities. Among other provisions of Article XIIIB, if the revenues of such entities in any
fiscal year and the following fiscal year exceed the amounts permitted to be spent in
such years, the excess would have to be returned by revising tax rates or fee schedules
over the subsequent two years.

Property Tax Collection Procedures

        In California, property which is subject to ad valorem taxes is classified as
"secured" or "unsecured." The "secured roll" is that part of the assessment roll
containing state-assessed public utilities' property and property the taxes on which are a
lien on real property sufficient, in the opinion of the county assessor, to secure payment
of the taxes. A tax levied on unsecured property does not become a lien against such
unsecured property, but may become a lien on certain other property owned by the
taxpayer. Every tax which becomes a lien on secured property has priority over all
other liens arising pursuant to State law on such secured property, regardless of the
time of the creation of the other liens. Secured and unsecured property are entered
separately on the assessment roll maintained by the county assessor. The method of
collecting delinquent taxes is substantially different for the two classifications of
property.




                                           44
       Property taxes on the secured roll are due in two installments, on November 1
and February 1 of each fiscal year. If unpaid, such taxes become delinquent on
December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent
payment. In addition property on the secured roll with respect to which taxes are due is
delinquent on or about June 30 of the fiscal year. Such property may thereafter be
redeemed by payment of the delinquent taxes and a delinquency penalty, plus a
redemption penalty of 1_% per month to the time of redemption. If taxes are unpaid for
a period of five years or more, the property is deeded to the State and then is subject to
sale by the county tax collector.

       Historically, property taxes are levied for each fiscal year on taxable real and
personal property situated in the taxing jurisdiction as of the preceding January 1. A bill
enacted in 1983, SB 813 (Statutes of 1983, Chapter 498), however, provided for the
supplemental assessment and taxation of property as of the occurrence of a change of
ownership or completion of new construction. Thus, this legislation eliminated delays in
the realization of increased property taxes from new assessments. As amended, SB
813 provided increased revenue to taxing jurisdictions to the extent that supplemental
assessments of new construction or changes of ownership occur subsequent to the
January 1 lien date.

        Property taxes on the unsecured roll are due on the January 1 lien date and
become delinquent, if unpaid on the following August 31. A ten percent (10%) penalty
is also attached to delinquent taxes in respect of property on the unsecured roll, and
further, an additional penalty of 1-1/2% per month accrues with respect to such taxes
beginning the first day of the third month following the delinquency date. The taxing
authority has four ways of collecting unsecured personal property taxes: (1) a civil
action against the taxpayer, (2) filing a certificate in the office of the county clerk
specifying certain facts in order to obtain a judgment lien on certain property of the
taxpayer, (3) filing a certificate of delinquency for record in the county recorder's office,
in order to obtain a lien on certain property of the taxpayer, and (4) seizure and sale of
personal property, improvements or possessory interests belonging or assessed to the
assessee. The exclusive means of enforcing the payment of delinquent taxes in
respect of property on the secured roll is the sale of the property securing the taxes to
the State for the amount of taxes which are delinquent.

Proposition 218

       On November 5, 1996, the voters of the State approved Proposition 218, the so-
called "Right to Vote on Taxes Act." Proposition 218 added Articles XIIIC and XIIID to
the State Constitution, which contain a number of provisions affecting the ability to the
Authority top levy and collect both existing and future taxes, assessments, fees and
charges.

        Article XIIID requires that, beginning July 1, 1997, the proceedings for the levy of any
assessment by the City (including, if applicable, any increase in such assessment or any
supplemental assessment) must be conducted in conformity with the provisions of Section 4 of
Article XIIID. Any challenge (including any constitutional challenge) to the proceedings or the


                                              45
assessment or special tax must be brought within 30 days after the date the assessment or
special tax was levied. All of the assessments securing the Local Obligations were levied prior
to the enactment of Proposition 218.

        Article XIIIC removes limitations on the initiative power in matters of local taxes,
assessments, fees and charges. Article XIIIC does not define the term "assessment’,
and it is unclear whether this term is intended to include assessments (or
reassessments) levied under the Act. Furthermore, this provision of Article XIIIC is not,
by its terms, restricted in its application to assessments which were established or
imposed on or after July 1, 1997. In the case of the unpaid assessments which are
pledged as security for payment of the Bonds, the laws of the State provide a
mandatory, statutory duty of the City and the County Auditor to post installments on
account of the unpaid assessments to the property tax roll of the County each year
while any of the Local Obligations are outstanding, commencing with property tax year
1997-2002, in amounts equal to the principal of and interest on the Bonds coming due
in the succeeding calendar year. The City believes that the initiative power cannot be
used to reduce or repeal the unpaid assessments which are pledged as security for
payment of the Bonds or to otherwise interfere with performance of the mandatory,
statutory duty of the City and the County Auditor with respect to the unpaid
assessments which are pledged as security for payment of the Bonds.

        The interpretation and application of Proposition 218 will ultimately be
determined by the courts with respect to a number of the matters discussed above, and
it is not possible at this time to predict with certainly the outcome of such determination.


                                        THE ISSUER

       The Issuer is a joint exercise of powers authority duly organized and operating
pursuant to Article 1 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of
the California Government Code, and pursuant to a Joint Exercise of Powers
Agreement dated March 14,1995 by and among the City and the Redevelopment
Agency of the City of Brentwood, and is qualified to assist in financing projects and
certain public improvements and to issue the Bonds under the Marks-Roos Local Bond
Pooling Act of 1985, being Article 4 of Chapter 5, Division 7, Title 1 of the California
Government Code (the "Marks-Roos Law.") The Issuer has no taxing power. The
Issuer and the City are each separate and distinct legal entities, and the debts and
obligations of one such entity are not debts or obligations of the other entity.




                                              46
                                CONTINUING DISCLOSURE

        The City has covenanted for the benefit of owners of the 2005 Bonds to provide certain
financial information and operating data relating to the City by not later than eight months after
the end of the City's fiscal year (presently June 30) in each year commencing with its report for
the 2004-05 fiscal year (the "Annual Report") and to provide notices of the occurrence of certain
enumerated events. The Annual Report will be filed by the Fiscal Agent on behalf of the City
with each Nationally Recognized Municipal Securities Information Repository. The notices of
material events will be filed by the Fiscal Agent on behalf of the City with the Municipal
Securities Rulemaking Board. These covenants have been made in order to assist the
Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5). The
specific nature of the information to be contained in the Annual Report or the notices of material
events by the City is summarized in "APPENDIX D - FORM OF CONTINUING DISCLOSURE
AGREEMENT."

The City has had no instance in the previous five years in which it failed to comply in all
material respects with any previous continuing disclosure obligation under the Rule.


                                       LEGAL OPINION

         The proceedings in connection with the issuance of the 2005 Bonds are subject
to the approval as to their legality of Orrick, Herrington & Sutcliffe LLP, San Francisco,
California, Bond Counsel for the Issuer. A copy of the legal opinion, certified by the
official in whose office the original is filed, will be printed on each 2005 Bond. Bond
Counsel undertakes no responsibility for the accuracy, completeness or fairness of the
information contained in this Official Statement. Certain legal matters will be passed
upon by Jones Hall, A Professional Law Corporation, San Francisco, California,
Disclosure Counsel. Certain matters will be passed upon for the Issuer and the City by
the City Attorney of the City. The fees of Bond Counsel and Disclosure Counsel are
contingent upon the issuance and delivery of the 2005 Bonds.


                                        TAX MATTERS

        In the opinion of Orrick, Herrington & Sutcliffe LLP ("Bond Counsel"), based upon an
analysis of existing laws, regulations, rulings and court decisions, and assuming, among other
matters, the accuracy of certain representations and compliance with certain covenants, interest
on the 2005 Bonds is excluded from gross income for federal income tax purposes under
Section 103 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State of
California personal income taxes. Bond Counsel is of the further opinion that interest on the
2005 Bonds is not a specific preference item for purposes of the federal individual or corporate
alternative minimum taxes, although Bond Counsel observes that such interest is included in
adjusted current earnings when calculating corporate alternative minimum taxable income. A
complete copy of the proposed form of opinion of Bond Counsel is set forth in Appendix C
hereto.

       To the extent the issue price of any maturity of the 2005 Bonds is less than the amount
to be paid at maturity of such 2005 Bonds (excluding amounts stated to be interest and payable


                                               47
at least annually over the term of such 2005 Bonds), the difference constitutes "original issue
discount," the accrual of which, to the extent properly allocable to each Beneficial Owner
thereof, is treated as interest on the 2005 Bonds which is excluded from gross income for
federal income tax purposes and State of California personal income taxes. For this purpose,
the issue price of a particular maturity of the 2005 Bonds is the first price at which a substantial
amount of such maturity of the 2005 Bonds is sold to the public (excluding bond houses,
brokers, or similar persons or organizations acting in the capacity of underwriters, placement
agents or wholesalers). The original issue discount with respect to any maturity of the 2005
Bonds accrues daily over the term to maturity of such 2005 Bonds on the basis of a constant
interest rate compounded semiannually (with straight-line interpolations between compounding
dates). The accruing original issue discount is added to the adjusted basis of such 2005 Bonds
to determine taxable gain or loss upon disposition (including sale, redemption, or payment on
maturity) of such 2005 Bonds. Beneficial Owners of the 2005 Bonds should consult their own
tax advisors with respect to the tax consequences of ownership of 2005 Bonds with original
issue discount, including the treatment of Beneficial Owners who do not purchase such 2005
Bonds in the original offering to the public at the first price at which a substantial amount of such
2005 Bonds is sold to the public.

        2005 Bonds purchased, whether at original issuance or otherwise, for an amount higher
than their principal amount payable at maturity (or, in some cases, at their earlier call date)
("Premium Bonds") will be treated as having amortizable bond premium. No deduction is
allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the
interest on which is excluded from gross income for federal income tax purposes. However, the
amount of tax-exempt interest received, and a Beneficial Owner’s basis in a Premium Bond, will
be reduced by the amount of amortizable bond premium properly allocable to such Beneficial
Owner. Beneficial Owners of Premium Bonds should consult their own tax advisors with
respect to the proper treatment of amortizable bond premium in their particular circumstances.

         The Code imposes various restrictions, conditions and requirements relating to the
exclusion from gross income for federal income tax purposes of interest on obligations such as
the 2005 Bonds. The Issuer has made certain representations and covenanted to comply with
certain restrictions, conditions and requirements designed to ensure that interest on the 2005
Bonds will not be included in federal gross income. Inaccuracy of these representations or
failure to comply with these covenants may result in interest on the 2005 Bonds being included
in gross income for federal income tax purposes, possibly from the date of original issuance of
the 2005 Bonds. The opinion of Bond Counsel assumes the accuracy of these representations
and compliance with these covenants. Bond Counsel has not undertaken to determine (or to
inform any person) whether any actions taken (or not taken), or events occurring (or not
occurring), or any other matters coming to Bond Counsel’s attention after the date of issuance
of the 2005 Bonds may adversely affect the value of, or the tax status of interest on, the 2005
Bonds.

        Certain requirements and procedures contained or referred to in the Indenture, the Tax
Certificate, and other relevant documents may be changed and certain actions (including,
without limitation, defeasance of the 2005 Bonds) may be taken or omitted under the
circumstances and subject to the terms and conditions set forth in such documents. Bond
Counsel expresses no opinion as to any 2005 Bond or the interest thereon if any such change
occurs or action is taken or omitted upon the advice or approval of bond counsel other than
Orrick, Herrington & Sutcliffe LLP.




                                                 48
       Although Bond Counsel is of the opinion that interest on the 2005 Bonds is excluded
from gross income for federal income tax purposes and is exempt from State of California
personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on,
the 2005 Bonds may otherwise affect a Beneficial Owner’s federal, state or local tax liability.
The nature and extent of these other tax consequences depends upon the particular tax status
of the Beneficial Owner or the Beneficial Owner’s other items of income or deduction. Bond
Counsel expresses no opinion regarding any such other tax consequences.

        Future legislation, if enacted into law, or clarification of the Code may cause interest on
the 2005 Bonds to be subject, directly or indirectly, to federal 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 future legislation or clarification of the Code may also
affect the market price for, or marketability of, the 2005 Bonds. Prospective purchasers of the
2005 Bonds should consult their own tax advisers regarding any pending or proposed federal
tax legislation, as to which Bond Counsel expresses no opinion.

        The opinion of Bond Counsel is based on current legal authority, covers certain matters
not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the
proper treatment of the 2005 Bonds for federal income tax purposes. It is not binding on the
Internal Revenue Service ("IRS") or the courts. Furthermore, Bond Counsel cannot give and
has not given any opinion or assurance about the future activities of the Issuer, or about the
effect of future changes in the Code, the applicable regulations, the interpretation thereof or the
enforcement thereof by the IRS. The Issuer has covenanted, however, to comply with the
requirements of the Code.


                                        NO LITIGATION

       There is no action, suit, or proceeding known by the Issuer or the City to be
pending or threatened at the present time restraining or enjoining the delivery of the
Local Obligations or the 2005 Bonds or the collection of assessments levied by the City
in the District or in any way contesting or affecting the validity of the 2005 Bonds, the
Trust Agreement, the Local Obligations, the 2005 Local Obligation Resolution or any
proceedings of the Issuer or the City taken with respect to the execution or delivery
thereof.




                                                 49
                                          RATINGS

        THE SERIES B BONDS ARE NOT INSURED AND NOT RATED. As to the
2005A Bonds only, ______________________ and ______________________ have
assigned the ratings shown on the cover page hereof, with the understanding that upon
delivery of the 2005A Bonds, a municipal bond insurance policy insuring the payment
when due of the principal of and interest on the 2005A Bonds will be issued by Financial
Security. Such ratings reflect only the view of these rating organizations and an
explanation of the significance of such ratings may be obtained only from S&P at the
following address: [[[Standard & Poor’s Rating Services, 55 Water Street, New York,
New York 10041 and Fitch Ratings, One State Street Plaza, New York, New York
10004.]]] There is no assurance that any such ratings will continue for any given period
of time or that they will not be revised downward or withdrawn entirely by a rating
agency, if in the judgment of the rating agency, circumstances so warrant. Any such
downward revision or withdrawal of any such rating may have an adverse effect on the
market price of the 2005A Bonds. The Issuer and the City assume no obligation to
attempt to maintain any rating on the 2005A Bonds. The Issuer has not made, and
does not contemplate making, application to any rating agency for the assignment of a
rating to the 2005B Bonds.


                                     UNDERWRITING

        RBC Dain Rauscher Inc. has agreed to purchase (i) the 2005A Bonds from the Authority
at a purchase price of $_____________, being the $_____________ aggregate principal
amount of such 2005A Bonds less an Underwriter's discount of $_____________ and a net
original issue discount of $_____________, and (ii) the 2005B Bonds from the Authority at a
purchase price of $_____________, being the aggregate principal amount of the 2005B Bonds
less an Underwriter's discount of $_____________ and less a net original issue discount of
$_____________. The purchase contract pursuant to which the Underwriter and will purchase
the respective 2005 Bonds provides that the Underwriter will purchase all of such 2005 Bonds if
any are purchased. The obligation of the Underwriter to make such purchase is subject to
certain terms and conditions set forth in such contract of purchase.

        The public offering prices of the 2005 Bonds may be changed from time to time by the
Underwriter. The Underwriter may offer and sell such 2005 Bonds to certain dealers and others
at a price lower than the offering price stated on the cover page hereof.


                                    MISCELLANEOUS

      All quotations from, and summaries and explanations of the Trust Agreement, the
Local Obligations, the 2005 Local Obligation Resolution, the 2005 Bonds, the Act, the
Local Obligation Statute or other statutes and documents contained herein do not
purport to be complete, and reference is made to said documents and statutes for full
and complete statements of their provisions.




                                              50
       This Official Statement is submitted only in connection with the sale of the 2005
Bonds by the Issuer. All estimates, assumptions, statistical information and other
statements contained herein, while taken from sources considered reliable, are not
guaranteed by the Issuer, the Authority, the City or the Underwriter. The information
contained herein should not be construed as representing all conditions affecting the
Issuer, the Authority, the City or the 2005 Bonds.

      All information contained in this Official Statement pertaining to the Issuer and the
      City has been furnished by the Issuer and the City and the execution and delivery of
      this Official Statement has been duly authorized by the Issuer and the City.


BRENTWOOD INFRASTRUCTURE
FINANCING AUTHORITY



By:
                                     Treasurer-Controller


CITY OF BRENTWOOD



By:
                                          Treasurer




                                             51
                   APPENDIX A
      SUMMARY OF PRINCIPAL LEGAL DOCUMENTS




A-1
                                          APPENDIX B

                                 THE CITY OF BRENTWOOD


        The following information concerning the City and surrounding areas are included only
for the purpose of supplying general information regarding the community. The Bonds are not a
debt of the City, the State, or any of its political subdivisions and neither said City, said State,
nor any of its political subdivisions is liable therefor. See the section herein entitled “SECURITY
FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR.”

The City is located in eastern Contra Costa County (the “County”) across the San
Francisco Bay approximately 45 miles northeast of San Francisco, 65 miles southwest
of Sacramento and 10 miles east of the City of Antioch. The City contains
approximately 8.65 square miles in total area and has a population which has increased
significantly in recent years. Certain demographic information on the County is
presented below under the subcaption “Contra Costa County.”

The City was first settled by farmers in 1878 and was incorporated in 1948. Until the
past decade, the City had retained its agricultural orientation. In recent years, new
residential subdivisions have transformed the City into a more suburban environment,
as evidenced by its rapid population growth. Land uses in and around the City are
characterized by older farming districts and an original downtown area, contrasted with
rapidly expanding residential neighborhoods in the peripheral areas of the City.

The City enjoys close proximity to major regional employment areas, including San
Francisco and the northern Bay Area, Walnut Creek and the San Ramon corridor in
Contra Costa County and the Stockton and central San Joaquin Valley area to the east.
The City also enjoys close proximity to major regional recreation areas, including
Mt. Diablo State Park approximately 25 miles to the west, the Sierra Nevada Mountains
90 miles to the east and the Sacramento Delta waterway to the north. Interstate
Highway 680, a 20-minute drive from the City's downtown area, and California
Highway 4, which runs through the City, provide convenient access to the City. The
City is also served by the Southern Pacific Railroad.

Municipal Government

The City was incorporated in 1948 as a general law city. The City government provides
for four council members elected at large to serve four-year overlapping terms, at
elections held every two years. The mayor is directly elected to serve a two-year term.
A city manager is appointed by the council and mayor to administer daily affairs of the
City and to implement policies established by the council.

        Municipal functions include police protection, water service, highways and streets,
sanitation, youth services, public improvements, parks and recreation services, community
development and general administrative services. The City has approximately 110 full-time
employees and 10 part-time employees.



B-1
Population

The following chart indicates historic population estimates of the City, County and the
State of California.

                HISTORICAL CITY, COUNTY AND STATE POPULATION DATA

                                   City of        Contra Costa            State of
                    Year         Brentwood           County              California
                    1999          20,250             924,400            33,766,000
                    2000          22,250             955,900            34,207,000
                    2001          25,350             972,100            34,818,000
                    2002          29,600             980,900            35,000,000
                    2003          33,000             994,900            35,591,000
                    2004          37,246           1,008,944            36,271,091
                    2005          40,912           1,020,898            36,810,358

                  Sources: State of California, Department of Finance, as of January 1.

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.”




B-2
                            Effective Buying Income
                       As of January 1, 1999 through 2003


                                              Total Effective   Median Household
                                             Buying Income       Effective Buying
      Year                Area               (000’s Omitted)         Income

      1999      Contra Costa County       $      21,772,470          $53,234
                California                      590,376,663           39,492
                United States                 4,877,786,658           37,233

      2000      Contra Costa County       $      24,823,698          $60,189
                California                      652,190,282           44,464
                United States                 5,230,824,904           39,129

      2001      Contra Costa County      $    23,902,953             $56,507
                California                  650,521,407               43,532
                United States             5,303,481,498               38,365

      2002      Contra Costa County      $    24,571,388             $54,448
                California                  647,879,427               42,484
                United States             5,340,682,818               38,035

      2003      Contra Costa County      $   25,962,828              $54,862
                California                  674,721,020               42,924
                United States             5,466,880,008               38,201
      Source: Sales & Marketing Management Survey of Buying Power.




B-3
Commercial Activity

   Total taxable sales during calendar year 2003 in the City were reported to be
   $232,542, a 16.7% increase over the total taxable sales of $199,316 reported during
   calendar year 2002. The number of establishments selling merchandise subject to
   sales tax and the valuation of taxable transactions in the City is presented in the
   following table.


                               City of BRENTWOOD
                               Taxable Retail Sales
              Number of Permits and Valuation of Taxable Transactions
                              (Dollars in Thousands)

                                  Retail Stores                              Total All Outlets

                        Number               Taxable                   Number               Taxable
                       of Permits          Transactions               of Permits          Transactions

          1999            248                  129,608                   473               151,789
          2000            252                  149,485                   493               177,716
          2001            277                  161,364                   536               194,323
          2002            292                  169,876                   561               199,316
          2003            362                  198,832                   687               232,542

       Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax).

   Total taxable sales during calendar year 2003 in the County were reported to be
   $12,223,295, a .5% increase over the total taxable sales $12,159,424 reported
   during calendar year 2002. The number of establishments selling merchandise
   subject to sales tax and the valuation of taxable transactions in the County is
   presented in the following table.

                                          contra costa county
                               Taxable Retail Sales
              Number of Permits and Valuation of Taxable Transactions
                              (Dollars in Thousands)

                                  Retail Stores                              Total All Outlets

                        Number               Taxable                   Number               Taxable
                       of Permits          Transactions               of Permits          Transactions

          1999           11,008               7,718,261                 22,733             11,114,476
          2000           10,791               8,649,419                 22,674             12,330,560
          2001           10,782               8,942,822                 22,609             12,256,721
          2002           10,836               9,044,346                 22,541             12,159,424
          2003           11,575               9,025,114                 23,253             12,223,295

       Source: State Board of Equalization.




B-4
Employment

         Contra Costa County and Alameda County comprise the Oakland Metropolitan
Statistical Area. The civilian labor force, employment and unemployment for the Oakland
Metropolitan Statistical Area is outlined in the following table.

\
                                  COUNTY OF CONTRA COSTA
                           Labor Force, Employment and Unemployment
                                         2000                       2001       2002      2003      2004
    Civilian Labor Force (1)           1,271,800                   1,287,400 1,288,500 1,273,400 1,261,500
    Employment                         1,226,200                   1,229,500 1,206,800 1,189,500 1,188,600
    Unemployment                          45,600                      57,900    81,700    83,900    72,900
    Unemployment Rate                      3.6%                        4.5%      6.3%      6.6%      5.8%
    Wage and Salary Employment: (2)
    Agriculture                            3,000                       3,000          3,000          2,600          1,500
    Natural Resources and Mining           2,400                       1,600          1,200            900          1,200
    Construction                          65,500                      69,700         66,600         67,100         69,100
    Manufacturing                        116,500                     113,200        103,600         98,000         99,100
    Wholesale Trade                       53,700                      55,400         53,100         50,600         48,700
    Retail Trade                         112,300                     113,300        112,000        110,500        110,200
    Transportation, Warehousing and
    Utilities                             41,700                      41,300    39,500    36,000    33,900
    Information                           39,000                      37,700    35,200    32,600    31,000
    Finance and Insurance                 33,000                      40,300    44,200    49,400    48,900
    Real Estate and Rental and Leasing    17,600                      18,300    18,300    18,200    18,300
    Professional and Business Services   170,200                     159,000   149,600   144,900   146,700
    Educational and Health Services      110,700                     112,500   114,700   117,000   117,900
    Leisure and Hospitality               73,700                      77,900    79,900    80,400    80,600
    Other Services                        31,900                      35,800    37,800    37,500    37,000
    Federal Government                    21,000                      19,200    18,600    18,600    17,500
    State Government                      45,900                      47,300    49,100    48,800    47,100
    Local Government                     109,700                     112,300   116,500   115,000   114,400
    Total, All Industries              1,047,600                   1,057,800 1,042,800 1,028,200 1,023,000
    (1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic
    workers, and workers on strike.
    (2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic
    workers, and workers on strike.
    Source:       State of California Employment Development Department.




                                                             B-5
Major Employers

The largest manufacturing and non-manufacturing employers as of January 1, 2005 in
Contra Costa County are shown below.


      Employer Name           Location                        Industry
BERLEX BIOSCIENCES            Richmond        NONCLASSIFIED ESTABLISHMENTS
BIO-RAD LABORATORIES INC      Hercules        LABORATORY ANALYTICAL INSTRUMENTS
                                             (MFRS)
C & H SUGAR CO INC            Crockett        FEDERALLY CHARTERED CREDIT UNIONS
CHEVRON TEXACO               San Ramon        SERVICE STATIONS-GASOLINE & OIL
DOWNSTREAM
CONCORD NAVAL WEAPONS          Concord       FEDERAL GOVERNMENT-NATIONAL SECURITY
STATION
CONTRA-COSTA REGIONAL          Martinez          HOSPITALS
MED CTR
DOCTOR'S MEDICAL CTR          San Pablo      HOSPITALS
IRWIN HOME EQUITY CORP       San Ramon       REAL ESTATE LOANS
JOHN MUIR MEDICAL CTR        Walnut Creek    HOSPITALS
KAISER PERMANENTE              Martinez      HOSPITALS
MEDICAL CTR
MARTINEZ REFINING CO           Martinez      PETROLEUM PRODUCTS-MANUFACTURERS
MT DIABLO MEDICAL CTR          Concord       REHABILITATION SERVICES
NORDSTROM                    Walnut Creek    DEPARTMENT STORES
OAKLEY AUTO SVC                Oakley        AUTOMOBILE REPAIRING & SERVICE
OAKLEY UNION SCHOOL            Oakley        SCHOOLS
DISTRICT
PMI MORTGAGE INSURANCE       Walnut Creek    REAL ESTATE LOANS
CO
RICHMOND CITY HALL            Richmond       CITY GOVERNMENT-EXECUTIVE OFFICES
RICHMOND CITY OFFICES         Richmond       GOVERNMENT OFFICES-CITY, VILLAGE & TWP
SAN RAMON REGIONAL           San Ramon       HOSPITALS
MEDICAL CTR
ST MARY'S COLLEGE-             Moraga        SCHOOLS-UNIVERSITIES & COLLEGES
CALIFORNIA                                   ACADEMIC
SUTTER DELTA MEDICAL           Antioch       HOSPITALS
CTR
TESORO REFINING &              Martinez          CONVENIENCE STORES
MARKETING CO
US VETERANS MEDICAL CTR        Martinez      HOSPITALS
USS-POSCO INDUSTRIES           Pittsburg     STEEL MILLS
VA OUTPATIENT CLINIC           Martinez      PHYSICIANS & SURGEONS




                                           B-6
Construction

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

                                        City of BRENTWOOD
                                       Building Permit Valuation
                               (Valuation in Thousands of Dollars)

                                     2000            2001           2002         2003         2004
Permit Valuation
New Single-family                $177,184.1      $226,709.5      $326,206.8   $260,659.7   $271,770.0
New Multi-family                       0.0             0.0              0.0          0.0     19,093.3
Res. Alterations/Additions         1,349.6         1,605.0          1,445.0      1,189.9      2,551.8
 Total Residential               178,533.7       228,314.1        327,651.8    261,849.6    293,415.1

New Commercial                      3,384.7        5,245.6         11,179.7     23,395.9     33,637.2
New Industrial                      2,322.4            0.0          2,758.2      1,626.4      5,113.1
New Other                           5,510.8        6,053.1         14,932.5     10,444.3     14,130.6
Com. Alterations/Additions          1,514.3          546.6          5,122.1      3,353.5     13,076.4
 Total Nonresidential              12,732.1       11,845.2         33,992.6     38,820.1     65,957.4

New Dwelling Units
Single Family                         953          1,255            1,689        1,361       1,306
Multiple Family                         0              0                0            0         226
   TOTAL                              953          1,255            1,689        1,361       1,532

Source: Construction Industry Research Board, Building Permit Summary.

According to the Brentwood General Plan, 28,119 new residential units are planned in
the City by the year 2010. This is equal to an average of 1,875 new units per year.
Approximately 35.9 percent of these new units are anticipated to be multifamily housing
with density of 8.0 units per acre and above.




                                                    B-7
                                     CONTRA COSTA COUNTY
                                     Building Permit Valuation
                                 (Valuation in Thousands of Dollars)

                                      2000           2001            2002        2003          2004
Permit Valuation
New Single-family                $919,039.8      $917,084.8     $1,219,607.6 $1,263,359.9   $1,113,572.4
New Multi-family                  116,450.8        81,836.2         60,107.3    190,449.4      123,332.9
Res. Alterations/Additions         188,993.9       171,687.4       213,248.0    230,427.8      233,108.3
 Total Residential               1,224,484.5     1,170,608.4     1,492,962.9 1,684,237.2     1,470,013.6

New Commercial                    216,485.6       262,716.8        134,262.0   128,738.0      102,549.3
New Industrial                     12,652.7         8,832.2          9,316.4    33,047.1       17,421.4
New Other                          57,254.3        88,750.3         87,959.0    53,034.2       68,104.1
Com. Alterations/Additions        193,878.9       164,672.5        143,627.8   197,298.8      187,108.9
 Total Nonresidential             480,271.5       524,971.8        375,165.2   412,118.0      375,183.8

 New Dwelling Units
Single Family                        4,344          4,152           5,076        4,965          4,222
Multiple Family                      1,295            984             729        1,930          1,261
   TOTAL                             5,639          5,136           5,805        6,895          5,483

 Source: Construction Industry Research Board, Building Permit Summary.



Utilities

Gas and electric service in the City is provided by Pacific Gas & Electric. Telephone
service is provided by Pacific Bell. Water is supplied by City wells and the East Bay
Municipal Utility District through the City water lines and filtration plant. Sewer service is
supplied by the City.

Education

The City is part of the Brentwood and Liberty Union School District which provide K-12
public education needs. There is one high school, one junior high school and two
elementary schools located in the City.

Near the City are four colleges: Los Medanos Community College in Pittsburg, Diablo
Valley Community College in Concord and San Joaquin Delta Community College and
University of the Pacific in Stockton.

Transportation

        The City, located near the cities of Antioch and Stockton, is in close proximity to a highly
developed transportation network. State Highway 4 runs in an east/west direction through the
City, intersecting Interstate 680 near Martinez and Interstate 80 in Hercules. To the east,
Highway 4 leads to Stockton where it intersects with Interstate 5. The highways provide the City




                                                    B-8
with access to major regional workplace and recreation areas. The City is close to both regional
and international airports — Concord Airport, Stockton Airport and Oakland International Airport.

                                 Proximity to Major Urban Centers
                         Proximity                Distance             Time
               Antioch to Brentwood                  10 miles       15 minutes
               Concord to Brentwood                  26 miles       30 minutes
               Oakland to Brentwood                  46 miles       50 minutes
               Stockton to Brentwood                 37 miles       30 minutes
               San Francisco to Brentwood            54 miles       80 minutes
               Sacramento to Brentwood               75 miles       90 minutes
               _______________
               Source: City of Brentwood

   The City is also served by bus lines and railroads. Bay Area Rapid Transit (“BART”)

   provides a bus service from Antioch connecting to the existing Concord BART

   station. BART stations in West Pittsburg and Pittsburg have recently opened, further

   extending the rapid transit system into the east County area.


Contra Costa County

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

The County is home to more than 972,100 people and thousands of businesses who
are served by 18 cities, 201 special districts and the County. The County also provides
municipal services for the 154,100 residents of the unincorporated areas.




                                               B-9
                        APPENDIX C

      PROPOSED FORM OF FINAL OPINION OF BOND COUNSEL




C-1
                                     APPENDIX D

                FORM OF CONTINUING DISCLOSURE AGREEMENT



This Continuing Disclosure Agreement (the “Disclosure Agreement”) dated as of
_____________, 2005, is executed and delivered by the City of Brentwood, California
(the “City”) and U.S. Bank National Association, as Trustee and as Dissemination Agent
(the “Trustee” and “Dissemination Agent”) in connection with the issuance of (i)
$_____________ Infrastructure Revenue Refunding Bonds, Series 2005A (the "2005A
Bonds"), and (ii) $_____________ Infrastructure Revenue Refunding Bonds,
Subordinated Series 2005B (the "2005B Bonds" and together with the 2005A Bonds,
the "Bonds"). The Bonds are issued pursuant to the terms of an Amended and
Restated Trust Agreement (the “Trust Agreement”) dated as of June 1, 2005 (the "Trust
Agreement") among the Brentwood Infrastructure Financing Authority (the “Issuer”), the
City and the Trustee. The Bonds are being issued to refund the Brentwood
Infrastructure Financing Authority’s CIFP 2002-1 Infrastructure Revenue Bonds, Series
2002, which were issued to assist the City in the financing and refinancing of certain
improvements of benefit to property within the City's Assessment District No. 2002-1
(the "District"). The Bonds are secured by payments received by the Authority from the
City of principal and interest on a series of bonds (the "Local Obligations"), issued by
the City for its Assessment District No. 2002-1.

      Pursuant to the Trust Agreement, the City, Dissemination Agent and the Trustee
covenant and agree as follows:

       SECTION 1. Purpose of the Disclosure Agreement. This Disclosure
Agreement is being executed and delivered by the City, the Dissemination Agent and
the Trustee for the benefit of the Holders and Beneficial Owners of the Bonds and in
order to assist the Participating Underwriter in complying with the Rule (defined below).
The City, the Dissemination Agent and the Trustee acknowledge that the Issuer has
undertaken no responsibility with respect to any reports, notices or disclosures provided
or required under this Agreement, and has no liability to any person, including any
Holder or Beneficial Owner of the Bonds, with respect to the Rule.

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

“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as
described in, Sections 2 and 3 of this Disclosure Agreement.

“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, any Bonds (including



                                           D-1
persons holding Bonds through nominees, depositories or other intermediaries), or (b) is
treated as the owner of any Bonds for federal income tax purposes.

“Disclosure Representative” shall mean the City Manager of the City or his or her
designee, or such other person as the City shall designate in writing to the
Dissemination Agent and Trustee from time to time.

“Dissemination Agent” shall mean U. S. Bank National Association, acting in its capacity
as Dissemination Agent hereunder, or any successor Dissemination Agent designated
in writing by the City and which has filed with the Trustee a written acceptance of such
designation.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.

“National Repository” shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule, as they may be designated from time
to time pursuant to the Rule. Any filing under this Disclosure Certificate with a National
Repository may be made solely by transmitting such filing to the Texas Municipal
Advisory Council (the “MAC”) as provided at http://www.disclosureusa.org unless the
United States Securities and Exchange Commission has withdrawn the interpretive
advice in its letter to the MAC dated September 7, 2004.

“Participating Underwriter” shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.

“Repository” shall mean each National Repository and each State Repository.

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

“State” shall mean the State of California.

“State Repository” shall mean any public or private repository or entity designated by
the State as a state repository for the purpose of the Rule and recognized as such by
the Securities and Exchange Commission. As of the date of this Disclosure Agreement,
there is no State Repository.

Section 3. Provision of Annual Reports.

   (a) The City shall, or upon written direction, shall cause the Dissemination Agent to,
   not later than 8 months after the end of the City’s fiscal year (which end of the fiscal
   year is presently June 30), commencing with the report for the 2004-05 Fiscal Year,
   provide to each Repository an Annual Report which is consistent with the
   requirements of Section 4 of this Disclosure Agreement. In each case, the Annual



                                              D-2
   Report may be submitted as a single document or as separate documents
   comprising a package, and may cross-reference other information as provided in
   Section 4 of this Disclosure Agreement. 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(f).


(b)     Not later than fifteen (15) Business Days prior to the date specified in subsection
(a) for providing the Annual Report to the Repositories, the City shall provide the Annual
Report to the Dissemination Agent and the Trustee (if the Trustee is not the
Dissemination Agent). If by such date the Trustee has not received a copy of the
Annual Report, the Trustee shall contact the City and the Dissemination Agent to
determine if the City is in compliance with the first sentence of this subsection (b). The
City shall provide a written certification with each Annual Report furnished to the
Dissemination Agent and the Trustee to the effect that such Annual Report constitutes
the Annual Report required to be furnished by it hereunder. The Dissemination Agent
and Trustee may conclusively rely upon such certification of the City and shall have no
duty or obligation to review such Annual Report.

(c)   If the Trustee is unable to verify that an Annual Report has been provided to the
Repositories by the date required in subsection (a), the Trustee shall send a notice to
each Repository in substantially the form attached as Exhibit A.

       (d)    The Dissemination Agent shall:
              (i) determine each year prior to the final date for providing the Annual
              Report the name and address of each National Repository and the State
              Repository, if any; and

              (ii) file a report with the City, the Issuer and (if the Dissemination Agent is
              not the Trustee) the Trustee certifying that the Annual Report has been
              provided pursuant to this Disclosure Agreement, stating the date it was
              provided, and listing all the Repositories to which it was provided to the
              extent such information is accessible to the Dissemination Agent.

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

       1.     A statement of the amounts on deposit in each fund or account
       established under the Trust Agreement (except the Rebate Fund and the
       Expense Fund).

       2.     A statement the number of homes within the City of Brentwood
       Assessment District No. 2002-1 for which a building permit has been issued by
       the City.

       3.      Information concerning any delinquencies in the payment of assessment
       installments securing the Local Obligations including (i) the total amount of
       delinquencies in District, both as a dollar amount and as a percentage of the total


                                             D-3
       levy for the Fiscal Year and (ii) with respect to any delinquency of an owner
       which holds land subject to more than 5% of the assessment liens securing Local
       Obligations, the following information:

              (a)    Assessor’s Parcel Number
              (b)    Record owner of the parcel;
              (c)    Amount of delinquency, including separate statement of
                     amounts representing principal on Local Obligations, interest
                     on Local Obligations, administrative expenses levy, penalties
                     and interest on delinquency;
              (d)    Due date of first delinquent installment; and
              (e)    Status of foreclosure action, if any.

       4.       A statement describing any changes in land use entitlements or zoning
       within the District (including information concerning any growth control or similar
       ordinances or enactments) since the later of (i) the date of the Official Statement
       or (ii) the date of the immediately preceding Annual Report.

       5.       The audited financial statement of the City for the preceding Fiscal Year
       prepared in accordance with generally accepted accounting practices; provided,
       that if the audited financial statements are not available at the time of filing of the
       Annual Report, they may be filed separately after filing of the Annual Report but
       the Annual Report shall contain unaudited financial statements of the City for the
       preceding Fiscal Year; and provided, further, that in each Annual Report or other
       filing containing the City’s financial statements, the following statement shall be
       included in bold type:

“THE FOLLOWING FINANCIAL STATEMENT IS PROVIDED SOLELY TO COMPLY
WITH THE SECURITIES EXCHANGE COMMISSION STAFF’S INTERPRETATION
OF RULE 15C2-12. NO FUNDS OR ASSETS OF THE CITY ARE REQUIRED TO BE
USED TO PAY DEBT SERVICE ON THE BONDS AND THE CITY IS NOT
OBLIGATED TO ADVANCE AVAILABLE FUNDS FROM THE CITY TREASURY TO
COVER ANY DELINQUENCIES. INVESTORS SHOULD NOT RELY ON THE
FINANCIAL CONDITION OF THE CITY IN EVALUATING WHETHER TO BUY, HOLD
OR SELL THE BONDS.

Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues with respect to which the City is
an “obligated person” (as defined by the Rule), which have been filed with each of the
Repositories or the Securities and Exchange Commission. If the document included by
reference is a final official statement, it must be available from the Municipal Securities
Rulemaking Board. The City shall clearly identify each such other document so
included by reference.

SECTION 5. Reporting of Significant Events.




                                              D-4
(a)     Pursuant to the provisions of this Section 4, the City shall give an officer’s
certificate including notice of the occurrence of any of the following events with respect
to the Bonds, if material:

            1.   Principal and interest payment delinquencies.
            2.   Non-payment related defaults.
            3.   Modifications to rights of Bondholders.
            4.   Optional, contingent or unscheduled Bond calls.
            5.   Defeasances.
            6.   Rating changes.
            7. Adverse tax opinions or events affecting the tax-exempt status of the
                Bonds.
            8. Unscheduled draws on the debt service reserves, if any, reflecting
                financial difficulties.
            9. Unscheduled draws on credit enhancements reflecting financial difficulties.
            10. Substitution of credit or liquidity providers, or their failure to perform.
            11. Release, substitution, or sale of property securing repayment of the
                Bonds.

(b)     The Trustee shall, within one (1) Business Day, or as soon as reasonably
practicable thereafter, of obtaining actual knowledge of the occurrence of any of the
Listed Events (provided the Trustee shall not be responsible to determine the materiality
of any such Listed Event) contact the Disclosure Representative, inform such person of
the event, and request that the Local Agency promptly notify the ]Dissemination Agent
in writing whether or not to report the event pursuant to subsection (f) and promptly
direct the Trustee whether or not to report such event to the Bondholders. In the
absence of such direction the Trustee shall not report such event unless otherwise
required to be reported by the Trustee to the Bondholders under the Trust Agreement.
The Trustee may conclusively rely upon such direction. (or lack thereof). For purposes
of this Disclosure Agreement, “actual knowledge” of the occurrence of such Listed
Events shall mean actual knowledge by the officer at the Corporate Trust Office of the
Trustee with regular responsibility for the administration of matters related to the Trust
Agreement.

(c)    Whenever the City obtains knowledge of the occurrence of a Listed Event,
because of a notice from the Trustee pursuant to subsection (b) or otherwise, the City
shall as soon as possible determine if such event would be material under applicable
federal securities laws.
   (d) If the City has determined that knowledge of the occurrence of a Listed Event would be material under applicable
   federal securities laws, the City shall promptly notify the Dissemination Agent in writing. Such notice shall instruct
   the Dissemination Agent to report the occurrence pursuant to subsection (f).



(e)     If in response to a request under subsection (b), the City determines that the
Listed Event would not be material under applicable federal securities laws, the City
shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent
not to report the occurrence.


                                                          D-5
(f)     If the Dissemination Agent has been instructed by the City to report the
occurrence of a listed Event, the Dissemination Agent shall file a notice of such
occurrence with the Municipal Securities Rulemaking Board and each State Repository
with a COPY to the City. Notwithstanding the foregoing, notice of Listed Events
described in subsections (a)(4) and (5) need not be given under this subsection any
earlier than the notice (if any) of the underlying event is given to the Holders of affected
Bonds pursuant to the Trust Agreement.

SECTION 6. Termination of Reporting Obligation. The City’s, Trustee's and
Dissemination Agent's obligations under this Disclosure Agreement shall terminate upon
the legal defeasance, prior redemption or payment in fall of all of the Bonds or as to the
Trustee and Dissemination Agent, the earlier resignation or removal thereof. If the
City's obligations under the Local Obligations are assumed in full by some other entity,
such person shall be responsible for compliance with this Disclosure Agreement in the
same manner as if it were the City and the original City shall have no further
responsibility hereunder. If such termination or substitution occurs prior to the final
maturity of the Bonds, the City shall give notice of such termination or substitution in the
same manner as for a Listed Event under Section 5(f).

SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage
a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge any such Agent, with or without appointing a successor
Dissemination Agent. The Dissemination Agent shall not be responsible in any manner
for the, content of any notice or report prepared by the City pursuant to this Disclosure
Agreement. If at any time there is not any other designated Dissemination Agent, the
Trustee shall be the Dissemination Agent. The initial Dissemination Agent shall be U.
S. Bank National Association The Dissemination Agent may resign by providing thirty
days written notice to the City and the Trustee.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the City, Agent and the Trustee may amend this Disclosure,
Agreement (and the Trustee and Dissemination Agent shall agree to any amendment so
requested by the City provided, neither the Trustee or Dissemination Agent shall be
obligated to enter into any such amendment that modifies or increases its duties or
obligations hereunder) and any provision of this Disclosure Agreement may be waived,
provided that the following conditions are satisfied.

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

(b)    The undertaking, as amended or taking into account such waiver, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of
the Rule at the time of the original issuance of the Bonds, after taking into account any



                                             D-6
amendments or interpretations of the Rule, as well as any change in circumstances;
and

(c)   The amendment or waiver either (i) is approved by the Holders of the Bonds in
the same manner as provided in the Trust Agreement for amendments to the Trust
Agreement with the consent of Holders, or (ii) does not, in the, opinion of nationally
recognized bond counsel, materially impair the interests of the Holders or Beneficial
Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement,
the City shall describe such amendment in the next Annual Report, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its
impact on the type (or, in the case of a change of accounting principles, on the
Presentation) of financial information or operating data being presented by the City. In
addition, if the amendment relates to the accounting principles to be followed in
preparing financial statements, (i) notice of such change shall be given in the same
manner as for a Listed Event under Section 5(f), and (ii) the Annual Report for the year
in which the change is made should present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as prepared an the basis
of the new accounting principles and those prepared on the basis of the former
accounting principles.

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the City from disseminating any other information, using the means
of dissemination set forth in this Disclosure Agreement 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
Agreement. 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 Agreement, the City shall have no obligation under this Agreement to
update such information or include it in any future Annual Report or notice of occurrence
of a Listed Event.

SECTION 10. Default. In the event of a failure of the City or the Trustee to comply with,
any provision of this Disclosure Agreement, the Trustee, at the written request of any
Participating Underwriter or the Holders of at least 25% aggregate principal amount of
Outstanding Bonds, shall but only to the extent funds in an amount satisfactory to the
Trustee have been provided to it or it has been otherwise indemnified to its satisfaction
from any cost, liability, expense or additional charges of the Trustee whatsoever,
including, without limitation, fees and expenses of its attorneys., or any Holder or
Beneficial Owner of the Bonds may take such actions as way be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause
the City or the Trustee, as the case may be, to comply with its obligations under this
Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed
an Event of Default under the Trust Agreement, and the sole remedy under this




                                            D-7
Disclosure Agreement in the event of any failure of the City or the Trustee to comply
with this Disclosure Agreement shall be an action to compel performance.

SECTION 11. Duties, Immunities and Liabilities of Trustee and Dissemination
Agent. Article IX of the Trust Agreement is hereby made applicable to this Disclosure
Agreement as if this Disclosure Agreement were (solely for this purpose) contained in
the Trust Agreement and the Agent shall be entitled to the same protections, limitations
from liability and indemnities afforded the Trustee thereunder. The Dissemination Agent
and the Trustee shall have only such duties as are specifically set forth in this
Disclosure Agreement, and the City agrees to indemnify and save the Dissemination
Agent, and Trustee, their officers, directors, employees and agents, harmless against
any loss, expense and liabilities which they may incur arising out of or in the exercise or
performance of their powers and duties hereunder, including the costs and expenses
(including attorneys fees) of defaulting against any claim of liability, but excluding
liabilities due to the Dissemination Agent's negligence or willful misconduct. The
obligations of the City under this Section shall survive resignation or removal of the
Agent or Trustee and payment of the Bonds. The Dissemination Agent shall be paid
compensation by the City for its services provided hereunder in accordance with its
schedule of fees as amended from time to time and all expenses, legal fees and
advances made or incurred by the Dissemination Agent in the per6rmance of its duties
hereunder. The Dissemination Agent and the Trustee shall have no duty or obligation
to review any information provided to them hereunder and shall not be deemed to be
acting in any fiduciary capacity for the City, the issuer, the Bondholders, or any other
party. Neither the Trustee or the Dissemination Agent shall have any liability to the
Bondholders or any other party for any monetary damages or financial liability of any
kind whatsoever related to or arising from any breach of this Agreement.

SECTION 12. Notices. Any notices or communications to or among any of the parties
to this Disclosure Agreement may be given as follows:

To the City:                City of Brentwood
                            708 Third Street
                            Brentwood, CA 94513
                            Attention: City Manager
                            FAX (925) 634-6930

To the Trustee:             U.S. Bank National Association
                            Attention: Corporate Trust
                            One California Street, Suite 2550
                            San Francisco, CA 94111
                            FAX (415) 274-4590

Any person may, by written notice to the other persons listed above, designate a
different address or telephone number(s) to which subsequent notices or
communications, should be sent.




                                             D-8
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the
benefit of the Issuer, the City, the Trustee, the Dissemination Agent, the Participating
Underwriters, and Holders and Beneficial Owners from time to time of the Bonds, and
shall create no rights in any person or entity.

      SECTION 14. Counterparts. This Disclosure Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument.

Date: ___________________, 2005


CITY OF BRENTWOOD



By:
              Authorized Officer


U. S. BANK NATIONAL ASSOCIATION, as Trustee and Dissemination Agent


By:
                                     Authorized Officer




                                             D-9
                                       EXHIBIT A

          NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

       Name of Issuer:                   Brentwood Infrastructure Financing Authority

       Name of Bonds:                    Infrastructure Revenue Refunding Bonds, Series
                                         2005A and Subordinated Series 2005B

       Name of Local Agency:             City of Brentwood, California

       Date of Issuance:                 _________________, 2005

       NOTICE IS HEREBY GIVEN that the City of Brentwood has not provided an Annual
Report with respect to the above-named Bonds as required by the Amended and Restated Trust
Agreement dated as of June 1, 2005 that the Annual Report will be filed by _________.


