Chowchilla City Council
June 9, 2026

Dated: [Closing Date] U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Fiscal Agent
By:

Authorized Officer
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APPENDIX E
FISCAL AGENT’S COUNSEL OPINION
[Closing Date]
City of Chowchilla
Community Facilities District No. 2025-2
Chowchilla, California
Oppenheimer & Co. Inc.

San Francisco, California
Re: City of Chowchilla Community Facilities District No. 2025-2 Special Tax Bonds (Replacement of CFD 2006-1)
Ladies and Gentlemen:

We have acted as counsel for U.S. Bank Trust Company, National Association, a national banking association (the “Bank”) in connection with the execution by the Bank of the Fiscal Agent Agreement, dated as of June 1, 2026 (the “Fiscal Agent Agreement”) by and between the City and the Bank, as fiscal agent. We are generally familiar with the Articles of Association and the Bylaws of the Bank and are also familiar with the corporate proceedings of the Bank with regard to its authorization, execution and delivery of the Fiscal Agent Agreement. Capitalized terms used herein shall have the respective meanings ascribed to them in the Fiscal Agent Agreement, except as otherwise defined herein.

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. In such review, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies. Where questions of fact material to our opinions expressed below were not established independently, we have relied upon statements of officers of the Bank as contained in their certificates.

Based upon the foregoing, we are of the opinion that:

1. The Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.

2. The Bank has all requisite corporate power, authority and legal right to execute and deliver the Fiscal Agent Agreement and to perform its duties and obligations under the Fiscal Agent Agreement, and has taken all necessary corporate action to authorize the execution and delivery thereof and the performance of its obligations thereunder, including the authentication and delivery of the Bonds in its capacity as Fiscal Agent under the Fiscal Agent Agreement.

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3. The Bank has duly authorized, executed and delivered the Fiscal Agent Agreement. Assuming the due authorization, execution and delivery thereof by the other parties thereto, the Fiscal Agent Agreement is a legal, valid and binding agreement of the Bank, enforceable in accordance with its terms against the Bank.

4. To our knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over the Bank that has not been obtained by the Bank is required for the authorization, execution and delivery by the Bank of the Fiscal Agent Agreement or the authentication and delivery of the Bonds by the Bank under the Fiscal Agent Agreement.

The opinions set forth above are subject to the following qualifications and exceptions:
(a) the opinions are subject to the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general application affecting creditors' rights; and
(b) the opinions are subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).

Our opinions expressed above are limited to the laws of the State of California and the federal laws of the United States of America.

The foregoing opinions are being furnished to you solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent.

Very truly yours,
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APPENDIX F

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2025-2

SPECIAL TAX BONDS
(Replacement of CFD 2006-1)

CERTIFICATE OF SPECIAL TAX CONSULTANT
The undersigned hereby states and certifies:

1. That he is an authorized officer of NBS (the “Special Tax Consultant”) and as such is familiar with the facts herein certified and is authorized and qualified to certify the same.

2. That the Special Tax Consultant has prepared the Rate and Method of Apportionment of Special Tax (the “Rate and Method”) as set forth in Appendix B to the Official Statement dated [BPA Date], for the City of Chowchilla Community Facilities District No. 2025-2 (the “Community Facilities District”) Special Tax Bonds (Replacement of CFD 2006-1) (the “Bonds”). Capitalized terms not otherwise defined herein shall be defined as provided in the Rate and Method or the Fiscal Agent Agreement, dated as of June 1, 2026 (the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent.

3. That the Special Taxes, if levied in accordance with the Rate and Method and collected will annually yield sufficient revenue to make timely payments of the annual debt service on the Bonds, and annual Administrative Expenses related to the levy and collection of the Special Taxes and the expenses of the Fiscal Agent for the Bonds (no representation is made as to the actual amounts that will be collected in future years).

4. That the Annual Special Tax, if collected in the maximum amounts permitted pursuant to the Rate and Method on the Closing Date [(net of estimated Administrative Expenses equal to a maximum of $_____ for Fiscal Year 2026-27] (subject to an increase of 2.00% per Fiscal Year)), would generate at least 110% of the Annual Debt Service payable with respect to the Bonds payable from such Special Taxes, assuming the debt service schedule shown in the Official Statement is true and correct.

5. That all information supplied by the Special Tax Consultant for use in the Official Statement is true and correct, as of the date of the Official Statement and as of the date hereof.

