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GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENTUse of Official Statement. This Official Statement is submitted in connection with thesale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, forany other purpose.Estimates and Forecasts. When used in this Official Statement and in any continuingdisclosure by the Authority or the City, in any press release and in any oral statement made withthe approval of an authorized officer of the Authority or the City, the words or phrases “willlikely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,”“forecast,” “expect,” “intend” and similar expressions identify “forward looking statements.”Such statements are subject to risks and uncertainties that could cause actual results to differmaterially from those contemplated in such forward-looking statements. Any forecast is subjectto such uncertainties. Inevitably, some assumptions used to develop the forecasts will not berealized and unanticipated events and circumstances may occur. Therefore, there are likely to bedifferences between forecasts and actual results, and those differences may be material. Theinformation and expressions of opinion herein are subject to change without notice, and neitherthe delivery of this Official Statement nor any sale made hereunder shall, under anycircumstances, give rise to any implication that there has been no change in the affairs of theAuthority or the City since the date hereof.Limit of Offering. No dealer, broker, salesperson or other person has been authorized bythe Authority or the Underwriter to give any information or to make any representations otherthan those contained herein and, if given or made, such other information or representation mustnot be relied upon as having been authorized by any of the foregoing. This Official Statementdoes not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any saleof the Bonds by a person in any jurisdiction in which it is unlawful for such person to make suchan offer, solicitation or sale. This Official Statement is not to be construed as a contract with thepurchasers of the Bonds.Involvement of Underwriter. RBC Capital Markets, LLC (the “Underwriter”) hasprovided the following sentence for inclusion in this Official Statement. The Underwriter hasreviewed the information in this Official Statement in accordance with, and as a part of, itsresponsibilities to investors under the federal securities laws as applied to the facts andcircumstances of this transaction, but the Underwriter does not guarantee the accuracy orcompleteness of such information. The information and expressions of opinions herein aresubject to change without notice and neither delivery of this Official Statement nor any salemade hereunder shall, under any circumstances, create any implication that there has been nochange in the affairs of the Authority or the City since the date hereof. All summaries of theTrust Agreement, the Facilities Lease (as such terms are defined herein) or other documentsreferred 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.Stabilization of Prices. In connection with this offering, the Underwriter may overallotor effect transactions which stabilize or maintain the market price of the Bonds at a level abovethat which might otherwise prevail in the open market. Such stabilizing, if commenced, may bediscontinued at any time. The Underwriter may offer and sell the Bonds to certain dealers and

others at prices lower than the public offering prices set forth on the cover page hereof and saidpublic offering prices may be changed from time to time by the Underwriter.THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THEREGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVENOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANYSTATE.

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OFFICIAL STATEMENT 32,210,000BRENTWOOD INFRASTRUCTURE FINANCINGAUTHORITYCivic Center Project Lease Revenue Refunding Bonds,Series 2019(Contra Costa County, California)INTRODUCTIONThis introduction is not a summary of this Official Statement, and is qualified by the morecomplete and detailed information contained in the entire Official Statement and the documentsdescribed or summarized herein. The sale of Bonds to potential investors is made only by meansof the entire Official Statement.General. This Official Statement, including the cover page and the appendices hereto, isprovided to furnish information regarding the issuance by the Brentwood InfrastructureFinancing Authority (the “Issuer” or the “Authority”) of its 32,210,000 aggregate principalamount of Civic Center Project Lease Revenue Refunding Bonds, Series 2019 (the “Bonds”).Purposes of the Bonds. The Bonds are being issued to refund the Issuer’s outstandingCivic Center Project Lease Revenue Bonds, Taxable Series 2009B (Build America Bonds) (the“Prior Bonds”) and to pay costs of issuance of the Bonds. The Prior Bonds were issued topurchase the Local Obligations (as defined herein) issued by the City of Brentwood, California(the “City”) and to finance and refinance the Prior Project (as defined herein). See“ESTIMATED SOURCES AND USES OF FUNDS” and “PLAN OF REFUNDING.”The Prior Bonds financed and refinanced: (i) the development and construction of theBrentwood Senior Activity Center, an approximately 8,375 sq. ft. facility that providesmeeting/classroom spaces, a large kitchen, a multi-purpose space, parking, a bus turnout andother amenities; (ii) construction of the Brentwood Civic Center, including new City CouncilChambers and a City Hall facility; (iii) construction of the 32,000 sq. ft., two story BrentwoodCommunity Center, which includes space for art, multi-purpose rooms, banquet facilities,catering kitchen, activity rooms, exercise rooms, and exterior event spaces; (iv) relocating theBrentwood branch of the Contra Costa County Library to an interim location; and (v)constructing a new two story library of approximately 20,275 sq. ft. on the site of the formerinterim library (collectively, the “Prior Project”).Authority for Issuance. The Bonds are issued pursuant to the terms of an Amended andRestated Trust Agreement, dated as of April 1, 2019 (the “Trust Agreement”) by and betweenthe Authority and U.S. Bank National Association, as trustee (the “Trustee”) and a Resolution ofthe Authority adopted on February 26, 2019.