Dated: _____________


U. S. BANK NATIONAL ASSOCIATION,
on behalf of the City of Brentwood




cc: City of Brentwood




D-10
                                              APPENDIX E

                                   THE BOOK ENTRY SYSTEM


DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered bonds
registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered Bond will be
issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will
be deposited with DTC.

The information in this Appendix concerning The Depository Trust Company ("DTC"), New York, New
York, and DTC’s book-entry system has been obtained from DTC and the Authority takes no
responsibility for the completeness or accuracy thereof. The Authority cannot and does not give any
assurances 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 do
so 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.

The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds.
The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized representative of DTC.
One fully-registered security certificate will be issued for each maturity of the Bonds, each in the
aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world's largest 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 2 million issues of U.S.
and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from
over 85 countries that DTC’s participants ("Direct Participants") deposit with DTC. DTC also facilitates the
post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Participants’
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust
& Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and
Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation,
MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (respectively, "NSCC", "GSCC",
"MBSCC", and "EMCC", also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc.,
the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. 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 Standard & Poor’s
highest rating: AAA. 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.

Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Bonds 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


E-1
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 Bonds 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
the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds 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 the Bonds 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 Bonds; DTC’s records reflect only the identity of the
Direct Participants to whose accounts such Bonds 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.

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 the Bonds may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the Bonds, such as redemptions,
tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners
of the Bonds may wish to ascertain that the nominee holding the Bonds 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.

Redemption notices shall be sent to DTC. If less than all of the Bonds 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.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds
unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to the 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 the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments of principal of, premium, if any, and interest evidenced by the Bonds will be made to Cede &
Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice
is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information
from the Authority or the Trustee, 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 (nor its
nominee), the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal of, premium, if any, and interest evidenced by the Bonds to
Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the
responsibility of the Authority or the Trustee, 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.

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




E-2
The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a
successor securities depository). In that event, Bond certificates will be printed and delivered.

In the event that the book-entry system is discontinued as described above, the requirements of the
Indenture will apply. The foregoing information concerning DTC concerning and DTC’s book-entry
system has been provided by DTC, and neither the Authority or the Trustee take any responsibility for the
accuracy thereof.

Neither the Authority or the Underwriter can and do not give any assurances that DTC, the Participants or
others will distribute payments of principal, interest or premium, if any, evidenced by the Bonds paid to
DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to
the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner
described in this Official Statement. Neither the Authority or the Underwriter is responsible or liable for the
failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with
respect to the Bonds or an error or delay relating thereto.

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

Discontinuance of Book-Entry System. DTC may discontinue providing its services with respect to the
Bonds at any time by giving notice to the Trustee and discharging its responsibilities with respect thereto
under applicable law or the City may terminate participation in the system of book-entry transfers through
DTC or any other securities depository at any time. In the event that the book-entry system is
discontinued, the Issuer will execute, and the Trustee will authenticate and make available for delivery,
replacement Bonds in the form of registered bonds. See "THE BONDS - Amount and Issuance of the
Bonds" above.




E-3
               APPENDIX F

SPECIMEN MUNICIPAL BOND INSURANCE POLICY




                   -1-
                       CONTINUING DISCLOSURE AGREEMENT



This Continuing Disclosure Agreement (the “Disclosure Agreement”) dated as of
_____________, 2005, is executed and delivered by the City of Brentwood, California (the
“City”) and U.S. Bank National Association, as Trustee and as Dissemination Agent (the
“Trustee” and “Dissemination Agent”) in connection with the issuance of (i) $_____________
Infrastructure Revenue Refunding Bonds, Series 2005A (the "2005A Bonds"), and (ii)
$_____________ Infrastructure Revenue Refunding Bonds, Subordinated Series 2005B (the
"2005B Bonds" and together with the 2005A Bonds, the "Bonds"). The Bonds are issued
pursuant to the terms of an Amended and Restated Trust Agreement (the “Trust Agreement”)
dated as of June 1, 2005 (the "Trust Agreement") among the Brentwood Infrastructure Financing
Authority (the “Issuer”), the City and the Trustee. The Bonds are being issued to refund the
Brentwood Infrastructure Financing Authority’s CIFP 2002-1 Infrastructure Revenue Bonds,
Series 2002, which were issued to assist the City in the financing and refinancing of certain
improvements of benefit to property within the City's Assessment District No. 2002-1 (the
"District"). The Bonds are secured by payments received by the Authority from the City of
principal and interest on a series of bonds (the "Local Obligations"), issued by the City for its
Assessment District No. 2002-1.

       Pursuant to the Trust Agreement, the City, Dissemination Agent and the Trustee covenant
and agree as follows:

        SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the City, the Dissemination Agent and the Trustee for the
benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating
Underwriter in complying with the Rule (defined below). The City, the Dissemination Agent
and the Trustee acknowledge that the Issuer has undertaken no responsibility with respect to any
reports, notices or disclosures provided or required under this Agreement, and has no liability to
any person, including any Holder or Beneficial Owner of the Bonds, with respect to the Rule.

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

“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as
described in, Sections 2 and 3 of this Disclosure Agreement.

“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of
any Bonds for federal income tax purposes.




                                                -2-
“Disclosure Representative” shall mean the City Manager of the City or his or her designee, or
such other person as the City shall designate in writing to the Dissemination Agent and Trustee
from time to time.

“Dissemination Agent” shall mean U. S. Bank National Association, acting in its capacity as
Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by
the City and which has filed with the Trustee a written acceptance of such designation.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.

“National Repository” shall mean any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule, as they may be designated from time to time pursuant to the
Rule. Any filing under this Disclosure Certificate with a National Repository may be made
solely by transmitting such filing to the Texas Municipal Advisory Council (the “MAC”) as
provided at http://www.disclosureusa.org unless the United States Securities and Exchange
Commission has withdrawn the interpretive advice in its letter to the MAC dated September 7,
2004.

“Participating Underwriter” shall mean any of the original underwriters of the Bonds required to
comply with the Rule in connection with offering of the Bonds.

“Repository” shall mean each National Repository and each State Repository.

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

“State” shall mean the State of California.

“State Repository” shall mean any public or private repository or entity designated by the State
as a state repository for the purpose of the Rule and recognized as such by the Securities and
Exchange Commission. As of the date of this Disclosure Agreement, there is no State
Repository.

Section 3. Provision of Annual Reports.

   (a) The City shall, or upon written direction, shall cause the Dissemination Agent to,
   not later than 8 months after the end of the City’s fiscal year (which end of the fiscal
   year is presently June 30), commencing with the report for the 2004-05 Fiscal Year,
   provide to each Repository an Annual Report which is consistent with the
   requirements of Section 4 of this Disclosure Agreement. In each case, the Annual
   Report may be submitted as a single document or as separate documents
   comprising a package, and may cross-reference other information as provided in
   Section 4 of this Disclosure Agreement. 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(f).




                                                -3-
(b)     Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for
providing the Annual Report to the Repositories, the City shall provide the Annual Report to the
Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by such
date the Trustee has not received a copy of the Annual Report, the Trustee shall contact the City
and the Dissemination Agent to determine if the City is in compliance with the first sentence of
this subsection (b). The City shall provide a written certification with each Annual Report
furnished to the Dissemination Agent and the Trustee to the effect that such Annual Report
constitutes the Annual Report required to be furnished by it hereunder. The Dissemination
Agent and Trustee may conclusively rely upon such certification of the City and shall have no
duty or obligation to review such Annual Report.

(c)    If the Trustee is unable to verify that an Annual Report has been provided to the
Repositories by the date required in subsection (a), the Trustee shall send a notice to each
Repository in substantially the form attached as Exhibit A.

       (di)    The Dissemination Agent shall:
               (j) determine each year prior to the final date for providing the Annual Report the
                   name and address of each National Repository and the State Repository, if
                   any; and

               (ii) file a report with the City, the Issuer and (if the Dissemination Agent is not the
               Trustee) the Trustee certifying that the Annual Report has been provided pursuant
               to this Disclosure Agreement, stating the date it was provided, and listing all the
               Repositories to which it was provided to the extent such information is accessible
               to the Dissemination Agent.

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

       1.     A statement of the amounts on deposit in each fund or account established under
       the Trust Agreement (except the Rebate Fund and the Expense Fund).

       2.      A statement the number of homes within the City of Brentwood Assessment
       District No. 2002-1 for which a building permit has been issued by the City.

       3.      Information concerning any delinquencies in the payment of assessment
       installments securing the Local Obligations including (i) the total amount of
       delinquencies in District, both as a dollar amount and as a percentage of the total levy for
       the Fiscal Year and (ii) with respect to any delinquency of an owner which holds land
       subject to more than 5% of the assessment liens securing Local Obligations, the
       following information:

                       (f)    Assessor’s Parcel Number
                       (g)    Record owner of the parcel;
                       (h)    Amount of delinquency, including separate statement of
                              amounts representing principal on Local Obligations,



                                                 -4-
                               interest on Local Obligations, administrative expenses levy,
                               penalties and interest on delinquency;
                       (i)     Due date of first delinquent installment; and
                       (j)     Status of foreclosure action, if any.

       4.      A statement describing any changes in land use entitlements or zoning within the
       District (including information concerning any growth control or similar ordinances or
       enactments) since the later of (i) the date of the Official Statement or (ii) the date of the
       immediately preceding Annual Report.

       5.     The audited financial statement of the City for the preceding Fiscal Year
       prepared in accordance with generally accepted accounting practices; provided, that if the
       audited financial statements are not available at the time of filing of the Annual Report,
       they may be filed separately after filing of the Annual Report but the Annual Report shall
       contain unaudited financial statements of the City for the preceding Fiscal Year; and
       provided, further, that in each Annual Report or other filing containing the City’s
       financial statements, the following statement shall be included in bold type:

“THE FOLLOWING FINANCIAL STATEMENT IS PROVIDED SOLELY TO
COMPLY WITH THE SECURITIES EXCHANGE COMMISSION STAFF’S
INTERPRETATION OF RULE 15C2-12. NO FUNDS OR ASSETS OF THE CITY ARE
REQUIRED TO BE USED TO PAY DEBT SERVICE ON THE BONDS AND THE CITY
IS NOT OBLIGATED TO ADVANCE AVAILABLE FUNDS FROM THE CITY
TREASURY TO COVER ANY DELINQUENCIES. INVESTORS SHOULD NOT RELY
ON THE FINANCIAL CONDITION OF THE CITY IN EVALUATING WHETHER TO
BUY, HOLD OR SELL THE BONDS.

Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues with respect to which the City is an “obligated
person” (as defined by the Rule), which have been filed with each of the Repositories or the
Securities and Exchange Commission. If the document included by reference is a final official
statement, it must be available from the Municipal Securities Rulemaking Board. The City shall
clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.

(a)    Pursuant to the provisions of this Section 4, the City shall give an officer’s certificate
including notice of the occurrence of any of the following events with respect to the Bonds, if
material:

12.    Principal and interest payment delinquencies.
13.    Non-payment related defaults.
14.    Modifications to rights of Bondholders.
15.    Optional, contingent or unscheduled Bond calls.
16.    Defeasances.
17.    Rating changes.


                                                 -5-
18. Adverse tax opinions or events affecting the tax-exempt status of the Bonds.
19. Unscheduled draws on the debt service reserves, if any, reflecting financial difficulties.
20. Unscheduled draws on credit enhancements reflecting financial difficulties.
21. Substitution of credit or liquidity providers, or their failure to perform.
22. Release, substitution, or sale of property securing repayment of the Bonds.

(b)     The Trustee shall, within one (1) Business Day, or as soon as reasonably practicable
thereafter, of obtaining actual knowledge of the occurrence of any of the Listed Events (provided
the Trustee shall not be responsible to determine the materiality of any such Listed Event)
contact the Disclosure Representative, inform such person of the event, and request that the
Local Agency promptly notify the ]Dissemination Agent in writing whether or not to report the
event pursuant to subsection (f) and promptly direct the Trustee whether or not to report such
event to the Bondholders. In the absence of such direction the Trustee shall not report such event
unless otherwise required to be reported by the Trustee to the Bondholders under the Trust
Agreement. The Trustee may conclusively rely upon such direction. (or lack thereof). For
purposes of this Disclosure Agreement, “actual knowledge” of the occurrence of such Listed
Events shall mean actual knowledge by the officer at the Corporate Trust Office of the Trustee
with regular responsibility for the administration of matters related to the Trust Agreement.

(c)     Whenever the City obtains knowledge of the occurrence of a Listed Event, because of a
notice from the Trustee pursuant to subsection (b) or otherwise, the City shall as soon as possible
determine if such event would be material under applicable federal securities laws.
   (d) If the City has determined that knowledge of the occurrence of a Listed Event would be material under applicable
   federal securities laws, the City shall promptly notify the Dissemination Agent in writing. Such notice shall instruct
   the Dissemination Agent to report the occurrence pursuant to subsection (f).



(e)    If in response to a request under subsection (b), the City determines that the Listed Event
would not be material under applicable federal securities laws, the City shall so notify the
Dissemination Agent in writing and instruct the Dissemination Agent not to report the
occurrence.

(f)     If the Dissemination Agent has been instructed by the City to report the occurrence of a
listed Event, the Dissemination Agent shall file a notice of such occurrence with the Municipal
Securities Rulemaking Board and each State Repository with a COPY to the City.
Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5)
need not be given under this subsection any earlier than the notice (if any) of the underlying
event is given to the Holders of affected Bonds pursuant to the Trust Agreement.

SECTION 6. Termination of Reporting Obligation. The City’s, Trustee's and Dissemination
Agent's obligations under this Disclosure Agreement shall terminate upon the legal defeasance,
prior redemption or payment in fall of all of the Bonds or as to the Trustee and Dissemination
Agent, the earlier resignation or removal thereof. If the City's obligations under the Local
Obligations are assumed in full by some other entity, such person shall be responsible for
compliance with this Disclosure Agreement in the same manner as if it were the City and the
original City shall have no further responsibility hereunder. If such termination or substitution



                                                          -6-
occurs prior to the final maturity of the Bonds, the City shall give notice of such termination or
substitution in the same manner as for a Listed Event under Section 5(f).

SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement,
and may discharge any such Agent, with or without appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the, content of any notice or
report prepared by the City pursuant to this Disclosure Agreement. If at any time there is not any
other designated Dissemination Agent, the Trustee shall be the Dissemination Agent. The initial
Dissemination Agent shall be U. S. Bank National Association The Dissemination Agent may
resign by providing thirty days written notice to the City and the Trustee.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the City, Agent and the Trustee may amend this Disclosure, Agreement (and the
Trustee and Dissemination Agent shall agree to any amendment so requested by the City
provided, neither the Trustee or Dissemination Agent shall be obligated to enter into any such
amendment that modifies or increases its duties or obligations hereunder) and any provision of
this Disclosure Agreement may be waived, provided that the following conditions are satisfied.

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

(b)     The undertaking, as amended or taking into account such waiver, would, in the opinion of
nationally recognized bond counsel, have complied with the requirements of the Rule at the time
of the original issuance of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and

(c)    The amendment or waiver either (i) is approved by the Holders of the Bonds in the same
manner as provided in the Trust Agreement for amendments to the Trust Agreement with the
consent of Holders, or (ii) does not, in the, opinion of nationally recognized bond counsel,
materially impair the interests of the Holders or Beneficial Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the City
shall describe such amendment in the next Annual Report, and shall include, as applicable, a
narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in
the case of a change of accounting principles, on the Presentation) of financial information or
operating data being presented by the City. In addition, if the amendment relates to the
accounting principles to be followed in preparing financial statements, (i) notice of such change
shall be given in the same manner as for a Listed Event under Section 5(f), and (ii) the Annual
Report for the year in which the change is made should present a comparison (in narrative form
and also, if feasible, in quantitative form) between the financial statements as prepared an the
basis of the new accounting principles and those prepared on the basis of the former accounting
principles.




                                                 -7-
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed
to prevent the City from disseminating any other information, using the means of dissemination
set forth in this Disclosure Agreement 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 Agreement. 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 Agreement, the City shall have no obligation
under this Agreement to update such information or include it in any future Annual Report or
notice of occurrence of a Listed Event.

SECTION 10. Default. In the event of a failure of the City or the Trustee to comply with, any
provision of this Disclosure Agreement, the Trustee, at the written request of any Participating
Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds,
shall but only to the extent funds in an amount satisfactory to the Trustee have been provided to
it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or
additional charges of the Trustee whatsoever, including, without limitation, fees and expenses of
its attorneys., or any Holder or Beneficial Owner of the Bonds may take such actions as way be
necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the City or the Trustee, as the case may be, to comply with its obligations under this
Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event
of Default under the Trust Agreement, and the sole remedy under this Disclosure Agreement in
the event of any failure of the City or the Trustee to comply with this Disclosure Agreement shall
be an action to compel performance.

SECTION 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent.
Article IX of the Trust Agreement is hereby made applicable to this Disclosure Agreement as if
this Disclosure Agreement were (solely for this purpose) contained in the Trust Agreement and
the Agent shall be entitled to the same protections, limitations from liability and indemnities
afforded the Trustee thereunder. The Dissemination Agent and the Trustee shall have only such
duties as are specifically set forth in this Disclosure Agreement, and the City agrees to indemnify
and save the Dissemination Agent, and Trustee, their officers, directors, employees and agents,
harmless against any loss, expense and liabilities which they may incur arising out of or in the
exercise or performance of their powers and duties hereunder, including the costs and expenses
(including attorneys fees) of defaulting against any claim of liability, but excluding liabilities
due to the Dissemination Agent's negligence or willful misconduct. The obligations of the City
under this Section shall survive resignation or removal of the Agent or Trustee and payment of
the Bonds. The Dissemination Agent shall be paid compensation by the City for its services
provided hereunder in accordance with its schedule of fees as amended from time to time and all
expenses, legal fees and advances made or incurred by the Dissemination Agent in the
per6rmance of its duties hereunder. The Dissemination Agent and the Trustee shall have no duty
or obligation to review any information provided to them hereunder and shall not be deemed to
be acting in any fiduciary capacity for the City, the issuer, the Bondholders, or any other party.
Neither the Trustee or the Dissemination Agent shall have any liability to the Bondholders or any
other party for any monetary damages or financial liability of any kind whatsoever related to or
arising from any breach of this Agreement.




                                                -8-
SECTION 12. Notices. Any notices or communications to or among any of the parties to this
Disclosure Agreement may be given as follows:

To the City:                  City of Brentwood
                              708 Third Street
                              Brentwood, CA 94513
                              Attention: City Manager
                              FAX (925) 634-6930

To the Trustee:               U.S. Bank National Association
                              Attention: Corporate Trust
                              One California Street, Suite 2550
                              San Francisco, CA 94111
                              FAX (415) 274-4590

Any person may, by written notice to the other persons listed above, designate a different address
or telephone number(s) to which subsequent notices or communications, should be sent.

SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the
Issuer, the City, the Trustee, the Dissemination Agent, the Participating Underwriters, and
Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any
person or entity.




                                                -9-
       SECTION 14. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.

Date: ___________________, 2005


CITY OF BRENTWOOD



By:
              Authorized Officer


U. S. BANK NATIONAL ASSOCIATION, as Trustee and Dissemination Agent


By:
                                       Authorized Officer
                                          EXHIBIT A

          NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

       Name of Issuer:                        Brentwood Infrastructure Financing Authority

       Name of Bonds:                         Infrastructure Revenue Refunding Bonds, Series
                                              2005A and Subordinated Series 2005B

       Name of Local Agency:                  City of Brentwood, California

       Date of Issuance:                      _________________, 2005

       NOTICE IS HEREBY GIVEN that the City of Brentwood has not provided an Annual
Report with respect to the above-named Bonds as required by the Amended and Restated Trust
Agreement dated as of June 1, 2005 that the Annual Report will be filed by _________.


Dated: _____________

U. S. BANK NATIONAL ASSOCIATION,
on behalf of the City of Brentwood




cc: City of Brentwood



                                                -10-
                                                                                         Item A



                                    City of Brentwood
                           PROCLAMATION
                       Proclaiming June 4th to June 12th, 2005 as
                              Affordable Housing Week

       WHEREAS, decent, safe, affordable housing is one of the basic necessities of life; and

       WHEREAS, affordable housing is of vital importance to the health and well-being of
Contra Costa’s residents; and

       WHEREAS, hundreds of residents in Contra Costa County live in overcrowded,
substandard and otherwise inadequate housing; and

        WHEREAS, hundreds more are paying over 30 percent, and many over 50 percent, of
their income for housing and are at significant risk of losing their housing and becoming
homeless; and

       WHEREAS, hundreds of units of affordable housing have been built by non-profit
developers and others in Contra Costa County; and

       WHEREAS, these affordable housing units are well managed, well maintained and are
contributing to the communities in which they are located; and

      WHEREAS, The Association of Homeless and Housing Service Providers of Contra
Costa County and East Bay Housing Organizations have organized events during Affordable
Housing Week to acknowledge the need for and contributions of affordable housing.

        NOW THEREFORE, BE IT RESOLVED, that the City Council calls upon all residents
of Brentwood to learn about and honor the contributions of affordable housing by participating
in activities held throughout the week to commemorate this observance; and

        BE IT FURTHER RESOLVED, that the City Council of the City Brentwood, does
hereby proclaim the week of June 4th through June 12th, 2005 as Affordable Housing Week in the
City of Brentwood.

Dated this 24th day of May 2005


                                                          Brian Swisher
                                                          Mayor
                                                                                             Item B




                                    City of Brentwood
                                        PROCLAMATION

       WHEREAS, 38,233 people in California and 6,569 people in Contra Costa County die
from smoking related diseases each year; and

       WHEREAS, in Contra Costa County $228,080,000 is spent each year on medical
expenses due to smoking; and

        WHEREAS, in California each day either 204 youth under the age 18 or 74,500 people
total become regular smokers each year; and

       WHEREAS, in Contra Costa County 17% of Medi-Cal eligible mothers smoke
throughout their pregnancy and in California 1,114,000 children under the age of 17 are
exposed to secondhand smoke at home; and

        WHEREAS, more than 90% of all adult smokers begin while in their teens and 25% of
all children are regular smokers by the time they leave high school; and

       WHEREAS, it is critical to intensify public awareness of tobacco use, to educate
children, teens, and adults of its detrimental effects and increase support for agencies providing
tobacco education programs; and

       WHEREAS, the Delta First 5 Center, First 5 Contra Costa and the Mt. Diablo Region
YMCA request public support and assistance as we continue to work toward a smoke free society
where children and families can live, grow, learn, and play without the worry of inhaling
secondhand smoke and it’s serious repercussions; and

       NOW THEREFORE, BE IT RESOLVED, that I, Brian Swisher, Mayor of Brentwood
do hereby proclaim May 31st, 2005 as A SMOKE FREE DAY IN THE CITY OF BRENTWOOD.

Dated this 24th day of May 2005


                                                             Brian Swisher
                                                             Mayor
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                                                                                                     Item 01

CITY OF BRENTWOOD
                                                                                               MAY 10, 2005
CITY COUNCIL MEETING
                                                                                          COUNCIL CHAMBER
MINUTES
                                                                                                     Bob Taylor
Annette Beckstrand
                                                                                           Brian Swisher, Mayor
Ana Gutierrez


CALL TO ORDER (07:03 PM)

Roll Call
Present: Beckstrand; Gutierrez; Swisher; Taylor
Vacancy: One.

PRESENTATIONS (07:04 PM)

A. Proclamation recognizing May 15 - 21, 2005 as National Public Works Week.
    Presentation A




Public Works Director, Paul Zolfarelli accepted the proclamation.

B. Proclamation recognizing May 2005 as National Bicycling Month.
    Presentation B




Recreation Services Manager, Poldina Scherff, accepted the proclamation.

C. New Employee Introductions & Employee Promotion
    Presentation C




Police Chief, Michael Davies, introduced the following new Police Officers: Michael Maanao, Christopher Peart,
Michael Thompson, David Williams and Scott Cliatt.

Community Director, Howard Sword, introduced Nicole Magana, Administrative I.

Vice Mayor, Ana Gutierrez, administered the Oath of Allegiance to new employees.

Police Chief, Michael Davies, introduced Mark Misquez, recently promoted from Police Officer Special
Assignment Detective to Sergeant.

D. Presentation of Budget Awards. (P. Ehler)
    Presentation D




Director of Finance and Information Systems, Pam Ehler, presented awards issued by California Society of
Municipal Finance Officers. The first was an award for excellence in capital budgeting for last year's CIP budget
and the second for outstanding financial reporting for the Comprehensive Annual Financial Report.

AGENDA REVIEW (07:25 PM)

Item 10              Amended staff report and resolution.
   AGENDA REVIEW




Motion: Approve Agenda Review Item 10 as recommended.
Moved by Gutierrez, seconded by Taylor.
Vote: Motion carried 4-0.
Yes: Beckstrand; Gutierrez; Swisher; Taylor
Vacancy: One.

CITIZEN COMMENTS (07:25 PM)

Barbara Guise reported that as a Board Member for Delta Community Center, there had been 40 calls received
last week and some emergency calls of people needing food or rent and other immediate human needs.

Richard Bates said he had attended the State of the Court luncheon with the Bar Association, noting the
possibility of an East County courthouse. Even with the State budget crisis, there was money to build a




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courthouse in Contra Costa County. He asked to see the City create a task force and to work with judges and he
believed the location for a courthouse was ideal and did not have to be within City limits.

Councilmember Beckstrand said there was a piece of land near the Bypass and Laurel interchange proposed
area that the County had purchased or once talked about purchasing for a joint use facility and a courthouse
was supposed to be on the list for consideration.

Richard Bates added that assisting in finding a courthouse location may bring an economic boom into the area.

CONSENT CALENDAR (07:31 PM)

1. Approved minutes of April 26, 2005 and minutes of special meeting held April 25, 2005. (K. Chew/C. Garcia)
   Item 01A

   Item 01B




2. PULLED FOR DISCUSSION - Adopt a Resolution approving a Reimbursement Agreement with Western
   Pacific Housing, Inc., a Delaware Corporation, Subdivision Map No. 8724, located west of O'Hara Avenue
   and north of Lone Tree Way, consisting of 84 lots, for costs associated with Master Plan Facility
   Improvements. (B. Grewal/L. Vargas)
   Item 02




3. Adopted Resolution No 2005-99 for addendums to the joint-use facilities agreements between the City of
   Brentwood and Brentwood Union School District for Grant Street Elementary School and American Avenue
   Middle School, and an agreement for the joint-use of the teacher education facility at Edna Hill Middle School
   and authorizing the City Manager to sign the agreements. (C. Bronzan)
   Item 03




4. Adopted Resolution No 2005-100 authorizing the purchase of a new sanitary combination jetter/vacuum truck
    from Municipal Maintenance Equipment and authorizing the City Manager to execute a purchase order for
    the truck in an amount not to exceed $182,138.25. (P. Zolfarelli/D. Stoops)
   Item 04




5. Adopted Resolution No 2005-101 approving a Reimbursement Agreement with Contra Costa County Flood
   Control District and Water Conservation District for Drainage Area 30C Facilities constructed by the City of
   Brentwood as a part of CIP Project No. 336-3127. (B. Grewal/P. Eldredge)
   Item 05




6. Adopted Resolution No 2005-102 authorizing the City Manager to execute a contract amendment with Legg,
   Inc., for additional security hardware and doors in the amount of $20,194, plus a 10% contingency for the
   New Police Station, CIP Project No. 337-3142. (K. Chew/Lt. K. King/M. Huber)
   Item 06




7. Refer the 2005/06-2009/10 Capital Improvement Program to the Planning Commission for consideration of
   conformance to the City's General Plan. (P. Ehler/G. Leech)
   Item 07




8. PULLED FOR DISCUSSION - Approved setting the date of May 24, 2005 to hear the appeal of the Planning
    Commission decision to deny the General Plan Amendment and Rezone for the Bridle Gate project, located
    west of the State Route 4 Bypass, on both sides of the Sand Creek Road extension. (H. Sword/E.
    Nolthenius)
   Item 08




9. Adopted Resolution No 2005-103 authorizing the purchase of an asphalt pavement grinder/cold milling
   machine from Nixon Egli Equipment Company and authorizing the City Manager to execute a purchase order
   for this equipment in an amount not to exceed $318,010.36. (P. Zolfarelli/J. Gallegos)
   Item 09




10. Adopted Resolution No 2005-104 authorizing the City Manager to execute a contract amendment with
   Environmental Science Associates (ESA) for environmental consulting services for the CIP Project No. 542-
   5402, Solid Waste Transfer Station Improvements Phase III, in the amount not to exceed $51,561, plus a
   10% project contingency, for a total contract amount of $107,317.10. (P. Zolfarelli/J. Carlson/M. Huber)
   Item 10




11. PULLED FOR DISCUSSION - Adopt a Resolution appointing an Underwriter, Bond Counsel, Engineer of
   Work and approving deposit and reimbursement agreements for CIFP 2005-1 and Assessment District No.
   2005-1 and Assessment District No. 2005-1; adopt a Resolution declaring official intent to reimburse certain
   expenditures from proceeds of indebtedness; adopt a Resolution of intention to order improvements in
   Assessment District No. 2005-1 and approving the proposed Boundary Map and adopt a Resolution
   preliminary approving the Engineer's Report and setting a date of July 12, 2005 at 7:00p.m. for Public
   Hearing of Protest and providing for property owner assessment ballots for Assessment District No. 2005-
   1. (B. Grewal/D. Galey)




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      Item 11




12.     Approved the re-appointments of Alfredo Garcia, Deborah Diaz and Valerie Austin to the Brentwood
      Advisory Neighborhood Committee (BANC) for three year terms expiring April 30, 2008; accept the
      resignation of Derrick Bullington and direct staff to advertise a notice of vacancy. (B. Swisher)
      Item 12




13. PULLED FOR DISCUSSION - Direct staff to prepare for Planning Commission and City Council action a
   General Plan Amendment and Zoning Ordinance Amendment to establish a condominium conversion zoning
   ordinance and General Plan Amendment. (H. Sword/D. Hill)
      Item 13




CONSENT CALENDAR ACTIONS
Motion: Approve Consent Calendar Items 1, 3-7, 9-10 and 12 as recommended.
Moved by Beckstrand, seconded by Gutierrez.
Vote: Motion carried 4-0.
Yes: Beckstrand; Gutierrez; Swisher; Taylor
Vacancy: One.

2. Adopt a Resolution approving a Reimbursement Agreement with Western Pacific Housing, Inc., a Delaware
    Corporation, Subdivision Map No. 8724, located west of O'Hara Avenue and north of Lone Tree Way,
    consisting of 84 lots, for costs associated with Master Plan Facility Improvements. (B. Grewal/L. Vargas)

Motion: Approve waiving full reading and adopting Resolution No. 2005-105 adopting a Reimbursement
Agreement with Western Pacific Housing, Inc., a Delaware Corporation, Subdivision Map No. 8724, located
west of O'Hara Avenue and north of Lone Tree Way, consisting of 84 lots, for costs associated with Master Plan
Facility Improvements as recommended.
Moved by Beckstrand, seconded by Taylor.
Vote: Motion carried 3-0.
Yes: Beckstrand; Gutierrez; Taylor
Abstain: Swisher
Vacancy: One.

8. Set the date of May 24, 2005 to hear the appeal of the Planning Commission decision to deny the General
    Plan Amendment and Rezone for the Bridle Gate project, located west of the State Route 4 Bypass, on both
    sides of the Sand Creek Road extension. (H. Sword/E. Nolthenius)

Motion: Approve Setting the date of May 24, 2005 to hear the appeal of the Planning Commission decision to
deny the General Plan Amendment and Rezone for the Bridle Gate project, located west of the State Route 4
Bypass, on both sides of the Sand Creek Road extension.
Moved by Taylor, seconded by Beckstrand.
Vote: Motion carried 3-0.
Yes: Beckstrand; Gutierrez; Taylor
Abstain: Swisher
Vacancy: One.

11. Adopt a Resolution appointing an Underwriter, Bond Counsel, Engineer of Work and approving deposit and
   reimbursement agreements for CIFP 2005-1 and Assessment District No. 2005-1 and Assessment District
   No. 2005-1; adopt a Resolution declaring official intent to reimburse certain expenditures from proceeds of
   indebtedness; adopt a Resolution of intention to order improvements in Assessment District No. 2005-1 and
   approving the proposed Boundary Map and adopt a Resolution preliminarily approving the Engineer's Report
   and setting a date of July 12, 2005 at 7:00 p.m. for Public Hearing of Protest and providing for property
   owner assessment ballots for Assessment District No. 2005-1. (B. Grewal/D. Galey)

Motion: Approve waiving full reading and adopting Resolution No. 2005-106 appointing an Underwriter, Bond
Counsel, Engineer of Work and approving deposit and reimbursement agreements for CIFP 2005-1 and
Assessment District No. 2005-1 and Assessment District No. 2005-1; waiving full reading and adopting
Resolution No. 2005-107 declaring official intent to reimburse certain expenditures from proceeds of
indebtedness; waiving full reading and adopting Resolution No. 2005-108 of intention to order improvements in
Assessment District No. 2005-1 and approving the proposed Boundary Map and waiving full reading and
adopting Resolution No. 2005-109 preliminary approving the Engineer's Report and setting a date of July 12,
2005 at 7:00 p.m. for Public Hearing of Protest and providing for property owner assessment ballots for
Assessment District No. 2005-1.




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Moved by Swisher, seconded by Taylor.
Vote: Motion carried 3-0.
Yes: Gutierrez; Swisher; Taylor
Abstain: Beckstrand
Vacancy: One.

13. Direct staff to prepare for Planning Commission and City Council action a General Plan Amendment and
   Zoning Ordinance Amendment to establish a condominium conversion zoning ordinance and General Plan
   Amendment. (H. Sword/D. Hill)

Motion: Approved directing staff to prepare for Planning Commission and City Council action a General Plan
Amendment and Zoning Ordinance Amendment to establish a condominium conversion zoning ordinance and
General Plan Amendment.
Moved by Gutierrez, seconded by Beckstrand.
Vote: Motion carried 4-0.
Yes: Beckstrand; Gutierrez; Swisher; Taylor
Vacancy: One.

PUBLIC HEARINGS (07:34 PM)

14.     Consideration of a Resolution approving the Housing Element Update of the City's General Plan in
      compliance with State Law. (H. Sword/H. Kline/W. Rhodes)
      Item 14




Senior Planner, Winston Rhodes, presented a staff report, explaining that this was a mandatory element of the
General Plan that required review by the State. Suggested revisions had been reviewed and approved by the
State and the City's Housing Element would be found in compliance of State law by the State Department of
Housing and Community Development. The Housing Element was required to set forth the City's policy for the
production of housing for all income levels based on existing community needs as well as State law. Staff
recommended approving a Resolution to adopt the General Plan Housing Element Update with the State
mandated revisions.

Mayor Swisher opened the public hearing.

Motion: Approve closing public hearing.
Moved by Swisher, seconded by Taylor.
Vote: Motion carried 4-0.
Yes: Beckstrand; Gutierrez; Swisher; Taylor
Vacancy: One.

Mayor Swisher proposed moving eight acres to PD 38 and five acres into the Empire Triangle. PD 38 was the
Empire Triangle and there was housing adjacent on the other side of the train tracks and to the north, there was
a proposed eBART station and business in the area. He believed that the five acres would be a more
appropriate area for high density and mixed use. The other eight acres would go to PD 38 since there was a fire
station, school to the east of it and more business.

Motion: Approve waiving full reading and adopting Resolution No. 2005-110 designating the 13-acres next to
Jeffery Way by moving five of those acres to PD 38 and specifying the eight acres in SPA P as directed.
Moved by Swisher, seconded by Taylor.
Vote: Motion carried 4-0.
Yes: Beckstrand; Gutierrez; Swisher; Taylor
Vacancy: One.

OLD BUSINESS (07:45 PM)

15. Waive second reading and adopt Ordinance No. 800 approving a Rezone (RZ 05-01) for an approximate
   33-acre site from R-1-10 to PD-60, located north of Grant Street, on both sides of O'Hara Avenue. (H.
   Sword/E. Nolthenius)
      Item 15




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Mayor Swisher declared a conflict of interest and left the Council dais.

Motion: Approve waiving second reading and adopting Ordinance No. 800 approving a Rezone (RZ 05-01) for
an approximate 33-acre site from R-1-10 to PD-60, located north of Grant Street, on both sides of O'Hara
Avenue.
Moved by Taylor, seconded by Beckstrand.
Vote: Motion carried 3-0.
Yes: Beckstrand; Gutierrez; Taylor
Abstain: Swisher
Vacancy: One.

Mayor Swisher returned to the Council dais.

NEW BUSINESS (07:46 PM)

16. Review Council Goals from April 16, 2005 workshop and discuss implementation. (D. Landeros)
   Item 16




City Manager, Donna Landeros, informed that the goals from the Goal Setting Workshop of April 16, 2005 were
placed before Council to discuss, guide and direct staff.

Mayor Swisher said he believed that a priority schedule was necessary and the residents needed to know more
about what Council had discussed. Regional transportation was the number one issue for Council and
the agricultural enterprise program was a high priority. Regional transportation was a cooperation with other
agencies and the citizens should know what the priorities were.

Council Member Gutierrez agreed about prioritizing and that regional transportation, the housing element and
agriculture were main priorities.

Council Member Beckstrand asked if the visioning could be taken and incorporated into each of the items listed.

Council Member Taylor said everything was important and there needed to be a two-year, five-year and ten-
year plan, so that when priortizing, there enough money to accomplish and finish projects.

City Manager Landeros said this document was flexible and could be changed and it was up to Council.

Council Member Gutierrez said it was important to tier the document in terms of the priorities.

Mayor Swisher said that this needed to be a working document and he asked about the long range plan and
when the goals would be accomplished.

Council Member Beckstrand asked if Council wanted to create a system for the goals such as that of the CIP
document.

Council Member Gutierrez asked to fix the structure of the document to show priorties and where Council would
invest.

City Manager Landeros added that staff would revisit the document using Council comments and return to
Council with a new draft. Staff would also report quarterly to show progress.

INFORMATIONAL REPORTS FROM STAFF - No action required (08:09 PM)

Mayor Swisher asked if there was an update on Deer Ridge.

Randy Kidwell, Chief Building Official, presented an update noting that the final lift on Spyglass had been done
and some of the landscaping had been installed. He had a punchlist and a status report, which would be made
available to Council. He was preparing agreements for holding back the final 100 units. An item will be
agendized for the May 24, 2005 City Council agenda.


17. Informational Report on Subdivision No. 8849, Visions Phase III, by Warmington Homes, located at the
   south west corner of Lonetree Way and Fairview Avenue; Final Map Approval. (K. Chew/C. Garcia)




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   Item 17




18. Informational Report on Subdivision No. 8724, Granville Estates, by Western Pacific Homes located south
   of Neroly Road and west of O'Hara Avenue; Final Map Approval. (K. Chew/C. Garcia)
   Item 18




19. Informational Report on Subdivision No. 8763, Ashford Park Phase II, by Mark Pringle Company, located
   west of Fairview Avenue and south of Apricot Way; Final Map Approval. (K. Chew/C. Garcia)
   Item 19




INFORMATIONAL REPORTS FROM COUNCIL MEMBERS

Mayor Swisher reported that he had gone to Washington D. C. to lobby for funding for Highway 4. He said Ellen
Taucher had earmarked $20 million in a transportation bill for Highway 4 and applauded efforts in East County
since the County had reissued the 1/2 cent sales tax for transportation.

Council Member Beckstrand reported that bids for Segment 1 of the Bypass were opened and had come in
under bid projections, and would roll over into Segment 3 and ensure that Segment 3 would be completed in the
end of 2007.

Council Member Taylor and Vice Mayor Gutierrez reported on their attendance at the Mayor's conference last
week.

REQUESTS FOR FUTURE AGENDA ITEMS - None (08:15 PM)

ADJOURNMENT (08:15 PM)

Motion: Approve adjournment.
Moved by Swisher, seconded by Taylor.
Vote: Motion carried 4-0.
Yes: Beckstrand; Gutierrez; Swisher; Taylor
Vacancy: One.

Respectfully Submitted,


Cynthia Garcia
Interim City Clerk




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                              CITY COUNCIL AGENDA ITEM NO. 2



Meeting Date:    May 24, 2005

Subject/Title:    Adopt a Resolution approving a professional services agreement with Scott
                  Runion for the public art element for the Granville Estates project by D.R.
                  Horton, Subdivision #8724 and authorizing the City Manager to sign said
                  agreement. (C. Bronzan/R. Burr-Siegel)

Prepared by:     Rebekah Burr-Siegel, Arts Manager

Submitted by: Craig Bronzan, Director of Parks and Recreation


RECOMMENDATION
Adopt a Resolution approving a professional services agreement with Scott Runion for the
public art element for the Granville Estates project by D.R. Horton, Subdivision #8724 and
authorizing the City Manager to sign said agreement.

PREVIOUS ACTION
On September 9, 2003, City Council approved Section 2.44.180 Public Art, in principal and on
September 23, 2003 approved the fee schedule committing one percent of the cost of capital
investment projects to art and four tenths of one percent for housing development which
became effective partially on January 1, 2004 and fully on July 1, 2004.

BACKGROUND
This is the Arts Commission’s second residential development public art project.

This proposed public art project was recommended to the Arts Commission by the Public Art
Committee and approved by the Arts Commission on April 27, 2005 and by the Public Art
Subcommittee on May 6, 2005. The Public Art Committee consisted of Sandra Gill, Arts
Commission Vice Chair; Richard Meyer, Artist and Brentwood Resident; Tommy Wernholm,
Artist and Brentwood Resident; and Patrick McCarran, Arts Commissioner. The project was
previously approved by representatives from D.R. Horton (Peter Lezak) and vanderToolen, the
Landscape Architect (Darren Reynolds), who also served on the Public Art Committee.

The Public Art Subcommittee consisted of: Annette Beckstrand, City Councilmember and Arts
Commission Council Liaison; Jim Bryant, Arts Commission Chair; and City Manager Designee
Paul Eldredge, Assistant City Engineer. Both committees were facilitated by Rebekah Burr-
Siegel, Arts Manager.

This is the only public art project to be included in the Granville Estates development. It will be
located in a two-acre pocket park (parcel C) within the development which is located between
Lone Tree Way and Neroly Road (Freedom High School is directly across Neroly Rd.) and east
of Pulte’s Rose Garden development. A pedestrian trail will run along Neroly Rd. The park will
include: open turf areas, covered picnic area, benches, trash receptacles, water fountain, mutt
mitt station, and two play areas (one for younger children and one for older children).
The public art concept includes two stainless steel structures each with four secured footings
between two trees along the central pathway that divides two age-appropriate play areas
(please see attached illustrations). A number of spiral monkeys in various states of movement
will be swinging from each of the structures mimicking the playfulness of the children playing on
either side of the central pathway. In addition, there will be one monkey on a bench underneath
the structure and trees as a visual lure to those above. This provides visitors to the park the
opportunity to touch one of the monkeys.

Scott Runion will be available to present the design concept renderings and proposed materials
at the May 24, 2005 meeting, should there be any questions.

FISCAL IMPACT
The percent for art requirement on residential projects is 4/10s of 1% of the building valuation.
Of that, 80% of that goes to fund the artwork, 20% funds administration of the public art
program.

This is the first project where the developer, D.R. Horton, has opted to pay the City the full
4/10ths of one percent rather than the required 20% of the 4/10ths of one percent. This option
requires that the artist contract directly with the City of Brentwood and meet of the contractual
obligations of the City.

The estimated budget is as follows:

Total project:               $22,700,000
Percent for art:                 $90,800
20% administration fee:          $18,160
80% for public art:              $72,640

The contract dollar amount will not exceed $71,000. Any remaining funds will be held in a
contingency fund for the project until its completion. Remaining funds left after the project is
completed and accepted will go into public art in lieu fund.

The feature will be maintained by the LLD. Maintenance requirements will be minimal and
estimated at $500 annual for cleaning.

Attachments:
Resolution
Artist proposal and color renderings
Professional Services Agreement
                                       RESOLUTION NO.


       A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH SCOTT RUNION
       FOR THE PUBLIC ART ELEMENT FOR THE GRANVILLE ESTATES PROJECT BY
       D.R. HORTON, SUBDIVISION #8724 AND AUTHORIZING THE CITY MANAGER TO
       SIGN SAID AGREEMENT.

       WHEREAS, the Public Art Ordinance was adopted and fee scheduled approved
committing 1% of the cost of capital investment projects to art and four tenths of one percent for
housing development which became fully effective July 1, 2004; and

       WHEREAS, the Granville Estates Project, by D.R. Horton, Subdivision #8724 requires
the developer to include public art within the project;

        NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brentwood
that the City Manager has authorization to sign the professional services agreement with Scott
Runion in the amount of $71,000.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting on the 24th day of May, 2005 by the following vote:

       AYES:   Councilmembers
       NOES:
       ABSENT:




                                                   _____________________________
                                                   Brian Swisher
                                                   Mayor

ATTEST:

__________________________________
Cynthia Garcia
Interim City Clerk
                            CITY COUNCIL AGENDA ITEM NO. 3


Meeting Date: May 24, 2005

Subject/Title:   Authorize City Manager to enter into professional services agreement with
                 Freedman Tung and Bottomley to (1) bifurcate the completion of the
                 Downtown Specific Plan from the completion of the Brentwood Boulevard
                 Corridor Specific Plan, (2) to eliminate the preparation of a Specific Plan for
                 Empire Triangle, and (3) to add the Special Planning Area B to the Brentwood
                 Boulevard Corridor Specific Plan in an amount not to exceed $53,725 plus
                 10% contingency, for Capital Improvement Project #337-3200.

Prepared by:     Gina Rozenski, Redevelopment Manager

Submitted by: Howard Sword, Community Development Director

RECOMMENDATION
Authorize City Manager to enter into professional services agreement with Freedman Tung and
Bottomley to (1) bifurcate the completion of the Downtown Specific Plan from the completion of
the Brentwood Boulevard Corridor Specific Plan, (2) to eliminate the preparation of a Specific
Plan for Empire Triangle, and (3) to add the Special Planning Area B to the Brentwood
Boulevard Corridor Specific Plan in an amount not to exceed $53,725 plus 10% contingency, for
a total amount of $59,098, for Capital Improvement Project #337-3200.

PREVIOUS ACTION
  q The City Council on March 11, 2003 approved a contract with Freedman, Tung and
     Bottomley to prepare Specific Plans for the Empire Triangle, Brentwood Boulevard and
     Downtown areas in the amount of $301,622.

   q   A Public Workshop was held on October 2, 2003 to discuss preliminary planning
       concepts for the Empire Triangle, Brentwood Boulevard and Downtown Specific Plans.

   q   The City Council and Planning Commission on January 27, 2004 held a joint Workshop
       to review the progress of the Empire Triangle, Brentwood Boulevard and Downtown
       Specific Plans.

   q   The City Council and Planning Commission on February 17, 2004 held a joint Workshop
       to review the progress of the Empire Triangle, Brentwood Boulevard and Downtown
       Specific Plans.

   q   A Public Workshop was held May 19, 2004 for the community to provide input on the
       visual character and economic conditions of the Downtown Specific Plans.

   q   A Public Workshop was held June 2, 2004 for the community to further discuss the
       visual character and the Brentwood Way for the Downtown Specific Plan.

   q   A Public Workshop was held June 30, 2004 for the community to finalize their
       recommendations on the visual character and economic conditions of the Downtown
       Specific Plan.



                                           Page 1 of 10
   q   A joint City Council / Planning Commission Workshop was held August 18, 2004 to
       present the consultant’s recommendations on visual character, economic conditions and
       the Brentwood Way for the Downtown Specific Plan.

   q   The City Council approved a second contract with Freedman Tung and Bottomley in the
                                                      o
       amount of $198,000 on September 14, 2004, t complete the Downtown, Brentwood
       Boulevard and Empire Triangle Specific Plans.

   q   The Brentwood Redevelopment Agency approved a contract with Raney Planning &
       Management, Inc., (RPM) in the amount of $115,000 on January 14, 2005, to prepare
       the required Environmental Impact Report for the Downtown Specific Plan.

BACKGROUND
It was the original intention to prepare one large Specific Plan document for three distinct areas:
Downtown, Brentwood Boulevard Corridor and Empire Triangle. The City and its consultants,
Freedman Tung and Bottomley (FTB) and Gruen Gruen + Associates (GG+A), have been
working on the preparation of the Specific Plans for the past two years. The first three months
were primarily spent gathering, photographing and documenting information. The next four
months were spent on City staff and consultant’s efforts to formulate basic concepts for the
Specific Plans and to perform market and economic analyses. Joint workshops with the Council
and Planning Commission, and community workshops attended by more than 75 people at
each, were held on October 2, 2003, January 27, 2004, February 17, May 19, June 2, June 30
and August 18.

As the Downtown Specific Plan is rapidly progressing to the public hearing and approval stages,
staff has recently identified revisions to the scope of services that will more effectively address
the needs of the City and community. Three revisions include (1) bifurcation of the Specific
Plan into two documents rather than one; (2) elimination of the Empire Triangle Specific Plan;
and (3) addition of Special Planning Area B to the Brentwood Boulevard Specific Plan.