6. That, as of the dates of the Preliminary Official Statement and the Official Statement and as of the date hereof, the information contained in those portions of the Official Statement including the tables sourced to the Special Tax Consultant, and the other data provided by the Special Tax Consultant and included in the Official Statement, do not, to our knowledge, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

7. The Community Facilities District, the City, Oppenheimer & Co. Inc., and all the professionals involved in the financing are entitled to rely on this Certificate.

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Dated: [Closing Date] NBS
By:

Title:

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APPENDIX G

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2025-2

SPECIAL TAX BONDS
(Replacement of CFD 2006-1)

CERTIFICATE OF PROPERTY OWNER
[POS Date]
City of Chowchilla
Community Facilities District No. 2025-2
130 South Second Street
Chowchilla, California 93610
Oppenheimer & Co. Inc.
135 Main Street, Suite 1700
San Francisco, California 94105
The undersigned certifies and represents that he or she is duly authorized on behalf of Rancho Calera, LLC, a [California] limited liability company (the “Property Owner”), to execute and deliver this Certificate of Property Owner (this “Certificate”) in connection with the issuance, sale and delivery by the City on behalf of the City of Chowchilla Community Facilities District No. 2025-2 (the “Community Facilities District”) of the Bonds captioned above (the “Bonds”).

Capitalized terms used but not defined in this Certificate have the same meanings as are set forth in the Bond Purchase Agreement with respect to the Bonds between Oppenheimer & Co. Inc., as underwriter (the “Underwriter”), and the City.

As used in this Certificate, the phrase “Actual Knowledge of the Undersigned” means the actual knowledge (as opposed to constructive) that the undersigned currently has as of the date of this Certificate or has obtained through (i) interviews with such current officers and responsible employees of the Property Owner as the undersigned has reasonably determined are likely, in the ordinary course of his or her respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) review of documents reasonably available to the undersigned and which the undersigned has reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Property Owner’s current business and operations. The undersigned has not contacted individuals who are no longer employed by the Property Owner.

As used in this Certificate, the term “Relevant Entity” of the Property Owner means any other Person (i) who presently directly or indirectly through one or more intermediaries, is currently controlling, controlled by, or under common control with the Property Owner, and (ii) about whom information is material to potential investors in their evaluation of the Community Facilities District G-2
and investment decision regarding the Bonds (including without limitation information relevant to Property Owner’s proposed development of the Property (defined herein), or to the Property Owner’s ability to pay the Special Taxes on the portion of the Property then-owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency). As used in this Certificate, the term “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by,” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

As used in this Certificate, the term “Property” means the real property currently owned by the Property Owner within the Community Facilities District, as further described in the Preliminary Official Statement.

The undersigned certifies that he or she is familiar with the facts set forth in this Certificate, and further hereby certifies, to the Actual Knowledge of the Undersigned, as follows, as an authorized offer or representative of Property Owner:
(1) The Property Owner has been duly organized and validly exists in good standing under the laws of the State of California and has or will have prior to the Closing, as required, all requisite limited liability company right, power and authority:
(i) to execute and deliver this Certificate,
(ii) to execute and deliver the Continuing Disclosure Certificate (Developer) at Closing,
(iii) to own, develop and sell the Property, as described in the Preliminary Official Statement,
(iv) to carry on its business as described in the Preliminary Official Statement, and
(v) to perform its obligations under the Continuing Disclosure Certificate (Developer).
(2) The Property Owner agrees to execute at Closing the Continuing Disclosure Certificate (Developer) substantially in the form attached to the Preliminary Official Statement under Appendix E, with such additional changes as may be agreed upon by the Underwriter, Bond Counsel and the Property Owner.
(3) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, Property Owner is not aware of any material failures by it or any entity under managerial control of Property Owner to comply in all material respects with previous continuing disclosure undertakings in a written certificate or agreement executed by it to provide periodic continuing disclosure reports or notices of material events respecting securities offerings in California within the past five (5) years.

