Exhibit E Meyers Nave Draft 2/12/14 ESCROW AGREEMENT. by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG.

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1 Exhibit E Meyers Nave Draft 2/12/14 ESCROW AGREEMENT by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow Agent and Fiscal Agent Dated as of 1, 2014 relating to Redevelopment Agency of the City of Pittsburg Los Medanos Community Development Project Tax Allocation Bonds, Series 1999, [Los Medanos Community Development Project Tax Allocation Bonds, Series 2002A] and Los Medanos Community Development Project Tax Allocation Bonds, Series 2003A

2 ESCROW AGREEMENT This ESCROW AGREEMENT, is dated and entered into as of 1, 2014 (the Escrow Agreement ), by and between SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG, a public body, corporate and politic, duly established and existing under the Constitution and laws of the State of California (the Agency ), as successor agency to the Redevelopment Agency of the City of Pittsburg (the Former Agency ) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States of America, as escrow agent (the Escrow Agent ) and as Fiscal Agent (as defined below); WITNESSETH: WHEREAS, the Former Agency issued its (i) Los Medanos Community Development Project Tax Allocation Bonds, Series 1999 (the 1999 Bonds ), in the original principal amount of $30,106,356.90, (ii) Los Medanos Community Development Project Tax Allocation Bonds, Series 2002A (the 2002A Bonds ), in the original principal amount of $59,970,000 and (iii) its Los Medanos Community Development Project Tax Allocation Bonds, Series 2003A, and together with the 1999 Bonds and 2002A Bonds, the Prior Bonds ), in the original principal amount of $88,375,000, pursuant to Resolution No adopted by the Former Agency on August 14, 1986, as supplemented and amended on August 1, 1988 by Resolution No , on October 3, 1988 by Resolution No , on November 7, 1988 by Resolution No , on March 4, 1991 by Resolution No , on December 15, 1992 by Resolution No , on November 9, 1993 by Resolution No , on November 9, 1993 by Resolution No , on April 18, 1994 by Resolution No , on March 4, 1996 by Resolution No , on October 27, 1997 by Resolution No , on September 20, 1999 by Resolution No , on November 19, 2001 by Resolution No and on March 18, 2002 by Resolution No (collectively, the Original Resolution ), with The Bank of New York Mellon Trust Company, N.A., as successor to BNY Western Mellon Trust Company, as fiscal agent (the Fiscal Agent ); WHEREAS, the 1999 Bonds are currently outstanding in the principal amount of $, [the 2002A Bonds are currently outstanding in the principal amount of $ ] and the 2003A Bonds are currently outstanding in the principal amount of $ ; and WHEREAS, the Agency is the designated successor entity to the Former Agency and is authorized to transact business and exercise powers under the Redevelopment Law and the provisions of Part 1.85 of the California Health and Safety Code (the Dissolution Law ), including the power to issue bonds under the authority of Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code to refund bonds issued by the Former Agency; WHEREAS, prudent management of the fiscal affairs of the Agency requires that [all] [a portion] of the Prior Bonds be refunded (the Refunded Bonds ) and the Agency has authorized the issuance and sale of its Los Medanos Community Development Project Tax Allocation Refunding Bonds, Series 2014 (the Refunding Bonds ), in an aggregate principal amount of $, pursuant to a Seventeenth Supplemental Resolution (the Seventeenth Supplemental

3 Resolution ) amending and supplementing the Original Resolution (as amended and supplemented, the Resolution ); WHEREAS, pursuant to the terms of the Seventeenth Supplemental Resolution, proceeds of the Refunding Bonds in the amount of $, together with $ on deposit in the reserve funds and other funds for the Refunded Bonds, shall be deposited to fund the escrow established herein for the purpose of paying the interest on and redeeming the outstanding principal of the Refunded Bonds (as more specifically described in Exhibit A hereto) in the manner provided in the Resolution; WHEREAS, the Agency proposes to appoint the Escrow Agent hereunder for the purpose of holding and administering the escrow described above, and the Escrow Agent desires to accept said appointment; and WHEREAS, the Escrow Agent has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Agreement; NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: Section 1. Appointment of Escrow Agent. The Agency hereby appoints the Escrow Agent as escrow agent for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment. Section 2. Establishment of Escrow Fund. There is hereby created by the Agency with, and to be held by, the Escrow Agent, as security for the payment of the Refunded Bonds as hereinafter set forth, an irrevocable escrow to be maintained in trust by the Escrow Agent on behalf of the Agency and for the benefit of the owners of the Refunded Bonds, said escrow to be designated the Optional Redemption Escrow Fund (the Escrow Fund ). All moneys deposited in the Escrow Fund shall be held as a special fund for the payment of the principal of and interest due on the Refunded Bonds, as provided for herein. Section 3. Deposit into Escrow Fund; Investment of Amounts. Immediately upon closing of the transaction contemplated in the Seventeenth Supplemental Resolution, the Agency shall cause proceeds of the Refunding Bonds in the amount of $, together with $ on deposit in the reserve funds and other funds for the Refunded Bonds, to be transferred to the Escrow Agent for deposit into the Escrow Fund. The Escrow Agent shall invest $ of such moneys in Federal Securities (as defined in the Resolution) and hold $ of such moneys uninvested in cash, all of which shall be deposited with and held by the Escrow Agent in the Escrow Fund solely for the uses and purposes set forth herein. The Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Agency the right to receive brokerage 2