DOWNTOWN SPECIFIC PLAN
The vision and recommendations for the Downtown Specific Plan reached community
consensus by the end of the final workshop on June 30, 2004. In August 2004, the Council and
Planning Commission directed staff and consultants to move forward to complete the technical
aspects of the Downtown Specific Plan.

In January 2005, the Council approved the preparation of a separate EIR for the Downtown
Specific Plan in an effort to keep the project progressing forward. This action essentially
bifurcated the preparation of the Downtown Specific Plan from the preparation of the Empire
Triangle and Brentwood Boulevard Specific Plan. The EIR’s notice of preparation and scoping
meeting have already occurred. The first administrative draft of the Downtown Specific Plan
prepared by FTB is currently under review by staff. Staff anticipates the public draft shall be
ready for public review and hearings during the Summer 2005, with completion of EIR in Fall
2005.

FTB’s original scope of work of March 2003 and the additional scope of September 2004 were
both predicated on preparing one master Specific Plan with three chapters. To bifurcate the
completion of the Specific Plans, additional services are necessary to facilitate additional public
hearings, and to prepare and present separate, stand-alone Plans. Staff requested FTB to



                                             Page 2 of 10
prepare a supplemental scope of work necessary to produce detached Specific Plans, keeping
in mind that the original scope already had provisions for many of the tasks.


EMPIRE TRIANGLE SPECIFIC PLAN
The basic concepts of regional shopping center, big box development, office and industrial job
centers and necessary circulation for the Empire Triangle were presented in October 2003 and
January 2004 and received community support. The existing zoning regulations for Empire
Triangle already allow for such uses. Staff believes that by using the existing zoning regulations
for Empire Triangle, the desired development will occur without having to spend money to
prepare a specific plan and EIR for Empire Triangle. Therefore, staff recommends the City
Council approve the elimination of the Empire Triangle Specific Plan from FTB’s scope of work.
A credit has been allocated by FTB in the attached scope of services and fee.


BRENTWOOD BOULEVARD CORRIDOR SPECIFIC PLAN
The “grand boulevard” and “gateway to Downtown” concepts for Brentwood Boulevard Corridor
received community support and consensus in October 2003 and January 2004. Staff and FTB
will soon schedule another public workshop and a joint City Council / Planning Commission
Workshop to confirm the development concepts for Brentwood Boulevard Corridor. During the
past several months, staff and BART officials have discussed potential locations for e-BART.
As a result, staff recommends the Council now include Special Planning Area B (located west of
Brentwood Boulevard and south of Sand Creek Road) to the Brentwood Boulevard Corridor
scope in an effort to prepare a comprehensive planning document for the corridor area,
including a possible transit-oriented development. The addition of the expanded study area is
included in the supplemental scope of services attached.


SUMMARY
The Specific Plans require a comprehensive degree of detail and demands a significant amount
of community involvement necessary to accomplish consensus. Staff believes that by
bifurcating the Downtown Specific Plan from the completion of the Brentwood Boulevard
Corridor Specific Plan, by eliminating the preparation of an Empire Triangle Specific Plan, and
by adding Special Planning Area B to the Brentwood Boulevard Corridor scope, the City shall
achieve outstanding work products that will guide the successful development of two important
Specific Plan areas.

FISCAL IMPACT
Staff is proposing the City Manager be authorized to execute the contract in the amount of
$53,725 and change orders up to 10% of the contract amount, for a not-to-exceed amount of
$59,098, for the revised scope of services described above. This amount is budgeted in the
2005/06 expenditures for this Capital Improvement Project #337-3200.

Attachments: Professional Services Agreement and Scope of Services




                                            Page 3 of 10
     AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
            OF FREEDMAN TUNG & BOTTOMLEY.

       This Agreement, made and entered into this 15th day of June, 2005, by and between THE
CITY OF BRENTWOOD, a municipal corporation existing under the laws of the State of
California, hereinafter referred to as “CITY”, and Freedman Tung & Bottomley., located at 74
Montgomery Street, Suite 300, San Francisco California, 94105 hereinafter referred to as
CONSULTANT”.

                                          RECITALS

A.     CITY desires certain planning and preparation services in connection with the work
       referred to as Brentwood Boulevard Specific Plan.

B.     CITY desires to engage CONSULTANT to provide these services by reason of its
       qualifications and experience for performing such services and CONSULTANT has
       offered to provide the required services on the terms and in the manner set forth herein.

       NOW, THEREFORE, IT IS AGREED as follows:

                             SECTION 1 – SCOPE OF SERVICES

       The scope of services to be performed by CONSULTANT under this agreement is for the
preparation of the Brentwood Boulevard Specific Plan, as may be required by the CITY.

                          SECTION 2 – DUTIES OF CONSULTANT

        CONSULTANT shall be responsible for the professional quality, technical accuracy and
coordination of all work furnished by CONSULTANT under this agreement. CONSULTANT
shall, without additional compensation, correct or revise any errors or deficiencies in its work.

      CONSULTANT represents that it is qualified to furnish the services described under this
agreement.

       CONSULTANT shall be responsible for employing or engaging all persons necessary to
perform the services of CONSULTANT.

        It is understood that Michael Freedman, Principal and Ian Ross, Senior Associate, will be
the designated representatives providing services to the CITY and this designated representatives
shall not be replaced without the CITY’s approval.

                               SECTION 3 – DUTIES OF CITY

       CITY shall provide pertinent information regarding its requirements for the project.




                                            Page 4 of 10
        CITY shall examine documents submitted by CONSULTANT and shall render decisions
pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT’S
work.

                                     SECTION 4 – TERM

       The services to be performed under this agreement shall commence on the date the City
Council approves this and shall expire upon completion of the Services or when terminated as
provided in Section 6.

                                   SECTION 5 – PAYMENT

      Payment shall be made by CITY only for services rendered and upon submission of a
payment request and CITY approval of the work performed. The CITY shall pay the
CONSULTANT with the rates set forth in Exhibit “A” not to exceed $53,725.

                                SECTION 6 – TERMINATION

        Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY
shall have the right to terminate this agreement or suspend work on the Project for any reason
upon ten (10) days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work
under this agreement upon receipt of said written notice.

        Upon termination and upon CITY’S payment of the amount required to be paid,
documents become the property of CITY, and CONSULTANT shall transfer them to CITY upon
request without additional compensation. Upon termination or expiration of this agreement, the
obligations of the parties shall cease, save and except from those provided under Sections 7,8,10,
11, 12, 14, 15, and 16.

                        SECTION 7 – OWNERSHIP OF DOCUMENTS

All documents prepared by CONSULTANT in the performance of this agreement, although
instruments of professional service, are and shall be the property of CITY, whether the project
for which they are made is executed or not. Use of the instruments of professional service by
CITY for other than the project, is at CITY’S sole risk without legal liability or exposure to
CONSULTANT.

                              SECTION 8 - CONFIDENTIALITY

       All reports and documents prepared by CONSULTANT in connection with the
performance of this agreement are confidential until released by CITY to the public.
CONSULTANT shall not make any such documents or information available to any individual
or organization not employed by CONSULTANT or CITY without the written consent of CITY
before any such release.




                                            Page 5 of 10
                         SECTION 9 – INTEREST OF CONSULTANT

        CONSULTANT covenants that it presently has no interest, and shall not acquire any
interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree
with the performance of the services under this agreement.

                          SECTION 10 – CONSULTANT’S STATUS

        It is expressly agreed that in the performance of the professional services required under
this agreement, CONSULTANT shall at all times be considered an independent contractor as
defined in Labor Code Section 3353, under control of the CITY as to the result of the work but
not the means by which the result is accomplished. Nothing herein shall be construed to make
CONSULTANT an agent or employee of CITY while providing services under this agreement.

                                  SECTION 11 – INDEMNITY

        CONSULTANT, in the performance of professional services, under this Agreement shall
indemnify, defend, and hold harmless CITY, its directors, officers, employees and agents from
any claim, loss, injury, damage, and expense and liability to the extent arising out of the
negligence, errors, omissions, or wrongful acts of CONSULTANT, its employees,
subcontractors, or agents. For liability for other liability arising out of professional services,
CONSULTANT shall indemnify, defend, and hold harmless, CITY, its directors, officers,
employees, and agents from any loss, injury, damage, and expense and liability resulting from
injury to or death of any person and loss of or damage to property, or claim of such injury, death,
loss or damage, caused by an act or omission in the performance under this Agreement by
CONSULTANT, its employees, subcontractors, or agents, except for any loss, injury, or damage
caused by the active negligence or willful misconduct of personnel employed by CITY.

                                  SECTION 12 – INSURANCE

       The CONSULTANT shall provide and maintain:

       A.      Commercial General Liability Insurance, occurrence form, with a limit of not less
               than $1,000,000 each occurrence. If such insurance contains a general aggregate
               limit, it shall apply separately to this Agreement or be no less than two (2) times
               the occurrence limit.

       B.      Automobile Liability Insurance, occurrence form, with a limit of not less than
               $500,000 each occurrence. Such insurance shall include coverage for owned,
               hired, and non-owned automobiles.

       C.      Errors and omissions insurance in the minimum amount of $1,000,000 aggregate.

       D.      Workers Compensation in at least the minimum statutory limits.

       E.      General Provisions for all insurance. All insurance shall:



                                             Page 6 of 10
              1.      Include the City of Brentwood, its elected and appointed officers,
                      employees, and volunteers as additional insureds with respect to this
                      Agreement and the performance of services in this Agreement. The
                      coverage shall contain no special limitations on the scope of its protection
                      to the above-designated insureds except for Workers Compensation and
                      errors and omissions insurance.
              2.      Be primary with respect to any insurance or self- insurance programs of
                      City, CITY, its officers, employees, and volunteers.

              3.      Be evidenced, prior to commencement of services, by properly executed
                      policy endorsements in addition to a certificate of insurance.

              4.      No changes in insurance may be made without the written approval of the
                      City Attorney's Office.

                            SECTION 13 - NONASSIGNABILITY

       Personal Services of Consultant: Both parities hereto recognize that this agreement is for
the personal services of CONSULTANT and cannot be transferred, assigned, or subcontracted
by CONSULTANT without the prior written consent of CITY.

      SECTION 14 - RELIANCE UPON PROFESSIONAL SKILL OF CONSULTANT

        It is mutually understood and agreed by and between the parties hereto that
CONSULTANT is skilled in the professional calling necessary to perform the work and will
perform the work agreed to be done under this agreement utilizing a specialist standard of care
and that CITY relies upon the skill of CONSULTANT to do and perform the work in the most
skillful manner, and CONSULTANT agrees to thus perform the work. The acceptance of
CONSULTANT'S work by CITY does not operate as a release of consultant from said
obligation.

                                  SECTION 15 - WAIVERS

        The waiver by either party of any breach or violation of any term, covenant, or condition
of this agreement or of any provisions of any ordinance or law shall not be deemed to be a
waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or
violation of same or of any other term, covenant, condition, ordinance or law or of any
subsequent breach or violation of the same or of any other term, condition, ordinance, or law.
The subsequent acceptance by either party of any fee or other money which may become due
hereunder shall not be deeded to be a waiver of any preceding breach or violation by the other
party of any term, covenant, or cond ition of this agreement of any applicable law or ordinance.




                                            Page 7 of 10
                        SECTION 16 - COSTS AND ATTORNEYS FEES

         Attorney fees in an amount not exceeding $85 per hour per attorney, and in total amount
not exceeding $5,000 shall be recoverable as costs (by the filing of a cost bill) by the prevailing
party in any action or actions to enforce the provisions of the agreement. The above $5,000 limit
is the total of attorneys’ fees recoverable whether in the trial court, appellate court, or otherwise,
and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this
agreement that neither party shall have to pay the other more than $5,000 for attorneys’ fees
arising out of an action, or actions to enforce the provisions of this agreement.

                            SECTION 17 - NON-DISCRIMINATION

        CONSULTANT warrants that it is an Equal Opportunity Employer and shall comply
with applicable regulations governing equal employment opportunity. Neither CONSULTANT
nor any of its subcontractors shall discriminate in the employment of any person because of race,
color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age,
unless based upon a bona fide occupational qualification pursuant to the California Fair
Employment and Housing Act.

                                   SECTION 18 - MEDIATION

        Should any dispute arise out of this Agreement, any party may request that it be
submitted to mediation. The parties shall meet in mediation within 30 days of a request. The
mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties
shall each submit one name from mediators listed by either the American Arbitration
Association, the California State Board of Mediation and Conciliation, or other agreed-upon
service. The mediator shall be selected by a "blindfolded" process.

         The cost of mediation shall be borne equally by the parties. Neither party shall be
deemed the prevailing party. No party shall be permitted to file a legal action without first
meeting in mediation and making a good faith attempt to reach a mediated settlement. The
mediation process, once commenced by a meeting with the mediator shall last until agreement is
reached by the parties but not more than 60 days, unless the maximum time is extended by the
parties.

                                 SECTION 19 - ARBITRATION

        After mediation above, and upon agreement of the parties, any dispute or claim arising
out of or relating to this agreement may be settled by arbitration in accordance with the
Construction Industry Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The
costs of arbitration shall be borne equally by the parties.




                                              Page 8 of 10
                                 SECTION 20 - LITIGATION

       CONSULTANT shall testify at CITY'S request if litigation is brought against CITY in
connection with CONSULTANT'S services under this agreement. Unless the action is brought
by CONSULTANT, or is based upon CONSULTANT'S wrongdoing, CITY shall compensate
CONSULTANT for preparation for testimony, testimony, and travel at CONSULTANT'S
standard hourly rates at the time of actual testimony.


                                   SECTION 21 - NOTICES

       All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as
follows:

       To CITY:              City of Brentwood
                             708 Third Street
                             Brentwood, CA 94513
                             Phone: 925.516.5400

       To CONSULTANT: Freedman Tung & Bottomley
                      74 New Montgomery Street
                      Suite 300
                      San Francisco, CA 94105

                       SECTION 22 – AGREEMENT CONTAINS ALL
                          UNDERSTANDINGS; AMENDMENT

        This document represents the entire and integrated agreement between CITY and
CONSULTANT and supersedes all prior negotiations, representations, and agreements, either
written or oral.

     This document may be amended only by written instrument, signed by both CITY and
CONSULTANT.




                                           Page 9 of 10
                            SECTION 23 – GOVERNING LAW

      This agreement shall be governed by the laws of the State of California.

       IN WITNESS WHEREOF, CITY and CONSULTANT have executed this agreement the
day and year first above written.


BRENTWOOD REDEVELOPMENT                              CONSULTANT
CITY

___________________________                          ___________________________
DONNA LANDEROS,                                      MICHAEL FREEDMAN
CITY MANAGER                                         PRINCIPAL


APPROVED AS TO FORM:

__________________________
Tom Curry, Interim City Attorney




                                          Page 10 of 10
MEMORANDUM

Date:    May 5, 2005
To:      Ms. Gina Rozenski, Redevelopment Analyst
From:    Michael Freedman, Principal
Via:     Email attachment
Re:      Supplemental Scope of Services – Downtown and Brentwood Boulevard Specific Plans (v.2)


Dear Gina:

Attached please find our modified Scope of Services covering supplemental services requested by City Staff associated
with the Downtown and Brentwood Boulevard Specific Plans. These modifications reflect our understanding of your and
Howard’s direction in response to the first draft scope for such services forwarded to you by Ian Ross, dated January 26,
2005. Those modifications are as follows:

1.       Eliminate the Empire Triangle study area and credit supplementary services scope for associated fees
         corresponding to tasks in the base Scope of Services (Base Scope Tasks II-5, III-1.A.3, III-1.B.4 + associated
         reimbursable expenses).
2.       Add one more meeting with the Community Facilities Advisory Committee in Brentwood.
3.       Eliminate Master Plan illustration of envisioned short and long term development of expanded study area for
         Brentwood Boulevard.
4.       Eliminate meeting with Brentwood Boulevard primary stakeholders.
5.       Add services to assist city staff with the exploration of a potential E-BART station in the downtown, specifically
         the preparation of two conceptual master plan alternatives illustrating the possible location of the station and
         associated station parking in the downtown.

In addition to these task modifications, I have reviewed your comments regarding the budgeting for the production of a
separate specific plan document against the base scope of services budget allowances, and agree that the budget figures on
the supplementary scope contain double charges that were not caught in the first version – that is, some of the fees
contained in the supplementary scope are actually already covered in the base scope. In addition to the task that you
specified in your email, I have found several others and have eliminated all of the overlapping hour and fee allowances.
The resulting fees for the production of the separate specific plan have been reduced accordingly.

At the request of City Staff, a number of these tasks have already been completed, such as the meeting with Art Lorenzini,
one of the meetings with the Community Facilities Advisory Committee, and the preparation of the exploratory master
plans with regard to the potential of filling E-BART and associated parking facilities downtown. It is our pleasure to
continue to provide services to City Staff on call, and we await your direction with regard to the order in which you prefer
that these services are rendered.

We hope that you find the attached materials clear and that they contain the services that you require. If we have
misunderstood staff’s direction, or if you require any further modifications to the scope and budget, please do not hesitate
to call.

Best regards,


Michael Freedman
Principal
                        City of Brentwood: Specific Plan for Brentwood Boulevard and Empire Triangle - Project Completion - Supplemental Task List
                                                                    Staffing & Budget Spreadsheet (v.1)

                                            Tasks: FTB Only                                                Principal           Associate      Urban Designer     Draftsman        Proj Assist II     Total
                                                                                                        hours       fees     hours   fees     hours   fees     hours   fees    hrs (rnd)    fees     Fees

These tasks represent services that Freedman Tung and Bottomley will provide in addition to those
tasks that fall within the "City of Brentwood: Specific Plan for Downtown, Brentwood Boulevard and
Empire Triangle - Project Completion" Scope of Services in order to complete the Downtown Specific
Plan and a second Specific Plan for Brentwood Boulevard and the Empire Triangle as well as to perform
additional tasks requested by City Staff in association with the Specific Plans project.




SECTION 1 - PREPARE SEPARATE SPECIFIC PLAN DOCUMENT FOR BRENTWOOD BOULEVARD AND EMPIRE TRIANGLE

1. Administrative Draft - Supplementary Services for Preparation, Presentation and Review of
Separate Administrative Draft
   A. Assembly and transmittal of Separate Administrative Draft to City Staff
    1) Production of Administrative Draft document (content of draft included in original scope)                2    $400        8    $800       16   $1,280              $0           9     $372      $2,852
   B. City Staff Review of Separate Administrative Draft
    1) Receive/review single market-up copy; follow-up Q&A                                                      2    $400        8    $800        0      $0               $0           5     $180      $1,380
     2) Specific Plan draft review meeting with City Staff (in Brentwood)                                       8   $1,600       8    $800        0      $0               $0           9     $360      $2,760
2. Public Review Draft - Supplementary Services for Preparation, Presentation and Review of
Separate Public Review Draft of Specific Plan
   A. Production of Separate Public Review Draft
    1) Modify text and illustrations as directed by City Staff                                                  2    $400       12   $1,200      16   $1,280                         11      $432      $3,312
    2) Cover design for Brentwood Boulevard and Empire Triangle Specific Plan                                   1    $200        2    $200       12    $960               $0           5     $204      $1,564
    3) Electronic formatting and paste-up                                                                  0.5       $100        4    $400       12    $960               $0           5     $219      $1,679
    4) Incorporate pictures; captions                                                                           1    $200        6    $600       12    $960               $0           7     $264      $2,024
    5) City Staff telephone Q&A, Coordination, last-minute issues; ask # copies first run                       2    $400        4    $400        0      $0               $0           3     $120       $920
    6) Final edits; prepare final camera-ready document; coordinate photo-repro first run                       2    $400        6    $600       12    $960               $0           7     $294      $2,254
     7) Forward camera-ready document, electronic file and copies to City                                       0      $0        2    $200        4    $320               $0           2      $78       $598
3. Planning Commission Hearing on Draft Brentwood Boulevard and Empire Triangle Specific
Plan
   A. Prepare presentation materials; logistics coordination                                                    8   $1,600       8    $800        8    $640               $0         11      $456      $3,496
   B. Attend Hearing - Presentation, respond to questions                                                       8   $1,600       8    $800        0      $0               $0           9     $360      $2,760
4. Council Hearing on Draft Brentwood Boulevard and Empire Triangle Specific Plan
   A. Prepare presentation materials; logistics coordination                                                    8   $1,600       8    $800        8    $640               $0         11      $456      $3,496
   B. Attend Hearing - Presentation, respond to questions                                                       8   $1,600       8    $800        0      $0               $0           9     $360      $2,760
5. Prepare final version of adopted Specific Plan
   A. Modifications allowance                                                                                   3    $600       12   $1,200      16   $1,280              $0         12      $462      $3,542
   B. Prepare camera-ready copy, coordinate printing, forward to City Staff                                     2    $400        4    $400        8    $640               $0           5     $216      $1,656
6. Phase III Project Management                                                                                 4    $800       24   $2,400       0      $0               $0         12      $480      $3,680


                                                                                                                                     Subtotal Section 1 Prepare Separate Specific Plan Document       $40,733
                                                                                                                                                         Reimbursable Project Expenses (FTB only):     $3,666


                                                                                                                                                               TOTAL PROJECT BUDGET Section 1         $44,399


SECTION 2 - ADDITIONAL PLANNING SERVICES AND MEETINGS


     5/12/2005                                                                                      Budget v1                                                                                        Page 1
                        City of Brentwood: Specific Plan for Brentwood Boulevard and Empire Triangle - Project Completion - Supplemental Task List
                                                                    Staffing & Budget Spreadsheet (v.1)

                                           Tasks: FTB Only                                                    Principal          Associate        Urban Designer     Draftsman       Proj Assist II        Total
                                                                                                          hours       fees     hours   fees       hours   fees     hours   fees    hrs (rnd)   fees        Fees


1. Supplementary Meetings
   A. Two (2) Meetings with Community Facilities Advisory Committee in Brentwood
    1) prepare presentation graphics for first meeting                                                            1    $200        0         $0       0      $0               $0           1     $30          $230
    2) prep/travel/attend two (2) meetings in Brentwood                                                       12      $2,400       0         $0       0      $0               $0           9    $360        $2,760
   B. Meeting with primary land developer at Freedman Tung and Bottomley                                          4    $800        4    $400          0      $0               $0           5    $180        $1,380
   C. Additional meetings to be held at Freedman Tung and Bottomley (up to two)                                   8   $1,600       8    $800          0      $0               $0           9    $360        $2,760
2. Assist City Staff to Explore Potential of Downtown E-BART Station                                              0       $0                 $0              $0               $0                      $0           $0
  A. Obtain/review most recent MTC and E-BART Guidelines                                                          4    $800                  $0       8    $640               $0                $216        $1,656
  B. Prepare two conceptual master plan illustrations                                                             8   $1,600                 $0      12    $960               $0                $384        $2,944
  C. Attend meeting in Brentwood                                                                                  6   $1,200                 $0              $0               $0                $180        $1,380
3. Brentwood Boulevard Corridor: Expand Specific Plan Area - Update Project Graphics                              0       $0                 $0              $0               $0                      $0           $0
   A. Update and expand deliverables to incorporate expanded study area                                           0       $0                 $0              $0               $0                      $0           $0
    1) Opportunity Sites diagram                                                                                  0       $0                 $0              $0               $0                      $0           $0
         a) Update Brentwood Blvd short and long term opportunity sites diagram per Staff's direction             0       $0       1    $100          4    $320               $0           2     $63          $483
         b) Transmit pdf to City, telephone conference to confirm revisions - revise as necessary                 0       $0     0.5     $50          2    $160               $0           1     $32          $242
    2) Existing Development (building footprints color coded for existing use)
         a) Receive Land Use and development information from City Staff; telephone q&a                           0       $0       1    $100          2    $160               $0           1     $39          $299
         b) Update Existing Development Map to reflect expanded project area development                          0       $0       1    $100          2    $160               $0           1     $39          $299
    3) Revitalization Strategy - update to reflect strategy for expanded plan areas                           0.5      $100        2    $200          4    $320               $0           2     $93          $713
    4) Existing Street Network Diagram - update to reflect expanded plan areas                                    0       $0       2    $200          2    $160               $0           1     $54          $414
    5) Land Use Planning Areas Diagram - update to reflect expanded plan areas                                0.5      $100        2    $200          2    $160               $0           2     $69          $529
    6) Existing Entitlements Map - update to reflect expanded plan areas                                          2    $400        2    $200          4    $320               $0           3    $138        $1,058
    7) Development Code Policy Map - update to reflect expanded plan areas                                        0       $0       2    $200          2    $160               $0           1     $54          $414
4. Brentwood Boulevard Corridor: Additional Street Improvement Elements
   A. Working Session with City Engineer (in Brentwood)                                                           0       $0       6    $600          1     $80               $0           3    $102          $782
   B. Street Design Recommendations to Attract Desired Development (improved sections)                            1    $200        8    $800          8    $640               $0           6    $246        $1,886
   C. Prepare Map of Locations for Future Capital Improvements                                                    1    $200        4    $400          8    $640               $0           5    $186        $1,426
   D. Prepare photo simulation of Re-designed thoroughfare                                                        0       $0       4    $400         24   $1,920              $0           9    $348        $2,668
5. All Districts: Environmental Review Support Services
   A. Downtown
    1) Re-format/transmit support graphics to EIR consultant                                                      0       $0       2    $200          2    $160               $0           1     $54          $414
    2) Prepare 'likely build-out scenario' diagram incl. Block by block land use breakdown                    0.5      $100        6    $600          0      $0               $0           3    $105          $805
    3) Follow-up coordination with EIR consultant regarding Downtown                                              2    $400        2    $200          0      $0               $0           2     $90          $690
   B. Brentwood Boulevard Corridor
    1) Re-format/transmit support graphics to EIR consultant                                                      0       $0       2    $200          2    $160               $0           1     $54          $414
    2) Prepare 'likely build-out scenario' diagram                                                                1    $200        8    $800          0      $0               $0           4    $150        $1,150
    3) Follow-up coordination with EIR consultant regarding Brentwood Boulevard                                   2    $400        2    $200          0      $0               $0           2     $90          $690
6. Addition of support services for Affordable Housing Strategy Element
   A. Receive/review affordable housing strategy from City; follow up q&a                                         1    $200        1    $100                 $0                            1     $45          $345
   B. Format Affordable Housing Strategy section in Public Participation Draft and in Final Draft documents               $0     0.5     $50          2    $160                            1     $32          $242
7. Addition of supplementary plan content - Brentwood Boulevard Corridor
   A. Administrative Draft: Draft Document Text, include Full-Page Illustrations
    1) Capital Improvements (streetscape design elements) - annotate graphics, draft text; format for document.1       $200        8    $800          6    $480               $0           6    $222        $1,702


     5/12/2005                                                                                          Budget v1                                                                                          Page 2
                        City of Brentwood: Specific Plan for Brentwood Boulevard and Empire Triangle - Project Completion - Supplemental Task List
                                                                    Staffing & Budget Spreadsheet (v.1)

                                           Tasks: FTB Only                                                    Principal          Associate      Urban Designer       Draftsman          Proj Assist II      Total
                                                                                                           hours       fees    hours   fees     hours    fees     hours     fees     hrs (rnd)    fees      Fees


    2) Utility and Street Infrastructure - Receive/integrate draft section from City Engineering Dept.             0      $0       1    $100        1       $80                 $0           1       $27       $207
    3) Additional "Book 1" Text resulting from Expanded Plan Area                                             0.5       $100       2    $200        2      $160                 $0           2       $69       $529
    4) Addition to "Book 2 - Development Regulations" Content resulting from Expanded Plan Area                    4    $800      12   $1,200       4      $320                 $0           9     $348       $2,668
  B. Appendix
    1) Economics and Market Issues - receive from Gruen Gruen + Associates; format for document               0.5       $100       2    $200        2      $160                 $0           2       $69       $529
8. Phase II Project Management                                                                                     2    $400      16   $1,600       0        $0                 $0           8     $300       $2,300


                                                                                                                                                                Professional Fees Subtotal - Section 2       $37,007
                                                                                                                                                            Reimbursable Project Expenses (FTB only):         $3,331
                                                                                                                                                                   Project Budget Subtotal - Section 2       $40,338


                                                                                                                                                   PROJECT BUDGET TOTAL - Section 1 + Section 2              $84,737


                                                                                                                                                   Credit for Elimination of Empire Triangle from Project   ($28,451)
                                                                                                                                                          Credit for Associated Reimbursable Expenses        ($2,561)


                                                                                                                                                            TOTAL ADDITIONAL SERVICES BUDGET                 $53,725




    5/12/2005                                                                                            Budget v1                                                                                          Page 3
                               CITY COUNCIL AGENDA ITEM NO. 4



Meeting Date:          May 24, 2005

Subject/Title:         Approve a Resolution Approving An Affordable Housing Agreement
                       between the City of Brentwood and Ashford Park Investors, LLC for
                       Subdivision 8763 – Ashford Park II

Prepared by:           Kwame P. Reed, Housing Analyst

Submitted by:          Howard Sword, Community Development Director



RECOMMENDATION
Approve a Resolution approving an Affordable Housing Agreement between the City of
Brentwood and Ashford Park Investors, LLC for Subdivision 8763 – Ashford Park II.

PREVIOUS ACTION
Ordinance 790 was adopted by the City Council on January 11, 2005 amending the City of
Brentwood Affordable Housing Program. At its meeting of April 21, 2005, the Housing
Subcommittee recommended approval of the Affordable Housing Agreement with Ashford Park
Investors, LLC for Subdivision 8763.

BACKGROUND
Ashford Park Investors, LLC for Subdivision 8763 was approved (Rezone, Tentative Map and
Design Review) by the Planning Commission on December 7, 2004. The Housing Division staff
has negotiated an agreement with the Developer to pay the associated in-lieu fees for the 1-unit
obligation. The negotiated agreement was based on the “phase-in” portion of Ordinance 790
allowing developers of subdivisions with average lot sizes of over 8500 square feet to “fee out”
of both their very-low income unit obligation and their low income unit obligation if the project
had an approved RGMP allocation prior to the adoption of Ordinance 790.

The Housing Subcommittee is recommending the included agreement to City Council for
approval. With the average lot size over 9,000 square feet, the developer has agreed to pay the
following in lieu fees upon approval of this agreement to meet their affordable housing
obligation.

   •   11 units x 10% = 1.1 unit or 1 units X 50% = .5 unit, say 1 unit

For projects that generate one unit and have the ability to fee out, the in-lieu fee shall be
calculated as follows:

   •   In-Lieu Fees for 1 VL unit ($235,000) x 30% = $70,500
   •   In-Lieu Fees for 1 L unit ($176,000) x 70% = $123,200
   •   Total Fees = $193,700
Please note: The above fee is an estimate. The actual fee in effect at the time of building
permit will be calculated.

FISCAL IMPACT
None at this time.



Attachments
Resolution
Affordable Housing Agreement




                                                           2
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818892v2 80087/0001
                                                RESOLUTION NO.


A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD APPROVING AN
AFFORDABLE HOUSING AGREEMENT BETWEEN THE CITY OF BRENTWOOD AND
ASHFORD PARK INVESTORS, LLC FOR SUBDIVISION 8763

         WHEREAS, on January 11, 2005, the City Council adopted Ordinance 790, an
         Ordinance of the City Council of the City of Brentwood approving an amendment to the
         Municipal Code adding Chapter 17.725 that establishes an Affordable Housing Program;
         and

         WHEREAS, Ashford Park Investors, LLC had a Condition of Approval to their project to
         comply with the City of Brentwood Affordable Housing Program; and

         WHEREAS, the Developer has agreed to pay in lieu fees in effect at the time of building
         permit based on the following formula:
                       Very-Low Unit In-Lieu Fee x 70%
                       Low Unit In-Lieu Fee x 30%

         NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood
         does hereby approve an Affordable Housing Agreement with Ashford Park Investors,
         LLC for Subdivision 8763 and the Mayor or the City Manager and City Clerk or any of
         their designees are authorized to execute the agreement and such other documents as
         may be needed to complete the transaction.

         PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
         a regular meeting held on the 24th day of May, 2005 by the following vote


         AYES:
         NOES:
         ABSENT:
         ABSTAIN :


                                                                      _______________________
                                                                      Brian Swisher
                                                                      Mayor



ATTEST:



__________________________________
Cynthia Garcia,
Interim City Clerk



                                                           3
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818892v2 80087/0001
RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:

City of Brentwood
708 Third Street
Brentwood, California 94513
Attn: City Clerk


                  Free Recording Requested Per Government Code Section 27383




                                  AFFORDABLE HOUSING AGREEMENT

      THIS AFFORDABLE HOUSING AGREEMENT (“Agreement”) is entered into as of the
____________day of_______________, 200__, by and between THE MARK PRINGLE
COMPANY, LLC (“Developer”), and the CITY OF BRENTWOOD and the REDEVELOPMENT
AGENCY OF THE CITY OF BRENTWOOD (collectively defined herein as “City”). The
Developer and City agree as follows, with reference to the following facts:

                                                     RECITALS

        A.      Developer owns that certain real property identified as Subdivision 8763 (APN
019-100-016 and described in Exhibit A, attached hereto and incorporated herein by reference
(the “Site”). Developer proposed to construct on the Site a single-family residential
development consisting of approximately 11 detached residential units (the “Project”) (each
lot, together with all improvements thereon and other rights appurtenant thereto, being referred
to individually as a “Unit” and collectively as the “Units”), which Units shall be offered for sale.

        B.     City is acting to carry out its obligations under its General Plan, Ordinance No.
790 (Brentwood Municipal Code Chapter 17.725) (the "Ordinance") and any implementing
regulations (collectively, the "City Inclusionary Housing Requirements"), and Developer
agrees to comply with the City Inclusionary Housing Requirements.

        C.      As a project with an application for a Residential Growth Management Program
allocation that was deemed complete by the City between October 9, 2003, and the effective
date of the Ordinance, the Project is subject to the phase-in provisions of the Ordinance.
Further, since the minimum lot size associated with the Project is over 9,000 square feet, the
Developer may elect to pay an in-lieu fee to satisfy its inclusionary obligations. The Developer
has elected to comply with the City Inclusionary Housing Requirements by paying an in-lieu fee,
as provided in Section 5 of the Ordinance.

                                                   AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Developer and City agree as follows:

K:\selias\Agendas Staff Reports\Mark Pringle Staff Report Combo.DOC
818892v2 80087/0001
                                                     ARTICLE 1

                                                    IN-LIEU FEE

1.1      Pursuant to Section 5 of the Ordinance, Developer shall pay to the City the in-lieu fee for
         one affordable Unit, calculated at 70 percent of the in-lieu fee for low income households
         in effect at building permit issuance and 30 percent of the in lieu fee for very low income
         households in effect at building permit issuance (the "In-Lieu Fee"). No earlier than 30
         days prior to building permit issuance, Developer shall request, in writing, the City's
         Housing Manager to calculate the applicable In-Lieu Fee. The City's Housing Manager
         or designee shall calculate the In-Lieu Fee within ten business days of such written
         request by Developer and shall notify Developer in writing of the fee amount. The In-
         Lieu Fee shall be due and payable to the City at the time of building permit issuance.

1.2      Developer’s execution of this Agreement and compliance with the terms and conditions
         herein, shall be deemed full and final satisfaction of the City Inclusionary Housing
         Requirements applicable to the Project.

                                                     ARTICLE 2

                                            GENERAL PROVISIONS

2.1      Conditions of Approval. This Agreement shall not supercede any conditions of approval
         for the Project imposed pursuant to the Ordinance or other applicable City Inclusionary
         Housing Requirements, but is intended to be consistent with the Ordinance and other
         applicable City Inclusionary Housing Requirements. In the event of any conflict between
         this Agreement and the City Inclusionary Housing Requirements, the City Inclusionary
         Housing Requirements shall prevail.

2.2      Notices. Notices required to be given to the City or to Developer shall be given by hand
         delivery, recognized overnight courier (such as UPS, DHL, or Fed Ex) or certified mail,
         return receipt requested, to the following addresses, or to such other address(es) as a
         party may designate from time to time by written notice to the other. All notices so given
         shall be deemed received (a) on the date delivered if hand delivered or delivered by
         overnight courier, or(b) one day after postmark if sent postage prepaid by certified mail,
         return receipt requested.


                                     To City:

                                     Housing Manager
                                     The City of Brentwood
                                     City Hall
                                     708 Third Street
                                     Brentwood, CA 94513




                                                           2
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818892v2 80087/0001
                                     To Developer:

                                     The Mark Pringle Company, LLC
                                     Attn: Mark Pringle
                                     90 El Camino Real
                                     Burlingame CA 94010

2.3      Amendment. This Agreement may be amended only in writing by City and the
         Developer.

2.4      No Third Party Beneficiaries. Notwithstanding anything in this Agreement to the
         contrary, there are no third party beneficiaries of this Agreement.

2.5      Effect of Agreement. Notwithstanding anything in this Agreement to the contrary,
         nothing in this Agreement shall have any force or effect on any buyer of a single Unit
         with respect to the buyer's right, title or interest in or to such Unit.

2.6      Default.

                  2.6.1    Any failure by Developer to perform any term or provision of this
                           Agreement shall constitute an “Event of Default” if Developer does not
                           cure such failure within thirty (30) days following written notice of default
                           from the City.

                  2.6.2    Any notice of default given hereunder shall specify in detail the nature of
                           the failure in performance alleged by the City and the manner in which
                           such failure of performance may be satisfactorily cured in accordance
                           with the terms and conditions of this Agreement. During the time periods
                           herein specified for cure of a failure to perform, the Developer shall not be
                           considered to be in default of this Agreement for any purposes.

                  2.6.3    Any failure or delay by the City in asserting any of its rights or remedies
                           as to any Event of Default shall not operate as a waiver of any Event of
                           Default or of any such rights or remedies or deprive the City of its right to
                           institute and maintain any actions or proceedings which it may deem
                           necessary to protect, assert or enforce any such rights or remedies.

                  2.6.4    In the Event of Default under this Agreement, City shall have the right to
                           exercise all of the rights and remedies, and to maintain any actions at law
                           or suits in equity or other remedy proceedings to cure, correct or remedy
                           such Event of Default.

                  2.6.5    In the Event of Default, failure by Developer to comply with the terms of
                           this Agreement shall be grounds for the City to suspend issuance of
                           building permits for the Project, pursue any other remedy available to it
                           pursuant to this Agreement or applicable law and/or demand payment of
                           the In-Lieu Fee.

         2.7.     Successors and Assigns.



                                                           3
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818892v2 80087/0001
                  2.7.1    Binding Effect; Covenants Run with Land. The covenants contained in
                           this Agreement shall inure to the benefit of the City and its successors
                           and assigns and shall be binding upon Developer and any successor in
                           interest as owner of fee title to the Site, or any part thereof. Upon the
                           transfer by Developer of all of its interest in the Site, all references in this
                           Agreement to Developer thereafter shall mean and refer to such
                           successor in interest of Developer as may then be the owner of the Site.
                           In the event that Developer transfers the Site to more than one successor
                           in interest, all successors in interest shall be collectively required to
                           comply with the provisions of this Agreement and shall be jointly and
                           severally liable for any breach or failure to comply, unless each successor
                           and City enter into an agreement outlining the specific obligations of each
                           successor for compliance with this Agreement. The covenants shall run
                           in favor of City and its successors and assigns for the entire period during
                           which such covenants shall be in force and effect.

                  2.7.2    Transfer by Developer of Site. Except as expressly permitted by this
                           Section 2.7.2, Developer shall not sell, transfer, convey, assign or ground
                           lease the Site or any part thereof or interest therein (a "Transfer") during
                           the period between the date of recordation of this Agreement and the
                           payment of the In-Lieu Fee without prior written approval of the City. The
                           City's approval shall not be unreasonably withheld or delayed. This
                           restriction shall not apply to (i) any Transfer of a Unit to an individual
                           homebuyer, (ii) any Transfer of Developer's interest in the Site to any
                           trust, partnership, corporation, limited liability company or other entity that
                           is managed and controlled by Developer whether through any trust,
                           partnership, corporation, limited liability company or other entity, or (iii)
                           any Transfer after the payment of the In-Lieu Fee. This restriction on
                           Transfer shall not be deemed to limit or restrict the making of dedications
                           or granting of easements or permits to facilitate the development of the
                           Site, or to limit or restrict the sale of any individual Units. This restriction
                           on Transfer shall also not be deemed to prohibit, limit or restrict the
                           assignment or granting of any security interests in the Site for the purpose
                           of securing loans or funds to be used for financing the construction of the
                           improvements on the Site, or the exercise by any lenders of their rights
                           and remedies, including without limitation foreclosure, under the
                           agreements and instruments evidencing or securing any such financing.

         2.8      California Law. This Agreement shall be construed in accordance with and be
                  governed by the laws of the State of California.

         2.9      Severability. Should any provision of this Agreement be found invalid or
                  unenforceable by a court or other body of competent jurisdiction, said invalidity,
                  unenforceability or ineffectiveness shall not affect the validity of the remaining
                  provisions which shall remain in force to the maximum extent possible.

         2.10     Entire Agreement. This Agreement contains the entire understanding between
                  the parties relating to the transaction contemplated hereby, and all prior or
                  contemporaneous agreements, understandings, representations and statements,
                  oral or written, are merged herein and shall be of no further force or effect. No


                                                           4
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818892v2 80087/0001
                  provision of this Agreement may be amended, waived, or added except by an
                  instrument in writing signed by the Parties hereto.

         2.11     Incorporation of Exhibits. All exhibits referred in this Agreement are incorporated
                  herein by reference.

         2.12     Counterparts. This Agreement may be executed in counterparts, which when
                  taken together shall constitute a single signed original as though all parties had
                  executed the same page.

         2.13     Effective Date. The Effective Date if this Agreement shall be the date this
                  Agreement is executed by both parties.

         2.14     Attorney’s Fees. In the event any party to this Agreement commences litigation
                  for specific performance or damages for the breach of this Agreement, the
                  prevailing party shall be entitled to a judgment against the other for an amount
                  equal to reasonable attorneys’ fees and court costs incurred.

                                             [Signature page follows]




                                                           5
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818892v2 80087/0001
IN WITNESS WHEREOF, City and Developer have caused this instrument to be executed on
their behalf by their respective officers thereunto duly authorized.



Date:                                              THE CITY OF BRENTWOOD and THE
                                                   REDEVELOPMENT AGENCY OF THE CITY
                                                   OF BRENTWOOD

                                                   By:
                                                            City Manager and Executive Director

                                                   ATTEST:

                                                   By:
                                                            City Clerk

                                                                                         "CITY"
APPROVED AS TO FORM:




City Attorney



Date:                                              THE MARK PRINGLE COMPANY, LLC

                                                   By:

                                                   Its:

                                                                                  "DEVELOPER"
SIGNATURES MUST BE NOTARIZED




                                                           6
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818892v2 80087/0001
STATE OF CALIFORNIA                  )
                                     ) ss
COUNTY OF                            )

On                                            , before me, the undersigned, a notary public,
personally appeared
              ,
                  (        ) personally known to me, or
                  (        ) proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that                      executed the same in         authorized
capacity(ies), and that by           signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.


Signature

                                                  ~~~~~~

STATE OF CALIFORNIA                  )
                                     ) ss
COUNTY OF                            )

On                                            , before me, the undersigned, a notary public,
personally appeared
              ,
                  (        ) personally known to me, or
                  (        ) proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that                      executed the same in         authorized
capacity(ies), and that by           signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.


Signature




                                                       7
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818892v2 80087/0001
                                                EXHIBIT A

                                     Legal Description of the Site

                                             [To be inserted]




                                                       8
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818892v2 80087/0001
                                CITY COUNCIL AGENDA ITEM NO. 5


Meeting Date: May 24, 2005

Subject/Title: Adopt a Resolution approving the Purchase Agreement with Harvest Time
               Assembly of God, for the future John Muir Parkway (Concord Avenue
               Realignment).

Prepared by:         Engineering: M. Sullivan

Submitted by: Engineering: B. Grewal


RECOMMENDATION
Adopt a Resolution approving the following actions: (1) an agreement for purchase of a fee
parcel with Harvest Time Assembly of God, a California Corporation, for a portion of real
property identified as APN 010-010-024, generally located south of Ventura Drive and on the
west side of Concord Avenue, hereby accepting real property on behalf of the City and
authorizing the Mayor or City Manager and City Clerk or any of their designees to execute the
agreement and such other documents as may be needed to complete the transaction including
acceptance of the Deed; (2) authorize the Mayor or City Manager and City Clerk or any of their
designees to execute a Grant Deed or Quitclaim Deed, and such other documents as may be
needed to complete the transaction to hereby convey fee title to a portion of City owned
property identified as a portion of Ventura Drive, reserving a roadway, emergency vehicle
access and public utility easement over the entire parcel; and (3) authorize the Mayor or City
Manager and City Clerk or any of their designees to execute a Quitclaim Deed, and such other
documents as may be needed to complete the transaction to hereby convey only the roadway
easement rights reserved in Action No. 2 above at such time as John Muir Parkway has been
constructed and opened for traffic from Balfour Road to Foothill Drive.

PREVIOUS ACTION
On May 18, 2004, by Resolution No. 04-31, Planning Commission approved the Negative
Declaration and determined that the 2004/05 – 2008/09 Capital Improvement Program was
consistent with the adopted Brentwood General Plan.

On May 25, 2004, by Resolution No. 2004-113, City Council adopted the 2004/05 – 2008/09
Capital Improvement Program that included the John Muir Parkway (Concord Avenue
Realignment), Developer Project.

On March 15, 2005, by Resolution No. 05-18, Planning Commission approved Tentative Parcel
Map (Minor Subdivision No. 361-04) and the Conditions of Approval to subdivide approximately
13.1-acre parcel into four parcels for the property located at 500 Concord Avenue (APN 010-
010-024).

BACKGROUND
The future John Muir Parkway (Concord Avenue Realignment) project will consist of the
construction of 4,500 linear feet of roadway. John Muir Parkway will be a collector street from
Eagle Rock Avenue southerly to Foothill Drive. The construction is necessary due to the future
Highway 4 Bypass and the development of the area south of Balfour Road and west of the
current Concord Avenue. John Mu ir Parkway will also replace the existing Concord Avenue, as


K:\kdempsey\Staff Reports \2005\05-24-05\Marie-Harvest Time Church\Harvest Time Church.doc
it currently lies in the path of the third segment of the Highway 4 Bypass due to start
construction in the very near future. The extension of the current John Muir Parkway/Concord
Realignment will provide north/south traffic circulation and access to surrounding properties.

Now that the construction of the third segment of the Highway 4 Bypass will be taking place in
the very near future and a portion of Ventura Drive will no longer be able to be used as a
secondary access for the area due to the construction of the Bypass, it is imperative that the
property exchange of the City owned property and John Muir Parkway take place at this time.

The City acquired the property for the existing Ventura Drive from Harvest Time Assembly of
God on March 20, 2001, with the understanding that some time in the future a portion of
Ventura Drive would be returned due to the realignment of Concord Avenue.

As part of the approval process for the Harvest Time Assembly of God property (Minor
Subdivision No. 361-04), one of their conditions is to dedicate the right-of-way necessary for
John Muir Parkway and a landscape easement.

FISCAL IMPACT
The acquisition costs have been budgeted through the John Muir Parkway (Concord Avenue
Realignment), Developer Project. The project is incorporated into developer’s conditions of
approval and will be funded by the developers and the Bypass Authority. A portion of the
funding is based on a 10-year Development Reimbursement Agreement.

Attachments:
Resolution
Site Map/Project Map
Agreement




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                                                RESOLUTION NO.


         A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
         ADOPTING A RESOLUTION APPROVING THE FOLLOWING ACTIONS: (1) AN
         AGREEMENT FOR PURCHASE OF A FEE PARCEL WITH HARVEST TIME
         ASSEMBLY OF GOD, A CALIFORNIA CORPORATION, FOR A PORTION OF REAL
         PROPERTY IDENTIFIED AS APN 010-010-024, GENERALLY LOCATED SOUTH OF
         VENTURA DRIVE AND ON THE WEST SIDE OF CONCORD AVENUE, HEREBY
         ACCEPTING REAL PROPERTY ON BEHALF OF THE CITY AND AUTHORIZING THE
         MAYOR OR CITY MANAGER AND CITY CLERK OR ANY OF THEIR DESIGNEES TO
         EXECUTE THE AGREEMENT AND SUCH OTHER DOCUMENTS AS MAY BE
         NEEDED TO COMPLETE THE TRANSACTION INCLUDING ACCEPTANCE OF THE
         DEED; (2) AUTHORIZE THE MAYOR OR CITY MANAGER AND CITY CLERK OR
         ANY OF THEIR DESIGNEES TO EXECUTE A GRANT DEED OR QUITCLAIM DEED
         AND SUCH OTHER DOCUMENTS AS MAY BE NEEDED TO COMPLETE THE
         TRANSACTION TO CONVEY FEE TITLE TO A PORTION OF CITY OWNED
         PROPERTY IDENTIFIED AS A PORTION OF VENTURA DRIVE, RESERVING A
         ROADWAY, EMERGENCY VEHICLE ACCESS AND PUBLIC UTILITY EASEMENT
         OVER THE ENTIRE PARCEL; AND (3) AUTHORIZE THE MAYOR OR CITY
         MANAGER AND CITY CLERK OR ANY OF THEIR DESIGNEES TO EXECUTE A
         QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS MAY BE NEEDED TO
         COMPLETE THE TRANSACTION TO CONVEY ONLY THE ROADWAY EASEMENT
         RIGHTS RESERVED IN ACTION NO. 2 ABOVE AT SUCH TIME AS JOHN MUIR
         PARKWAY HAS BEEN CONSTRUCTED AND OPENED FOR TRAFFIC FROM
         BALFOUR ROAD TO FOOTHILL DRIVE.