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(4) To the Actual Knowledge of the Undersigned, execution and delivery of the Continuing Disclosure Certificate (Developer), and the performance by the Property Owner of its obligations under the Continuing Disclosure Certificate (Developer), will not conflict with or constitute a breach of or default under any loans, lines of credit, agreements, or other contractual or financial obligations of the Property Owner, or any applicable law, regulation, judgment or decree.
(5) To the Actual Knowledge of the Undersigned, neither the Property Owner nor any of its Relevant Entities is currently in material default on any loans, lines of credit, credit agreements, or other material contractual or financial obligations, or in breach of any applicable law, regulation, judgment or decree, and no event has occurred and is continuing that would constitute such a default or breach, the result of which could reasonably be expected to materially and adversely affect the ability of the Property Owner:
(i) to own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) to pay the Special Taxes on the portion of the Property then-owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency,
(iii) to carry on its business as described in the Preliminary Official Statement, or
(iv) to perform its obligations under the Continuing Disclosure Certificate (Developer).
(6) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Property Owner has not assumed any obligations under any loans, lines of credit, credit agreements, or other material contractual or financial obligations, or any applicable judgment or decree, which could reasonably be expected to materially and adversely affect the ability of the Property Owner:
(i) to acquire, own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) to pay the Special Taxes on the portion of the Property then-owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency
(iii) to carry on its business as described in the Preliminary Official Statement, or
(iv) to perform its obligations under the Continuing Disclosure Certificate (Developer).
(7) Except as described in the Preliminary Official Statement, the Property Owner does not have any loans outstanding and unpaid and no lines of credit that are secured by the Property.

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(8) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, neither the Property Owner nor any of its Relevant Entities is currently in default in, or, in the last five (5) years, has ever defaulted to any material extent in, the payment of special taxes or assessments in connection with the Community Facilities District or any other community facilities districts or assessment districts in California that was not cured prior to the commencement of a foreclosures action against the delinquent Property Owner of Relevant Entity in a court of law.
(9) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, there is no litigation, inquiry, investigation or administrative proceeding, before or by any court, regulatory agency, public board or body pending against the Property Owner (with service of process to the Property Owner having been accomplished), or to the Actual Knowledge of the Undersigned, overtly threatened in writing against the Property Owner, or to the Actual Knowledge of the Undersigned, pending (with service of process to such Relevant Entity having been accomplished) or overtly threatened in writing against any Relevant Entity of the Property Owner, in each case which, if successful, could reasonably be expected to:
(i) materially and adversely affect the ability of the Property Owner to acquire, own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) materially and adversely affect the ability of the Property Owner to pay the Special Taxes on the portion of the Property then-owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency, (iii) materially and adversely affect the ability of the Property Owner to carry on its business as described in the Preliminary Official Statement, (iv) materially adversely affect the ability of the Property Owner to perform its obligations under the Continuing Disclosure Certificate (Developer), (v) challenge, question the validity or enforceability of, or restrain or enjoin the performance of, the Special Taxes, the Bonds, the Resolution, the Fiscal Agent Agreement, the Continuing Disclosure Certificate (Developer), or the Bond Purchase Agreement, or
(vi) restrain or enjoin collection of Special Taxes or other sums to be pledged to pay the principal of and interest on the Bonds.
(10) Except as disclosed in the Preliminary Official Statement or in this Certificate:
(i) the Property Owner and, to the Actual Knowledge of the Undersigned, its Relevant Entities, are able to pay their respective bills as they become due; (ii) neither the Property Owner nor, to the Actual Knowledge of the Undersigned, any of its Relevant Entities, has filed for bankruptcy or been declared bankrupt in the last 10 years; and
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(iii) to the Actual Knowledge of the Undersigned, neither the Property Owner nor any of its Relevant Entities has any proceedings pending against it (with service of process to the Property Owner having been accomplished) or overtly threatened in writing in which the Property Owner or any of its Relevant Entities may be adjudicated as bankrupt, become the debtor in a bankruptcy proceeding, be discharged from any or all of its respective debts or obligations, be granted an extension of time to pay its respective debts or obligations, or be granted a reorganization or readjustment of its respective debts or obligations. (11) As of the date hereof, to the Actual Knowledge of the Undersigned, the information in the sections of the Preliminary Official Statement entitled “PROPERTY VALUES AND SPECIAL TAXES – Rancho Calera”, and “CONTINUING DISCLOSURE – Developer Continuing Disclosure Compliance,” concerning only the Property Owner, its Relevant Entities, ownership of the Property, the Property Owner’s development and financing plans, and the Property Owner’s contractual arrangements (but excluding any information cited as coming from a source other than the Property Owner), is true and correct in all material respects, and contains no untrue statement of a material fact and does not omit any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (12) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Property Owner has not submitted an application for, nor received actual notice of,
(i) the formation or authorization of any other assessment district or community facilities district that would include any portion of the Property, or (ii) the authorization or issuance of any debt secured by an assessment or another special tax to be levied on any portion of the Property, other than the Special Tax.
(13) Except as set forth in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, there are no claims, disputes, lawsuits, actions or contingent liabilities of or against the Property Owner or its Relevant Entities, or among, by or between the Property Owner and any contractors working on the development of the Property, which is reasonably likely to materially and adversely affect the ability of the Property Owner to:
(i) own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) pay the Special Taxes on the portion of the Property then-owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency,
(iii) carry on its business as described in the Preliminary Official Statement, or
(iv) perform its obligations under the Continuing Disclosure Certificate (Developer).