The Creditable Revenues. The Bonds are payable from and secured solely by the TrustEstate (as defined herein) which includes the Creditable Revenues (as defined herein) and BaseRental Payments (the “Base Rental Payments”) required to be made by the City under aFacilities Lease, dated as of October 1, 2009, as amended by a First Amendment to FacilitiesLease, dated as of April 1, 2019 (collectively, the “Facilities Lease”), each by and between theCity and the Authority pursuant to which the City leases certain real property and improvementsthereon (as described further herein, the “Demised Premises”) from the Authority. In connectionwith the issuance of the Prior Bonds, the Authority (a) acquired the 15,388,543.62 City ofBrentwood Community Facilities District No. 3 Special Tax Bonds, Series 2009, which arecurrently outstanding in the amount of 13,352,767.54; the 3,691,998.13 City of BrentwoodCommunity Facilities District No. 4 Special Tax Bonds, Series 2009, which are currentlyoutstanding in the amount of 3,203,577.54; and the 1,129,984.56 City of BrentwoodCommunity Facilities District No. 5 Special Tax Bonds, Series 2009, which are currentlyoutstanding in the amount of 980,497.04 (collectively, the “CFD Local Obligations”), (b)entered into a Reimbursement Agreement among the Authority, the City and the formerRedevelopment Agency of the City of Brentwood (now known as the Successor Agency to theBrentwood Redevelopment Agency) (the “Agency”), dated as of October 1, 2009 (the“Reimbursement Agreement”), pursuant to which the Agency agreed to reimburse the City for aportion of the Base Rental Payments, and (c) pledged certain revenues received by the Authorityin connection with the refunding of certain of its other bonds (as more fully described herein, the“CIFP Revenues”). Amounts received by the Trustee (as defined herein) from these threesources (collectively, the “Creditable Revenues”) will be credited against the City’s obligation topay Base Rental Payments from its general fund but only to the extent such amounts are actuallyreceived and applied by the Trustee pursuant to the Trust Agreement (as defined herein). Exceptto the extent such Creditable Revenues are available, all Base Rental Payments due under theFacilities Lease are payable from the general fund of the City, subject only to the limitationstherein concerning abatement of rent. See “SECURITY FOR THE BASE RENTALPAYMENTS AND SOURCES OF PAYMENT THEREFOR – Abatement” and “RISKFACTORS – Abatement.” While the City’s obligation to make Base Rental Payments from itsgeneral fund is subject to abatement in the event of damage or destruction of the Facilities or ataking of the Facilities (either in whole or in part, temporarily, or permanently), the CreditableRevenues are not subject to abatement. The City expects the Creditable Revenues to besufficient to provide the Issuer with money to pay 100% of principal of and interest on theBonds when due but no assurance can be given that the Creditable Revenues will beavailable at the times or in the amounts expected by the City. Therefore, prospectiveinvestors should base their investment decision on the ability of the City to pay the BaseRental Payments due under the Facilities Lease from its general fund. The obligation ofthe City to pay the Base Rental Payments is not contingent upon the receipt of theCreditable Revenues.Security for the Bonds. The Bonds are special, limited obligations of the Issuer, payablesolely from and secured by the Trust Estate (as defined herein), which includes the CreditableRevenues and Base Rental Payments paid from the general fund of the City. No reserve fund isbeing established or funded for the Bonds. The Bonds are not a charge against the general creditof the Issuer, the City or the Agency, and under no circumstances will the Issuer be obligated topay principal of or redemption premium, if any, or interest on the Bonds except from the TrustEstate (as defined herein). Neither the State of California (the “State”) nor any public agency-2-