      WHEREAS, on May 18, 2004, by Resolution No. 04-31, Planning Commission approved
the Negative Declaration and determined that the 2004/05 – 2008/09 Capital Improvement
Program was consistent with the adopted Brentwood General Plan; and

      WHEREAS, on May 25, 2004, by Resolution No. 2004-113, City Council adopted the
2004/05 – 2008/09 Capital Improvement Program that included the John Muir Parkway
(Concord Avenue Realignment), Developer Project; and

       WHEREAS, on March 15, 2005, by Resolution No. 05-18, Planning Commission
approved Tentative Parcel Map (Minor Subdivision No. 361-04) and the Conditions of Approval
to subdivide approximately 13.1-acre parcel into four parcels for the property located at 500
Concord Avenue (APN 010-024); and

       WHEREAS, real property generally located south of Ventura Drive and on the west side
of Concord Boulevard in the City of Brentwood identified as APN 010-010-024, is needed for the
John Muir Parkway (Concord Avenue Realignment), Developer Project; and

       WHEREAS, a purchase agreement between the City of Brentwood and the vested
property owner for a property exchange has been developed and is necessary to transfer
property.




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        NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Brentwood
approves the following actions: (1) an agreement for purchase of a fee parcel with Harvest
Time Assembly of God, a California Corporation, for a portion of real property identified as APN
010-010-024, generally located south of Ventura Drive and on the west side of Concord
Avenue, hereby accepting real property on behalf of the City and authorizing the Mayor or City
Manager and City Clerk or any of their designees to execute the agreement and such other
documents as may be needed to complete the transaction including acceptance of the Deed; (2)
authorize the Mayor or City Manager and City Clerk or any of their designees to execute a Grant
Deed or Quitclaim Deed and such other documents as may be needed to complete the
transaction to hereby convey fee title to a portion of City owned property identified as a portion
of Ventura Drive, reserving a roadway, emergency vehicle access and public utility easement
over the entire parcel; and (3) authorize the Mayor or City Manager and City Clerk or any of
their designees to execute a Quitclaim Deed and such other documents as may be needed to
complete the transaction to hereby convey only the roadway easement rights reserved in Action
No. 2 above at such time as John Muir Parkway has been constructed and opened for traffic
from Balfour Road to Foothill Drive.

       BE IT FURTHER RESOLVED, that the City of Brentwood hereby accepts the real
property described in the Grant Deed.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 24th day of May 2005 by the following vote:




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                                 CITY COUNCIL AGENDA ITEM NO. 6


Meeting Date: May 24, 2005

Subject/Title: Adopt a Resolution authorizing execution of a Grant Deed to the State of
               California (Caltrans) for a portion of the roadway along Highway 4 (Brentwood
               Boulevard) required for the New Police Station, CIP Project No. 337-3142.

Prepared by:          Engineering: M. Sullivan

Submitted by: Engineering: B. Grewal



RECOMMENDATION
Adopt a Resolution authorizing the Mayor or City Manager and City Clerk or any of their
designees to execute a Grant Deed hereby conveying real property to the State of California
(Caltrans) identified as a portion of roadway parallel to Highway 4 (Brentwood Boulevard) in
front of the New Police Station site, APN 010-160-150, and a portion of roadway at the
intersection of Guthrie Lane and any other documents necessary to complete the transaction.

PREVIOUS ACTION
On September 17, 2003, by Resolution No. 2980, City Council authorized the City Manager to
execute a purchase agreement for a note and deed of trust secured by property located at 9100
Brentwood Boulevard for the New Police Station, CIP Project No. 337-3142.

On February 10, 2004, City Council authorized staff to execute an agreement for design
services for the New Police Station with Kaplan McLaughlin Diaz (KMD) in an amount not to
exceed $673,363 and amend the 2003/04 – 2007/08 CIP Budget Sheet.

On May 25, 2004, by Resolution No. 2004-113, City Council adopted the 2004/05 – 2008/09
Capital Improvement Program, which included the New Police Station, CIP Project No. 337-
3142.

BACKGROUND
As directed by the City Council on February 10, 2004, staff began the design work for the New
Police Station project. This project has been bid as a multi-prime project and contracts were
awarded over the last year for Seismic Retrofit, Fire Sprinklers, Mechanical HVAC, Plumbing
and Law Enforcement Equipment. One of the essential parts of the design yet to be
constructed is a second drive way for the secured parking area.

Staff has worked very diligently with the State of California (Caltrans) over the past several
months to successfully obtain the necessary permit to construct a second driveway for the New
Police Station project. This right-in right-out driveway will allow officers to access Brentwood
Boulevard as necessary. This access provides the needed second entry/exit into the secured
parking area serving the southwest side of the new facility. This second access is not intended
to provide public parking use. Public parking for the facility remains located along the north side
of the building, accessed from Guthrie Lane.




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During the permitting process Caltrans discovered that when the widening and improvements
were constructed in this area on Highway 4 (Brentwood Boulevard) that the right-of-way
custom arily conveyed to the State never took place. Therefore, this should be considered a
housekeeping item to comply with Caltrans’ requirements and to facilitate the issuance of the
permit to construct the necessary second driveway.

FISCAL IMPACT
None

Attachments:
Resolution
Grant Deed




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                                                   RESOLUTION NO.

         A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
         AUTHORIZING THE MAYOR OR CITY MANAGER AND CITY CLERK OR ANY OF
         THEIR DESIGNEES TO EXECUTE A GRANT DEED HEREBY CONVEYING REAL
         PROPERTY TO THE STAT E OF CALIFORNIA (CALTRANS) IDENTIFIED AS A
         PORTION OF ROADWAY PARALLEL TO HIGHWAY 4 (BRENTWOOD BOULEVARD)
         IN FRONT OF THE NEW POLICE STATION SITE, APN 010-160-150, AND A
         PORTION OF ROADWAY AT THE INTERSECTION OF GUTHRIE LANE AND ANY
         OTHER DOCUMENTS NECESSARY TO COMPLETE THE TRANSACTION.

        WHEREAS, on September 17, 2003, by Resolution No. 2980, City Council authorized
the City Manager to execute a purchase agreement for a note and deed of trust secured by
property located at 9100 Brentwood Boulevard for the New Police Station, CIP Project No. 337-
3142; and

      WHEREAS, on February 10, 2004, City Council authorized staff to execute an
agreement for design services for the New Police Station with Kaplan McLaughlin Diaz (KMD) in
an amount not to exceed $673,363 and amend the 2003/04 – 2007/08 CIP Budget Sheet; and

        WHEREAS, on May 25, 2004, by Resolution No. 2004-113, City Council adopted the
2004/05 – 2008/09 Capital Improvement Program, which included the New Police Station, CIP
Project No. 337- 3142; and

       WHEREAS, the State of California (Caltrans) requires that when widening and
improvements are constructed on Highway 4 (Brentwood Boulevard) that the right-of-way for
these improvements are conveyed to the State; and

        WHEREAS, the right-of-way transfer never took place and a Grant Deed is required to
transfer said property between the City of Brentwood and the State of California (Caltrans) as
part of Highway 4 (Brentwood Boulevard).

         NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Brentwood
that the Mayor or City Manager and City Clerk or any of their designees be authorized to
execute a Grant Deed hereby conveying real property to the State of California (Caltrans)
identified as a portion of roadway parallel to Highway 4 (Brentwood Boulevard) in front of the
Police Station site, APN 010-160-150, and a portion of roadway at the intersection of Guthrie
Lane and any other documents necessary to complete the transaction.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a meeting held on the 24th day of May 2005 by the following vote:




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                               CITY COUNCIL AGENDA ITEM NO. 7


Meeting Date: May 24, 2005

Subject/Title: Adopt a Resolution approving the Purchase Agreement with East Contra Costa
               Irrigation District (ECCID) for the Lone Tree Way – Union Pacific
               Undercrossing, CIP Project No. 336-3134.

Prepared by:        Engineering: M. Sullivan

Submitted by: Engineering: B. Grewal


RECOMMENDATION
Adopt a Resolution approving an agreement for purchase of a fee parcel with East Contra Costa
Irrigation District (ECCID), an Irrigation District as successor in interest to the Lone Tree
Irrigation District, for real property generally located on the south side of Lone Tree Way
between Fairview Avenue and O’Hara Avenue adjacent to the railroad tracks, hereby accepting
real property on behalf of the City, and authorizing the Mayor or City Manager and City Clerk or
any of their designees to execute the agreement and such other documents as may be needed
to complete the transaction including acceptance of the Deed.

PREVIOUS ACTION
On May 25, 2004, by Resolution No. 2004-113, City Council adopted the City’s 2004/05 –
2008/09 Capital Improvement Program that included the Lone Tree Way – Union Pacific
Undercrossing, CIP Project No. 336-3134.

On April 12, 2005, by Resolution No. 2005-75, City Council authorized the City Manager to
execute a contract and related documents with Biggs Cardosa Associates, Inc. to provide
design services for the Lone Tree Way – Union Pacific Undercrossing, CIP Project No. 336-
3134, in an amount of $1,315,000, plus a 10% contingency and amended the CIP Budget
Sheet.

BACKGROUND
The Lone Tree Way - Union Pacific Undercrossing, CIP Project No. 336-3134, will construct an
underpass consisting of six travel lanes under the Union Pacific Railroad. This project will
improve the emergency response by improving the traffic flow, accommodate the widening to
the west and to the east, as well as fulfill the City’s requirement by the Public Utilities
Commission for the allowance of an at-grade crossing of the same rail line at Sand Creek Road.

The actual right-of-way needed from the ECCID parcel was two separate acquisitions, one was
a public utility easement and the other was a fee take for the widening of Lone Tree Way. Since
this project is an undercrossing of the railroad tracks and the property is located adjacent to the
railroad, access to the property will be eliminated. Pursuant to State and Federal laws the City
is required to pay damages caused by the elimination of the access or purchase the entire
parcel as a remnant. Due to the location of this property and the amount owed in damages it is
to the City’s benefit to purchase the property in its entirety.

Acquisition of the ECCID property is essential to this project.



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FISCAL IMPACT
The acquisition costs have been budgeted through the Lone Tree Way - Union Pacific
Undercrossing, CIP Project No. 336-3134.

Attachments:
Resolution
Project Map/Site Map
Agreement




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                                                RESOLUTION NO.



         A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
         APPROVING AN AGREEMENT FOR PURCHASE OF A FEE PARCEL WITH EAST
         CONTRA COSTA IRRIGATION DISTRICT, AN IRRIGATION DISTRICT AS
         SUCCESSOR IN INTEREST TO THE LONE TREE IRRIGATION DISTRICT , FOR
         REAL PROPERTY GENERALLY LOCATED ON THE SOUTH SIDE OF LONE TREE
         WAY BETWEEN FAIRVIEW AVENUE AND O’HARA AVENUE ADJACENT TO THE
         RAILROAD TRACKS, HEREBY ACCEPTING REAL PROPERTY ON BEHALF OF
         THE CITY, AND AUTHORIZING THE MAYOR OR CITY MANAGER AND CITY
         CLERK OR ANY OF THEIR DESIGNEES TO EXECUTE THE AGREEMENT, AND
         SUCH OTHER DOCUMENTS AS MAY BE NEEDED TO COMPLETE THE
         TRANSACTION INCLUDING ACCEPTANCE OF THE DEED.



        WHEREAS, on December 10, 2002, City Council authorized staff to execute a
Professional Services Agreement with Raney Planning & Management, Inc. (RPM) to prepare
the Environmental Impact Report for the Lone Tree Way – Union Pacific Undercrossing, CIP
Project No. 336-3134; and

        WHEREAS, on May 25, 2004, by Resolution No. 2004-113, City Council adopted the
City’s 2004/05 – 2008/09 Capital Improvement Program that included the Lone Tree Way –
Union Pacific Undercrossing, CIP Project No. 336-3134; and

       WHEREAS, on April 12, 2005, by Resolution No. 2005-75, City Council authorized the
City Manager to execute a contract and related documents with Biggs Cardosa Associates, Inc.
to provide design services for the Lone Tree Way – Union Pacific Undercrossing, CIP Project
No. 336-3134, in an amount of $1,315,000, plus a 10% contingency and amended the CIP
Budget Sheet; and

      WHEREAS, real property generally located on the south side of Lone Tree Way
between Fairview A venue and O’Hara Avenue adjacent to the railroad tracks in the City of
Brentwood, is needed for the Lone Tree Way - Union Pacific Undercrossing, CIP Project No.
336-3134; and

       WHEREAS, purchase agreements between the City of Brentwood and the vested
property owner have been developed and are necessary to transfer property.

       NOW, THEREFORE BE IT RESOLVED that the Mayor or the City Manager and City
Clerk or any of their designees are authorized to execute the agreement and any related escrow
documents including acceptance of the Grant Deed.

       BE IT FURTHER RESOLVED, that the City of Brentwood hereby accepts the real
property described in the Grant Deed.




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       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 24th day of May 2005 by the following vote:




K:\kdempsey\Staff Reports \2005\05-24-05\Marie-336-3134 ECCID\ECCID Lone Tree Way East of Railroad.doc
                                CITY COUNCIL AGENDA ITEM NO. 8

Meeting Date: May 24, 2005

Subject/Title: Adopt a Resolution to Increase the Amount Approved for Park Facilities in the
               Reimbursement Agreement with California Sun Brentwood, L.L.C., A Delaware
               Limited Liability Company, for all maps under Tentative Subdivision Map No.
               7690.

Prepared by:         Engineering: L. Vargas

Submitted by: Engineering: B. Grewal


RECOMMENDATION
Adopt a Resolution approving Amendment No. 1 to the Reimbursement Agreement with
California Sun – Brentwood, L.L.C., A Delaware Limited Liability Company, for all maps under
Tentative Subdivision Map No. 7690, located south of Balfour Road and west of Concord
Avenue, for costs associated with Master Plan Facility Improvements.

PREVIOUS ACTION
On April 12, 1994, City Council adopted Resolution No. 94-63, which established a standard
reimbursement agreement for Master Plan Facility Improvements.

On January 19, 1993, the Planning Commission adopted Planning Commission Resolution No.
93-2, which approved Tentative Subdivision Map No. 7690 with certain conditions.

On February 27, 2001, City Council adopted Resolution No. 2236, which approved a
reimbursement agreement with California Sun Brentwood, L.L.C. for costs associated
construction of Master Plan Facility Improvements. Construction of a 9.68 acre active park was
one of the Master Plan Facility Improvements approved for reimbursement.

On November 26, 2001, after many delays, staff became concerned that California Sun
Brentwood, L.L.C. was not going to be able to begin park construction due to financial
difficulties. To protect the city from reimbursing for construction of a park that may not be built,
the City Attorney wrote a letter to all of the developers that had purchased “villages” included
under Tentative Subdivision Map No. 7690, advising them that the fee credits for the
construction portion of the park were not going to be awarded.

BACKGROUND
This Deer Ridge Subdivision, original Map No. 7690, is located south of Balfour Road and West
of Concord Avenue. The Conditions of Approval for Tentative Subdivision Map No. 7690
required the developer to construct an active park adjacent to Krey Elementary at the time the
school was constructed, this did not happen. After the City was notified that the developer was
experiencing financial difficulties, the City did not want to be in the position of issuing fee credits
for park construction when there was a possibility that the park would not be built. To protect
the City from reimbursing for park construction that was not taking place, the City Attorney
notified the developers who had purchased ‘villages’ in this subdivision that the portion of the
park fee credits for construction would not be issued. Park construction finally began on
September 11, 2003 when KB Homes, who purchased a large number of the ‘villages’ stepped



K:\kdempsey\Staff Reports \2005\05-24-05\Linda-7690\7690 Park Construction.doc
in to be the project manager for the park construction. On November 1, 2004, the City began
issuing the original park construction fee credits on the Phase II units.

This increase in the reimbursement amount was requested because of the cost differential
between active park components and the few components of a community park that were
actually constructed due to the needs of the southwest area of the City. The Developer
originally requested an additional amount of $833,854 based on the 2004 Development Fee
Program. Staff met with the City Attorney and concluded that the increase should be based on
the 2001 Development Fee Program since the Reimbursement Agreement was approved in
2001 and the park was to be constructed in 2001. The increase of $305,483.34 that staff is
recommending is 31% higher than the original amount approved for the park. For that reason
staff is requesting that the City Council approve this increase due to the additional components
constructed. The City Engineer, Director of Finance and Information Services and the Director
of Parks and Recreation have reviewed this request.

FISCAL IMPACT
Park facility fee credits will be given at building permit, reducing the amount to be collected.
Depending on the number of permits remaining to be issued after approval, a cash payment for
any remaining balance may be made.

Attachments:
Resolution
Reimbursement Agreement Amendment No. 1
Site Map




K:\kdempsey\Staff Reports \2005\05-24-05\Linda-7690\7690 Park Construction.doc
                                                 RESOLUTION NO.


         A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
         APPROVING AMENDMENT NO. 1 TO THE REIMBURSEMENT AGREEMENT WITH
         CALIFORNIA SUN BRENTWOOD, L.L.C., A DELAWARE LIMITED LIABILITY
         COMPANY, FOR ALL MAPS UNDER TENTATIVE SUBDIVISION MAP NO. 7690,
         FOR COST S ASSOCIATED WITH MASTER PLAN FACILITY IMPROVEMENTS.

        WHEREAS, on January 19, 1993, Planning Commission adopted Planning Commission
Resolution No. 93-2, which approved Tentative Subdivision Map No. 7690 subject to certain
conditions; and

       WHEREAS, on February 27, 2001, City Council adopted Resolution No. 2236, which
approved a reimbursement agreement with California Sun Brentwood, LLC for costs associated
with Master Plan Facility Improvements; and

        WHEREAS, the Developer has constructed the additional public improvements eligible
for reimbursement; and

        WHEREAS, the City agrees to pay Developer for additional public improvements eligible
for reimbursement in the amount of $305,483.34.

       NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Brentwood
does hereby approve Amendment No. 1 to the Reimbursement Agreement with California Sun
Brentwood, L.L.C., A Delaware Limited Liability Company, for all maps under Tentative
Subdivision Map No. 7690 for additional Master Plan Improvements constructed.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 24th day of May 2005 by the following vote:




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                               CITY COUNCIL AGENDA ITEM NO. 9


Meeting Date:          May 24, 2005

Subject/Title:         Adopt a Resolution authorizing the City Manager to execute Contract
                       Amendments with Mark Thomas & Company, Inc. and Top Grade
                       Construction, Inc., for the completion of their work on Sand Creek Road, CIP
                       Project No. 336-3061.

Prepared by:            Engineering: P. Eldredge

Submitted by:          Engineering: B. Grewal


RECOMMENDATION
Adopt a Resolution authorizing the City Manager to execute a contract amendment with Mark
Thomas & Company in an amount of $81,809 for a total contract price of $674,035 and with Top
Grade Construction in the amount of $261,273.87 for a total contract amount of $8,701,025 for
the completion of their work on Sand Creek Road, CIP Project No. 336-3061.

PREVIOUS ACTION
On September 14, 1999, by Resolution No. 99-203, City Council authorized the City Engineer to
sign a professional engineering design contract with Mark Thomas & Co., Inc. for the design of
Sand Creek Road East, CIP Project No. 336-3061, east of the Union Pacific Railroad Crossing
east to Sand Creek/O’Hara Loop.

On February 13, 2001, City Council authorized the City Engineer to execute a design contract
change order with Mark Thomas & Company Inc. to expand the scope of the project for the
Sand Creek Road East, CIP Project No. 336-3061.

On March 12, 2002, by Resolution No. 2482, City Council authorized the City Manager to
execute a design change order with Mark Thomas & Co. for completion of design and
construction bid documents on Sand Creek Road East, Union Pacific Railroad to Brentwood
Boulevard, CIP Project No. 336-3061, and authorized the City Manager to approve change
orders up to 10% of the contract amount.

On July 23, 2002, by Resolution No. 2624, City Council authorized the City Manager to award a
contract for construction to Top Grade Construction, Inc. for Sand Creek Road East, CIP Project
No. 336-3061 and execute change orders not to exceed 10% of the contract amount.

On September 10, 2002, City Council authorized City staff to temporarily close the Sand Creek
Road/O’Hara Avenue Loop, from just west of Brentwood Boulevard to just north of Central
Boulevard, for a four-week period, for the construction of Sand Creek Road East, CIP Project
No. 336-3061, to install utilities including potable and non-potable water lines, storm drains and
sewer.

On April 8, 2003, City Council authorized the City Manager to execute a new Public Highway
Crossing Agreement with the Union Pacific Railroad Company for Sand Creek Road East, CIP
Project No. 336-3061.



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BACKGROUND
Sand Creek Road is one of the major east-west corridors in the City of Brentwood between the
Highway 4 Bypass and Brentwood Boulevard. This project has improved traffic circulation and
emergency response, as well as the required utility services along this corridor to induce
economic development in the east Brentwood area.

Due to unforeseen conditions during design and construction of this project, as well as delays,
additional costs were incurred to accelerate the road opening. During the design process,
coordination with Contra Costa County Flood Control, Department of Fish & Game and Union
Pacific Railroad required more time than originally anticipated. Mark Thomas & Company, Inc.
did an outstanding job working with these entities to keep the project moving; however,
additional time and expense was required to do so.               Top Grade Construction, Inc.
accommodated sound wall modifications, installation of new sound walls and an accelerated
schedule to expedite the road opening. The additional services indicated above brought the
contracts over the allotted 10% contingency, by approximately 3%.

FISCAL IMPACT
The funds for this work are paid through facility fees as follows:

Roadway Improvements - $18,498,710; Developer Contributions - $216,400; Water Facility
Funds - $2,423,800; and Sewer Facility Funds – $530,100 for a total project cost of
$21,669,010.

Below are the increases being requested this evening for your approval:

         Mark Thomas & Company, Inc.                    $     81,809.00
         Top Grade Construction, Inc.                   $    261,273.87

         Total Increase Requested                       $   343,082.87

As you can see below, the additional funds being requested do not increase the overall budget
for this project.

         Current Budget                                 $ 21,077,430.00
         Increase Requested                             $    343,082.87

         New Project Budget                             $ 21,420,512.87

This new project budget of $21,420,512.87 falls within the proposed budget for 2005/06, of
21,669,010. With the approval of 2005/06 – 2009/10 CIP Budget on tonight’s agenda, no budget
amendment will be required and funds will not be released to either Mark Thomas & Company,
Inc. or Top Grade Construction, Inc. prior to the implementation of the new budget beginning on
July 1, 2005.

Also on tonight’s agenda following this report, is a staff report for your approval, for the
acceptance of the work performed by Top Grade Construction, Inc. for their portion of the work
on Sand Creek Road East.

Attachments:
Resolution
Contract Amendments


K:\kdempsey\Staff Reports \2005\05-24-05\Paul-Contract Amendments 336-3061\Contract Amendment Staff Report.doc
                                                RESOLUTION NO.



         A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
         AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT AMENDMENT
                                         N
         WITH MARK THOMAS & COMPANY, I C., IN THE AMOUNT OF $81,809 FOR A
         TOTAL CONTRACT AMOUNT OF $674,035 AND WITH TOP GRADE
         CONSTRUCTION, INC. IN AN AMOUNT OF $261,273.87 FOR A TOTAL CONTRACT
         AMOUNT OF $8,701,025 FOR THE COMPLETION OF THEIR WORK ON SAND
         CREEK ROAD, EAST, CIP PROJECT NO. 336-3061.


        WHEREAS, On September 14, 1999, by Resolution No. 99-203, City Council authorized
the City Engineer to sign a professional engineering design contract with Mark Thomas & Co.,
Inc. for the design of Sand Creek Road East, CIP Project No. 336-3061, east of the Union
Pacific Railroad Crossing east to Sand Creek/O’Hara Loop; and

        WHEREAS, On February 13, 2001, City Council authorized the City Engineer to execute
a design contract change order with Mark Thomas & Company Inc. to expand the scope of the
project for the Sand Creek Road East, CIP Project No. 336-3061; and

       WHEREAS, on March 12, 2002, by Resolution No. 2482, City Council authorized the
City Manager to execute a design change order with Mark Thomas & Co. for completion of
design and construction bid documents on Sand Creek Road East, Union Pacific Railroad to
Brentwood Boulevard, CIP Project No. 336-3061, authorized the City Manager to approve
change orders up to 10% of the contract amount; and

      WHEREAS , on July 23, 2002, by Resolution No. 2624, City Council authorized the City
Manager to award a contract for the construction of Sand Creek Road East, CIP Project No.
336-3061 and execute change orders not to exceed 10% of the contract amount; and

        WHERAS, on September 10, 2002, City Council authorized City staff to temporarily
close the Sand Creek Road/O’Hara Avenue Loop, from just west of Brentwood Boulevard to just
north of Central Boulevard, for a four-week period, for the construction of Sand Creek Road
East, CIP Project No. 336-3061, to install utilities including potable and non-potable water lines,
storm drains and sewer; and

       WHERAS, on April 8, 2003, City Council authorized the City Manager to execute a new
Public Highway Crossing Agreement with the Union Pacific Railroad Company for Sand Creek
Road East, CIP Project No. 336-3061; and

       WHEREAS, unforeseen conditions, as well as delays which incurred additional costs to
accelerate the road opening, we are requesting contract amendments to cover the additional
costs.

        NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brentwood
that the City Manager is authorized to execute a contract amendment with Mark Thomas &
Company in an amount of $81,809 for a total contract price of $675,035 and with Top Grade
Construction in the amount of $261,273.87 for a total contract amount of $8,701,025 for the
completion of their work on Sand Creek Road, CIP Project No. 336-3061.


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       PASSED, APPROVED AND AD OPTED by the City Council of the City of Brentwood at
a regular meeting on the 24th day of May 2005 by the following vote:




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                          CITY COUNCIL AGENDA ITEM NO. 10



Meeting Date: May 24, 2005

Subject/Title:   Approve recommendation for Youth Commissioners and Adult Advisors

Prepared by:     Tom Burt, Recreation Services Supervisor
                 Poldina Scherff, Recreation Services Manager

Submitted by: Craig D. Bronzan, Director of Parks and Recreation



RECOMMENDATION
Approve appointments to the City of Brentwood Youth Commission for commissioners and adult
advisors.

PREVIOUS ACTION
On May 25, 2004, the City Council appointed the following Youth Commissioners and adult advisor.

Youth Commissioners:
Luke Barnesmoore         2 year appointment - new member
Ashley Clare             1 year appointment - new member
Elizabeth Cruz           1 year appointment - new member
Mickell Escobar          1 year appointment - new member
Leah Hocking             1 year appointment - new member
Christine Mendez         2 year appointment - new member
Brianna Swisher          1 year appointment - new member

Adult Advisors:
Kiko Ceja                1 year appointment - re-appointment
Anamarie Torres          1 year appointment - new member
Victor Silva             3 year appointment - new member

BACKGROUND
Terms will be expiring on May 31, 2005 for eight of our current Youth Commissioners. Seniors
Ashley Clare, Elizabeth Cruz, and Cynthia Fredenberg will be graduating and will not be continuing
with the Youth Commission. The remaining five commissioners with terms expiring this month have
requested reappointment. Sixteen candidates were interviewed for the remaining three Youth
Commissioner positions. Victor Silva, Adult Advisor resigned several months ago, and recruitment
was opened for the Adult Advisor position. Three applications were received, interviews were held,
and a recommendation is now being brought forward for the appointment of this position. The
Youth Commission is recommending to the Mayor the following applicants to fill the Youth
Commissioner positions and one Adult Advisor position:

Youth Commissioners:
Taylor Brinkman      2 year re-appointment
Mickell Escobar      2 year re-appointment
Leah Hocking         2 year re-appointment
Belinda Ordaz            2 year re-appointment
Brianna Swisher          2 year re-appointment
Belen Sidhu              1 year appointment – new member
Sarah Simmons            1 year appointment – new member
Matt Strauss             2 year appointment – new member

Adult Advisor:
Clay McNamara            1 year appointment – new member

If approved all new Youth Commissioners and the new Adult Advisor will take the oath of office at
the June 1, 2005 Youth Commission regular meeting. All outgoing Youth Commissioners will be
recognized for their years of service at the June 28, 2005 City Council meeting.

FISCAL IMPACT
None

Attachments:
Applications
                          CITY COUNCIL AGENDA ITEM NO. 11



Meeting Date: May 24, 2005

Subject/Title:   Approve a resolution certifying and approving the Negative Declaration
                 and adopting the 2005/06-2009/10 Capital Improvement Program

Prepared by:     Gail Leech, Management Analyst

Submitted by: Pamela Ehler, Director of Finance and Information Systems


RECOMMENDATION
Approve a resolution certifying and approving the Negative Declaration and adopting the
2005/06-2009/10 Capital Improvement Program for the City of Brentwood including
roadway, park, sewer, water and other municipal improvements to be constructed during
the next five years.

PREVIOUS ACTION
On July 26, 1994, the City Council approved the first five-year Capital Improvement
Program (CIP). The CIP budget was added to the City’s adopted 1994/95 budget. The
City Council also authorized the creation of the CIP Team to plan, design and administer
the projects outlined in the CIP report. The CIP Team is also responsible for updating
the CIP report and preparing the report annually. The attached CIP report represents
the efforts of the CIP Team to present the City Council with the next year’s update.

On April 12, 2005, the City Council held a workshop on the proposed CIP report. As a
result of this workshop, the following changes were made to the 2005/06-2009/10 City
Budget:

       Roadway Improvements:

       American Avenue Extension – We have added the American Avenue Extension
       Project. Legal and Planning for this project, totaling $648,500, were taken out of
       the Developer section and a new project in Roadways was created. In addition,
       while the final roadway construction will be done by developers, an interim
       secondary access road between American Avenue and Mountain View Drive will
       be constructed by the City.

       Parks and Recreation Improvements:

       Crusade for Shade Project – Moved $50k in Construction from FY 05/06 to FY
       06/07.
       Tree Reforestation Project (#522-5232) – Moved $65k from FY 05/06 to FY
       08/09.
       Community Facilities Improvements:

       Fiber Optic Link – Moved $45k from Planning and Design in 05/06 to Prior Year
       Construction and moved $500,000 from Construction in 05/06 to Prior Year
       Construction.
       Fuel Dispensing System – $165,000 from the General Fund was moved from FY
       05/06 to FY 07/08.
       Specific Plan – This project (#337-3200) was removed from the Capital
       Improvement Program, since it is not considered a potential asset. Funding for
       this project was not affected.
       General Plan Update – This project was removed from the Capital Improvement
       Program, since it is not considered a potential asset. Funding for this project was
       not affected.
       Solid Waste Transfer Station - $1 million was added in FY 05/06 to the Solid
       Waste Transfer Station Project (542-5402) for construction.

A major change this year will be moving Parks and Recreation from an Enterprise Fund
into the General Fund. The General Fund always had to provide a subsidy to Parks and
Recreation in the past. It has been determined that Parks will be never a self-supporting
operation, i.e., a true Enterprise Fund. Therefore, the Parks and Recreation Fund
number has been changed from 522 to 352 and all affected documents have been
updated.

On May 10, 2005, the City Council approved the report and referred it to the Planning
Commission for a consideration of conformance to the City’s General Plan.

On May 17, 2005, the Planning Commission found the 2005/06-2009/10 Capital
Improvement Program to be consistent with the City of Brentwood General Plan. A copy
of the CIP report is available for public review in the City Clerk’s office, Engineering
Department lobby, Community Development lobby, Parks and Recreation lobby and at
the Brentwood library.

BACKGROUND
Adoption of the 2005/06-2009/10 CIP report will continue the five-year Capital
Improvement Program for City projects. An annual update will take place in the year
2006 and every subsequent year. The preparation of this annual budget assists staff in
determining and updating our development fee program that finances the majority of
these projects.

A Negative Declaration has been prepared to address the potential environmental
effects of the CIP. The Negative Declaration finds that no significant adverse impacts
would result should this program be adopted. Therefore, staff recommends that the City
Council certify the Negative Declaration and file a Notice of Determination with the
County Clerk.

FISCAL IMPACT
The fiscal year 2005/06 costs from various non-General Fund sources are noted in the
CIP report. Future year costs and revenues will be reviewed every year by the City
Council as a part of the annual update and adoption of a new five-year CIP report.
Attachments
Resolution
Initial Study and Negative Declaration dated April 2005
Notice of Determination
                                       RESOLUTION NO.

       A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
       BRENTWOOD CERTIFYING AND APPROVING THE NEGATIVE
       DECLARATION AND ADOPTING THE 2005/06 – 2009/10 CAPITAL
       IMPROVEMENT PROGRAM (CIP) FOR THE CITY OF BRENTWOOD
       INCLUDING ROADWAY, PARK, SEWER, WATER AND OTHER
       MUNICIPAL IMPROVEMENTS TO BE CONSTRUCTED DURING THE
       NEXT FIVE YEARS


        WHEREAS, Section 65400 et. seq., of the Government Code of the State of
California requires that cities should provide for means of implementing the General Plan
and the efficient expenditure of public funds relating to the implementation of public
projects addressed in the General Plan; and

      WHEREAS, the City of Brentwood adopted a new General Plan in June, 1993,
and an Updated General Plan in November, 2001, which recommended that a
comprehensive Capital Improvement Program (CIP) be developed for the City of
Brentwood; and

      WHEREAS, the City of Brentwood adopted the first Capital Improvement
Program in July, 1994; and

         WHEREAS, this CIP has as its purpose to integrate the CIP with the General
Plan and other City activities, ensure that planning for Capital Improvements is tied to
realistic sources of income in order to finance these improvements; and

       WHEREAS, the five-year CIP must be developed and adopted in conjunction
with each new City budget; and

       WHEREAS, it is necessary to define improvements and anticipated construction
schedules to ensure proper pre-planning, design and community review before
construction begins; and

      WHEREAS, on May 17, 2005, the Planning Commission found the 2005/06 –
2009/10 Capital Improvement Program to be consistent with the General Plan; and

        WHEREAS, based upon completion of an Initial Study prepared pursuant to the
California Environmental Quality Act, approval of the CIP will not result in any significant
adverse impacts on the environment, therefore a Negative Declaration was prepared
and circulated for public comment.

        NOW, THEREFORE BE IT RESOLVED that the City Council of the City of
Brentwood hereby finds that there is no substantial evidence in light of the whole record
that the 2005/06 – 2009/10 CIP, as revised from previous CIP’s, may have a significant
effect on the environment; therefore a Notice of Determination shall be filed with the
County Clerk by the City Clerk; and
       BE IT FURTHER RESOLVED that the City Council of the City of Brentwood
hereby finds that approval of the CIP will not result in any significant adverse
environmental impacts; and

       BE IT FURTHER RESOLVED that the City Council of the City of Brentwood
hereby adopts the 2005/06 – 2009/10 Capital Improvement Program as presented.

      PASSED, APPROVED AND ADOPTED by the City Council of the City of
Brentwood at a regular meeting held on the 24th day of May 2005 by the following vote:


       AYES:
       NOES:
       ABSENT:
City of Brentwood             Page 2
Initial Study/CIP ‘05/’10   April 2005
                                                      Table of Contents


Introduction     ...............................................................................................................2
Applicant/Contact Person ................................................................................................2
Project Location and Context...........................................................................................2
Project Description...........................................................................................................2
Environmental Factors Potentially Affected....................................................................7
Evaluation of Environmental Impacts .............................................................................9
Attachment to Initial Study..............................................................................................20
         1.      Aesthetics..............................................................................................20
         2.      Agricultural Resources..........................................................................21
         3.      Air Quality ............................................................................................21
         4.      Biological Resources ............................................................................23
         5.      Cultural Resources ................................................................................24
         6.      Geology and Soils .................................................................................25
         7.      Hazards and Hazardous Materials ........................................................26
         8.      Hydrology and Water Quality...............................................................27
         9.      Land Use and Planning .........................................................................28
         10.     Mineral Resources ................................................................................29
         11.     Noise .....................................................................................................29
         12.     Population and Housing........................................................................30
         13.     Public Services......................................................................................31
         14.     Recreation .............................................................................................32
         15.     Transportation/Traffic...........................................................................32
         16.     Utilities and Service Systems................................................................33
         17.     Mandatory Findings of Significance.....................................................35
Initial Study Preparer .......................................................................................................36
Agencies and Organizations Consulted ...........................................................................36
References       ...............................................................................................................36




City of Brentwood                                                                                                                  Page 3
Initial Study/CIP ‘05/’10                                                                                                        April 2005
                                       City of Brentwood

                                 Environmental Checklist/
                                       Initial Study


Introduction
This Initial Study has been prepared in accord with the provisions of the California
Environmental Quality Act (CEQA) and assesses the potential environmental impacts of
implementing the proposed project described below. The Initial Study consists of a completed
environmental checklist and a brief explanation of the environmental topics addressed in the
checklist.


Applicant/Contact Person
City of Brentwood Engineering Department
708 Third Street
Brentwood CA 94513

    Attn: Bailey Grewal, P.E., City Engineer
    (925) 516 5420


Project Location and Context
Brentwood is located in eastern Contra Costa County on the eastern perimeter of the San
Francisco Bay metropolitan complex. The City is approximately equidistant (fifty miles) from
San Francisco to the west and Sacramento to the east.

The Brentwood planning area encompasses approximately 30 square miles with the boundaries
formed by the City of Antioch to the west and northwest, Oakley to the north and unincorporated
agricultural lands to the south and east.

Exhibit 1 shows the Brentwood's location with respect to the Bay Area.


Project Description
The proposed project is the City’s Comprehensive Capital Improvement Program (CIP) for fiscal
years 2005-2006 to 2009-2010, which inventories proposed capital improvements throughout the
City over a five-year period. Preliminary budgets are also provided for individual projects
identified in the CIP. Capital improvements include a range of public works and infrastructure
projects to enhance the quality of life for local residents and visitors. Proposed projects include
roadway, parks and trails, water, wastewater, drainage and related community facility
improvements throughout the City of Brentwood.


City of Brentwood                                                                          Page 4
Initial Study/CIP ‘05/’10                                                                April 2005
The document is submitted to the City Council for adoption in conjunction with the 2005-2006
budget process. Major capital improvements can take several years to plan, design, finance, and
construct. As noted in the Comprehensive Capital Improvement Program document, the purposes
of a five-year program are to:

    _•* Ensure that planning for capital improvements is tied to realistic, predictable sources of
        income.

    _• Define desired improvements and construction schedules so that there is adequate time
       for pre-planning, environmental review, planning, design, and community/Council
       review.

    _• Establish basis for future maintenance projections.

    _• Integrate the Capital Improvement Program with other activities, such as the City’s
       General Plan.

The CIP has been developed as a coordinated effort between all departments of the City; each
department submits projects along with potential cost estimates to the Capital Improvement
Program Division for review. Each department ranks the projects it submits by perceived need
and feasibility. The Capital Improvement Program Committee, comprised of the City Manager,
City Engineer, Finance Director, Directors of Community Development, Public Works, and
Economic Development, then review the proposed projects from the perspective of need and
available funding. Some projects have specified funding sources, such as assessment districts or
special fees, and are, for the most part, recommended for funding. Many other projects must
compete for limited General Fund dollars. The Committee ranks these projects and then
compares the list with available funding. The Planning Commission then reviews the resulting
Capital Improvement Program document for determination of General Plan conformance, as
required by State planning law. The draft document is presented to the City Council for review
and public input prior to City Council final approval.

The CIP contains individual projects within the following general categories:

    1) Roadway improvements, including purchase of land for new roads and improvements to
       existing roads, such as road widenings, construction and/or realignment of roads,
       installation of traffic signals, sidewalk replacement, repaving and overlay of streets,
       roadway grade crossings and related actions. Major roadway improvements envisioned in
       the CIP include but are not limited to widening of Lone Tree Way, Brentwood Boulevard
       widening, an extension of Sand Creek Road, pavement management, and a railroad
       undercrossing for Lone Tree Way.

    2) Parks and Trail improvements including purchase of land for new parks, development of
       new parks and improvements to existing parks and development of recreational trails
       within the community. Related improvements include but are not limited to development
       of Blackhawk Park, a joint use theater with the school district, Sand Creek Park
       development, redesign of City Park, a joint-use swimming pool at Heritage High School,
       and similar facilities.

City of Brentwood                                                                           Page 5
Initial Study/CIP ‘05/’10                                                                 April 2005
    3) Water improvements, including purchase of land for new and upgraded water lines,
       construction and upgrading of water reservoirs, water well upgrading, a well monitoring
       program, a surface water treatment facility, rehabilitation of existing water lines and
       water facilities and similar facilities intended to improve the delivery of water and water
       pressure and to ensure drinking water quality standards continue to be achieved. Specific
       major water projects include a new surface water treatment facility, construction of well
       #15, a new reservoir for the zone 1 water pressure system and downtown water system
       improvements.

    4) Wastewater improvements, including new and upgraded sewer collectors, construction of
       recycled water facilities, and expansion of the City’s wastewater treatment plant.

    5) Community facilities improvements, including new and upgraded public buildings, such
       as a new City Hall, a downtown parking structure, a new police station, two new fire
       stations, construction of a maintenance service center, improvements to the City’s solid
       waste transfer station, upgrades to the City’s information technology, a downtown
       parking structure, development of the Sunset Industrial Complex and similar facilities.

    7) Drainage improvements, including a program to mitigate agricultural water runoff and
       storm drain improvements.

    6) Developer improvements consist primarily of road, water, sewer and drainage and similar
       improvements that are anticipated to be made by private developers and dedicated to the
       City.

Table 1 presents a summary of the City’s proposed projects by CIP category. It is possible that
minor changes may be made to this list as it is reviewed by the City staff and Brentwood City
Council, however, this is substantially the list of projects envisioned to be undertaken within the
five-year time frame. A more complete description of these proposed projects is available at the
City of Brentwood Engineering Department, 120 Oak Street, Brentwood, during normal business
hours.

It is important to note that Council approval of the five-year CIP does not constitute an
appropriation of funds to the specific project(s). Projects are funded as a result of budget
approval or specific allocation of funds by the City Council. In addition, some projects may
proceed as a result of grant approval of funding from other sources (developer, county, state or
federal source).

Additional environmental review, if required would occur for individual projects contained
within the CIP, as more specific information is provided through specific design processes and
individual project initiation by the City.




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1. Project description:   Proposed City of Brentwood 2005/06-2009/10 Capital
Improvement Program (CIP) Budget.

2. Lead agency                         City of Brentwood
                                       Engineering Department
                                       708 Third Street
                                       Brentwood CA 94513

3. Contact person                      Bailey Grewal, P.E., City Engineer
                                       (925) 516-5420

4. Project location                    City-wide, City of Brentwood

5. Project sponsor                     City of Brentwood

6. General Plan designations           City-wide applicability

7. Zoning                              City-wide applicability

8. Other public agency required approvals:

        Additional permits may be required Federal, State, County and other agencies and
        organizations, depending on the type and location of an individual project included as
        part of the CIP.


Environmental Factors Potentially Affected
The environmental factors checked below would be potentially affected by this project,
involving at least one impact that is a "potentially significant impact" as indicated by the
checklist on the following pages.

  -     Aesthetics                 -    Agricultural                -    Air Quality
                                           Resources
  -     Biological Resources       -    Cultural Resources          -    Geology/Soils

  -     Hazards and                -    Hydrology/Water             -    Land Use/Planning
        Hazardous Materials                Quality

  -     Mineral Resources          -    Noise                       -    Population/Housing

  -     Public Services            -    Recreation                  -    Transportation/
                                                                         Circulation
  -     Utilities/Service          -    Mandatory Findings
        Systems                           of Significance




City of Brentwood                                                                           Page 19
Initial Study/CIP ‘05/’10                                                                  April 2005
Determination (to be completed by Lead Agency):

On the basis of this initial evaluation:

___ I find that the proposed project could not have a significant effect on the environment and a
Negative Declaration will be prepared.

 X_ I find that although the proposed project could have a significant effect on the environment,
there will not be a significant effect in this case because the mitigation measures described on an
attached sheet have been added to the project. A Negative Declaration will be prepared.

____ I find that although the proposed project may have a significant effect on the environment,
but at least one effect 1) has been adequately analyzed in an earlier document pursuant to
applicable legal standards, and 2) has been addressed by mitigation measures based on earlier
analysis as described on the attached sheets, if the effect is a "potentially significant impact" or
"potentially significant unless mitigated." An Environmental Impact Report is required, but
must only analyze the effects that remain to be addressed.

___ I find that although the proposed project could have a significant effect on the environment,
there will not be a significant effect in this case because all potentially significant effects (a)
have been analyzed adequately in an earlier EIR pursuant to applicable standards, and (b) have
been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation
measures that are imposed on the proposed project.

Signature: _____________________________              Date: ___4/11/05________

Printed Name: ___Jerry Haag______________             For: __City of Brentwood_




City of Brentwood                                                                           Page 20
Initial Study/CIP ‘05/’10                                                                  April 2005
Evaluation of Environmental Impacts
1)    A brief explanation is required for all answers except "no impact" answers that are
      adequately supported by the information sources a lead agency cites in the parenthesis
      following each question. A "no impact" answer is adequately supported if the referenced
      information sources show that the impact simply does not apply to projects like the one
      involved (e.g. the project falls outside a fault rupture zone). A "no impact" answer should
      be explained where it is based on project-specific factors as well as general factors (e.g. the
      project will not expose sensitive receptors to pollutants, based on a project-specific
      screening analysis).

2)    All answers must take account of the whole action, including off-site as well as on-site,
      cumulative as well as project-level, indirect as well as direct, and construction as well as
      operational impacts.

3)    "Potentially Significant Impact" is appropriate if there is substantial evidence that an effect
      is significant. If there are one or more "potentially significant impact" entries when the
      determination is made, an EIR is required.

4)    "Negative Declaration: Potentially Significant Unless Mitigation Incorporated" implies
      elsewhere the incorporation of mitigation measures has reduced an effect from "potentially
      significant effect" to a "less than significant impact." The lead agency must describe the
      mitigation measures and briefly explain how they reduce the effect to a less than significant
      level.