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(14) An appraisal of the taxable properties within the Community Facilities District dated _______, 2026 (the “Appraisal Report”), with a date of value of ______, 2026 (the “Date of Value”), was prepared by Integra Realty Resources, Sacramento, California (the “Appraiser”). The Appraisal Report estimates the market value of the taxable properties within the Community Facilities District as of the Date of Value. To the Actual Knowledge of the Undersigned, all information submitted by, or on behalf of and authorized by, the Property Owner to the Appraiser and contained in the sections of the Appraisal Report highlighted in yellow in Exhibit A attached hereto was true and correct in all material respects as of the Date of Value.
(15) The Property Owner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Property Owner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way:
(i) seeks to challenge or overturn the formation of the Community Facilities District,
(ii) seeks to challenge the adoption of the ordinance levying Special Taxes within the Community Facilities District,
(iii) seeks to invalidate the Community Facilities District or any of the Bonds or any refunding obligations relating thereto, or
(iv) seeks to invalidate the special tax liens of the Community Facilities District imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto.

The foregoing covenant shall not prevent the Property Owner in any way from bringing any other action, suit, proceeding, inquiry or investigation at law or in equity before any court, regulatory agency, public board or body, relating to the following:
(a) a claim that the Special Tax has not been levied in accordance with the Rate and Method,
(b) the application or use of the Special Taxes levied and collected, or (c) the enforcement of the obligations of the City or the Community Facilities District under the Fiscal Agent Agreement or any agreements between or among the Property Owner and its Relevant Entities, the City and/or the Community Facilities District or under which the Property Owner or its Relevant Entities is a party or beneficiary.
(16) The Property Owner has received a copy of the Rate and Method containing the Special Tax prepayment formula. The Property Owner acknowledges that any prepayment of the Special Taxes may only be made in accordance with the Rate and Method. (17) The Property Owner shall comply with the provision of the Mello-Roos Community Facilities Act of 1982, as amended, relating to the Notice of Special Tax G-7
described in California Government Code Section 53341.5 in connection with the sale of the Property.
(18) Based upon its current development plans, including, without limitation, its current budget and subject to economic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Preliminary Official Statement under the sections entitled “SPECIAL RISK FACTORS” and “PROPERTY VALUES AND SPECIAL TAXES”, to the Actual Knowledge of the Undersigned, the Property Owner anticipates that it will have sufficient funds to (i) complete the development and sale of the Property as described in the Preliminary Official Statement, and (ii) pay Special Taxes on the Property (to the extent the responsibility of the Property Owner) prior to delinquency.

However, no assurance can be given that sources of financing available to the Property Owner will be sufficient to complete the property development and home construction as currently anticipated and as described in the Preliminary Official Statement.