(other than the Issuer) nor the City or Agency is obligated to pay the principal of or redemptionpremium, if any, or interest on the Bonds, and neither the faith and credit nor the taxing power ofthe Issuer, the City, the Agency, the State or any public agency thereof is pledged to the paymentof the principal of or redemption premium, if any, or interest on the Bonds. Neither the Bondsnor the Local Obligations (as defined herein) constitute a debt of the Issuer, the City or theAgency within the meaning of any statutory or constitutional debt limitation.CIFP Revenues. The CIFP Revenues consist of amounts available to the Authority forthe purpose of paying the cost of public capital improvements upon receipt by the CIFP Trusteeof a written requisition of the City pursuant to each CIFP Trust Agreement. CIFP Revenues arereceived by the Authority as a result of certain refunding bonds issued by the Authority inconnection with the financing of infrastructure secured by certain assessment district bondsissued to the Authority by the City, and are derived from special assessment installments paid byproperty owners in the City with respect to such assessment bonds.The Local Obligations. The Local Obligations consist of (i) the Facilities Lease, whichwas originally entered into by the City pursuant to a Resolution of the City adopted onSeptember 8, 2009 and was amended pursuant to a Resolution of the City adopted on February26, 2019, (ii) the Reimbursement Agreement, which was entered into by the Agency pursuant toa Resolution of the Agency adopted on September 8, 2009 and (iii) the CFD Local Obligations,which were issued by the City pursuant to three separate Master Indentures, each assupplemented by a First Supplemental Indenture, dated as of October 1, 2009, and by a SecondSupplemental Indenture, dated as of April 1, 2019 (each, as supplemented, a “CFD Indenture”and, collectively, the “CFD Indentures”), each by and between the City and U.S. Bank NationalAssociation, as trustee (the “CFD Trustee”), and the provisions of the Mello Roos CommunityFacilities Act of 1982, as amended (being Section 53311 et seq. of the Government Code of theState of California), and all laws amendatory thereof or supplemental thereto.Security for or Payment of the Local Obligations.Facilities Lease. While amounts paid to the Trustee representing Creditable Revenuespursuant to the Trust Agreement will be applied as a credit against the Base Rental Payments dueunder the Facilities Lease, all Base Rental Payments due under the Facilities Lease are ultimatelypayable from the general fund of the City. The Base Rental Payments have been calculated to besufficient to provide the Issuer with money to pay the principal of, premium, if any, and intereston the Bonds when due, assuming there are no Creditable Revenues. The City covenants to takesuch action as may be necessary to include Base Rental Payments in each of its annual budgetsduring the term of the Facilities Lease and to make the necessary annual appropriations for allsuch Base Rental Payments; however the Facilities Lease is subject to abatement in the event theCity is prevented from using the Demised Premises. See “SECURITY FOR THE BASERENTAL PAYMENTS AND SOURCES OF PAYMENT THEREFOR.”Reimbursement Agreement. Under the Reimbursement Agreement, the Agency and theCity have agreed that, subject to the payment of certain senior obligations, certain tax incrementrevenues from the Agency’s Merged Project Area may be used and applied to repay the City fora proportionate share of all Base Rental Payments made by the City to the Authority under theFacilities Lease related to expenditures on certain portions of the Prior Project.-3-

CFD Local Obligations. The CFD Local Obligations are payable from special taxrevenues collected from property owners in the applicable community facilities district (“CFD”)as a result of the levy of special taxes. Additional bonds may be issued by the City and securedon a parity with the CFD Local Obligations subject to certain requirements set forth in each CFDIndenture.Limited Scope of Official Statement. There follows in this Official Statementdescriptions of the Issuer, the Bonds, the Trust Agreement and certain other documents. Thedescriptions and summaries of documents herein do not purport to be comprehensive ordefinitive, and reference is made to each such document for the complete details of its respectiveterms and conditions. All statements herein with respect to such documents are qualified in theirentirety by reference to each such document for the complete details of its respective terms andconditions. All statements herein with respect to certain rights an

CFD Local Obligations (as defined herein) and (iii) payments pursuant to the Reimbursement Agreement, but in each case only to the extent . The City also provides certain post-retirement health care benefits. other The City's Retiree Healthcare Plan (the "OPEB Plan") is a single-employer defined benefit healthcare plan administered by .