City of Brentwood                                                                            Page 21
Initial Study/CIP ‘05/’10                                                                   April 2005
    Environmental Impacts (Note: Source of determination listed in parenthesis. See listing
    of sources used to determine each potential impact at the end of the checklist)

Note: A full discussion of each item is found          Potentially   Less Than      Less than      No
     following the checklist.                          Significant   Significant   Significant   Impact
                                                         Impact         With         Impact
                                                                     Mitigation
I. Aesthetics. Would the project:
   a) Have a substantial adverse impact on a scenic                                    X
       vista? (Source: 2,3)
   b) Substantially damage scenic resources,
       including but not limited to trees, rock                                        X
       outcroppings, and historic buildings within a
       state scenic highway? (Source: 2,3)
   c) Substantially degrade the existing visual
       character or quality of the site and its                                        X
       surroundings? (Source: 2)
   d) Create a new source of substantial light or
       glare which would adversely affect day or                                       X
       nighttime views in the area? (Source: 2, 3)
II. Agricultural Resources
 Would the project:
   a) Convert Prime Farmland, Unique Farmland or
       Farmland of Statewide Importance, as
       showing on the maps prepared pursuant to                                        X
       the Farmland Mapping and Monitoring
       Program of the California Resources
       Agency, to a non-agricultural use? (Source:
       2)
   b) Conflict with existing zoning for agriculture
       use, or a Williamson Act contract? (Source:                                     X
       2)
   c) Involve other changes in the existing
       environment which, due to their location or
       nature, could result in conversion of                                           X
       farmland to a non-agricultural use? (2)
III. Air Quality (Where available, the
       significance criteria established by the
       applicable air quality management district
       may be relied on to make the following
       determinations). Would the project:
   a) Conflict with or obstruct implementation of                                                  X
       the applicable air quality plan? (Source: 2)
   b) Violate any air quality standard or contribute
       substantially to an existing or projected air                                   X
       quality violation? (Source: 2)

City of Brentwood                                                                                 Page 22
Initial Study/CIP ‘05/’10                                                                        April 2005
                                                         Potentially   Less Than      Less than      No
                                                         Significant   Significant   Significant   Impact
                                                           Impact         With         Impact
                                                                       Mitigation
  c) Result in a cumulatively considerable net
      increase of any criteria pollutant for which
      the project region is non-attainment under an                                                  X
      applicable federal or state ambient air
      quality standard (including releasing
      emissions which exceed quantitative
      thresholds for ozone precursors? (Source: 2)
  d) Expose sensitive receptors to substantial                                                       X
      pollutant concentrations? (Source: 2)
  e) Create objectionable odors? (Source: 2,6)                                                       X
IV. Biological Resources. Would the project
  a) Have a substantial adverse effect, either
      directly through habitat modifications, on
      any species identified as a candidate,                                             X
      sensitive, or special status species in local or
      regional plans, policies or regulations, or by
      the California Department of Fish and Game
      or the U.S. Fish and Wildlife Service?
      (Source: 2, 3)
  b) Have a substantial adverse effect on any
      riparian habitat or other sensitive natural
      community identified in local or regional                                          X
      plans, policies or regulations or by the
      California Department of Fish and Game or
      the U.S. Fish and Wildlife Service? (Source:
      2, 3)
  c) Have a substantial adverse impact on
      federally protected wetlands as defined by
      Section 404 of the Clean Water Act                                                 X
      (including but not limited to marsh, vernal
      pool, coastal, etc.) through direct removal,
      filling, hydrological interruption or other
      means? (Source: 2,3)
  d) Interfere substantially with the movement of
      any native resident or migratory fish or
      wildlife species or with established native                                        X
      resident or migratory wildlife corridors, or
      impede the use of native wildlife nursery
      sites? (Source: 2, 3)
  e) Conflict with any local policies or ordinances                                                  X
      protecting biological resources, such as tree
      protection ordinances? (Source: 2, 3)


City of Brentwood                                                                                   Page 23
Initial Study/CIP ‘05/’10                                                                          April 2005
                                                         Potentially   Less Than      Less than      No
                                                         Significant   Significant   Significant   Impact
                                                           Impact         With         Impact
                                                                       Mitigation
 f) Conflict with the provision of an adopted
     Habitat Conservation Plan, Natural
     Community Conservation Plan or other                                                            X
     approved local, regional or state habitat
     conservation plan? (Source: 2)
 V. Cultural Resources. Would the project
 a) Cause a substantial adverse impact in the
     significance of a historical resource as                                            X
     defined in Sec. 15064.5? (Source: 2)
 b) Cause a substantial adverse change in the
     significance of an archeological resource                                           X
     pursuant to Sec. 15064.5 (Source: 2)
 c) Directly or indirectly destroy a unique
     paleontological resource or unique geologic                                         X
     feature? (Source: 2)
 d) Disturb any human remains, including those                                           X
     interred outside of a formal cemetery?
     (Source: 4)
VI. Geology and Soils. Would the project
 a) Expose people or structures to potential
     substantial adverse effects, including the risk
     of loss, injury, or death involving:

  i) rupture of a known earthquake fault, as
       delineated on the most recent Alquist-Priolo
       Fault Zoning Map issued by the State                                              X
       Geologist or based on other known evidence
       of a known fault (Source 2)
  ii) Strong seismic ground shaking                                                      X
  iii) Seismic-related ground failure, including
       liquefaction?                                                                     X
  iv) Landslides?                                                                        X
  b) Result in substantial soil erosion or the loss of                                   X
       topsoil? (Source: 2, 4)
  c) Be located on a geologic unit or soil that is
       unstable, or that would become unstable as a
       result of the project and potentially result in                                   X
       on- and off-site landslide, lateral spreading,
       subsidence, liquefaction or collapse (Source:
       5)
  d) Be located on expansive soil, as defined in
       Table 13-1-B of the Uniform Building Code                                         X
       (1994), creating substantial risks to life or
       property? (Source: 2)
City of Brentwood                                                                                   Page 24
Initial Study/CIP ‘05/’10                                                                          April 2005
                                                       Potentially   Less Than      Less than      No
                                                       Significant   Significant   Significant   Impact
                                                         Impact         With         Impact
                                                                     Mitigation
 e) Have soils capable of adequately supporting
     the use of septic tanks or alternative
     wastewater disposal systems where sewers                                                      X
     are not available for the disposal of waste?
     (Source: 2)
VII. Hazards and Hazardous Materials. Would
     the project:
 a) Create a significant hazard to the public or the
     environment through the routine transport,
     use or disposal of hazardous materials                                            X
   (Source: 2)
 b) Create a significant hazard to the public or the
     environment through reasonably foreseeable
     upset and accident conditions involving the                                       X
     release of hazardous materials into the
     environment? (Source: 2)
 c) Emit hazardous emissions or handle
     hazardous materials, substances, or waste                                         X
     within one-quarter mile of an existing or
     proposed school? (Source: 3, 4)
 d) Be located on a site which is included on a
     list of hazardous materials sites complied
     pursuant to Government Code Sec. 65962.5                                                      X
     and, as a result, would it create a significant
     hazard to the public or the environment?
     (Source: 2)
 e) For a project located within an airport land
     use plan or, where such plan has not been
     adopted, would the project result in a safety                                                 X
     hazard for people residing or working in the
     project area? (Source: 2)
 f) For a project within the vicinity of private
     airstrip, would the project result in a safety
     hazard for people residing or working in the                                                  X
     project area? (Source: 2)
 g) Impair implementation of or physically
     interfere with the adopted emergency                                                          X
     response plan or emergency evacuation
     plan? (Source: 2, 4)




City of Brentwood                                                                                 Page 25
Initial Study/CIP ‘05/’10                                                                        April 2005
                                                       Potentially   Less Than      Less than      No
                                                       Significant   Significant   Significant   Impact
                                                         Impact         With         Impact
                                                                     Mitigation
 h) Expose people or structures to a significant
     risk of loss, injury or death involving
     wildland fires, including where wildlands                                                     X
     are adjacent to urbanized areas or where
     residences are intermixed with wildlands?
     (Source: 2, 3)
IX. Hydrology and Water Quality. Would the
     project:
 a) Violate any water quality standards or waste                                       X
     discharge requirements? (Source: 2,4)
 b) Substantially deplete groundwater supplies or
     interfere substantially with groundwater
     recharge such that there would be a net
     deficit in aquifer volume or a lowering of the                                    X
     local groundwater table level (e.g. the
     production rate of existing nearby wells
     would drop to a level which would not
     support existing land uses or planned uses
     for which permits have been granted?
     (Source 2)
 c) Substantially alter the existing drainage
     pattern of the site or area, including through
     the aeration of the course of a stream or                                         X
     river, in a manner which would result in
     substantial erosion or siltation on- or off-
     site? (Source: 2, 4)
 d) Substantially alter the existing drainage
     pattern of the site or areas, including through
     the alteration of a course or stream or river,                                    X
     or substantially increase the rate or amount
     of surface runoff in a manner which would
     result in flooding on- or off-site? (2, 4)
 e) Create or contribute runoff water which
     would exceed the capacity of existing or
     planned stormwater drainage systems or                                            X
     provide substantial additional sources of
     polluted runoff? (Source: 4)
 f) Otherwise substantially degrade water                                              X
     quality? (Source: 4)
 g) Place housing within a 100-year flood hazard
     area as mapped on a Flood Hazard Boundary                                                     X
     or Flood Insurance Rate Map or other flood
     delineation map? (Source: 4)

City of Brentwood                                                                                 Page 26
Initial Study/CIP ‘05/’10                                                                        April 2005
                                                         Potentially   Less Than      Less than      No
                                                         Significant   Significant   Significant   Impact
                                                           Impact         With         Impact
                                                                       Mitigation
  h) Place within a 100-year flood hazard area
       structures which impede or redirect flood                                                     X
       flows? (Source: 2)
  i) Expose people or structures to a significant
       risk of loss, injury, and death involving                                                     X
       flooding, including flooding as a result of
       the failure of a levee or dam? (2)
  j) Inundation by seiche, tsunami or mudflow?                                                       X
       (2)
IX. Land Use and Planning. Would the project:
  a) Physically divide an established community?                                         X
       (Source: 1, 2)
  b) Conflict with any applicable land use plan,
       policy, or regulation of an agency with
       jurisdiction over the project (including but                                                  X
       not limited to the general plan, specific plan,
       or zoning ordinance) adopted for the purpose
       of avoiding or mitigating an environmental
       effect? (Source: 2)
  c) Conflict with any applicable habitat
       conservation plan or natural community                                                        X
       conservation plan? (4)
X. Mineral Resources. Would the project
  a) Result in the loss of availability of a known
       mineral resource that would be of value to                                                    X
       the region and the residents of the state?
       (Source: 2)
  b) Result in the loss of availability of a locally
       important mineral resource recovery site
       delineated on a local general Plan, specific                                                  X
       plan or other land use plan? (Source: 2)
XI. Noise. Would the proposal result in:
  a) Exposure of persons to or generation of noise
       levels in excess of standards established in
       the general plan or noise ordinance, or                                           X
       applicable standards of other agencies?
       (2)(Source: 2)
  b) Exposure of persons or to generation of
       excessive groundborne vibration or                                                            X
       groundborne noise levels? (Source: 2)
  c) A substantial permanent increase in ambient
       noise levels in the project vicinity above                                        X
       existing levels without the project? (2)

City of Brentwood                                                                                   Page 27
Initial Study/CIP ‘05/’10                                                                          April 2005
                                                       Potentially   Less Than      Less than      No
                                                       Significant   Significant   Significant   Impact
                                                         Impact         With         Impact
                                                                     Mitigation
 d) A substantial temporary or periodic increase
     in ambient noise levels in the project vicinity                                   X
     above levels without the project? (Source: 2)
 e) For a project located within an airport land
     use plan or, where such a plan has not been
     adopted, within two miles of a public airport                                                 X
     or public use airport, would the project
     expose people residing or working in the
     project area to excessive noise levels?
     (Source: 2)
 f) For a project within the vicinity of a private
     airstrip, would the project expose people
     residing or working in the project area to                                                    X
     excessive noise levels? (Source: 2)
XII. Population and Housing. Would the project
 a) Induce substantial population growth in an
     area, either directly or indirectly (for
     example, through extension of roads or other                                      X
     infrastructure)? (Source: 1)
 b) Displace substantial numbers of existing
     housing, necessitating the construction of                                                    X
     replacement housing elsewhere? (Source: 1)
 c) Displace substantial numbers of people,
     necessitating the replacement of housing                                                      X
     elsewhere? (Source: 5)
XIII. Public Services. Would the proposal:
 a) Would the project result in substantial adverse
     physical impacts associated with the
     provision of new or physically altered
     governmental facilities, the construction of
     which could cause significant environmental
     impacts, in order to maintain acceptable
     service rations, response times or other
     performance objectives for any of the public
     services? (Sources: 2, 4)
       Fire protection?                                                                            X
       Police protection                                                                           X
       Schools                                                                                     X
       Parks                                                                                       X
       Solid waste facilities                                                          X




City of Brentwood                                                                                 Page 28
Initial Study/CIP ‘05/’10                                                                        April 2005
                                                       Potentially   Less Than      Less than      No
                                                       Significant   Significant   Significant   Impact
                                                         Impact         With         Impact
                                                                     Mitigation
XIV. Recreation:
 a) Would the project increase the use of existing
     neighborhood or regional facilities such that                                                 X
     substantial physical deterioration of the
     facility would occur or be accelerated
     (Source: 10)
 b) Does the project include recreational facilities
     or require the construction or expansion of                                       X
     recreational facilities which might have an
     adverse physical effect on the environment?
     (Source: 10)

XV. Transportation and Traffic. Would the
     project:
 a) Cause an increase in traffic which is
     substantial in relation to the existing traffic
     load and capacity of the street system (i.e.                                                  X
     result in a substantial increase in either the
     number of vehicle trips, the volume to
     capacity ratio on roads or congestion at
     intersections)?
 b) Exceed, either individually or cumulatively, a
     level of service standard established by the                                                  X
     County Congestion Management Agency for
     designated roads or highways?
 c) Result in a change in air traffic patterns,
     including either an increase in traffic levels                                                X
     or a change in location that results in
     substantial safety risks?
 d) Substantially increase hazards due to a design
     feature (e.g. sharp curves or dangerous                                                       X
     intersections) or incompatible uses, such as
     farm equipment?
  e) Result in inadequate emergency access?                                                        X
  f) Result in inadequate parking capacity?                                                        X
  g) Conflict with adopted policies, plans or
  programs supporting alternative transportation                                                   X
  (such as bus turnouts and bicycle facilities)




City of Brentwood                                                                                 Page 29
Initial Study/CIP ‘05/’10                                                                        April 2005
                                                       Potentially   Less Than      Less than      No
                                                       Significant   Significant   Significant   Impact
                                                         Impact         With         Impact
                                                                     Mitigation
XVI. Utilities and Service Systems. Would the
     project
 a) Exceed wastewater treatment requirements of
     the applicable Regional Water Quality                                                         X
     Control Board? (Source: 4)
 b) Require or result in the construction of new
     water or wastewater treatment facilities or
     expansion of existing facilities, the                                                         X
     construction of which could cause
     significant environmental effects? (2)
 c) Require or result in the construction of new
     storm water drainage facilities or expansion
     of existing facilities, the construction of                                                   X
     which could cause significant environmental
     effects? (4)
 d) Have sufficient water supplies available to
     serve the project from existing water                                             X
     entitlements and resources, or are new or
     expanded entitlements needed?
 e) Result in a determination by the wastewater
     treatment provider which serves or may
     serve the project that it has adequate                                            X
     capacity to serve the project’s projected
     demand in addition to the providers existing
     commitments? (4)
 f) Be served by a landfill with sufficient
     permitted capacity to accommodate the                                             X
     project’s solid waste disposal needs?
 g) Comply with federal, state and local statutes                                      X
     and regulations related to solid waste? (4)
XVI. Mandatory Findings of Significance.
 a) Does the project have the potential to degrade
     the quality of the environment, substantially
     reduce the habitat of a fish or wildlife
     species, cause a fish or wildlife population to
     drop below self-sustaining levels, threaten to
     eliminate a plant or animal community,
     reduce the number of or restrict the range of                                     X
     a rare or endangered plant or animal or
     eliminate important examples of the major
     periods of California history or prehistory?



City of Brentwood                                                                                 Page 30
Initial Study/CIP ‘05/’10                                                                        April 2005
                                                      Potentially   Less Than      Less than      No
                                                      Significant   Significant   Significant   Impact
                                                        Impact         With         Impact
                                                                    Mitigation
  b) Does the project have impacts that are
      individually limited, but cumulatively
      considerable? ("Cumulatively considerable"
      means that the incremental effects of a                                         X
      project are considerable when viewed in
      connection with the effects of past projects,
      the effects of other current projects and the
      effects of probable future projects).

  c) Does the project have environmental effects
      which will cause substantial adverse effects                                                X
      on human beings, either directly or
      indirectly?

Sources used to determine potential environmental impacts
1) City of Brentwood General Plan
2) City of Brentwood General Plan EIR
3) Brentwood CIP 2005/10
4) Discussion with City staff
5) Site Visit
6) Other




City of Brentwood                                                                                Page 31
Initial Study/CIP ‘05/’10                                                                       April 2005
                                Attachment to Initial Study

Discussion of Checklist

                 Legend
                 PS:   Potentially Significant
                 LS/M: Less Than Significant After Mitigation
                 LS:   Less Than Significant Impact
                 NI:   No Impact


1. Aesthetics

Environmental Setting
Brentwood is located in the eastern valley area of Contra Costa County immediately east of the
Diablo Range. The City has historically been surrounded by agricultural uses, including row
crops, orchards and grazing.

Major scenic resources include riparian corridors that traverse the community and distant views
of Mt. Diablo and other foothills.

Project Impacts
a-c) Have a substantial adverse impact on a scenic vista? LS. Roadway improvements and
     parks and trails improvements would increase access to scenic vistas and would, therefore,
     have a beneficial impact. Proposed water and wastewater projects consist of improvements
     to existing infrastructure (e.g., waterline replacements, new water well, well monitoring
     program, well abandonment) would typically be underground facilities so that no impacts
     would relate to scenic resources. Proposed construction of the Zone I reservoir and other
     above ground facilities would be subject to further environmental documentation to review
     potential impacts to aesthetics.

      Community facilities improvements include new City parks, a new City Hall, new fire
      stations, a downtown parking structure and other projects would be subject to design
      review by the Brentwood Planning Commission to ensure that less-than-significant impacts
      would be created with regard to scenic vistas.

d)    Create light or glare? LS. Roadways improvements, community facilities and parks may
      include new sources of light, including street lighting, playfield lighting and security
      lighting. The potential for new sources of light and glare and potential impacts surrounding
      properties will be evaluated as part of future review of specific CIP projects and mitigation
      measures determined, if necessary. The majority of projects include minor additions to
      existing facilities or underground utility lines, so less-than-significant impacts are
      anticipated and no mitigation measures are required at this level of environmental review.




City of Brentwood                                                                          Page 32
Initial Study/CIP ‘05/’10                                                                 April 2005
2. Agricultural Resources

Environmental Setting
Brentwood and the eastern Contra Costa County area contain a significant amount of the
County's prime agricultural land. Among its advantages is the availability of relatively low cost
irrigation water, a superior growing climate, presence of prime soils and, until the last few years,
the absence of strong urbanization pressure.

Urbanization of agricultural soils was considered a significant and irreversible impact in the
General Plan EIR and a Statement of Overriding Considerations was adopted as part the
Certification of the 1993 General Plan EIR. Approximately three years ago, the City of Brentwood
adopted an Agricultural Enterprise Program to protect existing prime agricultural operations.

Large specific projects included in the 2005-10 CIP may be required to provide some level of
mitigation for loss of prime agricultural soils depending on their location. These will be evaluated
at the time specific CIP projects may be initiated.

Project Impacts
 a-c) Convert Prime Farmland, conflict with agricultural zoning or convert prime farmland to a
      non-agricultural use? LS. Many of the projects proposed as part of the CIP would have no
      impact on agricultural lands or agricultural resources. These would be water and sewer
      projects, minor roadway improvements, improvements to existing City parks and civic
      improvements. Some of the proposed projects, including the proposed new City Hall, new
      police station, new fire stations, new roads, new parks and similar facilities may convert
      small amounts of existing farmland to non-agricultural uses, however, such increases
      would be subject to providing mitigation pursuant to the City’s Agricultural Enterprise
      Program. Therefore, conversion of prime agricultural lands associated with the
      implementation of several proposed CIP projects are anticipated to be less-than-significant.
      Additional environmental reviews will be conducted by the City of Brentwood for
      individual projects that could have the possibility of impacting agricultural uses or prime
      farmland.

      One of the proposed CIP projects would mitigate stormwater runoff from agricultural
      operations in the community, which would be a beneficial impact and would assist in
      supporting on-going agricultural operations in the community.



3. Air Quality

Environmental Setting



City of Brentwood                                                                           Page 33
Initial Study/CIP ‘05/’10                                                                  April 2005
The project area is located on the southern shore of the San Joaquin River delta, east of the
Carquinez Strait. This geographic portion of Contra Costa County is typified by winds flowing
through the Carquinez Strait and into the Delta.

Air quality emissions within Contra Costa County is regulated on the federal level by the
Environmental Protection Agency (EPA), on the state level by the California Air Resources
Board (CARB) and on a regional and local level by the Bay Area Air Quality Management
District (BAAQMD). Federal and state air emission standards have been established for the
following substances: carbon monoxide, ozone, particulate matter (PM-10), nitrogen dioxide,
sulfur dioxide and lead.

The BAAQMD maintains monitoring stations at Concord, Pittsburg and Bethel Island within
Contra Costa County. As indicated in the General Plan EIR, there were minimal exceedances of
state and federal air quality standards through 1990 for ozone and carbon monoxide.

Project Impacts
a) Would the project conflict or obstruct implementation of an air quality plan? NI. None of
     the proposed projects would serve to impede the implementation of any local, regional,
     state or federal air quality. No impacts are therefore anticipated. Proposed trail projects
     would serve to provide an alternative to automobile travel and could have a beneficial air
     quality impact.

b)    Would the project violate any air quality standards? LS. Construction of roadway
      improvements, developer improvements (many of which are developer-funded roadway
      improvements, as shown in Table 1), new public buildings and parks may violate air
      quality standards or contribute to a projected air quality violation. Two potential air quality
      impacts are identified in this Initial Study: short-term construction air quality impacts and
      long-term operational air quality impacts.

      Short-term construction impacts
      Construction activities such as earthmoving, excavation and grading operations,
      construction vehicle traffic and wind blowing over exposed earth would generate exhaust
      emissions and fugitive particulate matter emissions that would affect local and regional air
      quality. These activities would generate exhaust emissions and fugitive particulate matter
      emissions that would affect local and regional air quality. Construction activities are also a
      source of organic gas emissions. Solvents in materials would evaporate into the atmosphere
      and would participate in photochemical reaction that creates urban ozone. Asphalt used in
      paving is also a source of organic gases for a short time after application.

      Construction dust could affect local air quality at various times during construction of the
      proposed projects. The dry, windy climate of the area during the summer months creates a
      high potential for dust generation when and if underlying soils are exposed to the
      atmosphere.

       The effects of construction activities would be increased dustfall and locally elevated levels
       of PM10 downwind of construction activity. Construction dust has the potential for
       creating a nuisance at nearby properties. These potential impacts would be mitigated on a
       project-by-project basis by requiring mitigation measures controlling dust generation.
City of Brentwood                                                                            Page 34
Initial Study/CIP ‘05/’10                                                                  April 2005
      Long-term operational impacts
      On the local scale, roadway projects would change traffic on the local street network,
      changing carbon dioxide levels along roadways used by project traffic. Carbon monoxide is
      an odorless, colorless poisonous gas whose primary source in the Bay Area is automobiles.
      Concentrations of this gas are highest near intersections of major roads.

      Project-related emissions from vehicles are expected to be below thresholds of significance
      from major pollutants, since the amount of traffic is consistent with regional transportation
      projections. Therefore, operational air quality impacts are expected to be less-than-
      significant.

c)    Would the project result in cumulatively considerable air pollutants? NI. Many if not all of
      the proposed projects listed in the CIP would assist in supporting development anticipated
      in the Brentwood General Plan. Many of the air quality impacts associated with the
      General Plan can be mitigated to a less-than-significant level through goals and policies
      contained in the General Plan as well as through adherence with local zoning requirements
      and other development requirements, such as the State Building Code and Brentwood
      Zoning Ordinance. For long-term regional air pollutants, the General Plan EIR notes these
      would be significant and unmitigatable, so a Statement of Overriding Considerations was
      adopted and no further analysis is required.

d,e) Expose sensitive receptors to significant pollutant concentrations or create objectionable
     odors? NI. Projects envisioned as part of the CIP primarily involve utility infrastructure
     and community projects. No residential development is anticipated as a result of
     implementing proposed CIP projects. Therefore, no impacts regarding creation of odors or
     introducing significant pollutants to sensitive receptors are anticipated.



4. Biological Resources

Environmental Setting
Brentwood lies in the western portion of the San Joaquin Valley, immediately east of the Mt.
Diablo Range. The majority of soils within the planning area are formed from alluvial sediment
from nearby hills and are moderately well drained with slow runoff.

A series of east-west trending ridges and valleys extend eastward from the Mt. Diablo Range
toward the San Joaquin Valley. Lone Tree, Horse Valley, Deer Valley and Briones Valley for a
set of drainage basins which collect seasonal rainwater and direct runoff into a network of small
streams and creeks in the Brentwood area, including Marsh Creek, Sand Creek, Deer Creek and
Dry Creek.

Vegetation types in and near Brentwood include urban, rural/agricultural, grassland/oak savanna,
vernal pool, riparian, fresh emergent wetland and alkali sink. Each of these vegetation types have
associations of animal, reptile and bird species within them.


City of Brentwood                                                                         Page 35
Initial Study/CIP ‘05/’10                                                                April 2005
Project Impacts
a) Have a substantial adverse impact on a candidate, sensitive, or special-status species? LS.
     The majority of projects proposed in the CIP are relatively minor and would be located in
     an urbanized area. A number of projects, primarily new roads, trails, new parks, new
     drainage facilities and the proposed Creek Habitat Enhancement Program, could have
     impacts to wetland or upland special-status species of plants or animals. New and extended
     roadways, depending on their locations, may impact wetland resources. Similarly, drainage
     improvements may increase flows into existing channels. Impacts to biological resources
     from these projects will be evaluated at the time specific projects are proposed to be
     implemented. Projects proposed on non-wetland upland areas of the City could also impact
     burrowing owl species or their habitats. Potential impacts to special-status plants and
     animals and their respective habitat will be evaluated at the time individual projects are
     proposed and appropriate environmental reviews conducted prior to individual project
     approval. Overall, impacts to sensitive biological species at this program level are
     anticipated to be less-than-significant.

b, c) Have a substantial adverse impact on riparian habitat or federally protected wetlands? LS.
      The General Plan EIR notes that four creeks traverse the Planning Area – Sand, Deer, and
      Dry Creeks flow into the major water course, Marsh Creek. Some of the proposed facilities
      may be located close to a creek; the proposed roadway improvements may traverse one or
      more creeks. Each proposed CIP project will be subject to its own Initial Study pursuant to
      CEQA and possible further environmental review. At that time, with more specific
      information about the proposed project, impacts will be identified and appropriate
      mitigation measures will be proposed. Less-than-significant impacts are anticipated at this
      program level of review.

d)    Interfere with movement of native fish or wildlife species? LS. Consideration of impacts, if
      any, of proposed projects with the movement of any native resident or migratory fish or
      wildlife species or with established native resident or migratory wildlife corridors, or with
      the impeded use of native wildlife nursery sites will occur on a project-by-project basis.
      Each project will be subject to its own Initial Study, if applicable. At that time, with more
      specific information about the proposed project, impacts will be identified and appropriate
      mitigation measures will be proposed. Overall, less-than-significant impacts are anticipated
      with regard to movement of fish or wildlife species at this program level of review.

e, f) Conflict with local policies or ordinances protecting biological resources or any adopted
      Habitat Conservation Plans or Natural Community Conservation Plans? NI. The City is
      located within the boundaries of the Eastern Contra Costa Habitat Conservation Plan and is
      a participant in this multi-agency planning effort. No impact is anticipated at this time,
      since a final plan has not been adopted, however, any future capital projects that may occur
      within the planning area of the HCP will be required to be reviewed to determine
      consistency with HCP elements.



5. Cultural Resources


City of Brentwood                                                                         Page 36
Initial Study/CIP ‘05/’10                                                                April 2005
Environmental Setting
Information presented in the General Plan EIR notes that the Brentwood Planning Area was
historically occupied by indigenous Indian tribes, including the Mi-Wok and Ohlone. Based
upon a number of site specific studies conducted in the area, the EIR concludes that Brentwood
has a low to moderate probability of containing prehistoric artifacts and a moderate to high
probability of containing historic resources.

Project Impacts
a-d) Cause substantial adverse change to significant historic resources? LS. The possible
     impact of a proposed CIP project on historic, cultural, paleontological resources will be
     addressed on a project-by-project basis as individual projects are proposed for
     implementation. At that time, possible impacts will be assessed and appropriate mitigation
     measures proposed based on CEQA standards. Overall, since many of the projects
     identified in the CIP are minor, less-than-significant impacts are assumed.



6. Geology and Soils


Environmental Setting
Brentwood is located along the northwest margin of the San Joaquin Valley, with Mount Diablo
to the west and Suisun Bay and the Sacramento/San Joaquin River Delta to the north. The
community borders two geomorphic provinces, the Coast Range Province and the Great Valley
Province. The Coast Range Province includes a north-south trending coastal range comprised of
marine sediments and volcanic rocks. Once a large inland sea, the Great Valley Province was
filled with sediments eroded from nearby mountains with current alluvial deposits laid down on
flood plains within river and stream beds.

Soil conditions are generally of a fine-grained nature and comprised of clay, silt and fine-grained
sand. Loamy sand and silty clay loam exists in small quantities along stream channels and near
sandstone beds in the western and southern portions of the community's planning area.

Being a part of the San Francisco Bay area, Brentwood is subject to seismic activity from a
number of local and regional earthquake faults, including the San Andreas fault, located
approximately 45 miles west of the city, the Hayward Fault, located approximately 27 miles
west, and the Calaveras fault, approximately 18 miles southwest. Other regional faults include
the Greenville fault, approximately 25 miles to the southwest and the Concord-Green Valley
fault, generally located 14 miles west of Brentwood.

Locally identified seismic faults, which are mapped on Figure 7 of the1993 General Plan EIR,
include the Antioch-Davis fault and the Brentwood-Sherman Island Fault, both located west of
the project study area.

Project Impacts
a) Expose people or structures to potential substantial adverse impacts, including loss, injury
     or death related to ground rupture, seismic ground shaking, ground failure, or landslides?
City of Brentwood                                                                         Page 37
Initial Study/CIP ‘05/’10                                                                April 2005
      LS. The Brentwood planning area is not within the boundaries of an Alquist-Priolo
      Earthquake Fault Zone. Therefore, the risk of damage due primary fault rupture is
      determined to be low, although future projects constructed under the aegis of the CIP will
      be designed to adhere to the most stringent seismic requirements applicable. Major CIP
      projects will be required to obtain geotechnical analyses per standard City requirements.
      This is considered a less-than-significant impact at this programmatic level.

b)    Is the site subject to substantial erosion and/or the loss of topsoil? LS. Certain proposed
      roadway and trail improvements, proposed park developments, construction of new public
      buildings and other CIP projects would entail grading, excavation and filling. The amount
      of material to be graded is not known at this time. Grading is not anticipated to
      significantly change existing topographic patterns; however, erosion of graded material
      could result in significant impacts. Unless properly controlled, erosion of earthen material
      and/or construction debris could impact surface water quality of projects close to creeks.
      Erosion could also impact adjacent public streets, private property, and the City’s storm
      drain system. The City will require submittal of an erosion and sedimentation plan prior to
      commencement of site grading for individual projects to ensure that erosion impacts would
      be reduced to a less-than-significant level.

c-d) Is the site located on soil that is unstable or expansive or result in potential lateral
     spreading, liquefaction, landslide or collapse? LS. Individual sites for each project would
     be examined for the possible occurrence of expansive soils, lateral spreading, liquefaction
     and related hazards. Adherence to recommendations contained in each soils and
     geotechnical report would ensure that any expansive soils or similar hazards found on
     individual sites would be reduced to a level of insignificance. This is a less-than-significant
     impact and no mitigation measures are required.

e)    Have soils incapable of supporting on-site septic tanks if sewers are not available? NI.
      None of the projects listed in the current CIP document involve use of septic systems
      Therefore, no impact is anticipated with regard to septic tanks.



7. Hazards and Hazardous Materials

Environmental Setting
The General Plan EIR notes that major sources of hazards in Brentwood include hazards linked
to oil extraction operations, chemical pesticides and fertilizers related to historic and on-going
agricultural operations, industrial operations and hazardous materials that may be transported on
major transportation corridors in the community.

Project Impacts
a-c) Create a significant hazard through transport of hazardous materials or release or
     emission of hazardous materials? LS. The majority of proposed projects identified in the
     CIP would entail the routine transport or disposal of hazardous materials. A small number
     of proposed projects would include use of potentially hazardous material, such as the
     proposed well disinfection system and well chlorination. This work would be done in

City of Brentwood                                                                          Page 38
Initial Study/CIP ‘05/’10                                                                 April 2005
      compliance with local, state and federal safety standards and likely subject to additional
      environmental studies at the time they would be constructed. Less-than-significant impacts
      would result and no mitigation measures are required.

b)    Create a significant hazard to the public or the environment through reasonably
      foreseeable upset and accident conditions involving the release of hazardous materials into
      the environment? LS. None of the proposed CIP projects, with the possible exception of
      those related to water and wastewater improvements, involves processes in which
      accidental releases might occur. Future proposed water and wastewater improvements will
      be subject to initial study pursuant to CEQA and appropriate subsequent environmental
      review at the time these projects are initiated. Less-than-significant impacts are therefore
      anticipated and no mitigation measures are required.

d)    Is the site listed as a hazardous materials site? NI. The State of California Department of
      Toxic Substances Control (DTSC) does not list any sites within the City of Brentwood as
      containing contaminated soil or groundwater conditions. Therefore, no impacts would
      result at this programmatic level of review. This information was current as of March 29,
      2005.

e,f) Is the site located within an airport land use plan of a public airport or private airstrip?
     NI. None of the proposed projects are located near a public or private air facility so no
     impacts are anticipated and no mitigation measures are needed.

g)    Interference with an emergency evacuation plan? NI. Proposed roadway improvements
      included in the CIP can be anticipated to have a beneficial impact by offering responding
      personnel additional alternative routes through the city. No impacts are anticipated and no
      mitigation measures are required.

h)    Expose people and structures to a significant risk of loss, injury or death involving
      wildland fires or where residences are intermixed with wildlands? NI. Few the proposed
      new facilities would be located at the perimeter of the city. Further, most peripheral areas
      are developed or cultivated to minimize the possibility of wildland fire. Therefore, no
      impacts would result and no mitigation measures are needed.



8. Hydrology and Water Quality


Environmental Setting
The City of Brentwood lies on the southwestern edge of the Sacramento/San Joaquin River
Delta. The primary natural drainage channel in the community is Marsh Creek, which originates
in the foothills of Mt. Diablo and flows north through Brentwood to the San Joaquin River.

Project Impacts
a) Violate any water quality standards or waste discharge requirements? LS. None of the
     proposed projects are anticipated to violate existing standards and requirements. proposed
City of Brentwood                                                                           Page 39
Initial Study/CIP ‘05/’10                                                                  April 2005
      improvements to the wastewater treatment plant would comply with NPDES discharge
      requirements. Improvements to the City’s municipal water system will ensure that state and
      federal water standards are met. Therefore, less-than-significant impacts would result and
      no mitigation measures are required. Proposed surface drainage improvements included in
      the CIP, including the agricultural runoff mitigation program, would have a beneficial
      impact. No mitigation measures are required at this programmatic environmental review
      level.

b)    Substantially deplete groundwater recharge areas or lowering of water table? LS. None of
      the proposed water improvements are anticipated to substantially deplete groundwater
      supplies. Withdrawals of underground water resources for domestic and firefighting
      purposes are currently occurring in accord with existing agreements. The proposed CIP
      does include new water wells and well site improvements, all of which will be done in
      cooperation and with necessary permits from local groundwater authorities. Less-than-
      significant impacts are anticipated.

c-e) Substantially alter drainage patterns, including streambed courses such that substantial
     flooding, siltation or erosion would occur? LS. Many of the proposed projects included in
     the CIP would involve minor additions to existing surface facilities (i.e., installation of
     traffic signals at existing intersections and sidewalk upgrades), or would be underground
     facilities, such as water, sewer and/or drainage pipelines. Neither of these types of projects
     would contribute to flooding or increased stormwater runoff. For larger projects, such as
     construction of new roads, public buildings, parking lots, parks and similar projects,
     grading plans would be prepared and reviewed by the City Engineer as part of final
     construction drawings and specifications to ensure that anticipated runoff will not exceed
     stormwater drainage system capacity. In addition, construction of proposed drainage
     facilities would improve existing drainage patterns and result in a beneficial impact.
     Overall, less-than-significant impacts are anticipated and no mitigation measures are
     required.

f)    Substantially degrade water quality? LS Refer to the analysis and mitigation measure
      under "a," above.

g, h) Place housing within a 100-year flood hazard area as mapped by a Flood Insurance Rate
      Map? NI. None of the proposed projects would involve the construction of new housing, so
      there would be no impacts related to flooding of housing projects and no mitigation
      measures are needed.

j)    Result in inundation by seiche, tsunami or mudflows? NI. The Brentwood planning area is
      well inland from the San Francisco Bay and other major bodies of water. CIP projects
      would therefore not be subject to seiche or tsunami. Individual projects in proximity to
      slopes would be subject to geologic and other environmental review to ensure safety from
      possible mudflow. No impacts are therefore anticipated and no mitigation measures are
      needed.




City of Brentwood                                                                          Page 40
Initial Study/CIP ‘05/’10                                                                 April 2005
9. Land Use and Planning


Environmental Setting
The City of Brentwood has historically been an agricultural community. Growth pressures in
Contra Costa County have resulted in increased residential development in Brentwood and
additional residential growth is anticipated in the near future. As the City has matured,
commercial development has occurred along with employment uses. Brentwood is recognized as
one of the fastest growing communities in California. The General Plan was recently adopted in
2001 and provides for a mix of residential, commercial, industrial, and open space and public
uses. Goals and polices are also included in the General Plan to require the provision of adequate
infrastructure and community services to support anticipated growth.


Project Impacts
a)    Physically divide an established community? LS. The proposed roadway projects included
      in the CIP comprise the improvement, extension or widening of existing roadways. No
      other projects listed in the CIP would physically divide an existing community. For these
      roadway projects, there could be temporary rerouting of local traffic to accommodate
      construction. Long-term impacts that could physically divide a community would be
      reviewed in CEQA documents prepared for individual roadway projects. Less-than-
      significant impacts are therefore anticipated. One of the proposed community facilities
      projects is to install traffic calming devices in portions of the community to assist in
      neighborhood cohesion. Other projects included in the Parks and Trails section,
      development of community trails, would help to integrate the community.

b)    Conflict with any applicable land use plan, policy or regulation? NI. The City’s Capital
      Improvement Program is consistent with General Plan goals, policies and objectives. No
      impacts would therefore result and no mitigation measures are needed.

c)    Conflict with a habitat conservation plan or natural community conservation plan? NI. No
      such plan has been adopted within the City of Brentwood, although the City is a participant
      in the development of the Eastern Contra Costa Habitat Conservation Plan. There would
      therefore be no impact with regard to the plan at this time, since it has not been adopted.
      Future CIP projects will be reviewed at the time they are proposed to ensure consistency
      with the HCP.



10. Mineral Resources


Environmental Setting
Primary mineral resources in Brentwood include oil and gas fields in the northwesterly quadrant
of the community and sand and coal deposits in the southerly portion of the Brentwood planning
area.

City of Brentwood                                                                         Page 41
Initial Study/CIP ‘05/’10                                                                April 2005
Project Impacts
a, b) Result in the loss of availability of regionally or locally significant mineral resources? NI.
      None of the proposed projects is located in proximity to a resource that would be of value
      to the region and the residents of the state. Therefore, no impacts would result and no
      mitigation measures are required.



11. Noise

Environmental Setting
Primary long-term sources of noise in the Brentwood planning area include vehicular noise from
major highways and streets, railroad noise, and operational noise generated by industrial uses.

Short-term, periodic, noise is also generated from construction activities.

Project Impacts
a, d) Would the project expose persons or generation of noise levels in excess of standards
      established by the General Plan or other applicable standard: LS. Construction of roadway
      improvements, new civic buildings, parks, trails and other facilities identified in the
      proposed CIP would increase noise levels on properties adjacent to these projects. During
      environmental review of individual CIP projects, the City can impose appropriate
      mitigation measures regarding noise abatement and hours of construction to mitigate these
      impacts to less-than-significant and no mitigation measures are required.

b)    Exposure of people to excessive groundborne vibration or groundborne noise levels? NI.
      None of the proposed projects are industrial activities that would generate groundborne
      vibration. The municipal water and wastewater operations are buffered from incompatible
      land uses. Therefore, no impacts would result and no mitigation measures are required.

c, d) Substantial permanent increases in permanent or temporary ambient noise levels? LS.
      New roadways and well projects included in the proposed CIP could result in a permanent
      increase in ambient noise levels. The City will review such projects on a case-by-case basis
      to identify potential noise level increases and impose appropriate mitigation measures, if
      needed, to reduce impacts to a less-than-significant level. Regarding a temporary or
      periodic increase in ambient noise levels, the City would impose appropriate mitigation
      measures regarding noise abatement and hours of construction for major projects to
      mitigate these impacts to a less than significant level.

e, f) For a project located within an airport land use plan or, where such a plan has not been
      adopted, within two miles of a public airport, public use airport or private airstrip, would
      the project expose people residing or working in the project area to excessive noise levels?
      NI. None of the projects are located near a public or private airstrip. No impacts would
      therefore result and no mitigation measures would be required.



City of Brentwood                                                                           Page 42
Initial Study/CIP ‘05/’10                                                                  April 2005
12. Population and Housing

Environmental Setting
The City of Brentwood has experienced cyclical population growth over the past few
decades. Most recently, the community has experienced rapid residential growth,
mirroring a strong Bay Area economy. Population forecasts prepared by the Association of
Bay Area Governments (ABAG) as part of Projections 2005 indicate that anticipated
population for the City is expected to be 45,700 by the year 2005, 53,500 by the year 2010,
and 61,000 by the year 2020. These estimates included both incorporated City as well as the
area within the adjacent sphere of influence.

Project Impacts
a) Induce substantial population growth in an area, either directly or indirectly? LS. The
     project, which is the City’s five-year Capital Improvement Program budget, is a planned
     response to the growth projected in Brentwood’s General Plan; the project itself does not
     result in that growth. Therefore, there would be no impact and no mitigation measures
     would be required.

b,c) Would the project displace substantial numbers of existing housing units or people? NI. No
     residential units will be displaced as a result of the proposed projects. Therefore, there
     would be no impact and no mitigation measures would be required.



13. Public Services

Environmental Setting
Public services are provided by the following agencies:

         •     Fire Protection. Fire protection is provided to the area by the East Diablo Fire
               Protection District, which provides structural fire suppression and rescue services
               from four stations and an administrative headquarters facility located within or
               immediately adjacent to the Planning Area. The District maintains mutual aid
               agreements with all other fire departments within the County.

         •     Police Protection. Police protection is provided by a combination of the Brentwood
               Police Department which is headquartered at 500 Chestnut Street near the Civic
               Center, and the Contra Costa County Sheriff's Department. The Brentwood Police
               Department maintains a staff of approximately 42 sworn officers, support and
               reserve officers.

         •     Schools. Educational facilities are provided by the Brentwood Union School
               District which operates kindergarten through eighth grade school services within
               the community and the Liberty Union High School District.

         •     Maintenance. The City of Brentwood provides public facility maintenance,
               including roads, parks, street trees and other public facilities.
City of Brentwood                                                                           Page 43
Initial Study/CIP ‘05/’10                                                                  April 2005
Environmental Impacts
a) Fire protection? NI. The Brentwood CIP contains a number of proposed projects that
     would serve to improve fire protection service in the community, including, new and
     upgraded water lines and water reservoirs to increase water quantity and pressure and
     improved roads to expedite emergency access to various portions of the community.
     Included in the roadway category are several proposed grade separation projects that, when
     complete, would eliminate emergency vehicle conflicts with trains. In addition, two new
     fire stations are included in the Community Facility portion of the proposed CIP budget. No
     impacts are anticipated and no mitigation measures would be needed.

b)    Police protection? NI. The Brentwood CIP contains a number of proposed projects that
      would serve to improve police protection service in the community, including the
      construction of a new police station and improved roads to expedite emergency access to
      various portions of the community. No impacts are anticipated and no mitigation measures
      would be needed.

c)    Schools? NI. None of the proposed projects listed in the CIP involves the construction of
      new residences that would generate new school-aged children, so no impacts would result
      and no mitigation measures would be needed. The proposed CIP does include several
      projects to assist the local school district, such as joint use of gymnasium and pool facilities
      with the Brentwood Unified School District.

d)    Maintenance of public facilities, including roads? NI. No impacts would result to
      maintenance, since CIP facilities, once constructed, would be built to City standard and
      would not require maintenance for a number of years. One of the proposed CIP elements is
      a pavement management program that would prioritize local roadways in need of
      maintenance. No mitigation measures would be needed.

e)    Solid waste generation? LS. Construction of CIP projects would generate increased but
      less-than-significant levels of construction debris. Some of this debris could be recycled in
      the City's Solid Waste Transfer Facility located on Tresh Road. No mitigation measures are
      needed.



14. Recreation

Environmental Setting
The City of Brentwood has constructed several neighborhood and community parks
and recreation services are provided by the City of Brentwood. Regional park
facilities within the Brentwood area are provided by the East Bay Regional Park
District.

Project Impacts
a) Would the project increase the use of existing neighborhood or regional parks? NI. None of
    the projects listed in the proposed CIP include additional residential development, which

City of Brentwood                                                                            Page 44
Initial Study/CIP ‘05/’10                                                                   April 2005
     would increase the need for parks and recreation service. No impacts are therefore required
     and no mitigation measures would be needed.

b)   Does the project include recreational facilities or require the construction of recreational
     facilities? LS. The proposed CIP includes a number of projects involving parks and
     recreational facilities, including an aquatic complex, Empire Avenue School joint park
     facility, Sand Creek Park, among others. A number of community trails are also proposed.
     Further environmental review of major parks and recreational facilities would occur at the
     time each individual project is proposed for construction. Less-than-significant impacts are
     anticipated and no mitigation measures are needed.



15. Transportation/Traffic

Environmental Setting
Regional access is provided to Brentwood via State Route 4, which is currently being upgraded
through the community by the SR 4 Bypass. Major north/south arterial roads include Fairview
Avenue, Minnesota Avenue, Walnut Boulevard and Sellers Avenue. Major east/west roadways
include Lone Tree Way, Sand Creek Road, Central Avenue, and Balfour Road. In addition, many
collector and interior roads provide access to individual neighborhoods and commercial areas.

Union Pacific Railroad lines bisect Brentwood in a northwest/southeast direction.

Project Impacts
a) Cause an increase in traffic which is substantial to existing traffic load and street capacity?
     NI. The proposed roadway improvements (which include developer improvements) listed
     in the CIP are anticipated to have a beneficial impact on traffic by increasing roadway
     capacity, increasing the number of linkage, and ease of traffic movements. No impacts are
     therefore anticipated and no mitigation measures are needed.

b)    Exceed, either individually or cumulatively, a LOS standard established by the County
      CMA for designated roads)? NI. None of the CIP projects would generate sufficient traffic
      to have any impact on CMP roadways. No impacts would therefore result and no mitigation
      measures would be needed.

c)    Change in a change of air traffic patterns? NI. The proposed project would have no impact
      on air traffic patterns, since none of the proposed project relate to air traffic. No mitigation
      measures would be required.

d)    Substantially increase hazards due to a design feature or incompatible use? NI. The
      proposed roadway improvements (which include developer improvements) are anticipated
      to reduce hazards due to undersized streets and similar conditions. This would include
      realignment of the Brentwood Boulevard curve, Brentwood Boulevard widening, Lone
      Tree Way widening, John Muir Parkway extension and others identified on Table 1. All
      facilities constructed pursuant to an approved CIP would comply with City design


City of Brentwood                                                                            Page 45
Initial Study/CIP ‘05/’10                                                                   April 2005
      standards, therefore, the proposed project is anticipated to have no impact with regard to
      increases in safety hazards.

e)    Result in inadequate emergency access? NI. Construction of projects proposed in the CIP
      would serve to improve emergency access, through construction of new and improved
      roads. This would include the proposed grade separation of Lone Tree Way and the Union
      Pacific Railroad tracks in the northerly portion of Brentwood. No impacts are therefore
      anticipated and no mitigation measures are needed.

f)    Inadequate parking capacity? NI. Parking for individual projects constructed as part of the
      CIP would contain on-site parking, per the City's Zoning Ordinance. Therefore, no impacts
      are anticipated and no mitigation measures are needed. The proposed downtown parking
      garage would increase the parking availability in the downtown area, allowing for
      increased use of activities in the downtown core.

g)    Hazards or barriers for pedestrians or bicyclists? NI. The project does not conflict with
      adopted policies, plans or programs supporting alternative transportation. Individual
      projects are reviewed for consistency with the General Plan as well as for conformance
      with adopted policies, plans or programs supporting alternative transportation. Proposed
      projects included in the CIP include a construction of a number of trails and a city-wide
      sidewalk replacement program. No impacts are therefore anticipated and no mitigation
      measures are needed.



16. Utilities and Service Systems

Environmental Setting
The City of Brentwood is served by the following service providers:

         •     Electrical and natural gas power: Pacific Gas and Electric Co.

         •     Communications: SBC/Pacific Bell

         •     Water supply and sewage treatment: City of Brentwood

         •     Storm drainage: City Brentwood and Contra Costs County Flood Control District

         •     Solid waste disposal: City of Brentwood

Environmental Impacts
a) Exceed wastewater treatment requirements of the RWQCB? NI. The project, which is the
     City’s five-year Capital Improvement Program budget, is a planned response to the growth
     projected in Brentwood’s General Plan; the project itself does not result in that growth.
     Therefore, the project does not exceed wastewater treatment requirements of the applicable
     Regional Water Quality Control Board. No impact is anticipated and no mitigation
     measures are required.

City of Brentwood                                                                         Page 46
Initial Study/CIP ‘05/’10                                                                April 2005
b)    Require new water or wastewater treatment facilities or expansion of existing facilities?
      NI. The proposed project itself does not result in that growth. It reflects the City’s response
      to projected growth and includes improvements to the City’s wastewater treatment and
      conveyance system (as listed in Table 1). No impact is anticipated and no mitigation
      measures are required.

c)    Require new storm drainage facilities? NI. The proposed project does not include new
      residential or non-residential components. It is instead a planned response to Brentwood’s
      projected population growth as set forth in the adopted General Plan. The City’s response
      to projected growth includes improvements to the City’s storm water system (as listed in
      Table 1). No impact is anticipated and no mitigation measures are required.

 d)    Are sufficient water supplies available? LS. The project, which is the City’s five-year
       Capital Improvement Program, is a planned response to the growth projected in
       Brentwood’s General Plan; the project itself does not result in that growth. The City’s
       response to projected growth includes improvements to the City’s water. Specific projects
       included in the CIP may have a potential to increase demand for water supplies, including
       construction of new neighborhood parks, a fire station and police station. Requirements
       for additional water to serve these facilities will be reviewed at the time actual
       construction is proposed. Less-than-significant impacts are anticipated and no mitigation
       measures are required at this stage in the environmental review process.

e)    Adequate wastewater capacity to serve the proposed project? LS. Minimal additional
      wastewater capacity is anticipated for a majority of proposed projects included in the most
      recent CIP. A number of potential projects, such as construction of new local parks, two
      fire stations and police station, may require new wastewater connections. These are
      believed to be less-than-significant and the need for additional wastewater generation
      would be reviewed at the time projects are proposed for construction.

f, g) Solid waste disposal, including compliance with all solid waste regulations? LS.
      Construction of certain individual projects included within the CIP may generate additional
      quantities of solid waste, including additional amounts of construction debris. Operation of
      certain projects would also increase solid waste generation, including construction of new
      local parks, a fire station and police station. The amount of additional solid waste is
      anticipated to be less-than-significant and no mitigation measures are required at this stage
      of environmental review. One of the proposed community facility projects listed on Table 1
      includes improvements to the City’s solid waste transfer station. Construction of new civic
      facilities included in the CIP would comply with local recycling requirements as well as
      state and federal solid waste requirements.