While the Property Owner has made such internal financing available in the past, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither the Property Owner nor any of its Relevant Entities has any legal obligation of any kind to make any such funds available or to obtain loans. Other than pointing out the willingness of the Property Owner to provide internal financing in the past, the Property Owner has not represented in any way that it will do so in the future. If and to the extent that internal financing and home sales revenues are inadequate to pay the costs to complete the Property Owner’s planned development in the Community Facilities District and other financing by the Property Owner is not put into place, there could be a shortfall in the funds required to complete the proposed development by the Property Owner and portions of the Property may not be developed.
(19) The Property Owner consents to the issuance of the Bonds. The Property Owner acknowledges and agrees that the proceeds of such Bonds will be used for the acquisition and construction of the improvements described in the Preliminary Official Statement. The Property Owner acknowledges that the costs to acquire and construct such improvements are estimates, and that any increase in costs in excess of the estimated costs relating to improvements will reduce the improvements which may be financed by the City, and neither the City, nor the Community Facilities District has any obligation to provide moneys to pay for any such costs other than from the proceeds of Bonds or Special Taxes. (20) During the period between the date of this Certificate and the Closing Date, if the Property Owner has actual knowledge of any event relating to or affecting the Property Owner, its Relevant Entities, or the acquisition, ownership, development or sale of the Property which the undersigned believes would cause the information under the captions of the Preliminary Official Statement indicated in Section 11 of this Certificate (and subject to the limitations and exclusions contained in Section 11 of this Certificate) to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Property Owner shall notify the City and the Underwriter and if, in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, such Property Owner shall reasonably cooperate with the City in the preparation of an amendment G-8
or supplement to the Preliminary Official Statement in form and substance satisfactory to counsel to the City and to the Underwriter.
(21) As a condition to the issuance of the Bonds, the Property Owner agrees to deliver a bring-down certificate, dated the Closing Date, in substantially the form attached as Appendix H to the Bond Purchase Agreement, to affirm and restate the Property Owner’s certifications, representations and covenants made in this Certificate. If any event related to or affecting the Property Owner, its Relevant Entities or the ownership, development or sale of the Property occurs, as a result of which it is necessary to modify the form of bring-down certificate, the Property Owner agrees to deliver at the time of issuance of the Bonds a new form of bring-down certificate revised to reflect such event. (22) The Property Owner acknowledges and agrees that:
(i) in connection with the purchase and sale of the Bonds under the Bond Purchase Agreement, and with the discussions, undertakings and procedures leading up to the consummation of the purchase and sale of the Bonds under the Bond Purchase Agreement, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of the Property Owner, (ii) the Underwriter has not assumed a fiduciary responsibility in favor of the Property Owner with respect to (a) the offering of the Bonds contemplated hereby or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Property Owner on other matters), or (b) any other obligation to the Property Owner with respect to the offering contemplated by the Bond Purchase Agreement, and (iii) the Property Owner has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with the offering of the Bonds contemplated by the Bond Purchase Agreement.
(23) On behalf of the Property Owner, the undersigned has reviewed the contents of this Certificate and has consulted with counsel regarding the meaning of its contents. The Property Owner acknowledges and understands that a variety of state and federal laws, including but not limited to the Securities Act of 1933, as amended, and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Property Owner, and that under some circumstances certification as to the matters set forth in this Certificate, without additional disclosures or other action, may not fully discharge all duties and obligations of the Property Owner under such laws. [Remainder of Page Intentionally Blank; Signature Page Follows]

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The undersigned has executed this Certificate solely in his or her capacity as an authorized officer or representative of the Property Owner and he or she will have no personal liability arising from or relating to this Certificate. Any liability arising from or relating to this Certificate may only be asserted against the Property Owner.

RANCHO CALERA, LLC,
a [California] limited liability company
By:

Name:

Title:

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EXHIBIT A

EXCERPTS FROM THE APPRAISAL REPORT
(to be attached)
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APPENDIX H
$___________

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2025-2

SPECIAL TAX BONDS
(Replacement of CFD 2006-1)

BRING-DOWN CERTIFICATE OF PROPERTY OWNER
Dated: [Closing Date]
City of Chowchilla
Community Facilities District No. 2025-2
130 South Second Street
Chowchilla, California 93610
Oppenheimer & Co. Inc.
135 Main Street, Suite 1700
San Francisco, California 94105
The undersigned certifies and represents that he or she is duly authorized, on behalf of Rancho Calera, LLC, a [California] limited liability company (the “Property Owner”), to execute and deliver this Bring-Down Certificate of Property Owner (this “Bring-Down Certificate”) in connection with the issuance, sale and delivery by the City on behalf of the City of Chowchilla Community Facilities District No. 2025-2 (the “Community Facilities District”) of the Bonds captioned above (the “Bonds”).

This Bring-Down Certificate is delivered pursuant to the Bond Purchase Agreement with respect to the Bonds dated [BPA Date], between Oppenheimer & Co. Inc., as underwriter, and the City (the “Purchase Agreement”).

In connection with the distribution of the Preliminary Official Statement relating to the Bonds, the Property Owner executed a Certificate of Property Owner dated [POS Date] (the “Certificate”).

Capitalized terms used but not defined in this Bring-Down Certificate have the same meanings as set forth in the Purchase Agreement and the Certificate.