4 confirmations of security transactions as they occur, the Agency specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Agent will furnish the Agency periodic cash transaction statements which shall include detail for all investment transactions made by the Escrow Agent hereunder. The Escrow Agent shall not be liable or responsible for any loss from investments to extent the Escrow Agent is in full compliance with the provisions of this Escrow Agreement. Section 4. Instructions as to Application of Deposit. The total amount of moneys and Federal Securities deposited in the Escrow Fund pursuant to Section 3, above, shall be applied by the Escrow Agent for the sole purpose of redeeming, pursuant to Section of the Resolution, the principal and redemption premium, if any, of and interest on the Refunded Bonds. All interest, profits and other income received from the investment of moneys in the Escrow Fund shall be retained in the Escrow Fund until the redemption in full of all of the Refunded Bonds and thereafter shall be disbursed to the [County of Contra Costa County Treasurer and Tax Collector]. Section 5. Compensation to Escrow Agent. The Agency shall pay the Escrow Agent full compensation for its duties under this Escrow Agreement, including out-of-pocket costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses relating to the purchase of any Federal Securities after the date hereof. Section 6. Liabilities and Obligations of Escrow Agent. The Escrow Agent shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the Agency shall have deposited sufficient funds with the Escrow Agent. The Escrow Agent may rely and shall be protected in acting upon the written instructions of the Agency or its agents relating to any matter or action as Escrow Agent under this Escrow Agreement. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or any securities deposited therein, the purchase of the securities to be purchased pursuant hereto, the retention of such securities or the proceeds thereof, the sufficiency of the securities or any uninvested moneys held hereunder to accomplish the redemption of the Refunded Bonds, or any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Escrow Agreement or by reason of any non-negligent act, non-negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the whereas clauses herein shall be taken as the statement of the Agency, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Escrow Agreement. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages. The Escrow Agent may 3

5 consult with counsel, who may or may not be counsel to the Agency, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter (except the matters set forth herein as specifically requiring a certificate of a nationally recognized firm of independent certified public accountants or an opinion of counsel) may be deemed to be conclusively established by a written certification of the Agency. The Agency hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated), to the extent permitted by law, to indemnify, protect, save and hold harmless the Escrow Agent and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including actual, documented legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Agent (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Agent made in good faith in the conduct of its duties; provided, however, that the Agency shall not be required to indemnify or hold harmless the Escrow Agent (i) against its own negligence or willful misconduct or (ii) for amounts arising due to the willful misconduct or negligence of the Escrow Agent in connection with the performance of its duties hereunder. The indemnities contained in this Section 6 shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Agent. No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers. The Escrow Agent may at any time resign by giving 30 days prior written notice to the Agency of such resignation. The Agency shall appoint a successor Escrow Agent by the resignation date. Resignation of the Escrow Agent will be effective upon acceptance of appointment by a successor Escrow Agent. If the Agency does not appoint a successor Escrow Agent by the resignation date, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. 4

6 The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by unsecured , facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Escrow Agent shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Agency elects to give the Escrow Agent or facsimile instructions (or instructions by a similar electronic method) and the Escrow Agent in its discretion elects to act upon such instructions, the Escrow Agent s understanding of such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Agency agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. Section 7. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become enforceable upon the written consent the Agency and the Escrow Agent. Section 8. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. Section 9. Notice of Escrow Agent and Agency. Any notice to or demand upon the Escrow Agent may be served or presented, and such demand may be made, at the Escrow Agent s office located at The Bank of New York Mellon Trust Company, N.A.,, Attention: Corporate Trust. Any notice to or demand upon the Agency, shall be deemed to have been sufficiently given or served for all purposes by being deposited, first-class mail postage prepaid, in a post office letter box, addressed, to the Agency at City of Pittsburg, Pittsburg, CA 94565, Attention: Treasurer. Section 10. Merger or Consolidation of Escrow Agent. Any company into which the Escrow Agent 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 Escrow Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as fiscal agent under the Resolution, shall be the successor hereunder to the Escrow Agent without the execution or filing of any paper or any further act. Section 11. California Law. This Escrow Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California. 5

7 IN WITNESS WHEREOF, the Agency and the Escrow Agent have each caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF PITTSBURG By: Executive Director THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent and Fiscal Agent By: Authorized Representative - Signature Page - - Escrow Agreement -

8 Exhibit A 1999 Bonds Maturity Amount Rate Redemption Price [2002A Bonds] Maturity Amount Rate Redemption Price 2003A Bonds Maturity Amount Rate Redemption Price

ESCROW AGREEMENT (2003 CERTIFICATES) By and Between CITY OF FOUNTAIN VALLEY. and. MUFG UNION BANK, N.A., as Escrow Bank. Dated as of February 1, 2016

Stradling Yocca Carlson & Rauth Draft of 12/29/15 ESCROW AGREEMENT (2003 CERTIFICATES) By and Between CITY OF FOUNTAIN VALLEY and MUFG UNION BANK, N.A., as Escrow Bank Dated as of February 1, 2016 Relating