17. Mandatory Findings of Significance



City of Brentwood                                                                           Page 47
Initial Study/CIP ‘05/’10                                                                  April 2005
a)    Does the project have the potential to degrade the quality of the environment, substantially
      reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop
      below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the
      number of or restrict the range of a rare or endangered plant or animal or eliminate
      important examples of the major periods of California history or prehistory? No. The
      preceding analysis indicates that the proposed project would not have a significant adverse
      impact on overall environmental quality.

b) Does the project have impacts that are individually limited, but cumulatively considerable?
     ("Cumulatively considerable" means that the incremental effects of a project are
     considerable when viewed in connection with the effects of past projects, the effects of
     other current projects and the effects of probable future projects). No, although incremental
     increases in certain areas can be expected as a result of constructing this project, including
     additional traffic, air emissions, light and glare, increases in demands for public services
     and noise, the project is consistent with the Brentwood General Plan and would not result
     in a significant individual or cumulative impacts.

c)    Does the project have environmental effects which will cause substantial adverse effects on
      human beings, either directly or indirectly? No. No such impacts have been discovered in
      the course of preparing this Initial Study.




City of Brentwood                                                                          Page 48
Initial Study/CIP ‘05/’10                                                                 April 2005
Initial Study Preparer
        Jerry Haag, Urban Planner

Agencies and Organizations Consulted

The following agencies and organizations were contacted in the course of this Initial Study:

         City of Brentwood
         Bailey Grewal, P.E., City Engineer
         Lori Sanders, Brentwood Engineering Department
         Gail Leech, Brentwood Finance Department


References
        City of Brentwood, Capital Improvement Program (Preliminary Budget) – Fiscal Year
        2005/10, April 2005

        City of Brentwood, General Plan, MIG Associates, 2001.

        City of Brentwood, General Plan Environmental Impact Report, EIP Associates, 2001,
        1993.

        City of Brentwood, Zoning Map.

        California Department of Toxic Substances Control, website.




City of Brentwood                                                                        Page 49
Initial Study/CIP ‘05/’10                                                               April 2005
                              NOTICE OF DETERMINATION
TO:___    Office of Planning and Research           FROM: City of Brentwood
          1400 Tenth Street                               Engineering Department
          Sacramento, CA 95814                            708 Third Street
                                                          Brentwood, CA 94513
    X     County Clerk
          County of Contra Costa
          822 Main Street
          Martinez, CA 94553

SUBJECT:          FILING OF NOTICE OF DETERMINATION IN COMPLIANCE WITH SECTION
                  21108 OR 21152 OF THE PUBLIC RESOURCES CODE.

Project Title: City of Brentwood CIP

State Clearinghouse Number: N/A

Contact Person: Balwinder Singh Grewal, City Engineer

Area Code/Number/Extension: (925) 516-5420

Project Location: City wide, City of Brentwood, Contra Costa County, State of California

Project Description: Five-Year Capital Improvement Program Budget (CIP), 2005/06-2009/10


This is to advise that the City of Brentwood approved the above described project on May 24,
2005, and has made the following determinations regarding the above described project:

   1.     The project will not have a significant effect on the environment.
   2.     A Negative Declaration was prepared for this project pursuant to the provisions of
          CEQA.
   3.     Mitigation measures were not made a condition of the approval of the project.
   4.     A statement of Overriding Considerations was not adopted for this project.
   5.     A finding of Fish and Game fee exemption was adopted for this project.

This is to certify that the Negative Declaration and record of project approval is available to the
General Public at: City Hall, Engineering Department, 708 Third Street, Brentwood, California
94513.



_______________________________                              City Engineer
Signature (Public Agency)                                        Title

Date: __________________________
                              CITY COUNCIL AGENDA ITEM NO. 12


Meeting Date:    May 24, 2005

Subject/Title:   Approve a Resolution authorizing the purchase of two (2) new, utility style
                 trucks and one (1) 2-yard dump truck from Bill Brandt Ford and authorizing the
                 City Manager to execute a purchase order for these vehicles not to exceed
                 $65,750.08.

Prepared by:     Jim Gallegos, Streets Manager

Submitted by: Paul Zolfarelli, Director of Public Works



RECOMMENDATION
Approve a Resolution authorizing the purchase from the Street Maintenance Division 2004/05
Operating Budget of two (2) new, utility style trucks and one (1) replacement vehicle for Vehicle
No. 5129 with a 1-ton, 2-yard dump truck from Bill Brandt Ford and authorizing the City
Manager to execute a purchase order for these vehicles not to exceed $65,750.08.

PREVIOUS ACTION
On June 10, 2003, by Resolution No. 2893, City Council approved the 2003/04 - 2004/05
Operating Budget for the City of Brentwood.

On February 24, 2004, by Resolution No. 2004-40, City Council adopted Purchasing Policy No.
10-7.

On June 8, 2004, by Resolution No. 2004-132, City Council approved the Amended 2003/04 –
2004/05 Operating Budget with appropriations and revenue adjustments.

On April 26, 2005 by Resolution No. 2005-89, City Council approved the purchase of two (2)
new, utility style trucks and one (1) 2-yard dump truck for $59,882.93.

BACKGROUND
On April 26, 2005 per Resolution No. 2005-89, City Council approved the purchase of two (2)
new, utility style trucks and one (1) 2-yard dump truck to replace Vehicle No. 5129 in an amount
not to exceed $59,882.93. Since that time, Bill Brandt notified the City that Ford stopped
production of the 2005 models early and moved into the 2006 model year causing an increase
in the price of the vehicles. This increase is due to the reduction of the municipal incentive that
Ford offers. The 2006 incentive is $4,400 whereas the 2005 incentive was $6,000. The
purchase of these vehicles is in compliance with Purchasing Policy No. 10-7.

Per the incentive change the new bids are as follows:

   •   Bill Brandt Ford               $65,750.08
   •   Brentwood Dodge                No Bid
   •   Coalinga Motors (CMAS)         $46,705.14 (amount listed for only two (2) vehicles that
                                                 did not meet specifications)
These vehicles will be used within the Street Maintenance Division, Sidewalk Maintenance and
Traffic Maintenance Sections. The purchase of the two (2) utility style trucks are for two new
Maintenance Worker II positions that were filled this fiscal year and the dump truck is a
replacement dump truck for the Streets Division. With the City’s continued growth and the
amount of new streets being installed, these new vehicles will assist the Public Works
Department with responding to street maintenance work requests in a timely manner.

FISCAL IMPACT
An amount not to exceed $65,750.08 will be expended through a combination of the Street
Maintenance budget and the Vehicle Replacement Fund. Approximately $45,242.44 will come
from the Street Maintenance budget and $20,507.64 will come from the Vehicle Replacement
Fund.

Attachment:
    • Resolution
                                     RESOLUTION NO.

       APPROVE A RESOLUTION AUTHORIZING THE PURCHASE OF TWO (2) NEW,
       UTILITY STYLE TRUCKS AND ONE (1) 2-YARD DUMP TRUCK FROM BILL
       BRANDT FORD AND AUTHORIZING THE CITY MANAGER TO EXECUTE A
       PURCHASE ORDER FOR THESE VEHICLES NOT TO EXCEED $65,750.08.


      WHEREAS, on June 10, 2003 by Resolution No. 2893, City Council approved the
2003/04 - 2004/05 Operating Budget for the City of Brentwood; and

      WHEREAS, on February 24, 2004, by Resolution No. 2004-40, City Council adopted
Purchasing Policy No. 10-7; and

        WHEREAS, on June 8, 2004 by Resolution No. 2004-132, City Council approved funds
in the amount of $105,000 in the 2003/04 – 2004/05 Amended Operating Budget for the
purchase of two (2) vehicles and equipment for newly budgeted Maintenance Worker II
positions; and

       WHEREAS, the new Maintenance Worker II positions were filled in the 2004/05 fiscal
year; and

       WHEREAS, the purchase of these vehicles is in compliance with Purchasing Policy No.
10-7; and

      WHEREAS, on April 26, 2005 by Resolution No. 2005-89, City Council approved the
purchase of two (2) new, utility style trucks and one (1) 2-yard dump truck in an amount not to
exceed $59,882.93; and

       WHEREAS, Ford stopped production of the 2005 models; and

       WHEREAS, the total amount of incentives on the 2006 models have decreased to
$4,400 from $6,000 on the 2005 models.

        NOW, THEREFORE BE IT RESOLVED that the City Manager or his or her designee is
authorized to execute a purchase order in an amount not to exceed $65,705.08 for the purchase
of two (2) new, utility style trucks and one (1) 2-yard dump truck.

       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 24th day of May 2005 by the following vote:
                            CITY COUNCIL AGENDA ITEM NO. 13


Meeting Date: May 24, 2005

Subject/Title:   Approve a resolution certifying compliance with the Measure C Growth Management
                 Program

Prepared by:     Karen Wahl, Grants Administrator

Approved by: Bailey Grewal, City Engineer


RECOMMENDATION
Approve a Resolution certifying that the City of Brentwood is in compliance with the Measure C
Growth Management Program and authorizing the Mayor to execute the Growth Management
Checklist for calendar years 2002 and 2003 for allocation of Measure C Local Street Maintenance &
Improvement funds.

PREVIOUS ACTION
On March 11, 2003, the City Council passed Resolution No. 2811, approving the Growth
Management Checklist for calendar years 2000 and 2001.

BACKGROUND
In order to be eligible to receive Measure C Local Street Maintenance & Improvement funds each
jurisdiction in Contra Costa County is required to take several actions. These actions include
adopting a Growth Management Element that sets traffic level-of-service and facility performance
standards, adopting both a development mitigation program and a transportation systems
management ordinance, participating in cooperative planning to reduce traffic impacts, developing a
five-year capital improvement program, and monitoring housing needs progress and creation of job
opportunities.

For the first ten years of the Measure C program, the Contra Costa Transportation Authority (CCTA)
used an Annual Checklist as the instrument of compliance. As a result of a review of the Growth
Management Program in 1999 and 2000, the checklist is now required biennially while funds will be
continued to be allocated on an annual basis to the participating jurisdictions. This is an effort to
reduce the administrative burden on both local jurisdictions and CCTA staff without compromising
program effectiveness. Jurisdictions that successfully complete this calendar 2002 and 2003 checklist
will first receive payment for FY 2003/04 and then will receive payment of FY 2004/05 funds on the
one-year anniversary of the previous year’s allocation without having to submit another checklist.

The checklist demonstrates how the City of Brentwood has complied with the requirements of the
Measure C Growth Management Program. The checklist contains questions regarding how the City
has met requirements as follows:

   1. Action Plans. Local jurisdictions are required to implement the actions, measures, and
      programs agreed upon in the Action Plan for Routes of Regional Significance as adopted by
      the jurisdictions’ Regional Committee and the Contra Costa Transportation Authority.

   2. Regional Transportation Mitigation Program (RTMP). Local jurisdictions are required to
      adopt a development mitigation program to ensure that new development pays its fair share of
      the costs associated with that development and that no funds from Measure C will be used to
      replace private developer funding that has been or will be committed to any project. Local
       jurisdictions are also required to participate in the development of a regional transportation
       mitigation program, including fees, assessments, or other mitigation.

   3. Housing Options. Each jurisdiction is required to develop an implementation program, based
      on their capital improvement program and General Plan Housing Element, which creates
      housing opportunities for all income levels. This checklist submittal must include a report to
      CCTA on Housing Element implementation progress. The General Plan Housing Element
      Progress Report is included as an attachment to the checklist submittal.

   4. Growth Management Element: Performance Standards. Each jurisdiction must adopt a
      Growth Management Element that establishes performance standards for fire, police, parks,
      sanitary facilities, water, and flood control and must apply these standards in the development
      review process.

   5. Growth Management Element: Traffic Level-of-Service Standards. Each jurisdiction is
      required to adopt and comply with traffic Level of Service (LOS) standards keyed to types of
      land use. Compliance with this element requires that the jurisdiction maintain a list of
      signalized intersections on non-regional routes and monitor the LOS at these intersections
      every two years.

   6. Participation in Cooperative, Multi-Jurisdictional Planning. Jurisdictions must participate
      in the Regional Transportation Planning Committees in cooperative efforts to ease cumulative
      traffic impacts.

   7. Five-Year Capital Improvement Program. In order to meet and maintain adopted traffic
      service and performance standards, local jurisdictions are required to develop a five-year
      capital improvement program which includes approved projects, their estimated costs and a
      financial plan for providing the improvements.

   8. Transportation Systems Management Program. Measure C requires local jurisdictions to
      adopt a transportation systems management ordinance, resolution or alternative mitigation
      program.

   9. Maintenance of Effort (MoE). Each jurisdiction is required to maintain a minimum level of
      local street and road expenditures. The expenditure level is based upon an historic amount
      spent for transportation by each jurisdiction during a specified base period. The City of
      Brentwood requirement is $177,369 per year.

   10. Posting of Signs. Each jurisdiction must post signs meeting CCTA specifications for all
       projects exceeding $250,000 that are funded in whole or in part with Measure C funds.

FISCAL IMPACT
If the checklist is not completed and approved as meeting the requirements of the Measure C Growth
Management Program by the June 2005 Contra Costa Transportation Authority deadline, the City will
not be eligible to receive the estimated $347,579 allocation for FY 2003/04. This amount is a
percentage of total funds available and is based on population numbers from State Department of
Finance as of January 2003 and Caltrans 2001 Road Mileage plus an initial base allocation. The
allocation for FY 2004/05 will be sent to the City at the one-year anniversary of the FY 2003/04
payment without having to submit another checklist.

Attachment:
Resolution
Measure C Compliance Checklist
Exhibit A – General Plan Amendments Approved During the Reporting Period
Exhibit B – Letter Dated 4/19/05 from the Department of Housing and Community Development
Exhibit C – General Plan Housing Element Progress Report for the Period 1/1/03 – 12/31/03
Exhibit D – Traffic Level of Service Calculations
                                       RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD CERTIFYING THAT THE
CITY OF BRENTWOOD IS IN COMPLIANCE WITH THE GROWTH MANAGEMENT PROGRAM
AND AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE THE GROWTH
MANAGEMENT CHECKLIST FOR CALENDAR YEARS 2002 AND 2003.

        WHEREAS, pursuant to the Measure C Growth Management Program, the City of Brentwood is
eligible to receive a portion of the eighteen percent (18%) sales tax funds available for street
maintenance, improvements and transportation planning; and

       WHEREAS, one of the requirements with the provisions of the Growth Management Program is
the submittal by the City of Brentwood of a completed Statement of Compliance, confirming to the
Contra Costa Transportation Authority that the City of Brentwood is in compliance with the
requirements of the Measure C Growth Management Program; and

      WHEREAS, on 2001 by Ordinance 01-01, the Authority determined that submittal of the
Compliance Checklist would be required biennially in even numbered years and;

       WHEREAS, City of Brentwood staff have completed the fiscal year 2003/04 and 2004/05
Compliance Checklist for calendar years 2002 and 2003and based on the completed checklist have
determined that the City is in compliance with the Contra Costa Transportation Authority (CCTA)
Growth Management Program; and

      WHEREAS, the completed compliance checklist has been reviewed with CCTA staff for
completeness.

       NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Brentwood, that the
Council finds the policies and programs of the City of Brentwood as reported on the compliance
checklist are in conformance with the CCTA Growth Management Program.

        BE IT FURTHER RESOLVED that the Mayor is authorized to execute the compliance checklist.

        PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at a
regular meeting held on the May 24, 2005 by the following vote:

        AYES:   Councilmembers
        NOES:
        ABSENT:


                                                _____________________________
                                                Brian Swisher
                                                Mayor
ATTEST:

__________________________________




Issued January, 2004                                              Compliance Checklist
                                       Page 4
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003

      CONTRA COSTA TRANSPORTATION AUTHORITY
      GROWTH MANAGEMENT PROGRAM
      Allocation of 18% Local Street Maintenance & Improvement Funds
      For Fiscal Years 2003-04 and 2004-05
      Reporting Period: Calendar Years 2002 & 2003



Compliance Checklist
Reporting Jurisdiction:            City of Brentwood


 1. Action Plans                                                                    YES          NO

 a.   Is the jurisdiction implementing the actions called for in the applicable
      Action Plan for Routes of Regional Significance for all designated
      Regional Routes within the jurisdiction?

 b.   Has the jurisdiction implemented the following procedures as outlined
      in the applicable Action Plan for Routes of Regional Significance?

      i. Circulation of environmental documents,

      ii. Analysis of the impacts of proposed General Plan amendments and
          recommendation of changes to Action Plans, and

      iii. Conditioning the approval of projects consistent with Action Plan
           policies?

 c.   Has the jurisdiction followed the procedures for RTPC review of
      General Plan Amendments as called for in Authority Resolution No.
      95-06-G?




 2. Regional Transportation Mitigation Program                                      YES          NO

 a.   Has the jurisdiction adopted and implemented a local development
      mitigation program to ensure that new development pays its fair share
      of the impact mitigation costs associated with that development?

 b.   Has the jurisdiction adopted and implemented a regional transportation
      mitigation program, including regional traffic mitigation fees,
      assessments, or other mitigation as appropriate?




Issued January, 2004                                                              Compliance Checklist
                                               Page 5
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003



 3. Housing Options and Job Opportunities                                         YES          NO

 a.   Has the jurisdiction adopted a third-revision Housing Element that has
      been found by the State Department of Housing and Community
      Development to comply with State Law?

 b.   Has the jurisdiction adopted a Housing Element that complies with the
      requirements of § 65583 et seq. of the Government Code, by:
         Identifying local responsibilities for meeting regional housing
         needs,
         Establishing goals and policies for meeting those needs, and
         Outlining a 5-year program of actions to implement the Housing
         Element?

 c.   Has the jurisdiction submitted a report to the Authority regarding
      development of an implementation program that creates housing
      opportunities for all income levels? Exhibit 7 includes a Sample
      Housing Report.

 d.   Does the jurisdiction’s General Plan—or other adopted policy
      document or report—evaluate the effects of planned land uses on local,
      subregional and regional travel patterns and propose land use policies
      and a pattern of land uses that would promote more efficient use of the
      transportation system?




 4. Growth Management Element: Performance
    Standards                                                                     YES          NO

 a.   As part of its General Plan, has the jurisdiction adopted a Growth
      Management Element which is in substantial compliance with the
      Authority’s Model Growth Management Element?

 b.   Does the jurisdiction now comply with adopted performance
      standards, or expect to comply with the standards within the next five
      years through implementation of its Capital Improvement Program?




Issued January, 2004                                                            Compliance Checklist
                                              Page 6
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003




 5. Growth Management Element: Traffic Level-of
    Service Standards                                                              YES    NO    N/A

 a.   Using the Authority’s Technical Procedures, have traffic impact
      studies been conducted as part of development review for all projects
      estimated to generate more than 100 peak-hour vehicle trips?

 b.   Does the jurisdiction maintain a list of Reporting Intersections on non-
      regional routes, and measure the level of service at those intersections
      every two years?

 c.   Do all Reporting Intersections meet LOS standards through actual
      measurement, or after assuming implementation of five-year capital
      improvement program and accounting for changes in travel demand?

 d.   Does a request for Findings of Special Circumstances for those
      intersections that do not and will not meet LOS standards, accompany
      this checklist?

 e.   Has the jurisdiction ever been granted a Findings of Special
      Circumstances by the Authority?




 6. Participation in Cooperative, Multi-Jurisdictional
    Planning                                                                       YES          NO

 a.   Over the past year, has the jurisdiction’s Council/Board member
      regularly participated in meetings of the appropriate Regional
      Transportation Planning Committee, and have the jurisdiction’s local
      representatives to the Regional Transportation Planning Committee
      regularly reported on the activities of the Regional Committee to the
      jurisdiction's council or board? (Note: Each RTPC should have a
      policy which defines what constitutes regular attendance of
      Council/Board members at RTPC meetings.)

 b.   As needed, has the jurisdiction made available, as input into the
      countywide transportation computer model, data on land use and
      traffic patterns?




Issued January, 2004                                                             Compliance Checklist
                                              Page 7
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003



 7. Five-Year Capital Improvement Program                                           YES          NO

      Does the jurisdiction have an adopted five-year capital improvement
      program (CIP) that estimates project costs and includes a plan that
      outlines general mechanisms for financing transportation and public
      facilities, including fire, police, parks, sanitary facilities, water and
      flood control?




 8. Transportation Systems Management Program                                       YES          NO

      Has the jurisdiction adopted a transportation systems management
      ordinance or resolution that incorporates required policies consistent
      with the updated model ordinance prepared by the Authority for use by
      local agencies?




 9. Maintenance of Effort (MoE)                                                     YES          NO

      Has the jurisdiction met the MoE requirements of Measure C as stated
      in Section 6 of the Contra Costa Transportation Improvement and
      Growth Management Ordinance?




 10. Posting of Signs                                                               YES    NO    N/A

      Has the jurisdiction posted signs meeting Authority specifications for
      all projects exceeding $250,000 that are funded, in whole or in part,
      with Measure C funds?




 11. Other Considerations                                                           YES    NO    N/A

      If the jurisdiction believes that the requirements of Measure C have
      been satisfied in a way not indicated on this checklist, has an
      explanation been attached below?




Issued January, 2004                                                              Compliance Checklist
                                                Page 8
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003




12. Review and Approval of Checklist
     This checklist was prepared by:

     Signature:                                                       Date:


     Name and Title: Karen Wahl, Grants Administrator


     Phone:              (925) 516-5159



     The council of the City of Brentwood has reviewed the completed checklist and found that the policies and
     programs of the jurisdiction as reported herein conform to the requirements for compliance with the Contra
     Costa Transportation Improvement and Growth Management Program.


     Certified Signature:                                               Date:


     Name and Title: Donna Landeros, City Manager




     Attest Signature:                                                              Date:
                                                                 City/Town/County Clerk




     Name:                  Cynthia Garcia, Interim City Clerk




Issued January, 2004                                                          Compliance Checklist
                                             Page 9
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003




CONTRA COSTA TRANSPORTATION AUTHORITY
GROWTH MANAGEMENT PROGRAM
Allocation of 18% Local Street Maintenance & Improvement Funds
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003



Attachments
Reporting Jurisdiction: City of Brentwood

(Note: This form is available in electronic media in Word ® format.)

Information Requested by Checklist Questions
1.       Action Plans
a.       Please summarize steps taken during last year to implement the actions, programs, and measures called
         for in the applicable Action Plans for Routes of Regional Significance:

The City of Brentwood has, through its participation in TRANSPLAN, taken the following steps and actions:
     •   Required projects to complete traffic studies consistent with CCTA policies.
     •   Participated in the East County TDM program.
     • Monitored and coordinated improvements for routes of regional significance with surrounding
     jurisdictions.
     • Updated local transportation mitigation fees for new development on an annual basis (City of Brentwood
     Development Fee Program) and participated in updating regional fees.
     •   Worked with CCTA and BART to complete the SR 4 East Corridor Transit Study
     •   Continue to pursue funding to implement regional and local pedestrian and bicycle plans.
     •   Continue to pursue funding to widen segments of non-freeway SR 4 from two to four lanes.
     •   Completed widening of segment of non-freeway SR 4 from Applewood Common to approximately Village Drive.
     • Completed safety improvement project to increase the radius and correct superelevation of the curve in SR 4 located
     between Pine and Second Streets.
     •   Constructed new traffic signals and upgraded and/or interconnected existing signals at the following locations:
     ◦   Balfour Road/West Country Club Drive
Issued January, 2004                                                                 Compliance Checklist
                                                 Page 10
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003

     ◦   Balfour Road/John Muir Parkway
     ◦   Balfour Road/McViking Way
     ◦   Balfour Road/Griffith Lane
     ◦   Balfour Road/Hudson Drive
     ◦   SR 4/Sunset Road-Grant Street
     ◦   SR 4/Applewood Common
     ◦   SR 4/Sand Creek Road
     ◦   SR 4/Sycamore Avenue-Central Boulevard
     ◦   Lone Tree Way/O’Hara Avenue

     ◦   Lone Tree Way/Fairview Avenue
     ◦   Lone Tree Way/WINCO Center
     ◦   Sand Creek Road/Raley’s Center

     ◦   Sand Creek Road/Fairview Avenue
     ◦   Sand Creek Road/Minnesota Avenue
     ◦   Sand Creek Road/O’Hara Avenue

     ◦   Sand Creek Road/Business Center Drive
     ◦   Central Boulevard/Walnut Boulevard
     ◦   Central Boulevard/Fairview Avenue
     ◦   Fairview Avenue/Arlington Drive



b.       Attach, list and briefly describe any General Plan Amendments that were approved during the reporting
         period. Please specify which amendments affected ability to meet the standards in the Growth
         Management Element and/or affected ability to implement Action Plan policies or meet Traffic Service
         Objectives. Indicate if amendments were forwarded to the jurisdiction’s RTPC for review, and describe
         the results of that review relative to Action Plan implementation:

         A list of General Plan Amendments description of each is attached as Exhibit A. None of the General
         Plan Amendments approved during this reporting period decreased the City’s ability to meet the
         standards in the Growth Management Element, affected the ability of the City to implement Action Plan
         policies or to meet Traffic Service Objectives.




Issued January, 2004                                                        Compliance Checklist
                                                 Page 11
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003


2.      Regional Transportation Mitigation Program

a.      Describe progress on implementation of the regional transportation mitigation program:

        The City entered into a Joint Powers Agreement with the Cities of Antioch, Pittsburg and the County of
        Contra Costa in 1994 to create and establish the East Contra Costa Regional Fee and Financing
        Authority and set a uniform regional congestion mitigation development fee of $4,200 per single family
        dwelling.

        The fee increased to $7,500 per single family unit in January 2002; the contribution to ECCRFFA from
        the City of Brentwood was $6,683,951. In January 2003 the fee increased to $7,747 and the City’s
        contribution rose to $9,578,900.

        Phase I of Segment 2 of the State Route 4 Bypass was competed and the new two-lane roadway opened to
        traffic in April 2002. Lone Tree Way was widened from two to four lanes and constructed to connect with
        the Bypass. The City continues to be an active member of the State Route 4 Bypass Authority in the
        design and review of the remaining two segments of the Bypass.


3.      Housing Options and Job Opportunities
a.      Please list the date of State Department of Housing and Community Development (HCD) compliance
        finding for the jurisdiction’s third-revision Housing Element and attach the HCD-approval letter:

        Please see letter attached as Exhibit B dated 4/19/05 from the Department of Housing and Community
        Development stating that the Draft Housing Element would be in compliance with State housing element
        law (Article 10.6 of the Government Code) once the draft revisions were adopted and submitted to HCD.

        The Draft Housing Element was approved and adopted by the Brentwood City Council on May 10, 2005
        and has been submitted to HCD.


        If HCD found that the Housing Element did not comply with State law, please list the date of adoption
        and resolution number of the jurisdiction’s finding that its third-revision Housing Element complies with
        State law. Also state what actions have been taken during the reporting period to contribute toward
        achieving the housing allocations established by ABAG for all income levels.
                 N/A


b.      Please attach a report on the jurisdiction’s development of an implementation program that creates
        housing opportunities for all income levels (see Sample Report – Exhibit 7).
        The General Plan Housing Element Progress Report for the period January 1, 2003 – December 31,
        2003 is attached as Exhibit C.

Issued January, 2004                                                         Compliance Checklist
                                             Page 12
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003

4.      Growth Management Element: Performance Standards
a.      If the jurisdiction does not currently meet its adopted performance standards, please describe what actions
        the jurisdiction intends to take to bring it into compliance within the next five years, including actions
        contained in the adopted five-year capital improvement program:

        Currently meets standards.




Issued January, 2004                                                          Compliance Checklist
                                             Page 13
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003


5.      Growth Management Element: Traffic Level of Service (LOS) Standards
a.      Please list all projects that generated more than 100 peak hour trips, indicate whether a traffic impact
        study was conducted, and indicate if a Findings of Consistency with Standards was made (include
        resolution number):

        The following projects generated more than 100 peak hour trips and traffic impact studies were
        conducted for each:
FILE/PROJECT NO.           TRAFFIC STUDY            CONSISTENCY              RESOLUTION NO.
TSM 8470                                                                     Planning Commission
                                   Yes                       Yes
Mission Peak                                                                 Resolution No. 02-03
DR 01-27                                                                     Planning Commission
                                   Yes                       Yes
Walgreen’s                                                                   Resolution No. 02-09
CUP 02-01                                                                    Planning Commission
                                   Yes                       Yes
Winco                                                                        Resolution No. 02-07
DR 01-04                                                                     Planning Commission
                                   Yes                       Yes
Guthrie Commercial                                                           Resolution No. 02-23
DR 0119                                                                      Planning Commission
                                   Yes                       Yes
Gregory Ranch                                                                Resolution No. 02-30
DR 01-30                                                                     Planning Commission
                                   Yes                       Yes
Arcadia                                                                      Resolution No. 02-39
DR 01-34                                                                     Planning Commission
                                   Yes                       Yes
Safeway                                                                      Resolution No. 02-49
DR 02-11                                                                     Planning Commission
                                   Yes                       Yes
Arbor Ridge                                                                  Resolution No. 03-10
DR 03-01                                                                     Planning Commission
                                   Yes                       Yes
John Muir                                                                    Resolution No. 03-13
TSM 8426                                                                     Planning Commission
                                   Yes                       Yes
Garin Landing                                                                Resolution No. 03-18
CUP 03-11                                                                    Planning Commission
Guthrie Commercial                 Yes                       Yes             Resolution No. 03-38
Club One
CUP 03-04                                                                    Planning Commission
                                   Yes                       Yes
Les Schwab                                                                   Resolution No. 03-42
TSM 8534                                                                     Planning Commission
                                   Yes                       Yes
Cedarwood                                                                    Resolution No. 03-46
CUP 03-02                                                                    Planning Commission
                                   Yes                       Yes
In Shape                                                                     Resolution No. 03-58
TSM 03-05                                                                    Planning Commission
Meritage Sterling                  Yes                       Yes             Resolution No. 03-66
Pinnacle
DR 02-34                                                                     Planning Commission
                                   Yes                       Yes
Pulte Rose Garden                                                            Resolution No. 03-71




Issued January, 2004                                                            Compliance Checklist
                                              Page 14
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003

b.        Please list Reporting Intersections, dates of counts and LOS monitoring results. Also attach LOS
          calculations. Explain reasons for any LOS exceedances and proposed mitigation through implementation
          of the 5-year CIP or other mechanism.


                                      A.M..                                 P.M.
     LOCATION
                         Date          LOS       V/C       Date              LOS         V/C

Fairview Ave./Grant        01/06/05       A        0.40        01/06/05          A          0.41
Street


Fairview Ave./Sand         01/06/05       C        0.65        01/06/05          C          0.78
Creek Rd.


Fairview Ave./San          01/06/05       C        0.94        01/06/05          B          0.78
Jose Ave.


Fairview Ave./Central      01/06/05       D        1.05        01/06/05          B          0.72
Blvd.


Central                    09/02/03       B        0.66        09/02/03          A          0.41
Blvd./Minnesota Ave.


Central Blvd./Griffith     09/02/03       A        0.38        09/02/03          A          0.37
Lane


LOS calculations are attached as Exhibit D.



c.        Please list intersections for which the Authority has adopted Findings of Special Circumstances and
          describe actions taken over the past year to carry out required conditions of compliance:

          N/A




Issued January, 2004                                                           Compliance Checklist
                                              Page 15
Compliance Checklist
Reporting Jurisdiction:
For Fiscal Years 2003-04 and 2004-05
Reporting Period: Calendar Years 2002 & 2003

7.      Five-Year Capital Improvement Program (CIP)
        Please list resolution number and date of adoption of most recent five-year CIP. If CIP implementation is
        required to meet traffic LOS or performance standards, state the number of years for which this condition
        has prevailed.

        Resolution 2004-114, adopted May 25, 2004 approving City of Brentwood
        CIP 2004/05 – 2008-09

8.      Transportation Systems Management Program
        Date of Ordinance or Resolution Adoption        November 12, 1997
        Ordinance Number                               Ordinance Number 589
9.       Maintenance of Effort (MoE)
        Please indicate the jurisdiction’s MoE requirement and MoE expenditures for the past two fiscal years
        (FY 2001-02 and FY 2002-03).

        City of Brentwood MoE Requirement                 $177,369

        FY 01/02 PMP Expenditure                          $307,450
        FY 02/03 PMP Expenditure                          $547,066

11.     Other Considerations
        Please specify any alternative methods of achieving compliance for any components for the Measure C
        Growth Management Program.

        N/A




Issued January, 2004                                                          Compliance Checklist
                                             Page 16
                              CITY COUNCIL AGENDA ITEM NO. 14


Meeting Date: May 24, 2005

Subject/Title:   Refunding of CIFP 2002-1 Infrastructure Revenue Bonds, Series 2002

Prepared by:     Brian Kelleher, Accountant II

Submitted by: Pamela Ehler, Director of Finance and Information Systems



RECOMMENDATION
Approve a Resolution approving form and substance of an amended and restated trust
agreement in connection with the issuance by Brentwood Infrastructure Financing Authority of
its infrastructure revenue refunding bonds, Series 2005A and subordinated Series 2005B and
authorizing changes thereto and execution thereof and approving the form and substance of an
official statement with respect to such bonds and authorizing changes thereto.

PREVIOUS ACTION
None.

BACKGROUND
The City of Brentwood and the Brentwood Infrastructure Financing Authority have previously
issued bonds to finance improvements for CIFP 2002-01, which comprised approximately 917
residential units in the City, and 45 acres of church and commercial property. Due to favorable
market interest rates and the fact that approximately 70% of those units are now completed and
occupied, it is possible to refinance those bonds and achieve lower interest rates. It is also
possible to substitute a surety bond for a portion of the reserve fund which was originally funded
with cash. In all, based on today’s market interest rates, the refinancing and substitution of the
reserve fund can produce up to $125,000 per year over the remaining life of the financing
(2032) in new proceeds which can be used for additional capital improvements. This method of
generating new proceeds through refinancing was successfully used by the City with CIFP
1994-1, CIFP’s 98-1 and 99-1, and earlier this year with CIFP 2000.

The Refunding Bonds will be issued in a senior series, which will be insured and rated “AAA”.
The subordinate series will be issued non rated. The refinancing will not affect the assessment
installments payable by any property owner in the district and their assessments will remain the
same, although the change in the reserve fund amount for the bonds may reduce or eliminate
any reserve fund credits available.

FISCAL IMPACT
This action could generate up to $3.3 million in new funding for public capital improvements
without raising assessments or taxes or using the City’s other funds.
Attachments:
Resolution
Form of Amended and Restated Trust Agreement
Form of Bond Purchase Agreement
Form of Preliminary Official Statement
Form of Continuing Disclosure Agreement




                                          2
                                        RESOLUTION NO.


       RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BRENTWOOD
       APPROVING FORM AND SUBSTANCE OF AN AMENDED AND RESTATED TRUST
       AGREEMENT IN CONNECTION WITH THE ISSUANCE BY THE BRENTWOOD
       INFRASTRUCTURE FINANCING AUTHORITY OF ITS INFRASTRUCTURE
       REVENUE REFUNDING BONDS, SERIES 2005A AND SUBORDINATED SERIES
       2005B AND AUTHORIZING CHANGES THERETO AND EXECUTION THEREOF


        WHEREAS, in connection with the funding for the acquisition and construction of public
improvements under the Capital Improvement Financing Plan 2002-1 (“CIFP 2002-1”) the
Brentwood Infrastructure Financing Authority (the “Authority”), acting through its Board
Members (the “Authority Board”), authorized and issued its CIFP 2002-1 Infrastructure Revenue
Bonds, Series 2002 (the “Prior Bonds”), pursuant to a Trust Agreement dated as of September
1, 2002 (the “Prior Trust Agreement”), by and among the Authority, the City of Brentwood (the
“City”) and U.S. Bank National Association (the “Trustee”); and

       WHEREAS, it is proposed that the Authority authorize, issue and sell to RBC Dain
Rauscher, as underwriter (the “Underwriter”), its Infrastructure Revenue Refunding Bonds,
Series 2005A and Subordinated Series 2005B (collectively, the “Bonds”), with the net proceeds
of sale thereof, together with certain funds on hand under the Prior Trust Agreement (after
funding a reserve fund and payment of costs of issuance), to be utilized to refund the
outstanding Prior Bonds; and

         WHEREAS, in furtherance of implementing the proposed refinancing, there has been
filed with the Interim City Clerk for consideration and approval by this City Council an Amended
and Restated Trust Agreement amending and restating the Prior Trust Agreement (the
“Amended and Restated Trust Agreement”) dated as of June 1, 2005 by and among the
Authority, the City and the Trustee. The Bonds are to be issued by the Authority under the
terms of the Amended and Restated Trust Agreement; and

        WHEREAS, being fully advised in the matter, this City Council wishes to approve the
form and substance of the Amended and Restated Trust Agreement and to authorize execution
thereof on behalf of the City;

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

       Section 1. The foregoing recitals are true and correct, and this City Council so
finds and determines.

        Section 2. The City finds and determines that the issuance of the Bonds by the Authority
will result in significant public benefits, including demonstrable savings in effective interest rate,
bond preparation, bond underwriting and bond issuance costs.

        Section 3. The form and substance of the Amended and Restated Trust Agreement is
hereby approved. The City Manager or designee thereof is hereby authorized to approve
modifications and changes to the Amended and Restated Trust Agreement not inconsistent with
its essential terms, such approval to be conclusively established by execution thereof. The City


                                                  3
Manager or designee thereof is hereby authorized to execute the Amended and Restated Trust
Agreement, as modified.

       Section 4. The City Manager, Director of Finance and Information Services, City
Attorney, City Engineer and all other officers, employees and agents of the City are hereby
authorized and directed to take any and all actions and execute any and all agreements,
documents, certificates and other instruments, necessary or convenient to carry out the
purposes of this Resolution and to assist in the issuance, sale and delivery of the Bonds.

       Section 5. This resolution shall take effect immediately.


       PASSED, APPROVED AND ADOPTED by the City Council of the City of Brentwood at
a regular meeting held on the 24th day of May, 2005 by the following vote:




                                                4
                    AMENDED AND RESTATED TRUST AGREEMENT

               This Amended and Restated Trust Agreement, dated as of June 1, 2005, is by and
among the BRENTWOOD INFRASTRUCTURE FINANCING AUTHORITY, a joint exercise
of powers agency established pursuant to the laws of the State of California (the “Issuer”), the
CITY OF BRENTWOOD, a municipal corporation organized and existing under the
Constitution and laws of the State of California, (the “City”) and U.S. BANK NATIONAL
ASSOCIATION, a national banking association organized and existing under the laws of the
United States of America, as trustee (the “Trustee”).

               WHEREAS, the Issuer is empowered under the provisions of the Government
Code of the State of California to issue its bonds for the purpose of financing certain
improvements and purchasing various obligations issued by certain local agencies; and

               WHEREAS, pursuant to a Trust Agreement dated as of September 1, 2002 (the
“Trust Agreement”), the Issuer issued its CIFP 2002-1 Infrastructure Revenue Bonds, Series
2002 (the “2002 Bonds”), to finance certain capital improvements and purchase the 2002 Local
Obligations (as defined herein) as determined by the Issuer; and

               WHEREAS, the Issuer desires to amend and restate the Trust Agreement in the
form of this Amended and Restated Trust Agreement in order to refund and to defease the 2002
Bonds in the outstanding principal amounts of $____________ (the “Prior Bonds”) and has
authorized and undertaken to issue the Brentwood Infrastructure Financing Authority
Infrastructure Revenue Refunding Bonds, Series 2005A (the “Series 2005A Bonds”) and the
Brentwood Infrastructure Financing Authority Infrastructure Revenue Refunding Bonds,
Subordinated Series 2005B (the “Series 2005B Bonds” and, together with the Series 2005A
Bonds, the “Bonds”) pursuant to this Amended and Restated Trust Agreement; and

               WHEREAS, it has been determined that the estimated amount necessary to refund
and to defease the outstanding Prior Bonds pursuant to the Trust Agreement, to fund a Reserve
Fund for the Bonds, and to pay the costs of issuance of the Bonds will require the issuance of the
Bonds in the aggregate principal amount of ___________________________________ dollars
($__________); and

               WHEREAS, all things necessary to make the Bonds, when authenticated by the
Trustee and issued as provided in this Amended and Restated Trust Agreement, the valid,
binding and legal obligations of the Issuer according to the import thereof and hereof have been
done and performed;

         NOW, THEREFORE, THIS AMENDED AND RESTATED TRUST
AGREEMENT WITNESSETH:

               That the Trust Agreement is hereby amended and restated in its entirety as
follows:
                   GRANTING CLAUSE

                That the Issuer and the City, in consideration of the premises, the acceptance by
the Trustee of the trusts hereby created, and other good and valuable consideration, the receipt of
which is hereby acknowledged, and in order to secure the payment of the interest on and the
principal of and the redemption premiums, if any, on all Bonds Outstanding hereunder from time
to time according to their tenor and effect, and such other payments required to be made under
this Amended and Restated Trust Agreement, and to secure the observance and performance by
the Issuer and the City of all the agreements, conditions, covenants and terms expressed and
implied herein and in the Bonds, do hereby assign, bargain, convey, grant, mortgage and pledge
a security interest unto the Trustee, and unto its successors in the trusts hereunder, and to them
and their successors and assigns forever, in all right, title and interest of the Issuer and the City
in, to and under, subject to the provisions of this Amended and Restated Trust Agreement
permitting the application thereof for the purposes and on the terms and conditions set forth
therein, each and all of the following (collectively the “Trust Estate”):

                   (a)   the proceeds of sale of the Bonds;

                   (b)   the Revenues (as herein defined);

                   (c)   the amounts in the Funds (as herein defined) established by this Amended
                         and Restated Trust Agreement, except amounts in the Rebate Fund;

                   (d)   the Local Obligations;

TO HAVE AND TO HOLD IN TRUST all of the same hereby assigned, conveyed and pledged
or agreed or intended so to be to the Trustee and its successors and assigns forever for the benefit
of the Owners from time to time of the Bonds authenticated hereunder and issued by the Issuer
and outstanding and without any priority as to the Trust Estate of any one Bond over any other
(except as expressly provided in or permitted by this Amended and Restated Trust Agreement),
upon the trusts and subject to the agreements, conditions, covenants and terms hereinafter set
forth;

AND THIS AMENDED AND RESTATED TRUST AGREEMENT FURTHER
WITNESSETH, and it is expressly declared, that all Bonds issued and secured hereunder are to
be issued, authenticated and delivered and all of the rights and property hereby assigned,
bargained, conveyed, granted, mortgaged and pledged are to be dealt with and disposed of under,
upon and subject to the agreements, conditions, covenants, purposes, terms, trusts and uses as
hereinafter expressed, and the Issuer and the City have agreed and covenanted, and do hereby
agree and covenant, with the Trustee and with the Owners from time to time of the Bonds, as
follows:




                                                  -2-
DOCSSF1:814341.3
                                           ARTICLE I

                                         DEFINITIONS

              SECTION 1.01. Definitions. The terms set forth below shall have the following
meanings in this Amended and Restated Trust Agreement, unless the context clearly otherwise
requires:

              “Accountant” shall mean an independent certified public accountant, or a firm of
independent certified public accountants, selected by the Issuer.

               “Accountant’s Certificate” shall mean a certificate signed by (i) Bond Logistix
LLC or any successor thereto, or (ii) an independent certified public accountant of recognized
national standing selected by the Issuer, or a firm of independent certified public accountants of
recognized national standing.

            “Act” shall mean Article 4 of Chapter 5 of Division 7 of Title 1 of the California
Government Code, as amended and supplemented from time to time.

              “Amended and Restated Trust Agreement” shall mean this Amended and Restated
Trust Agreement dated as of June 1, 2005, among the City, the Issuer and the Trustee, pursuant
to which the Bonds are to be issued, as amended or supplemented from time to time in
accordance with its terms.

                “Annual Debt Service” shall mean, for each Bond Year and for each Series of
Bonds, the sum of (1) the interest falling due on all Outstanding Bonds of such Series in such
Bond Year, assuming that all Principal Installments are paid as scheduled (except to the extent
that such interest is to be paid from the proceeds of sale of any Bonds), and (2) the scheduled
Principal Installments of the Outstanding Bonds of such Series, payable in such Bond Year.

              “Assessment District” means the City of Brentwood Assessment District No.
2002-1 for which the Local Obligations were issued.

               “Authorized Denominations,” with respect to the Series 2005A Bonds, shall mean
five thousand dollars ($5,000) and any integral multiple thereof, but not exceeding the principal
amount of the Series 2005A Bonds maturing on any one date, and with respect to the Series
2005B Bonds, shall mean one thousand dollars ($1,000) and any integral multiple thereof, but
not exceeding the principal amount of the Series 2005B Bonds maturing on any one date.

               “Authorized Officer,” when used with reference to the Issuer, shall mean the
Chair, Vice-Chair, Treasurer/Controller or any other Person authorized by the Issuer in a Written
Order or resolution to perform an act or sign a document on behalf of the Issuer for purposes of
this Amended and Restated Trust Agreement, and, when used with reference to the City, shall
mean the City Manager, City Treasurer, Director of Finance and Information Systems or any
other Person authorized by the City in a Written Order or resolution to perform an act or sign a
document on behalf of the City for the purposes of this Amended and Restated Trust Agreement.



                                                -3-
DOCSSF1:814341.3
               “Average Annual Debt Service” shall mean the average Bond Year Annual Debt
Service over all Bond Years during which the Bonds of any Series are scheduled to remain
Outstanding.

              “Bond” or “Bonds” shall mean any or all of the Series 2005A Bonds and the
Series 2005B Bonds, authorized and issued by the Issuer and authenticated by the Trustee and
delivered under this Amended and Restated Trust Agreement.

              “Bond Insurer” means ___________________, a _________ stock insurance
company, or any successor thereto or assignee thereof.

               “Bond Insurance Policy” means the policy of municipal bond insurance insuring
the scheduled payment of principal and interest on the Series 2005A Bonds when due, issued by
the Bond Insurer.

                “Bond Counsel” shall mean Orrick, Herrington & Sutcliffe LLP or another
attorney-at-law, or a firm of such attorneys, of nationally recognized standing in matters
pertaining to the tax-exempt nature of interest on obligations issued by states and their political
subdivisions.

                   “Bond Register” shall mean the registration books specified as such in Section
2.07.

               “Bond Year” shall mean the 12 month period ending September 2, provided, that
the first Bond Year shall commence on the Dated Date and end on September 2, 2006.

                “Book-Entry Bonds” shall mean any Bonds designated as Book-Entry Bonds
pursuant to this Amended and Restated Trust Agreement and registered in the name of the
Nominee pursuant to Section 2.06.

              “Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) a
day on which the Corporate Trust Office of the Trustee is closed.

                   “Capital Improvement Fund” means the fund by that name established pursuant to
Section 5.03.

                   “Cash Flow Certificate” shall mean a written certificate executed by a Cash Flow
Consultant.

                “Cash Flow Consultant” shall mean RBC Dain Rauscher; provided, that the Issuer
may appoint as the Cash Flow Consultant any other financial consultant or firm of such
consultants generally recognized to be well qualified in the financial consulting field relating to
municipal securities such as the Bonds, approved by the Bond Insurer appointed and paid by the
City or the Issuer and who, or each of whom:

                   (1)    is in fact independent and not under the domination of the City or the
        Issuer;


                                                   -4-
DOCSSF1:814341.3
                (2)     does not have any substantial interest, direct or indirect, with the City or
        the Issuer; and

                (3)     is not connected with the City or the Issuer as a member, officer or
        employee of the City or the Issuer, but who may be regularly retained to make annual or
        other reports to the City or the Issuer.

               The Cash Flow Consultant shall not be deemed to have a “financial advisory
relationship” with the Issuer within the meaning of California Government Code Section
53590(c).

                   “Chair” shall mean the Chair of the Issuer.

                   “City” shall mean the City of Brentwood, California, and its successors.

                   “City Manager” shall mean the City Manager of the City.

               “Code” shall mean the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

               “Continuing Disclosure Agreement” shall mean that certain Continuing
Disclosure Agreement, dated as of _______________, 2005 by and among the Issuer, the City
and the Trustee.

                “Corporate Trust Office” shall mean the office of the Trustee in San Francisco,
California, at which at any particular time corporate trust business shall be administered, or such
other office as it shall designate, except that with respect to presentation of Bonds for payment,
transfer or exchange, such term shall mean the corporate trust office of U.S. Bank National
Association in St. Paul, Minnesota or such other office specified by the Trustee.

                   “Dated Date” shall mean _______________, 2005.

               “Deficit Bond Amount” means an amount of Bonds, as determined by a Cash
Flow Certificate delivered pursuant to Section 4.05, equal to the difference between: (a) the
Required Redemption Amount and (ii) the amount of Bonds which are redeemed from amount
deposited in the Redemption Fund pursuant to Sections 4.02 and 5.06.

                “Deficit Share” means, in each Bond Year, an amount equal to the product of (i) a
fraction, the numerator of which is the Deficit Bond Amount and the denominator of which is the
total amount of Outstanding Bonds and (ii) Annual Debt Service on the Bonds; provided, that the
Deficit Share in any Bond Year shall not be less than the difference between the principal of and
interest on the Local Obligations payable in such Bond Year and the Annual Debt Service in
such Bond Year.

               “Depository” shall mean the securities depository acting as Depository pursuant
to Section 2.06.




                                                   -5-
DOCSSF1:814341.3
              “DTC” shall mean The Depository Trust Company, New York, New York, and its
successors and assigns.

                   “Event of Default” shall mean any event of default specified as such in Section
8.01.

                   “Expense Fund” shall mean the Fund by that name established pursuant to Section
5.01.

               “Expenses” shall mean all administrative costs of the Issuer that are charged
directly or apportioned to the administration of the Local Obligations and the Bonds, such as
salaries and wages of employees, audits, overhead and taxes (if any), legal fees and expenses,
amounts necessary to pay to the United States or otherwise to satisfy requirements of the Code
and the regulations thereunder in order to maintain the tax-exempt status of the Bonds, and
compensation, reimbursement and indemnification of the Trustee, together with all other
reasonable and necessary costs of the Issuer or charges required to be paid by it to comply with
the terms hereof or of the Bonds.

               “Fiscal Year” shall mean the fiscal year of the Issuer, which at the date hereof is
the period commencing on July 1 in each calendar year and ending on June 30 in the following
calendar year.

                “Funds” shall mean, collectively, the Revenue Fund, the Series 2005A Interest
Fund, the Series 2005A Principal Fund, the Series 2005A Reserve Fund, the Series 2005B
Interest Fund, the Series 2005B Principal Fund, the Series 2005B Reserve Fund, the Redemption
Fund, the Expense Fund, the Capital Improvement Fund, the Obligation Fund and the Rebate
Fund, including all accounts therein.

               “Government Obligations” shall mean and include any of the following securities:
lawful currency of the United States; State and Local Government Series issued by the United
States Treasury (SLGS); United States Treasury bills, notes and bonds; and certificates, receipts
or other obligations evidencing direct ownership of, or the right to receive, a specified portion of
one or more interest payments or principal payments, or any combination thereof, to be made on
any United States Treasury bill, note or bond (“STRIPS”).

                “Information Services” shall mean the following information services: (i)
Financial Information, Inc.’s “Daily Called Bond Service,” 30 Montgomery Street, 10th Floor,
Jersey City, New Jersey 07302, Attention: Editor, (ii) Kenny Information Services “Called Bond
Service,” 65 Broadway Street, 28th Floor, New York, New York 10004, (iii) Moody’s
“Municipal and Government,” 99 Church Street, 8th Floor, New York, New York 10007,
Attention: Municipal News Reports, and (iv) Standard and Poor’s “Called Bond Record,” 25
Broadway, 3rd Floor, New York, New York 10004; or, in accordance with then-current
guidelines of the Securities and Exchange Commission, such other services providing
information with respect to called bonds, or no such services, as the Issuer may designate in an
Officer’s Certificate delivered to the Trustee.

            “Interest Payment Date” shall mean March 2 and September 2 in each year,
commencing on September 2, 2005.

                                                   -6-
DOCSSF1:814341.3
                “Investment Securities” shall mean and include any of the following securities, to
the extent permitted by the laws of the State (the Trustee is entitled to rely upon investment
directions of the Issuer as a certification such investment is permitted by such laws):

        1.         (a) Direct obligations (other than an obligation subject to variation to principal
                   repayment) of the United States of America (“United States Treasury
                   Obligations”), (b) obligations fully and unconditionally guaranteed as to timely
                   payment of principal and interest by the United States of America, (c) obligations
                   fully and unconditionally guaranteed as to timely payment of principal and
                   interest by any agency or instrumentality of the United States of America when
                   such obligations are backed by the full faith and credit of the United States of
                   America, or (d) evidences of ownership of proportionate interests in future
                   interest and principal payments on obligations described above held by a bank or
                   trust company as custodian, under which the owner of the investment is the real
                   party in interest and has the right to proceed directly and individually against the
                   obligor and the underlying government obligations are not available to any person
                   claiming through the custodian or to whom the custodian may be obligated.

        2.         Federal Housing Administration debentures.

        3.         The listed obligations of government sponsored agenda which are not backed by
                   the full faith and credit of the United States of America:

        -          Federal Home Loan Mortgage Corporation (FHLMC):
                   Participation certificates (excluded are stripped mortgage securities which are
                   purchased at prices exceeding their principal amounts)
                   Senior Debt obligations

        -          Farm Credit Banks (formerly Federal Land Banks, Federal Intermediate Credit
                   Banks and Banks for Cooperatives):
                   Consolidated system-wide bonds and notes

        -          Federal Home Loan Banks (FHL Banks):
                   Consolidated debt obligations

        -          Federal National Mortgage Association (FNMA):
                   Senior debt obligations
                   Mortgage-backed securities (excluded are stripped mortgage securities which are
                   purchased at prices exceeding their principal amounts)

        -          Student Loan Marketing Association (SLMA):
                   Senior debt obligations (excluded are securities that do not have a fixed par value
                   and/or whose terms do not promise a fixed dollar amount at maturity or cap date)

        -          Financing Corporation (FICO):
                   Debt obligations



                                                   -7-
DOCSSF1:814341.3
        -          Resolution Funding Corporation (REFCORP):
                   Debt obligations

        4.         Unsecured certificates of deposit, time deposits, and bankers’ acceptances (having
                   maturities of not more than 30 days) of any bank the short term obligations of
                   which are rated “A-1” or better by S&P.

        5.         Deposits the aggregate amount of which are fully insured by the Federal Deposit
                   Insurance Corporation (FDIC), in banks which issue capital and surplus of at least
                   $5 million-

        6.         Commercial paper (having original maturities of not more than 270 days) rated
                   “A-1+” by S&P and “Prime-1” by Moody’s.

        7.         Money market funds rated “AAm” or “AAm-G” by S&P, or better, including
                   such funds for which the Trustee or an affiliate provides investment advice or
                   other services.

        8.         “State Obligations”. which means:

                   A.     Direct general obligations of any state of the United States of America or
                          any subdivision or agency thereof to which is pledged the full faith and
                          credit of a state the unsecured general obligation debt of which is rated
                          “A3” by Moody’s and “A” by S&P, or better, or any obligation fully and
                          unconditionally guaranteed by any state, subdivision or agency whose
                          unsecured general obligation debt is so rated.

                   B.     Direct general short-term obligations of any state agency or subdivision or
                          agency thereof described in (A) above and rated “A-1+” by S&P and
                          “MIG-1” by Moody’s.

                   C.     Special Revenue Bonds (as defined in the United States Bankruptcy Code)
                          of any state, state agency or subdivision described in (A) above and rated
                          “AA” or better by S&P and “Aa” or better by Moody’s.

        9.         Pre-refunded municipal obligations rated “AAA” by S & P and “Aaa” by
                   Moody’s meeting the following requirements:

                   A.     the municipal obligations are (1) not subject to redemption prior to
                          maturity or (2) the trustee for the municipal obligations has been given
                          irrevocable instructions concerning their call and redemption and the
                          issuer of the municipal obligations has covenanted not to redeem such
                          municipal obligations other than as set forth in such instructions;

                   B.     the municipal obligations are secured by cash or United States Treasury
                          Obligations which may be applied only to payment of the principal of,
                          interest and premium on such municipal obligations;


                                                   -8-
DOCSSF1:814341.3
                   C.     the principal of and interest on the United States Treasury Obligations
                          (plus any cash in the escrow) has been verified by the report of
                          independent certified public accountants to be sufficient to pay in full all
                          principal of, interest, and premium, if any, due and to become due on the
                          municipal obligations (“Verification”);

                   D.     the cash or United States Treasury Obligations serving as security for the
                          municipal obligations are held by an escrow agent or trustee in trust for
                          owners of the municipal obligations;

                   E.     no substitution of a United States Treasury Obligation shall be permitted
                          except with another United States Treasury Obligation and upon delivery
                          of a new Verification; and

                   F.     the cash or United States Treasury Obligations are not available to satisfy
                          any other claims, including those by or against the trustee or escrow agent.

        10.        Repurchase agreements:

                   With (1) any domestic bank, or domestic branch of a foreign bank. the long term
                   debt of which is rated at least “A” by S&P and Moody’s; or (2) any broker-dealer
                   with “retail customers” or a related affiliate thereof which broker-dealer has, or
                   the parent company (which guarantees the provider) of which has, long-term debt
                   rated at least “A” by S&P and Moody’s, which broker-dealer falls under the
                   jurisdiction of the Securities Investors Protection Corporation; or (3) any other
                   entity rated “A” or better by S&P and Moody’s and acceptable to the Bond
                   Insurer, provided that:

                   A.     The market value of the collateral is maintained at levels and upon such
                          conditions as would be acceptable to S&P and Moody’s to maintain an
                          “A” rating in an “A rated structured financing (with a market value
                          approach);

                   B.     The Trustee or a third party acting solely as agent therefor or for the issuer
                          (the “Holder of the Collateral”) has possession of the collateral or the
                          collateral has been transferred to the Holder of the Collateral in
                          accordance with applicable state and federal laws (other than by means of
                          entries on the transferors books);

                   C.     The repurchase agreement shall state and an opinion of counsel shall be
                          rendered at the time such collateral is delivered that the Holder of the
                          Collateral has a perfected first priority security interest in the collateral,
                          any substituted collateral and all proceeds thereof (in the case of bearer
                          securities, this means the Holder of the Collateral is in possession);

                   D.     All other requirements of S&P in respect of repurchase agreements shall
                          be met.


                                                   -9-
DOCSSF1:814341.3
                   E.     The repurchase agreement shall provide that if during its term the
                          provider’s rating by either Moody’s or S&P is withdrawn or suspended or
                          falls below “A-” by S&P or “A3” by Moody’s, as appropriate, the
                          provider must, at the direction of the Issuer or the Trustee (who shall give
                          such direction if so directed by the Bond Insurer), within 10 days of
                          receipt of such direction, repurchase all collateral and terminate the
                          agreement, with no penalty or premium to the Issuer or Trustee.

                Notwithstanding the above, if a repurchase agreement has a term of 270 days or
        less (with no evergreen provision), collateral levels need not be as specified in (A) above,
        so long as such collateral levels are 103% or better and the provider is rated at least “A”
        by S&P and Moody’s, respectively.

        11.        Investment agreements with a domestic or foreign bank or corporation (other than
                   a life or property casualty insurance company) the long-term debt of which, or, in
                   the case of a guaranteed corporation the long-term debt, or, in the case of a
                   monoline financial guaranty insurance company, claims paying ability, of the
                   guarantor is rated at least “AA” by S&P and “Aa” by Moody’s; provided that. by
                   the terms of the investment agreement:

                   A.     interest payments are to be made to the Trustee at times and in amounts as
                          necessary to pay debt service (or, if the investment agreement is for the
                          construction fund, construction draws) on the Bonds;

                   B.     the invested funds are available for withdrawal without penalty or
                          premium, at any time upon not more than seven days’ prior notice; the
                          Issuer and the Trustee hereby agree to give or cause to be given notice in
                          accordance with the terms of the investment agreement so as to receive
                          funds thereunder with no penalty or premium paid;

                   C.     the investment agreement shall state that is the unconditional and general
                          obligation of, and is not subordinated to any other obligation of, the
                          provider thereof or, if the provider is a bank, the agreement or the opinion
                          of counsel shall state that the obligation of the provider to make payments
                          thereunder ranks pari passu with the obligations of the provider to its other
                          depositors and its other unsecured and unsubordinated creditors;

                   D.     the Issuer or the Trustee receives the opinion of domestic counsel (which
                          opinion shall be addressed to the Issuer and the Bond Insurer) that such
                          investment agreement is legal, valid, binding and enforceable upon the
                          provider in accordance with its terms and of foreign counsel (if applicable)
                          in form and substance acceptable, and addressed to, the Bond Insurer,

                   E.     the investment agreement shall provide that if during its term

                          i)     the provider’s rating by either S&P or Moody’s falls below “AA-“
                                 or “Aa3”, respectively, the provider shall, at its option, within 10
                                 days of receipt of publication of such downgrade, either

                                                  -10-
DOCSSF1:814341.3
                                 (i) collateralize the investment agreement by delivering or
                                 transferring in accordance with applicable state and federal laws
                                 (other than by means of entries on the providers books) to the
                                 Issuer, the Trustee or a third party acting solely as agent therefor
                                 (the “Holder of the Collateral”) collateral free and clear of any
                                 third-party liens or claims the market value of which collateral is
                                 maintained at levels and upon such conditions as would be
                                 acceptable to S&P and Moods to maintain an “A” rating in an “A”
                                 rated structured financing (with a market value approach); or (ii)
                                 repay the principal of and accrued but unpaid interest on the
                                 investment, and

                          ii)    the providers rating by either S&P or Moody’s is withdrawn or
                                 suspended or falls below “A-” or “A3”, respectively, the provider
                                 must, at the direction of the issuer or the Trustee (who shall give
                                 such direction if so directed by the Bond Insurer), within 10 days
                                 of receipt of such direction, repay the principal of and accrued but
                                 unpaid interest on the investment, in either case with no penalty or
                                 premium to the Issuer or Trustee, and

                   F.     The investment agreement shall state and an opinion of counsel shall be
                          rendered, in the event collateral is required to be pledged by the provider
                          under the terms of the investment agreement, at the time such collateral is
                          delivered, that the Holder of the Collateral has a perfected first priority
                          security interest in the collateral, any substituted collateral and all
                          proceeds thereof (in the case of bearer securities, this means the Holder of
                          the Collateral is in possession);

                   G.     The investment agreement must provide that if during its term

                          i)     the provider shall default in its payment obligations, the provider’s
                                 obligations under the investment agreement shall, at the direction
                                 of the Issuer or the Trustee (who shall give such direction if so
                                 directed by the Bond Insurer), be accelerated and amounts invested
                                 and accrued but unpaid interest thereon shall be repaid to the Issuer
                                 or Trustee, as appropriate, and

                          ii)    the provider shall become insolvent, not pay its debts as they
                                 become due, be declared or petition to be declared bankrupt, etc.
                                 (“event of Insolvency”), the provider’s obligations shall
                                 automatically be accelerated and amounts invested and accrued but
                                 unpaid interest thereon shall be repaid to the Issuer or Trustee, as
                                 appropriate.

        12.        The Local Agency Investment Fund (Sections 53600-53609 of the Government
                   Code of the State of California), as now in effect or as may be amended or
                   recodified from time to time; provided, that such investment is held in the name


                                                  -11-
DOCSSF1:814341.3
                   and to the credit of the Trustee; and provided further, that the Trustee may restrict
                   such investment if required to keep moneys available for the purposes of the
                   Amended and Restated Trust Agreement.

        13.        Shares in a California common law trust established pursuant to Title 1, Division
                   7, Chapter 5 of the Government Code of the State of California which invests
                   exclusively in investments permitted by Section 53635 of Title 5, Division 2,
                   Chapter 4 of the Government Code of the State of California, as it may be
                   amended; provided that such shares are held in the name and to the credit of the
                   Trustee.

               “Issuer” shall mean the Brentwood Infrastructure Financing Authority, a joint
exercise of powers agency established pursuant to a Joint Exercise of Powers Agreement, dated
March 14, 1995, as amended and restated by an Amended and Restated Joint Exercise of Powers
Agreement, dated as of December 1, 2001, by and between the City and the Redevelopment
Agency of the City of Brentwood, and the laws of the State, and its successors.

               “Legally Available Funds” means any available funds in the City's Water or
Wastewater Enterprise Funds, or the City's roadway, water, wastewater, drainage, parks or trials
fee accounts, or from any other source of legally available funds appropriated by the City
Council.

               “Letter of Representations” shall mean the letter of the Issuer and the Trustee
delivered to and accepted by the Depository on or prior to the issuance of the Bonds setting forth
the basis on which the Depository serves as depository for such Bonds as originally executed or
as it may be supplemented or revised or replaced by a letter to a substitute depository.

                   “Local Agency” shall mean the City of Brentwood, California.

               “Local Obligation Resolution” shall mean the resolution of the City authorizing
issuance of the Local Obligations in its Assessment District No. 2002-1.

             “Local Obligations” shall mean the City of Brentwood Limited Obligation
Improvement Bonds, Assessment District No. 2002-1, held by the Trustee in the Obligation Fund
hereunder.

                “Maximum Annual Debt Service” shall mean, for each Series of Bonds, the
largest Annual Debt Service during the period from the date of such determination through the
final maturity date of any Outstanding Bonds of such Series.

               “Nominee” shall mean the nominee of the Depository, which may be the
Depository, as determined from time to time pursuant to Section 2.06.

                   “Obligation Fund” shall mean the fund by that name established pursuant to
Section 5.01.

                   “Officer’s Certificate” shall mean a certificate signed by an Authorized Officer.


                                                   -12-
DOCSSF1:814341.3
                   “Opinion of Bond Counsel” shall mean a legal opinion signed by a Bond Counsel.

               “Outstanding” shall mean, with respect to the Bonds and as of any date, the
aggregate of Bonds authorized, issued, authenticated and delivered under this Amended and
Restated Trust Agreement, except:

               (a)    Bonds canceled or surrendered to the Trustee for cancellation pursuant to
        Section 2.10;

                   (b)    Bonds deemed to have been paid as provided in Section 12.02; and

               (c)     Bonds in lieu of or in substitution for which other Bonds shall have been
        authenticated and delivered pursuant to this Amended and Restated Trust Agreement.

              “Owner” shall mean, as of any date, the Person or Persons in whose name or
names a particular Bond shall be registered on the Bond Register as of such date.

              “Participating Underwriter” has the meaning ascribed thereto in the Continuing
Disclosure Agreement.

               “Person” shall mean an individual, a corporation, a partnership, an association, a
joint stock company, a trust, any unincorporated organization or a government or political
subdivision thereof.

               “Prepayment” shall mean any payment with respect to a Local Obligation as a
result of prepayments of assessments by property owners which, pursuant to the terms of such
Local Obligation, would require all or any portion of such Local Obligation to be redeemed prior
to the maturity thereof, in either case whether or not such payment includes any premium or
prepayment penalty.

               “Principal Installment” shall mean, with respect to any Principal Payment Date,
the principal amount of Outstanding Bonds due on such date, or mandatory sinking account
payment required to be paid on any Principal Payment Date and used to redeem a portion of any
Bond on such date, if any.

              “Principal Payment Date” shall mean September 2 of each year commencing
September 2, 2005, and ending on the last date on which any Bonds are scheduled to mature.

             “Property Owner” shall mean an owner or property within the City of Brentwood
Assessment District No. 2002-1.

                   “Rebate Fund” shall mean the Fund by that name established pursuant to Section
5.01.

               “Rebate Instructions” shall mean those calculations and directions required to be
delivered to the Trustee by the Issuer pursuant to the Tax Certificate.




                                                 -13-
DOCSSF1:814341.3
                   “Rebate Requirement” shall mean the Rebate Requirement defined in the Tax
Certificate.

              “Record Date” shall mean the fifteenth (15th) day of the month preceding any
Interest Payment Date, whether or not such day is a Business Day.

               “Redemption Amount” means (i) with respect to any Bond, the amount of the
principal amount thereof plus the redemption premium, if any, applicable as of the date of
calculation, and (ii) with respect to any Local Obligations, 103% of the principal amount thereof.

                   “Redemption Fund” shall mean the Fund by that name established pursuant to
Section 5.01.

                “Required Redemption Amount” means, with respect to any redemption of Bonds
pursuant to Section 4.02, the product of (i) a fraction, the numerator of which is the principal
amount of the Property Owner Prepayments triggering such redemption (excluding accrued
interest, prepayment penalty and other charges) and the denominator of which is the total amount
of Local Obligations outstanding immediately prior to the Property Owner Prepayments and (ii)
the total amount of Outstanding Bonds.

              “Requisition of the Issuer” shall mean a requisition of the Issuer delivered to the
Trustee pursuant to Section 5.15.

               “Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance
Policy issued by the Bond Insurer to fund the Series 2005A Reserve Requirement.

                   “Revenue Fund” shall mean the Fund by that name established pursuant to
Section 5.01.

                “Revenues” shall mean (i) Local Obligation Revenues and all other amounts
received by the Trustee as the payment of interest or premiums on, or the equivalent thereof, and
the payment or return of principal of, or the equivalent thereof, all Local Obligations, whether as
a result of scheduled payments or Property Owner Prepayments or remedial proceedings taken in
the event of a default thereon, (ii) all investment earnings on any moneys held in the Funds or
accounts established hereunder, except the Rebate Fund, and (iii) any amounts paid by the City
pursuant to Section 5.06.

                   “Secretary” shall mean the Secretary of the Issuer.

                “Securities Depositaries” shall mean the following registered securities
depositaries: (i) The Depository Trust Company, 711 Stewart Avenue, Garden City, New York
11530, Fax - 516/227-4039 or 4190, (ii) Midwest Securities Trust Company, Capital Structures-
Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax - 312/663-2343, and
(iii) Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street,
Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex - 215/496-5058; or, in
accordance with then-current guidelines of the Securities and Exchange Commission, such other
securities depositaries, or no such depositaries, as the Issuer may designate in an Officer’s
Certificate delivered to the Trustee.

                                                   -14-
DOCSSF1:814341.3
               “Series” means a separate series of Bonds, being either the Series 2005A Bonds
or the Series 2005B Bonds.

               “Series 2005A Bonds” shall mean the Brentwood Infrastructure Financing
Authority, Infrastructure Revenue Refunding Bonds, Series 2005A authorized and issued
hereunder.

               “Series 2005A Interest Fund” shall mean the Fund by that name established
pursuant to Section 5.01.

               “Series 2005A Principal Fund” shall mean the Fund by that name established
pursuant to Section 5.01.

               “Series 2005A Reserve Fund” shall mean the Fund by that name created pursuant
to Section 5.01.

             “Series 2005A Reserve Requirement” shall mean, as of any date of calculation,
the Maximum Annual Debt Service on the Series 2005A Bonds. The Series 2005A Reserve
Requirement with respect to the Series 2005A Bonds as of Dated Date is $____________

               “Series 2005B Bonds” shall mean the Brentwood Infrastructure Financing
Authority, Infrastructure Revenue Refunding Bonds, Subordinated Series 2005B authorized and
issued hereunder.

               “Series 2005B Interest Fund” shall mean the Fund by that name established
pursuant to Section 5.01.

               “Series 2005B Principal Fund” shall mean the Fund by that name established
pursuant to Section 5.01.

               “Series 2005B Reserve Fund” shall mean the Fund by that name created pursuant
to Section 5.01.

             “Series 2005B Reserve Requirement” shall mean, as of any date of calculation,
the Maximum Annual Debt Service on the Series 2005B Bonds. The Series 2005B Reserve
Requirement with respect to the Series 2005B Bonds as of Dated Date is $______.

             “S&P” shall mean Standard and Poor’s Ratings Services, a division of the
McGraw Hill Companies Inc., and its successors.

               “Special Record Date” shall mean the date established by the Trustee pursuant to
Section 2.01 as a record date for the payment of defaulted interest on the Bonds.

                   “State” shall mean the State of California.

               “Supplemental Trust Agreement” shall mean any trust agreement supplemental to
or amendatory of this Amended and Restated Trust Agreement which is duly executed and
delivered in accordance with the provisions of this Amended and Restated Trust Agreement.


                                                   -15-
DOCSSF1:814341.3
               “Tax Certificate” shall mean that certificate, relating to various federal tax
requirements, including the requirements of Section 148 of the Code, signed by the Issuer and
the City on the date each Series of Bonds are issued, as the same may be amended or
supplemented in accordance with its terms.

                   “Treasurer” shall mean the Treasurer/Controller of the Issuer.

                   “Trust Estate” shall have the meaning ascribed thereto in the granting clause
hereof.

                “Trustee” shall mean U.S. Bank National Association, a national banking
association, duly organized and existing under the laws of the United States of America, in its
capacity as trustee hereunder, and any successor as trustee under this Amended and Restated
Trust Agreement.

                   “Vice-Chair” shall mean the Vice-Chair of the Issuer.

                “Written Order”, when used with reference to the Issuer, shall mean a written
direction of the Issuer to the Trustee signed by an Authorized Officer, and, when used with
reference to the City, shall mean a written direction of the City to the Trustee signed by an
Authorized Officer.

               SECTION 1.02. Rules of Construction. Except where the context otherwise
requires, words imparting the singular number shall include the plural number and vice versa,
and pronouns inferring the masculine gender shall include the feminine gender and vice versa.
All references herein to particular articles or sections are references to articles or sections of this
Amended and Restated Trust Agreement. The headings and Table of Contents herein are solely
for convenience of reference and shall not constitute a part of this Amended and Restated Trust
Agreement, nor shall they affect its meanings, construction or effect.




                                                  -16-
DOCSSF1:814341.3
                                          ARTICLE II

                                    TERMS OF THE BONDS

                   SECTION 2.01. The Bonds.

                (a)      There shall be issued under and secured by this Amended and Restated
Trust Agreement bonds in the form of fully registered bonds to be designated “Brentwood
Infrastructure Financing Authority Infrastructure Revenue Refunding Bonds, Series 2005A” in
the aggregate principal amount of __________________________________ dollars
($__________). The Series 2005A Bonds shall be dated as of _______________, 2005 and
shall bear interest at the rates specified in the table below, such interest being payable
semiannually on each Interest Payment Date, and shall mature on the Principal Payment Dates in
the following years in the following principal amounts, namely:

           Principal
         Payment Date                         Principal                    Interest
         (September 2)                        Amount                         Rate

            2005                              $                             %
            2006
            2007
            2008
            2009
            2010
            2011
            2012
            2013
            2014
            2015
            2016
            2017
            2018
            2019
            2020
            2021
            2022
           *20__
           *2032

* Term Bonds

                (b)    There shall be issued under and secured by this Amended and Restated
Trust Agreement bonds in the form of fully registered bonds to be designated “Brentwood
Infrastructure Financing Authority Infrastructure Revenue Refunding Bonds, Subordinated
Series 2005B” in the aggregate principal amount of ____________________ dollars ($_______).
The Series 2005B Bonds shall be dated as of _______________, 2005 and shall bear interest at

                                                  -17-
DOCSSF1:814341.3
the rates specified in the table below, such interest being payable semiannually on each Interest
Payment Date, and shall mature on the Principal Payment Dates in the following years in the
following principal amounts, namely:

           Principal
         Payment Date                        Principal                          Interest
         (September 2)                       Amount                               Rate

            2005                             $                                   %
            2006
            2007
            2008
            2009
            2010
            2011
            2012
            2013
            2014
            2015
            2016
            2017
            2018
            2019
            2020
           *20__

* Term Bonds

                (c)     The principal of and redemption premiums, if any, and interest on the
Bonds shall be payable in lawful money of the United States of America. The Bonds shall be
issued as fully registered bonds in Authorized Denominations and each Series shall be numbered
in consecutive numerical order from 1 upwards. Each Bond shall bear interest from and
including the Interest Payment Date next preceding the date of authentication thereof unless it is
authenticated during the period from the Record Date preceding an Interest Payment Date to and
including such Interest Payment Date, in which event it shall bear interest from and including
such Interest Payment Date, or unless it is authenticated prior to September 2, 2005, in which
event it shall bear interest from the Dated Date; provided, that if at the time of authentication of
any Bond interest is then in default or overdue on the Bonds, such Bond shall bear interest from
the Interest Payment Date to which interest has previously been paid in full or made available for
payment in full on all Outstanding Bonds. Payment of the interest on any Bond shall be made to
the Person whose name appears on the Bond Register as the Owner thereof as of the Record
Date, such interest to be paid by check mailed by first class mail on the Interest Payment Date to
the Owner at the address which appears on the Bond Register as of the Record Date, for that
purpose; except that in the case of an Owner of one million dollars ($1,000,000) or more in
aggregate principal amount of any Series of Bonds, upon written request of such Owner to the
Trustee, in form satisfactory to the Trustee, received not later than the Record Date, such interest
shall be paid on the Interest Payment Date in immediately available funds by wire transfer. The

                                                 -18-
DOCSSF1:814341.3
principal of and redemption premiums, if any, on the Bonds shall be payable at the Corporate
Trust Office of the Trustee, upon presentation and surrender of such Bonds. Interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.

               (d)     Notwithstanding any other provision herein contained, any interest not
punctually paid or duly provided for, as a result of an Event of Default or otherwise, shall
forthwith cease to be payable to the Owner on the Record Date and shall be paid to the Owner in
whose name the Bonds is authenticated at the close of business on a Special Record Date for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof being given to the
Owners by first class mail not less than ten (10) days prior to such Special Record Date.

               SECTION 2.02. Form of Bonds. The Bonds and the certificate of authentication
and assignment forms to appear thereon shall be in substantially the forms set forth in Exhibit A
hereto, with such variations, insertions or omissions as are appropriate to differentiate among the
Series of Bonds and as are not inconsistent herewith.

                SECTION 2.03. Temporary Bonds. Until the Bonds in definitive form are ready
for delivery, the Issuer may execute and, upon its request in writing, the Trustee shall
authenticate and deliver in lieu of any thereof and subject to the same provisions, limitations and
conditions one or more Bonds in temporary form, in substantially of the tenor of the Bonds
hereinbefore in this article described, with appropriate omissions, variations and insertions as the
Issuer shall determine.

                Until exchanged for the Bonds in definitive form, such Bonds in temporary form
shall be entitled to the lien and benefit of this Amended and Restated Trust Agreement. The
Issuer shall, without unreasonable delay, prepare, execute and deliver to the Trustee and, upon
the presentation and surrender of the Bond or Bonds in temporary form to the Trustee at its
Corporate Trust Office, the Trustee shall authenticate and deliver, in exchange therefor, a Bond
or Bonds of the same Series, maturity and interest rate, in definitive form, in Authorized
Denominations, and for the same aggregate Outstanding principal amount, as the Bond or Bonds
in temporary form surrendered. Such exchange shall be made at the Issuer’s own expense and
without making any charge therefor to any Owner.

                SECTION 2.04. Bonds Mutilated, Destroyed, Stolen or Lost. In the event any
Bond, whether temporary or definitive, is mutilated, lost, stolen or destroyed, the Issuer may
execute and, upon its request in writing, the Trustee shall authenticate and deliver a new Bond of
the same Series, principal amount and maturity as the mutilated, lost, stolen or destroyed Bond in
exchange and substitution for such mutilated Bond, or in lieu of and substitution for such lost,
stolen or destroyed Bond.

                Application for exchange and substitution of mutilated, lost, stolen or destroyed
Bonds shall be made to the Trustee at the Corporate Trust Office. In every case the applicant for
a substitute Bond shall furnish to the Trustee security or indemnification to the Trustee’s
satisfaction. In every case of loss, theft or destruction of a Bond, the applicant shall also furnish
to the Trustee evidence to the Trustee’s satisfaction of the loss, theft or destruction and of the
identity of the applicant, and in every case of mutilation of a Bond, the applicant shall surrender
the Bond so mutilated.


                                                -19-
DOCSSF1:814341.3
                Notwithstanding the foregoing provisions of this section, in the event any such
Bond shall have matured, and no default has occurred which is then continuing in the payment of
the principal of or redemption premiums, if any, on or interest on the Bonds, the Trustee may pay
the same (without surrender thereof except in the case of a mutilated Bond) instead of issuing a
substitute Bond so long as security or indemnification is furnished as above provided.

                 Upon the issuance of any substitute Bond, the Trustee may charge the Owner of
such Bond with its reasonable fees and expenses in connection therewith. Every substitute Bond
issued pursuant to the provisions of this section by virtue of the fact that any Bond is lost, stolen
or destroyed shall constitute an original additional contractual obligation of the Issuer, whether
or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone,
and shall be entitled to all the benefits of this Amended and Restated Trust Agreement equally
and proportionally with any and all other Bonds of such Series duly issued under this Amended
and Restated Trust Agreement to the same extent as the Bonds in substitution for which such
Bonds were issued.

                SECTION 2.05. Execution of Bonds. All the Bonds shall, from time to time, be
executed on behalf of the Issuer by the manual or facsimile signature of the Treasurer and
attested by the manual or facsimile signature of the Secretary.

                If any of the officers who shall have signed any of the Bonds shall cease to be
such officer of the Issuer before the Bond so signed shall have been actually authenticated by the
Trustee or delivered, such Bonds nevertheless may be authenticated, issued and delivered with
the same force and effect as though the Person or Persons who signed such Bonds had not ceased
to be such officer of the Issuer, and any such Bond may be signed on behalf of the Issuer by
those Persons who, at the actual date of the execution of such Bonds, shall be the proper officers
of the Issuer, although at the date of such Bond any such Person shall not have been such officer
of the Issuer.

                SECTION 2.06. Special Covenants as to Book-Entry Only System for Bonds. (a)
Except as otherwise provided in subsections (b) and (c) of this Section, all of the Bonds initially
issued shall be registered in the name of Cede & Co., as nominee for The Depository Trust
Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant
to the Letter of Representation. Payment of the interest on any Bond registered in the name of
Cede & Co. shall be made on each Interest Payment Date for such Bonds to the account, in the
manner and at the address indicated in or pursuant to the Letter of Representation.

                (b)     The Bonds initially shall be issued in the form of a single authenticated
fully registered bond for each stated maturity of such Bonds, representing the aggregate principal
amount of the Bonds of such maturity. Upon initial issuance, the ownership of all such Bonds
shall be registered in the registration records maintained by the Trustee pursuant to Section 2.07
in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request
pursuant to the Letter of Representation. The Trustee, the Issuer and any paying agent may treat
DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the
purposes of payment of the principal or redemption price of and interest on such Bonds, selecting
the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given
to Owners hereunder, registering the transfer of Bonds, obtaining any consent or other action to

                                                -20-
DOCSSF1:814341.3
be taken by Owners of the Bonds and for all other purposes whatsoever; and neither the Trustee
nor the Issuer or any paying agent shall be affected by any notice to the contrary. Neither the
Trustee nor the Issuer or any paying agent shall have any responsibility or obligation to any
Participant (which shall mean, for purposes of this Section, securities brokers and dealers, banks,
trust companies, clearing corporations and other entities, some of whom directly or indirectly
own DTC), any person claiming a beneficial ownership interest in the Bonds under or through
DTC or any Participant, or any other person which is not shown on the registration records as
being a Owner, with respect to (i) the accuracy of any records maintained by DTC or any
Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal
or redemption price of or interest on the Bonds, (iii) any notice which is permitted or required to
be given to Owners of Bonds hereunder, (iv) the selection by DTC or any Participant of any
person to receive payment in the event of a partial redemption of the Bonds, or (v) any consent
given or other action taken by DTC as Owner of Bonds. The Trustee shall pay all principal of
and premium, if any, and interest on the Bonds only at the times, to the accounts, at the addresses
and otherwise in accordance with the Letter of Representation, and all such payments shall be
valid and effective to satisfy fully and discharge the Issuer’s obligations with respect to the
principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so
paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has
determined to substitute a new nominee in place of its then existing nominee, the Bonds will be
transferable to such new nominee in accordance with subsection (f) of this Section.

                (c)     In the event that the Issuer determines that it is in the best interests of the
beneficial owners of the Bonds that they be able to obtain bond certificates, the Trustee shall,
upon the written instruction of the Issuer, so notify DTC, whereupon DTC shall notify the
Participants of the availability through DTC of bond certificates. In such event, the Bonds will
be transferable in accordance with subsection (f) of this Section . DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving written notice
of such discontinuance to the Issuer or the Trustee and discharging its responsibilities with
respect thereto under applicable law. In such event, the Bonds will be transferable in accordance
with subsection (f) of this Section. Whenever DTC requests the Issuer and the Trustee to do so,
the Trustee and the Issuer will cooperate with DTC in taking appropriate action after reasonable
notice to arrange for another securities depository to maintain custody of all certificates
evidencing the Bonds then Outstanding. In such event, the Bonds will be transferable to such
securities depository in accordance with subsection (f) of this Section, and thereafter, all
references in this Amended and Restated Trust Agreement to DTC or its nominee shall be
deemed to refer to such successor securities depository and its nominee, as appropriate.

                (d)   Notwithstanding any other provision of this Amended and Restated Trust
Agreement to the contrary, so long as all Bonds Outstanding are registered in the name of any
nominee of DTC, all payments with respect to the principal of and premium, if any, and interest
on each such Bond and all notices with respect to each such Bond shall be made and given,
respectively, to DTC as provided in the Letter of Representation.

                (e)     The Trustee is hereby authorized and requested to execute and deliver any
letter of representation or operating memorandum required by DTC and, in connection with any
successor nominee for DTC or any successor depository, enter into comparable arrangements,


                                                 -21-
DOCSSF1:814341.3
and shall have the same rights with respect to its actions thereunder as it has with respect to its
actions under this Amended and Restated Trust Agreement.

                (f)     In the event that any transfer or exchange of Bonds is authorized under
subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon
receipt by the Trustee from the registered owner thereof of the Bonds to be transferred or
exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance
with the applicable provisions of Sections 2.07 and 2.08. In the event Bond certificates are
issued to Owners other than Cede & Co., its successor as nominee for DTC as Owner of all the
Bonds, another securities depository as Owner of all the Bonds, or the nominee of such successor
securities depository, the provisions of Sections 2.07 and 2.08 shall also apply to, among other
things, the registration, exchange and transfer of the Bonds and the method of payment of
principal of, premium, if any, and interest on the Bonds.

                SECTION 2.07. Transfer, Registration and Exchange of Bonds. The Bonds may
be transferred or exchanged and title thereto shall pass only in the manner provided in this
Amended and Restated Trust Agreement, and the Trustee shall keep books constituting the Bond
Register for the registration and transfer of the Bonds as provided herein. All Bonds presented
for transfer or exchange shall be accompanied by a written instrument or instruments of transfer
or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee,
duly executed by the Owner or by his attorney duly authorized in writing and all such Bonds
shall be surrendered to the Trustee and canceled by the Trustee pursuant to Section 2.10 hereof.
The Issuer and the Trustee may deem and treat the Owner of any Bond as the absolute owner of
such Bond for the purpose of receiving any payment on such Bond and for all other purposes of
this Amended and Restated Trust Agreement, whether such Bond shall be overdue or not, and
neither the Issuer nor the Trustee shall be affected by any notice to the contrary. All such
payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid.

                   SECTION 2.08. Regulations with Respect to Exchanges or Transfers of Bonds.

                (a)    In all cases in which the privilege of exchanging or registering the transfer
of Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver
Bonds in accordance with the provisions of this Amended and Restated Trust Agreement. There
shall be no charge to the Owner for any such exchange or registration of transfer of Bonds, but
the Issuer may require the payment of a sum sufficient to pay any tax or other governmental
charge required to be paid with respect to any such exchange or registration of transfer. Neither
the Issuer nor the Trustee shall be required to register the transfer or exchange of any Bond
during the period established by the Trustee for selection of Bonds for redemption or any Bond
selected for redemption.

               (b)     Upon surrender for exchange or transfer of any Bond at the Corporate
Trust Office of the Trustee, the Issuer shall execute (which may be by facsimile) and the Trustee
shall authenticate and deliver in the name of the Owner (in the case of transfers) a new Bond or
Bonds of such Series in Authorized Denominations, in the aggregate principal amount which the
registered Owner is entitled to receive.



                                                -22-
DOCSSF1:814341.3
                (c)     New Bonds delivered upon any transfer or exchange shall be valid
obligations of the Issuer, evidencing the same debt as the Bonds surrendered, shall be secured by
this Amended and Restated Trust Agreement and shall be entitled to all of the security and
benefits hereof to the same extent as the Bonds of such Series so surrendered.

                SECTION 2.09. Authentication of Bonds. No Bond shall be secured by this
Amended and Restated Trust Agreement or entitled to its benefits or shall be valid or obligatory
for any purpose unless there shall be endorsed on such Bond the Trustee’s certificate of
authentication, substantially in the form prescribed in this Amended and Restated Trust
Agreement, executed by the manual signature of a duly authorized signatory of the Trustee; and
such certificate on any Bond issued by the Issuer shall be conclusive evidence and the only
competent evidence that such Bond has been duly authenticated and delivered under this
Amended and Restated Trust Agreement.

                SECTION 2.10. Cancellation of Bonds. Upon the surrender to the Trustee of any
temporary or mutilated Bond or Bond surrendered for transfer or exchange, or Bonds purchased,
redeemed or paid at maturity, the same shall forthwith be canceled and the Trustee shall destroy
such Bonds and upon written request of the Issuer deliver a certificate of destruction with respect
thereto to the Issuer.

                 SECTION 2.11. Bonds as Special Obligations. The Bonds shall be special,
limited obligations of the Issuer, payable from, and secured as to the payment of the principal of
and the redemption premiums, if any, and the interest on in accordance with their terms and the
terms of this Amended and Restated Trust Agreement solely by, the Trust Estate. The Bonds
shall not constitute a charge against the general credit of the Issuer or any of its members, and
under no circumstances shall the Issuer be obligated to pay principal of or redemption premiums,
if any, or interest on the Bonds except from the Trust Estate. Neither the State nor any public
agency (other than the Issuer) nor any member of the Issuer is obligated to pay the principal of or
redemption premiums, if any, or interest on the Bonds, and neither the faith and credit nor the
taxing power of the State or any public agency thereof or any member of the Issuer is pledged to
the payment of the principal of or redemption premiums, if any, or interest on the Bonds. The
payment of the principal of or redemption premiums, if any, or interest on, the Bonds does not
constitute a debt, liability or obligation of the State or any public agency (other than the Issuer)
or any member of the Issuer.

                No agreement or covenant contained in any Bond or this Amended and Restated
Trust Agreement shall be deemed to be an agreement or covenant of any officer, member, agent
or employee of the Issuer in his or her individual capacity and neither the members of the Issuer
nor any officer or employee thereof executing the Bonds shall be liable personally on any Bond
or be subject to any personal liability or accountability by reason of the issuance of such Bonds.




                                               -23-
DOCSSF1:814341.3
                                           ARTICLE III

                                      ISSUANCE OF BONDS

                SECTION 3.01. Provisions for the Issuance of Bonds. The Bonds shall be
executed by the Issuer and delivered to the Trustee for authentication, together with a Written
Order certifying that all conditions precedent to the authorization of the Bonds have been
satisfied and authorizing the Trustee to authenticate the Bonds. The Trustee shall authenticate
and deliver the Bonds upon receipt of the Written Order described above, and upon the following
having been made available to the Trustee:

               (a)      A copy of the resolution adopted by the Issuer approving this Amended
and Restated Trust Agreement and the execution and delivery by the Issuer of this Amended and
Restated Trust Agreement, duly certified by the Secretary to have been duly adopted by the
Issuer and to be in full force and effect on the date of such certification;

               (b)     A Written Order directing that the Trustee authenticate the Bonds and
containing instructions as to the delivery of the Bonds;

              (c)    An Officer’s Certificate stating that the Issuer is not in default in the
performance of any of the agreements, conditions, covenants or terms contained in this Amended
and Restated Trust Agreement; and

                (d)     A Cash Flow Certificate to the effect that, assuming that all payments are
made with respect to the Local Obligations, (i) the Revenues, together with moneys on deposit in
other funds and accounts held under this Amended and Restated Trust Agreement, will be
sufficient to pay all scheduled principal and interest payments on the Bonds when due; and (ii)
the redemption premiums, if any, on the Local Obligations payable in the event of early
retirement of the Local Obligations, together with other Revenues available to the Trustee for
such purpose, are sufficient to offset any difference between the interest to accrue on the Bonds
to be paid or redeemed with the proceeds of prepayment of such Local Obligations (plus any
redemption premium payable upon redemption of such Bonds) and the income to be earned on
any investment of such proceeds (assured as of the date of payment thereof), in each case until
the date of payment or redemption of Bonds, such that in no event will the Prepayment of the
Local Obligations cause the Trustee to have insufficient funds to pay Annual Debt Service when
due after such redemption.

                   (e)   An original executed counterpart of this Amended and Restated Trust
Agreement.

                 (f)     An Opinion of Bond Counsel, dated the date of delivery of the Bonds, to
the effect that (i) the Bonds constitute the valid and binding special, limited obligations of the
Issuer, (ii) the Amended and Restated Trust Agreement has been duly and validly authorized,
executed and delivered by, and (assuming valid execution and delivery by the Trustee)
constitutes a valid and binding obligation of, the Issuer and (iii) the interest on the Bonds is
excluded from gross income for federal income tax purposes and is exempt from State personal
income taxation; provided, that with respect to (i) and (ii) above, no opinion need be expressed


                                                -24-
DOCSSF1:814341.3
as to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium and other
laws affecting creditors’ rights, the application of equitable principles and exercise of judicial
discretion in appropriate cases.

               SECTION 3.02. No Additional Bonds. Other than the Series 2005A Bonds and
the Series 2005B Bonds, the Issuer shall not issue any additional Bonds hereunder.

                                           ARTICLE IV

                           REDEMPTION AND PURCHASE OF BONDS

               SECTION 4.01. Privilege of Redemption and Redemption Price. Bonds subject
to redemption prior to maturity pursuant to this Amended and Restated Trust Agreement shall be
redeemable, upon mailed notice as provided in this article, at such times and upon such terms as
are contained in this article. Whenever, by the terms of this Amended and Restated Trust
Agreement, the Trustee is required or authorized to redeem Bonds, subject to Section 4.05, the
Trustee shall select the Bonds to be redeemed, shall give the notice of redemption and shall pay
out of moneys available therefor the redemption price thereof, plus interest accrued and unpaid
to the redemption date, in accordance with the terms of this article.

               SECTION 4.02. Extraordinary Redemption. The Bonds shall be subject to
extraordinary redemption as a whole or in part on any Interest Payment Date, and shall be
redeemed by the Trustee, from moneys transferred to the Redemption Fund pursuant to Section
5.07(c), and derived as a result of Property Owner Prepayments plus, if applicable, amounts
transferred from the Reserve Fund pursuant to Sections 5.11 and 5.14(b) and amounts transferred
to the Redemption Fund pursuant to Section 5.06, at a redemption price equal to the principal
amount thereof, together with a redemption premium equal to (i) if Bonds are redeemed on or
prior to September 2, 20__, two percent (2.0%) of the principal amount of the Bonds to be
redeemed or (ii) if Bonds are redeemed on or after March 2, 20__, without premium, in each case
plus accrued interest to the redemption date. The Trustee shall select the Series 2005A Bonds
and Series 2005B Bonds to be redeemed in accordance with the Redemption Instructions
delivered pursuant to Section 4.05.

              All prepayments of the Local Obligations must be gross funded (including any
call premium) to the next call date.

              Upon occurrence of any extraordinary redemption in part, the selection of Bonds
to be redeemed shall be subject to the approval of the Bond Insurer.

                   SECTION 4.03. Optional Redemption of Bonds.

                (a)    The Series 2005A Bonds maturing on or after September 2, 20__ shall be
subject to optional redemption as a whole or in part on any date on or after September 2, 20__, at
the option of the Issuer from any moneys deposited in the Redemption Fund from any source for
such purpose by the Issuer at a redemption price equal to the principal amount thereof, without
premium, plus accrued interest to the redemption date.



                                                -25-
DOCSSF1:814341.3
                (b)    The Series 2005B Bonds maturing on or after September 2, 20__ shall be
subject to optional redemption as a whole or in part on any date on or after September 2, 20__, at
the option of the Issuer from any moneys deposited in the Redemption Fund from any source for
such purpose by the Issuer at a redemption price equal to the principal amount thereof, without
premium, plus accrued interest to the redemption date; provided, that the Issuer shall certify in
the Written Order delivered pursuant to Section 4.05 prior to such redemption that, after giving
effect to such redemption and any simultaneous redemption of the Series 2005A Bonds, the total
principal amount of Local Obligations remaining outstanding shall be equal to or greater than the
total principal amount of the Series 2005A Bonds remaining Outstanding.

                (c)     In the case of the optional redemption of any Outstanding Bonds, in
addition to the documents required by Section 4.05, the Issuer shall deliver a Written Order to
the Trustee stating its election to redeem Bonds, which such Written Order containing
redemption instructions shall be delivered to the Trustee at least forty-five (45) days prior to the
redemption date. In the event such Written Order containing redemption instructions is delivered
to the Trustee, the Issuer shall pay or cause to be paid to the Trustee on or prior to the date on
which the notice of redemption shall be given pursuant to Section 4.06 an amount which, in
addition to other moneys (including the amount, to be transferred from the Reserve Fund
pursuant to Sections 5.11 and 5.14(b) and amounts transferred to the Redemption Fund pursuant
to Section 5.06, if any, available therefor held by the Trustee will be sufficient to redeem on the
redemption date at the redemption price thereof, plus interest accrued and unpaid to the
redemption date, the Outstanding Bonds identified in Written Orders delivered pursuant to
Section 4.05; provided, that such amount may be delivered after such date and prior to the
redemption date if such Written Order requires the notice of redemption to state that such
redemption shall be conditioned upon the receipt of such funds.

                   SECTION 4.04. Mandatory Redemption of Bonds.

                   (a)   Series 2005A Bonds

                                 (i)    The Series 2005A Bonds maturing on September 2, 20__
                         are also subject to mandatory redemption in part by lot on September 2 in
                         each year commencing September 2, 20__ at the principal amount thereof
                         plus accrued interest thereon to the date fixed for redemption in
                         accordance with the following schedule:

                       Year                                     Redemption
                   (September 2)                                  Amount
                      20__                                       $
                     *20__

* Maturity

                                 (ii)   The Series 2005A Bonds maturing on September 2, 20__
                         are also subject to mandatory redemption in part by lot on September 2 in
                         each year commencing September 2, 20__ at the principal amount thereof



                                                -26-
DOCSSF1:814341.3
                         plus accrued interest thereon to the date fixed for redemption in
                         accordance with the following schedule:

                       Year                                      Redemption
                   (September 2)                                  Amount
                      20__                                        $
                      20__
                      20__
                      20__
                     *20__


* Maturity

                   (b)   Series 2005B Bonds

                                 The Series 2005B Bonds maturing on September 2, 20__ are also
                         subject to mandatory redemption in part by lot on September 2 in each
                         year commencing September 2, 20__ at the principal amount thereof plus
                         accrued interest thereon to the date fixed for redemption in accordance
                         with the following schedule:

                       Year                                      Redemption
                   (September 2)                                  Amount
                      20__                                        $
                      20__
                      20__
                      20__
                     *20__



* Maturity

                (c)    In the event that Bonds subject to mandatory redemption pursuant to this
Section are redeemed in part prior to their stated maturity date from any moneys other than
Principal Installments, the remaining Principal Installments for such Bonds shall be reduced
proportionately in each year remaining until and including the final maturity date of such Bonds.

                (d)    In the event the mandatory sinking fund redemption installments are paid
by the Bond Insurer pursuant to the Bond Insurance Policy, upon receipt of the moneys due, the
Trustee shall authenticate and deliver to affected Owners who surrender their Bonds a new Bond
or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond
surrendered. The Trustee shall designate any portion of payment of principal on Bonds paid by
the Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other
advancement of maturity, on its books as a reduction in the principal amount of Bonds registered
to the then current Owner, whether DTC or its nominee or otherwise, and shall issue a


                                                 -27-
DOCSSF1:814341.3
replacement Bond to the Bond Insurer, registered in the name of ____________________, in a
principal amount equal to the amount of principal so paid (without regard to authorized
denominations); provided that the Trustee’s failure to so designate any payment or issue any
replacement Bond shall have no effect on the amount of principal or interest payable by the
Issuer on any Bond or the subrogation rights of the Bond Insurer.

                SECTION 4.05. Redemption Instructions. In the event a portion, but not all, of
the Outstanding Bonds are to be redeemed pursuant to Section 4.02 or Section 4.03, the Trustee
shall select the amounts and maturities of Bonds for redemption in accordance with a Written
Order of the Issuer. Upon any prepayment of a Local Obligation or a determination to redeem
Bonds pursuant to Section 4.03, the City and the Issuer shall deliver to the Trustee and the Bond
Insurer at least forty-five (45) days prior to the redemption date the following:

                   (i)   A Written Order of the Issuer to the Trustee including the following items:

                      (A)    designation of the maturities, Series and amounts of Bonds to be
redeemed; provided, that except as necessary to meet the requirements of subsection (D) below,
the Series 2005A Bonds and the Series 2005B Bonds shall be redeemed pro rata (as nearly as
possible given minimum authorized denominations) in proportion to the total principal amount
Outstanding of each such Series at the time of redemption;

                       (B)    designation of the reduction, if any, in the Series 2005A Reserve
Requirement and/or the Series 2005B Reserve Requirement required pursuant to the Cash Flow
Certificate delivered pursuant to subsection (ii) below, resulting from such redemption;

                     (C)   the Deficit Bond Amount resulting from this redemption and the
cumulative Deficit Bond Amount, if different; and

                        (D)     a certification to the effect that after giving effect to this
redemption, the total principal amount of outstanding Local Obligations will be equal to or
greater than the total principal amount of Outstanding 2005A Bonds.

                (ii)    A Cash Flow Certificate certifying that the anticipated or scheduled
Revenues to be received from the Local Obligations will be sufficient in time and amount
(together with funds then held under the Amended and Restated Trust Agreement representing
payments under the Local Obligations and available therefore, but excluding amounts on deposit
in the Reserve Fund or earnings thereon) to make all remaining scheduled Principal Installments
with respect to, and interest on, the Outstanding Bonds after such redemptions. The Cash Flow
Certificate shall indicate the amount, if any, on deposit in the Series 2005B Reserve Fund which
shall be transferred to the Redemption Fund to redeem Bonds as provided in Sections 5.14(b)
and 6.02(d). For purposes of the Local Obligation Resolution, the amount funded in cash in the
Series 2005B Reserve Fund, less the amount, if any, necessary to pay any Deficit Bond Amount
in connection with such redemption, shall be the amount available to transfer to the Redemption
Fund. The Cash Flow Certificate shall specify the Deficit Bond Amount, if any, resulting from
such redemption (and if there is at the time of delivery of such Cash Flow Certificate an
outstanding Deficit Bond Amount, the Cash Flow Certificate shall specify the cumulative Deficit
Bond Amount). The Cash Flow Certificate shall indicate the amount which must be withdrawn


                                                 -28-
DOCSSF1:814341.3
from the Series 2005B Reserve Fund to redeem a portion of the Bonds pursuant to Section
5.14(b) provided, that such withdrawal shall not result in any reduction in the proportional
relationship between principal and interest remaining due on the Local Obligations and principal
and interest remaining due on the Bonds as existed prior to such redemption.

                 SECTION 4.06. Notice of Redemption. In the case of any redemption of Bonds,
the Trustee shall determine that it has in the Funds maintained pursuant to this Amended and
Restated Trust Agreement and available therefor sufficient moneys on hand to pay the principal
of, the interest on, and the redemption premium, if any, to make any such redemption. Subject to
receipt of the Written Order of the Issuer delivered pursuant to Section 4.05, if sufficient moneys
are available for such redemption, the Trustee shall give notice, as hereinafter in this section
provided, that Bonds, identified by CUSIP numbers, serial numbers and maturity date, have been
called for redemption and, in the case of Bonds to be redeemed in part only, the portion of the
principal amount thereof that has been called for redemption (or if all the Outstanding Bonds are
to be redeemed, so stating, in which event such serial numbers may be omitted), that they will be
due and payable on the date fixed for redemption (specifying such date) upon surrender thereof
at the Corporate Trust Office, at the redemption price (specifying such price), together with any
accrued interest to such date, and that all interest on the Bonds, or portions thereof, so to be
redeemed will cease to accrue on and after such date and that from and after such date such Bond
or such portion shall no longer be entitled to any lien, benefit or security under this Amended and
Restated Trust Agreement, and the Owner thereof shall have no rights in respect of such
redeemed Bond or such portion except to receive payment from such moneys of such redemption
price plus accrued interest to the date fixed for redemption.

                Such notice shall be mailed by first class mail, in a sealed envelope, postage
prepaid, at least thirty (30) but not more than sixty (60) days before the date fixed for
redemption, to the Information Services and to the Owners of such Bonds, or portions thereof, so
called for redemption, at their respective addresses as the same shall last appear on the Bond
Register. No notice of redemption need be given to the Owner of a Bond to be called for
redemption if such Owner waives notice thereof in writing, and such waiver is filed with the
Trustee prior to the redemption date. Neither the failure of an Owner to receive notice of
redemption of Bonds hereunder nor any error in such notice shall affect the validity of the
proceedings for the redemption of Bonds. Such notice may specify that it is conditional upon the
receipt of funds to pay the redemption price of the Bonds to be redeemed on or prior to the
redemption date and that if such funds are not available, the redemption will be canceled and
such Bonds shall remain Outstanding.

               At the time notice of redemption is given to the Owners, the Trustee shall send a
copy of the notice of redemption by facsimile, certified mail or overnight delivery to the
Securities Depositaries; provided, that failure to provide notice to the Securities Depositaries or
to the Information Services shall not affect the validity of proceedings for the redemption of any
Bonds.

                   SECTION 4.07. Selection of Bonds for Redemption.

              (a)     Whenever less than all the Outstanding Series 2005A Bonds of any one
Series and maturity are to be redeemed on any one date, the Trustee shall select the particular

                                               -29-
DOCSSF1:814341.3
Series 2005A Bonds to be redeemed by lot and in selecting the Bonds for redemption the Trustee
shall treat each Series 2005A Bond of a denomination of more than five thousand dollars
($5,000) as representing that number of Series 2005A Bonds of five thousand dollars ($5,000)
denomination which is obtained by dividing the principal amount of such Series 2005A Bond by
five thousand dollars ($5,000), and the portion of any Series 2005A Bond of a denomination of
more than five thousand dollars ($5,000) to be redeemed shall be redeemed in an Authorized
Denomination. The Trustee shall promptly notify the Issuer in writing of the numbers of the
Series 2005A Bonds so selected for redemption in whole or in part on such date.

                (b)     Whenever less than all the Outstanding Series 2005B Bonds of any one
Series and maturity are to be redeemed on any one date, the Trustee shall select the particular
Series 2005B Bonds to be redeemed by lot and in selecting the Bonds for redemption the Trustee
shall treat each Series 2005B Bond of a denomination of more than one thousand dollars
($1,000) as representing that number of Series 2005B Bonds of one thousand dollars ($1,000)
denomination which is obtained by dividing the principal amount of such Series 2005B Bond by
one thousand dollars ($1,000), and the portion of any Series 2005B Bond of a denomination of
more than one thousand dollars ($1,000) to be redeemed shall be redeemed in an Authorized
Denomination. The Trustee shall promptly notify the Issuer in writing of the numbers of the
Series 2005B Bonds so selected for redemption in whole or in part on such date.

               SECTION 4.08. Payment of Redeemed Bonds. If notice of redemption has been
given or waived as provided in Section 4.06, the Bonds or portions thereof called for redemption
shall be due and payable on the date fixed for redemption at the redemption price thereof,
together with accrued interest to the date fixed for redemption, upon presentation and surrender
of the Bonds to be redeemed at the office specified in the notice of redemption. If there shall be
called for redemption less than the full principal amount of a Bond, the Issuer shall execute and
deliver and the Trustee shall authenticate, upon surrender of such Bond, and without charge to
the Owner thereof, Bonds of like interest rate and maturity in an aggregate principal amount
equal to the unredeemed portion of the principal amount of the Bonds so surrendered in such
Authorized Denominations as shall be specified by the Owner.

                If any Bond or any portion thereof shall have been duly called for redemption and
payment of the redemption price, together with unpaid interest accrued to the date fixed for
redemption, shall have been made or provided for by the Issuer, then interest on such Bond or
such portion shall cease to accrue from such date, and from and after such date such Bond or
such portion shall no longer be entitled to any lien, benefit or security under this Amended and
Restated Trust Agreement, and the Owner thereof shall have no rights in respect of such Bond or
such portion except to receive payment of such redemption price, and unpaid interest accrued to
the date fixed for redemption.

               SECTION 4.09. Purchase in Lieu of Redemption. In lieu of redemption of any
Bond pursuant to the provisions of Sections 4.02, 4.03 or 4.04 hereof and after complying with
Section 4.05 hereof, amounts on deposit in the Principal Fund or in the Redemption Fund may
also be used and withdrawn by the Trustee at any time prior to selection of Bonds for redemption
having taken place with respect to such amounts, upon a Written Order for the purchase of such
Bonds at public or private sale as and when and at such prices (including brokerage and other
charges, but excluding accrued interest, which is payable from the Interest Fund) as the Issuer

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may in its discretion determine, but not in excess of the redemption price thereof plus accrued
interest to the purchase date. All Bonds so purchased shall be delivered to the Trustee for
cancellation. Upon any purchase of Term Bonds, an amount equal to the aggregate principal
amount of Term Bonds so purchased shall be credited towards a part or all of any one or more
Mandatory Sinking Fund Installments for such Term Bonds in the same manner as if redeemed
pursuant to Sections 4.02, 4.03 or 4.04 hereof, as applicable, and all Term Bonds so purchased
shall be delivered to the Trustee for cancellation. The portion of any such Mandatory Sinking
Fund Installments remaining after the deduction of any such amounts credited toward the same
(or the original amount of any such Mandatory Sinking Fund Installment if no such amounts
shall have been credited toward the same) shall constitute the unsatisfied balance of such
Mandatory Sinking Fund Installment for the purpose of the calculation of Mandatory Sinking
Fund Installments due on any future date.

                                           ARTICLE V

                             REVENUES AND FUNDS FOR BONDS

               SECTION 5.01. Establishment of Funds. There is hereby established with the
Trustee, and the Trustee hereby agrees to maintain, the following special trust funds for the
Bonds, which the Trustee shall keep separate and apart from all other funds and moneys held by
it: the Revenue Fund, the Series 2005A Interest Fund, the Series 2005A Principal Fund, the
Series 2005A Reserve Fund, the Series 2005B Interest Fund, the Series 2005B Principal Fund,
the Series 2005B Reserve Fund, the Redemption Fund, the Expense Fund, the Capital
Improvement Fund, the Obligation Fund and the Rebate Fund.

                SECTION 5.02. Deposit of Proceeds of Bonds and Other Funds. The Trustee
shall apply the new proceeds (principal amount of the Bonds, less original issue discount, less
Underwriter’s Discount, less bond insurance premium and reserve policy premium) received
from the sale of the Bonds in an amount of $_____________ as follows:

                   (a)   The Trustee shall deposit the sum of $_____________ in the Series 2005B
Reserve Fund;

              (b)     The Trustee shall apply the sum of $_____________ to pay a portion of
the redemption price of the Prior Bonds on _______________, 2005; and

               (c)   The Trustee shall deposit the sum of $_____________ in the Expense
Fund for the payment of costs of issuance for the Bonds.

               The Trustee shall also apply the amounts of $_____________ and
$_____________ remaining in the Reserve Fund and the Redemption Fund, respectively, of the
Prior Bonds to pay a portion of the redemption price of the Prior Bonds on _______________,
2005.

              SECTION 5.03. Capital Improvement Fund. The Trustee shall establish and
maintain a fund to be designated the Capital Improvement Fund. Amounts in the Capital
Improvement Fund shall be withdrawn by the Trustee and transferred to or upon the order of the
Local Agency for the purpose of paying the cost of public capital improvements (as defined in

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the Act) upon receipt of one or more sequentially numbered written requisitions of the City
stating the following:

                   (i)    the amount, purpose and payee of the payment;

                   (ii)   that the payment is for a public capital improvement as defined in the Act;
and

               (iii) that the payment is for a cost which has not been previously paid for from
the Capital Improvement Fund (costs of a public capital improvement may include the payment
of lease payments for the use and possession of a public capital improvement).

                   SECTION 5.04. Obligation Fund.

               (a)     All Local Obligations shall be held in the Obligation Fund, which the
Trustee is hereby directed to establish and maintain.

               (b)    The City further covenants that it will not cause any Local Obligation to
be refunded (in whole or in part) unless at the time of such refunding no Bonds will be
Outstanding hereunder.

                   SECTION 5.05. Covenant Respecting Redemption Funds for the Local
Obligations.

                (a)     The City expressly acknowledges that, pursuant to the Local Obligation
Statute and the Local Obligation Resolutions pursuant to which the Local Obligations were
issued by the City and sold to the Issuer, the City is legally obligated to establish and maintain a
separate redemption fund for the Local Obligations (the “Local Obligation Redemption Fund”)
which, for the Local Obligations, is held by the Treasurer of the City under the Local Obligation
Resolutions and, so long as any part of the Local Obligations remains outstanding, to deposit into
the Local Obligation Redemption Fund, upon receipt, any and all Local Obligation Revenues
received by the City. The City further acknowledges that, pursuant to the Local Obligation
Statute and the Local Obligation Resolutions, no temporary loan or other use whatsoever may be
made of the Local Obligation Revenues, and the Local Obligation Redemption Fund constitutes
a trust fund for the benefit of the owners of the Local Obligations.

              (b)     The City hereby covenants for the benefit of the Issuer, as owner of the
Local Obligations, the Trustee, as assignee of the Issuer with respect to the Local Obligations,
the Bond Insurer and the Owners from time to time of the Bonds, that it will establish, maintain
and administer the Local Obligation Redemption Fund and the Local Obligation Revenues in
accordance with their status as trust funds as prescribed by the Local Obligation Statute, the
Local Obligation Resolutions, and this Amended and Restated Trust Agreement.

                (c)     The City further covenants that, no later than ten (10) Business Days prior
to each Interest Payment Date and Principal Payment Date on the Bonds, the City will advance
to the Trustee against payment on the Local Obligations, as assignee of the Issuer with respect to
the Local Obligations, the interest due on the Local Obligations on such Interest Payment Date
and the principal of all Local Obligations maturing on such Principal Payment date, respectively,

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and upon receipt by the Trustee, such amounts shall constitute Revenues. The Trustee shall
provide written notice to the Issuer no later than February 1 and August 1 of each year during
which the Bonds remain outstanding specifying the amount required to be paid to the Trustee
pursuant to this subsection 5.05(c) in each such month.

                SECTION 5.06. Deficit Share Payments. Upon any optional redemption of the
Bonds as a result of Property Owner Prepayments, the Cash Flow Certificate delivered pursuant
to Section 4.05 shall specify the Deficit Bond Amount. The City may, at its option, transfer to
the Trustee for deposit in the Redemption Fund, from Legally Available Funds, all or any portion
of the Deficit Bond Amount. If such transfer is made, the Cash Flow Certificate and Redemption
Instructions pursuant to Section 4.05 shall be revised to reflect such transfer. Any such transfer
shall be applied to the redemption of Bonds pursuant to Section 4.02. Until such time as the
Deficit Bond Amount is zero, the City shall pay to the Trustee, on or before March 2 and
September 2 in each Bond Year, an amount equal to the portion of the Deficit Share related to
the debt service on the Bonds payable on each such date. If for any reasons said amount equal to
the portion of the Deficit Share is not paid, the City shall pay the Deficit Share from any Legally
Available Funds which are hereby pledged (subject to any prior liens or encumbrances) to the
payment of the Deficit Share.

                   SECTION 5.07. Revenues Derived From Property Owner Prepayments.

                (a)    The City and the Issuer acknowledge that the Local Obligation Statute
requires that amounts received by the City on account of Property Owner Prepayments shall be
utilized, in accordance with the Local Obligation Statute, for the sole purpose of prior
redemption of Local Obligations and not to pay current, scheduled debt service payments on the
Local Obligations. Correspondingly, in order to maintain a proper matching between debt
service payments on the Local Obligations and debt service payments on the Bonds, it is a
requirement of this Amended and Restated Trust Agreement that Revenues received by the
Trustee which constituted Property Owner Prepayments when received by the City shall be
utilized by the Trustee pursuant to Section 4.02 and this Section 5.07.

                (b)     The Issuer hereby covenants for the benefit of the Bond Insurer and
Owners that, as to each separate date upon which Bonds are to be redeemed from the proceeds of
Property Owner Prepayments, the Written Orders of the Issuer required pursuant to Section 4.05
shall, as nearly as possible (taking into account the minimum denominations of such bonds and
the requirements of Section 4.05(ii) and any payment of a Deficit Bond Amount pursuant to
Section 5.06), apply such Property Owner Prepayments to the redemption of Bonds.

               (c)    All Revenues derived from Property Owner Prepayments (except the
portion of such Revenues relating to accrued interest, which shall be deposited in the Revenue
Fund) received by the Trustee shall be immediately deposited in the Redemption Fund to be used
to redeem Bonds pursuant to Section 4.02.

               SECTION 5.08. Revenue Fund. All Revenues, other than Revenues derived from
Property Owner Prepayments (which shall be identified in writing to the Trustee by the City and
deposited in the Redemption Fund and administered in accordance with Section 5.07(c)),
received by the Trustee shall be deposited by the Trustee into the Revenue Fund. Not later than


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DOCSSF1:814341.3
five (5) Business Days prior to each Interest Payment Date and Principal Payment Date on the
Bonds, the Trustee shall transfer Revenues from the Revenue Fund, in the amounts specified in
Sections 5.09 through 5.15 hereof, for deposit into the respective funds specified therein in the
order of priority set forth, the requirements of each fund to be fully satisfied, leaving no
deficiencies therein, prior to any deposit into any fund later in priority.

                SECTION 5.09. Series 2005A Interest Fund. The Trustee shall deposit in the
Series 2005A Interest Fund before each Interest Payment Date from the Revenue Fund an
amount of Revenues which together with any amounts then on deposit in the Series 2005A
Interest Fund is equal to the interest on the Series 2005A Bonds due on such date. On each
Interest Payment Date, the Trustee shall pay the interest due and payable on the Series 2005A
Bonds on such date from the Series 2005A Interest Fund. All amounts in the Series 2005A
Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying
interest on the Series 2005A Bonds as it shall become due and payable.

                SECTION 5.10. Series 2005A Principal Fund. Having first satisfied the
requirements of the foregoing Section 5.09, the Trustee shall next deposit in the Series 2005A
Principal Fund before each Principal Payment Date from the Revenue Fund an amount of
Revenues which together with any amounts then on deposit in the Series 2005A Principal Fund
(other than amounts previously deposited on account of any Bonds which have matured but
which have not been presented for payment), is sufficient to pay the Principal Installments on the
Series 2005A Bonds when due on such Principal Payment Date. The Trustee shall pay the
Principal Installments when due upon presentation and surrender of the subject Series 2005A
Bonds.

                SECTION 5.11. Series 2005A Reserve Fund. The Trustee shall deposit in the
Series 2005A Reserve Fund the Reserve Policy. All amounts available under the Reserve Policy
shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on or the
principal or the redemption premiums, if any, of, the Series 2005A Bonds; but solely in the event
that insufficient moneys are available in the Series 2005A Interest Fund, the Series 2005A
Principal Fund, or the Redemption Fund for such purpose. Having first satisfied the
requirements of the foregoing Sections 5.09 and 5.10, the Trustee shall next deposit in the Series
2005A Reserve Fund an amount of Revenues which, together with the amount of the Reserve
Policy and any other amounts on deposit in the Series 2005A Reserve Fund, equal the Series
2005A Reserve Requirement. Such amounts shall be applied in the following order of priority:
first, to reimburse the Bond Insurer pursuant to Section 14.01 for any principal draws on the
Reserve Policy, provided, that such reimbursement shall result in reinstatement of the Reserve
Policy in the amount of such reimbursement; second, to add to the amount of cash on deposit in
the Series 2005A Reserve Fund such that the amount of such cash, plus the amount available
under the Reserve Policy, is equal to the Series 2005A Reserve Requirement; and third to the
payment of any other amounts owing to the Bond insurer pursuant to Section 13.09.

               SECTION 5.12. Series 2005B Interest Fund. Having first satisfied the
requirements of the foregoing Sections 5.09, 5.10, and 5.11, the Trustee shall next deposit in the
Series 2005B Interest Fund before each Interest Payment Date from the Revenue Fund an
amount of Revenues which together with any amounts then on deposit in said Series 2005B
Interest Fund is equal to the interest on the Series 2005B Bonds due on such date. On each

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Interest Payment Date, the Trustee shall pay the interest due and payable on the Series 2005B
Bonds on such date from the Interest Fund. All amounts in the Series 2005B Interest Fund shall
be used and withdrawn by the Trustee solely for the purpose of paying interest on the Series
2005B Bonds as it shall become due and payable.

               SECTION 5.13. Series 2005B Principal Fund. Having first satisfied the
requirements of the foregoing Sections 5.09, 5.10, 5.11 and 5.12, the Trustee shall next deposit in
the Series 2005B Principal Fund before each Principal Payment Date from the Revenue Fund an
amount of Revenues which together with any amounts then on deposit in the Series 2005B
Principal Fund (other than amounts previously deposited on account of any Bonds which have
matured but which have not been presented for payment), is sufficient to pay the Principal
Installments on the Series 2005B Bonds when due on such Principal Payment Date. The Trustee
shall pay the Principal Installments when due upon presentation and surrender of the subject
Series 2005B Bonds.

                   SECTION 5.14. Series 2005B Reserve Fund.

                (a)     The Trustee shall deposit in the Series 2005B Reserve Fund the amount
transferred to the Series 2005B Reserve Fund pursuant to Section 5.02. Except as provided in
subsection (b) (c), and (d) below, all moneys in the Series 2005B Reserve Fund shall be used and
withdrawn by the Trustee solely for the purpose of paying the interest on or the principal or the
redemption premiums, if any, of, the Series 2005B Bonds; but solely in the event that insufficient
moneys are available in the Series 2005B Interest Fund, the Series 2005B Principal Fund, or the
Redemption Fund for such purpose. Having first satisfied the requirements of the foregoing
Sections 5.09, 5.10, 5.11, 5.12 and 5.13, the Trustee shall next deposit in the Series 2005B
Reserve Fund an amount of Revenues which, together with any amounts on deposit in the Series
2005B Reserve Fund, equal the Series 2005B Reserve Requirement.

                 (b)    Upon any partial redemption of the Series 2005B Bonds pursuant to
Sections 4.02, 4.03 or 4.04, the Trustee shall withdraw an amount from the Series 2005B
Reserve Fund equal to the reduction in the Series 2005B Reserve Requirement specified in the
Written Order of the Issuer delivered in connection with such redemption pursuant to Section
4.05 and transfer such amount to the Redemption Fund; provided, that such withdrawal, if any,
shall not exceed the amount of cash on deposit in the Series 2005B Reserve Fund. In the event
of a redemption of Local Obligations resulting from a Property Owner Prepayment, the Trustee
shall transfer to the Redemption Fund from any cash on deposit in the Series 2005B Reserve
Fund an amount equal to the amount specified in such Written Order. The Series 2005B Reserve
Requirement shall be reduced by the amount of such transfer. The Trustee shall notify the City
of such amounts to be transferred.

             (c)     Except as provided in Section 6.02(d), the Trustee shall retain in the Series
2005B Reserve Fund all earnings on cash amounts on deposit in the Series 2005B Reserve Fund
which amounts shall be applied as provided in subsections (a) and (d) of this Section 5.14.

                (d)    On or before each February 15 and August 15 the Trustee shall withdraw
from the 2005B Reserve Fund and transfer to the Redemption Fund an amount (not exceeding
the positive difference, if any, between the amount on deposit in the 2005B Reserve Fund and


                                               -35-
DOCSSF1:814341.3
the 2005B Reserve Requirement) equal to the Deficit Bond Amount as specified in the most
recent Written Order delivered to the Trustee pursuant to Section 4.05 and shall apply the
amount so transferred to the redemption of Bonds on the next succeeding March 2 or September
2, as the case may be. Upon such transfer, the Issuer shall specify in a Written Order the
amounts, Series and maturities of Bonds to be redeemed; provided that the requirements of
Section 4.05 are met.

              (e)     Notwithstanding any other provision hereof, the failure to maintain an
amount in the Series 2005B Reserve Fund equal to the Series 2005B Reserve Requirement shall
not be an Event of Default hereunder.

                SECTION 5.15. Expense Fund. The Trustee shall deposit in the Expense Fund
the amount transferred to the Expense Fund pursuant to Section 5.02 for payment of the costs of
issuance of the Bonds. In addition, having first satisfied the requirements of the foregoing
Sections 5.09, 5.10, 5.11, 5.12, 5.13 and 5.14, the Trustee shall next deposit in the Expense Fund
from Revenues an amount specified in a Written Order of the Issuer delivered pursuant to this
Section 5.15. The Issuer shall deliver to the Trustee within thirty (30) days after the beginning of
each Fiscal Year a Written Order specifying the amount of Expenses it anticipates will be
required to be paid in such Fiscal Year. The Issuer may amend such Written Order at any time
during the Fiscal Year by filing a new Written Order with the Trustee which shall supersede all
previously filed Written Orders with respect to Expenses. Amounts in the Expense Fund shall be
applied by the Trustee to the payment of Expenses upon receipt of a Requisition of the Issuer
stating the Person to whom payment is to be made, the amount and purpose of the payment and
that (i) such payment is a proper charge against the Expense Fund, and (ii) such payment has not
been previously paid from the Expense Fund. Any amounts remaining in the Expense Fund on
the last day of each Fiscal Year shall be retained in the Expense Fund unless the Issuer delivers a
Written Order to the Trustee requesting that such amounts be transferred to the City. Any
amounts so transferred shall be subject to the provisions of Section 5.16.

                SECTION 5.16. Transfer to Capital Improvement Fund. Having first satisfied the
requirements of the foregoing Sections 5.09, 5.10, 5.11, 5.12, 5.13, 5.14 and 5.15, the Trustee
shall transfer any remaining amount in the Revenue Fund to the Capital Improvement Fund.

                   SECTION 5.17. Redemption Fund.

                (a)    All moneys held in or transferred to the Redemption Fund pursuant to
Sections 5.06, 5.07, 5.14 and 6.02(c) shall be used for the purpose of redeeming or purchasing all
or a portion of the Outstanding Bonds pursuant to Section 4.02.

              (b)     The Trustee shall use amounts in the Redemption Fund for the payment of
the redemption price of Bonds called for redemption pursuant to Section 4.02 or the purchase
price of Bonds purchased pursuant to Section 4.09, together with accrued interest to the
redemption or purchase date.

               SECTION 5.18. Rebate Fund. The Trustee agrees to establish and maintain a
fund separate from any other fund established and maintained hereunder designated the Rebate
Fund. The Trustee shall deposit in the Rebate Fund, from funds made available by the Issuer, the


                                               -36-
DOCSSF1:814341.3
Rebate Requirement, all in accordance with Rebate Instructions received from the Issuer. The
Trustee will apply moneys held in the Rebate Fund as provided in Section 7.04 hereof and
according to instructions provided by the Issuer. Subject to the provisions of Section 7.04,
moneys held in the Rebate Fund are hereby pledged to secure payments to the United States of
America. The Issuer and the Owners will have no rights in or claim to such moneys. The
Trustee will invest all amounts held in the Rebate Fund in Investment Securities as directed in
writing by the Issuer and all investment earnings with respect thereto shall be deposited in the
Rebate Fund.

                 Upon receipt of the Rebate Instructions required by the Tax Certificate to be
delivered to the Trustee, the Trustee will remit part or all of the balance held in the Rebate Fund
to the United States of America as so directed. In addition, if the Rebate Instructions so direct,
the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such
accounts or funds as the Rebate Instructions shall direct. The Trustee shall be deemed
conclusively to have complied with such provisions if it follows the written directions of the
Issuer including supplying all necessary information in the manner provided in the Tax
Certificate to the extent such information is reasonably available to the Trustee, and shall have
no liability or responsibility to monitor or enforce compliance by the Issuer with the terms of the
Tax Certificate.

                The Trustee shall have no obligation to rebate any amounts required to be rebated
pursuant to this Section, other than from moneys held in the Rebate Fund or from other moneys
provided to it by the Issuer. The Trustee shall not be responsible for computing the Rebate
Requirement. Computations of the Rebate Requirement shall be furnished to the Trustee or on
behalf of the Issuer in accordance with the Tax Certificate.

               Notwithstanding any other provision of this Amended and Restated Trust
Agreement, including in particular Article XII hereof pertaining to defeasance, the obligation to
remit the rebate amounts to the United States and to comply with all other requirements of this
Section, and the Tax Certificate shall survive the defeasance or payment in full of the Bonds.

                                          ARTICLE VI

                        SECURITY FOR AND INVESTMENT OF MONEYS

               SECTION 6.01. Security. All moneys required to be deposited with or paid to the
Trustee in any of the Funds (other than the Rebate Fund) referred to in any provision of this
Amended and Restated Trust Agreement shall be held by the Trustee in trust, and except for
moneys held for the payment or redemption of Bonds or the payment of interest on Bonds
pursuant to Section 12.03, shall, while held by the Trustee, constitute part of the Trust Estate and
shall be subject to the lien and pledge created hereby.

                   SECTION 6.02. Investment of Funds.

                (a)    So long as the Bonds are Outstanding and there is no default hereunder,
moneys on deposit to the credit of the Redemption Fund, the Revenue Fund, the Series 2005A
Interest Fund, the Series 2005A Principal Fund, the Series 2005A Reserve Fund, the Series


                                               -37-
DOCSSF1:814341.3
2005B Interest Fund, the Series 2005B Principal Fund, the Series 2005B Reserve Fund, the
Capital Improvement Fund and all accounts within such funds (other than amounts invested in
Local Obligations) shall, at the request of an Authorized Officer of the Issuer, which shall be in
writing at least two (2) Business Days prior to the date of investment, specifying and directing
that such investment of such funds be made, be invested by the Trustee in Investment Securities
having maturities or otherwise providing for availability of funds when needed for purposes of
this Amended and Restated Trust Agreement, and moneys held in the Rebate Fund shall, at the
request of an Authorized Officer of the Issuer, which shall be confirmed in writing at least two
(2) Business Days prior to the date of investment, specifying and directing that such investment
of such funds be made, be invested by the Trustee in Government Obligations having maturities
or otherwise providing for availability of funds when needed for purposes of this Amended and
Restated Trust Agreement, and the Trustee shall be entitled to rely on such instructions for
purposes of this Section. The Trustee shall notify the Issuer in writing no less than five (5)
Business Days prior to the date moneys held hereunder will be available for investment. The
Authorized Officer of the Issuer, in issuing such written instructions, shall comply with the
provisions of the Tax Certificate. In the absence of written instructions from the Authorized
Officer of the Issuer regarding investment, such funds shall be invested in investments described
in clause (7) of the definition of Investment Securities. The Trustee or any of its affiliates may
act as principal or agent in the acquisition or disposition of investments.

                (b)     Notwithstanding anything to the contrary contained in this Amended and
Restated Trust Agreement, an amount of interest received with respect to any Investment
Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such
Investment Security shall be credited to the Fund (or account) from which such accrued interest
was paid. The Trustee shall not be responsible for any losses or consequences of any investment
if it follows such instructions in good faith.

               The securities purchased with the moneys in each such Fund shall be deemed a
part of such Fund. If at any time it shall become necessary or appropriate that some or all of the
securities purchased with the moneys in any such Fund be redeemed or sold in order to raise
moneys necessary to comply with the provisions of the Amended and Restated Trust Agreement,
the Trustee shall effect such redemption or sale, employing, in the case of a sale, any
commercially reasonable method of effecting the same. The Trustee shall not be liable or
responsible for any consequences resulting from any such investment or resulting from the
redemption, sale or maturity of any such investment as authorized pursuant to this Section. The
Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other
applicable regulatory entity grant the Issuer the right to receive brokerage confirmations of
security transactions as they occur, the Issuer specifically waives receipt of such confirmations to
the extent permitted by law. The Trustee will furnish the Issuer monthly cash transaction
statements which include detail for all investment transactions made by the Trustee hereunder.

              Investments in the Revenue Fund, the Series 2005A Interest Fund, the Series
2005A Principal Fund, the Series 2005A Reserve Fund, the Series 2005B Interest Fund, the
Series 2005B Principal Fund, the Series 2005B Reserve Fund, the Capital Improvement Fund
and the Redemption Fund, may be commingled for purposes of making, holding and disposing of
investments, notwithstanding provisions herein for transfer to or holding in particular Funds
amounts received or held by the Trustee; provided, that the Trustee shall at all times account for

                                                -38-
DOCSSF1:814341.3
such investments strictly in accordance with the Funds to which they are credited and otherwise
as provided in the Amended and Restated Trust Agreement.

                (c)    Except as provided in this subsection (c), all earnings on the investment of
the moneys on deposit in any fund shall remain a part of such fund. Amounts on deposit in the
Series 2005A Reserve Fund in excess of the Series 2005A Reserve Requirement shall be held in
the Series 2005A Reserve Fund until each February 15 and August 15, respectively, and shall be
applied as directed in Section 5.11; provided, that on each August 15, after making any transfer
to the Redemption Fund on such date as required by Section 5.11, any remaining amounts on
deposit in said 2005A Reserve Fund in excess of the Series 2005A Reserve Requirement first to
reimbursement of Policy Costs shall be transferred to the City for deposit in the redemption
funds for the Local Obligations in proportion to the aggregate amount of each series of Local
Obligations held by the Trustee hereunder.

                (d)    Except as provided in this subsection (d), all earnings on the investment of
the moneys on deposit in any fund shall remain a part of such fund. Amounts on deposit in the
Series 2005B Reserve Fund in excess of the Series 2005B Reserve Requirement shall be held in
the Series 2005B Reserve Fund until each February 15 and August 15, respectively, and shall be
applied as directed in Section 5.14(d); provided that on each August 15, after making any
transfer to the Redemption Fund on such date as required by Section 5.14(d), any remaining
amounts on deposit in said Series 2005B Reserve Fund in excess of the Series 2005B Reserve
Requirement shall be transferred to the City for deposit in the redemption funds for the Local
Obligations in proportion to the aggregate amount of each series of Local Obligations held by the
Trustee hereunder.

                                          ARTICLE VII

                       COVENANTS OF THE ISSUER AND THE CITY

                SECTION 7.01. Payment of Bonds; No Encumbrances. The Issuer shall cause
the Trustee to promptly pay, from Revenues and other funds derived from the Trust Estate
pledged hereunder, the principal of and redemption premium, if any, on and the interest on every
Bond issued under and secured by this Amended and Restated Trust Agreement at the place, on
the dates and in the manner specified in this Amended and Restated Trust Agreement and in such
Bonds according to the true intent and meaning thereof. The Issuer shall not issue any bonds,
notes or other evidences of indebtedness or incur any obligations payable from or secured by the
Trust Estate, other than the Bonds.

                SECTION 7.02. Enforcement and Amendment of Obligations. The City, the
Issuer and Trustee shall enforce all of their rights with respect to the Local Obligations to the
fullest extent necessary to preserve the rights and protect the security of the Bond Insurer and the
Owners under this Amended and Restated Trust Agreement.

              The City, the Issuer and the Trustee may, without the consent of or notice to the
Owners, but with the consent of the Bond Insurer, consent to any amendment, change or
modification of any Local Obligation that may be required (a) to conform to the provisions of
this Amended and Restated Trust Agreement (including any modifications or changes contained


                                                -39-
DOCSSF1:814341.3
in any Supplemental Trust Agreement), (b) for the purpose of curing any ambiguity or
inconsistency or formal defect or omission, (c) so as to add additional rights acquired in
accordance with the provisions of such Local Obligation, (d) in connection with any other
change therein which is not to the material prejudice of the Trustee or the Owners of the Bonds
pursuant to an Opinion of Bond Counsel, (e) in the Opinion of Bond Counsel, to preserve or
assure the exemption of interest on the Local Obligation or the Bonds from federal income taxes
or the exemption from California personal income tax.

                Except for amendments, changes or modifications provided for in the preceding
paragraph, neither the City, the Issuer nor the Trustee shall consent to any amendment, change or
modification of any Local Obligation without the consent of the Bond Insurer and the mailing of
notice and the written approval or consent of the Owners of not less than a majority in aggregate
principal amount of the Bonds at the time Outstanding given and procured as in this Section
provided. If at any time the Issuer and the City, as the case may be, shall request the consent of
the Trustee to any such proposed amendment, change or modification of a Local Obligation, the
Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of
such proposed amendment, change or modification to be mailed in the same manner as provided
by Section 15.03 hereof. Such notice shall briefly set forth the nature of such proposed
amendment, change or modification and shall state that copies of the instrument embodying the
same are on file with the Trustee for inspection by all Owners. Nothing contained in this Section
shall be construed to prevent the Trustee, with the consent of the Issuer and the Bond Insurer,
from settling a default under any Local Obligation on such terms as the Trustee may determine to
be in the best interests of the Owners.

                SECTION 7.03. Further Documents. The Issuer covenants that it will from time
to time execute and deliver such further instruments and take such further action as may be
reasonable and as may be required to carry out the purpose of this Amended and Restated Trust
Agreement; provided, that no such instruments or actions shall pledge the faith and credit or the
taxing power of the State or any political subdivision of the State. The Issuer covenants and
agrees to take such action as is necessary from time to time to perfect or otherwise preserve the
priority of the pledge of Trust Estate under applicable law.

                   SECTION 7.04. Tax Covenants.

                (a)     The Issuer and the City will not take any action, or fail to take any action,
if any such action or failure to take action would adversely affect the exclusion from gross
income of interest on the Bonds under Section 103 of the Code. The Issuer and the City will not
directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the
Issuer or take or omit to take any action that would cause the Bonds to be “private activity
bonds” within the meaning of Section 141(a) of the Code or obligations which are “federally
guaranteed” within the meaning of Section 149(b) of the Code. The Issuer will not allow ten
percent (10%) or more of the proceeds of the Bonds to be used in the trade or business of any
nongovernmental units and will not lend five percent (5%) or more of the proceeds of the Bonds
to any nongovernmental units.

              (b)     The Issuer and the City will not directly or indirectly use or permit the use
of any proceeds of the Bonds or any other funds of the Issuer or take or omit to take any action

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that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the
Code. To that end, the Issuer and the City will comply with all requirements of Section 148 of
the Code to the extent applicable to the Bonds. In the event that at any time the Issuer is of the
opinion that for purposes of this Section it is necessary to restrict or to limit the yield on the
investment of any moneys held by the Trustee hereunder, the Issuer will so instruct the Trustee
in writing, and the Trustee will take such actions as directed by such instructions.

               (c)    The Issuer will pay or cause to be paid the Rebate Requirement as
provided in the Tax Certificate. This covenant shall survive payment in full or defeasance of the
Bonds. The Issuer will cause the Rebate Requirement to be deposited in the Rebate Fund as
provided in the Tax Certificate (which is incorporated herein by reference).

                The Trustee will conclusively be deemed to have complied with the provisions of
this Section including the provisions of the Tax Certificate if it follows the directions of the
Issuer set forth in the Tax Certificate and the Rebate Instructions and shall not be required to take
any actions hereunder in the absence of Rebate Instructions from the Issuer.

                (d)    Notwithstanding any provision of this Section, if the Issuer shall provide
to the Trustee an Opinion of Bond Counsel that any specified action required under this Section
is no longer required or that some further or different action is required to maintain the exclusion
from gross income for federal income tax purposes of interest with respect to the Bonds, the
Trustee and the Issuer may conclusively rely on such Opinion in complying with the
requirements of this Section, and the covenants hereunder shall be deemed to be modified to that
extent.

                   (e)   The provisions of this Section 7.04 shall survive the defeasance of the
Bonds.

              SECTION 7.05. Maintenance of Existence. The Issuer shall maintain the
existence, powers and authority of the Issuer as a joint powers authority under California law.

                 SECTION 7.06. Continuing Disclosure. The City and the Trustee hereby
covenant and agree that they will comply with and carry out all of their respective obligations
under the Continuing Disclosure Agreement. Any provisions of the Continuing Disclosure
Agreement may, however, be modified or waived only if there is filed with the Trustee, and the
City an Opinion of Bond Counsel to the effect that such modification or waiver will not, in and
of itself, cause the undertakings in the Continuing Disclosure Agreement to no longer satisfy the
requirements of Securities Exchange Commission Rule 15c2-12(b)(5). Notwithstanding any
other provision of this Amended and Restated Trust Agreement, failure of the City or the Trustee
to comply with the Continuing Disclosure Agreement shall not be considered an Event of
Default and shall not be deemed to create any monetary liability on the part of the City or the
Trustee to any other persons, including Owners; however, any Owner or beneficial owner of the
Bonds or the Trustee, at the written request of the Owners of at least 25% aggregate principal
amount in Outstanding Bonds, the Trustee shall, but only to the extent funds or other indemnity
in an amount satisfactory to the Trustee have been provided to it to hold the Trustee harmless
from any loss, cost, liability or expenses and additional charges of the Trustee and fees and
expenses of its attorneys, take such actions as may be necessary and appropriate, including


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seeking mandate or specific performance by court order, to cause the City or the Trustee, as the
case may be, to comply with its obligations under this Section 7.06.

                   SECTION 7.07. Reserved.

               SECTION 7.08. No additional assessment indebtedness. The City hereby
covenants that it will not issue or incur any additional bonds or other indebtedness payable from
the assessments securing the Local Obligations.

                                           ARTICLE VIII

                                   DEFAULTS AND REMEDIES

              SECTION 8.01. Events of Default. The following shall constitute “Events of
Default” hereunder:

                   (a)   if payment of interest on the Bonds shall not be made when due; or

              (b)    if payment of any Principal Installment shall not be made when due and
payable, whether at maturity, by proceedings for redemption, or otherwise; or

                (c)     if the Issuer or the City shall fail to observe or perform in any material
way any other agreement, condition, covenant or term contained in this Amended and Restated
Trust Agreement on its part to be performed, and such failure shall continue for thirty (30) days
after written notice specifying such failure and requiring the same to be remedied shall have been
given to the Issuer or the City, as the case may be, by the Trustee, the Bond Insurer or by the
Owner(s) of not less than twenty-five percent (25%) in aggregate principal amount of each Series
of the Bonds Outstanding with the consent of the Bond Insurer, provided, that if such default be
such that it cannot be corrected within the applicable period, it shall not constitute an Event of
Default if corrective action is instituted by the Issuer or the City within the applicable period and
diligently pursued until the default is corrected.

                SECTION 8.02. Proceedings by Trustee; No Acceleration. Upon the happening
and continuance of any Event of Default the Trustee in its discretion may, with the Bond
Insurer’s consent and shall, at the Bond Insurer’s direction or at the written request of the
Owners of not less than twenty-five percent (25%) in aggregate principal amount of each Series
of Bonds Outstanding shall with the consent of the Bond Insurer (but only if indemnified to its
satisfaction from any liability, expenses or costs), do the following:

                (a)     by mandamus, or other suit, action or proceeding at law or in equity,
enforce all rights of the Owners, including the right to receive and collect the Revenues;

                   (b)   bring suit upon or otherwise enforce any defaulting Local Obligation;

                (c)      by action or suit in equity enjoin any acts or things which may be unlawful
or in violation of the rights of the Owners;



                                                -42-
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               (d)     as a matter of right, have a receiver or receivers appointed for the Trust
Estate and of the earnings, income, issues, products, profits and revenues thereof pending such
proceedings, with such powers as the court making such appointment shall confer; and

                (e)    take such action with respect to any and all Obligations or Investment
Securities as the Trustee shall deem necessary and appropriate, subject to Section 8.04 and to the
terms of such Obligations or Investment Securities.

               The Trustee shall have no right to declare the principal of all of the Bonds then
Outstanding, or the interest accrued thereon, to be due and payable immediately.
Notwithstanding any other provision hereof, an Event of Default which only affects the Series
2005B Bonds shall not be treated as an Event of Default with respect to the Series 2005A Bonds
and the Trustee shall not take any action hereunder with respect to such Event of Default which
would materially adversely affect the rights of the holders of the Series 2005A Bonds or the
Bond Insurer.

               SECTION 8.03. Effect of Discontinuance or Abandonment. In case any
proceeding taken by the Trustee on account of any default shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Trustee, then and in
every such case the Trustee, the Bond Insurer and the Owners shall be restored to their former
positions and rights under this Amended and Restated Trust Agreement, respectively, and all
rights, remedies and powers of the Trustee shall continue as though no such proceeding had been
taken.

                SECTION 8.04. Rights of Owners. Anything in this Amended and Restated Trust
Agreement to the contrary notwithstanding, subject to the limitations and restrictions as to the
rights of the Owners in Sections 8.01, 8.02 and 8.05, upon the happening and continuance of any
Event of Default, the Owners of not less than twenty-five percent (25%) in aggregate principal
amount of each Series of the Bonds then Outstanding with the consent of the Bond Insurer shall
have the right, upon providing the Trustee security and indemnity reasonably satisfactory to it
against the costs, expenses and liabilities to be incurred therein or thereby, by an instrument in
writing executed and delivered to the Trustee, have the right to direct the method and place of
conducting all remedial proceedings to be taken by the Trustee under this Amended and Restated
Trust Agreement.

              The Trustee may refuse to follow any direction that conflicts with law or this
Amended and Restated Trust Agreement or that the Trustee determines is prejudicial to rights of
other Owners or would subject the Trustee to personal liability without adequate indemnification
therefor.

                 SECTION 8.05. Restriction on Owner’s Action. In addition to the other
restrictions on the rights of Owners to request action upon the occurrence of an Event of Default
and to enforce remedies set forth in this article, no Owner of any of the Bonds shall have any
right to institute any suit, action or proceeding in equity or at law for the enforcement of any trust
under this Amended and Restated Trust Agreement, or any other remedy under this Amended
and Restated Trust Agreement or on the Bonds, unless such Owner previously shall have given
to the Trustee written notice of an Event of Default as hereinabove provided and unless the


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Owners of not less than twenty-five percent (25%) in aggregate principal amount of each Series
of the Bonds then Outstanding shall have made written request of the Trustee to institute any
such suit, action, proceeding or other remedy, after the right to exercise such powers or rights of