The undersigned, on behalf of the Property Owner, further certifies as follows:
(1) The undersigned is familiar with the facts certified in the Certificate and this BringDown Certificate, and is authorized and qualified to certify the same as an authorized officer or representative of the Property Owner.
(2) The undersigned has received the final Official Statement dated [BPA Date] relating to the Bonds (the “Final Official Statement”).

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(3) Each statement made in the Certificate is affirmed and restated as if made on the date hereof; provided that each statement made in the Certificate referring to the Preliminary Official Statement is affirmed as it relates to the Final Official Statement. (4) To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement that has, in any material way, adversely affected the statements and information described in Section 11 of the Certificate (and subject to the limitations and exclusions contained in Section 11 of the Certificate) relating only to the Property Owner, its Relevant Entities, ownership of the Property, the Property Owner’s development and financing plans, and the Property Owner’s contractual arrangements (but excluding any information cited as coming from a source other than the Property Owner), which should be disclosed in the Final Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Final Official Statement not misleading in any material respect. (5) For a period of 25 days after the Closing Date, if the undersigned has actual knowledge of any event relating to or affecting the Property Owner, its Relevant Entities, or the ownership, development or sale of the Property which could cause the information under the captions of the Final Official Statement indicated in Section 11 of the Certificate (and subject to the limitations and exclusions contained in Section 11 of the Certificate) to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Property Owner shall notify the City and the Underwriter and if, in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Final Official Statement, the Property Owner shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Final Official Statement in form and substance satisfactory to counsel to the City and to the Underwriter.
(6) The Property Owner has duly executed and delivered the Continuing Disclosure Certificate (Developer).
[Remainder of Page Intentionally Blank; Signature Page Follows] H-3
The undersigned has executed this Bring-Down Certificate solely in his or her capacity as an authorized officer or representative of the Property Owner and he or she will have no personal liability arising from or relating to this Bring-Down Certificate. Any liability arising from or relating to this Bring-Down Certificate may only be asserted against the Property Owner.

RANCHO CALERA, LLC,
a [California] limited liability company
By:

Name:

Title:

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APPENDIX I

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2025-2

SPECIAL TAX BONDS
(Replacement of CFD 2006-1)

CERTIFICATE OF APPRAISER
Integra Realty Resources (the “Appraiser”), Sacramento, California prepared an appraisal of the properties within the City of Chowchilla Community Facilities District No. 2025-2 (the “Community Facilities District”) dated _______, 2026 (the “Appraisal”). The Appraisal is described and summarized in the Preliminary Official Statement dated [POS Date] (the “Preliminary Official Statement”) and the Official Statement dated [BPA Date] (the “Official Statement”), including as Appendix G thereto, relating to the bonds captioned above.

The Appraiser hereby certifies that, to the best of his knowledge and belief, all information with respect to the Appraisal in the Preliminary Official Statement and in the Official Statement was true and correct as of the date of the Appraisal and that the Appraiser is aware that acts and events may have occurred since the date of the Appraisal which could result in both positive and negative effects on market value; however, an updated Appraisal has not been completed as of this date.

The Appraiser hereby consents to the use of the Appraisal in connection with the distribution and use of the Preliminary Official Statement and Official Statement.

Dated: [Closing Date]

INTEGRA REALTY RESOURCES
By:

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APPENDIX J
$___________

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2025-2

SPECIAL TAX BONDS
(Replacement of CFD 2006-1)

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

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

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Oppenheimer offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated [BPA Date], by and between Oppenheimer and the City of Chowchilla, Oppenheimer has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule.

Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” J-2
(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Oppenheimer has sold at least 10% of such Hold-the-OfferingPrice Maturity to the Public at prices that are no higher than the Initial Offering Price for such Holdthe-Offering-Price Maturity. (d) Issuer means City of Chowchilla.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA Date]. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Oppenheimer’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificates as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Bonds, and by Lozano Smith LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

Dated: [Closing Date] OPPENHEIMER & CO. INC.

By:

Schedule

SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND HOLD-THE-OFFERINGPRICE MATURITIES (To be attached at Closing)
Schedule

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(To be attached at Closing)
4904-9571-5746

ESCROW AGREEMENT
By and between

CITY OF CHOWCHILLA,
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Escrow Agent
Dated July 1, 2026
Relating to the

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2006-1, IMPROVEMENT AREA 1 SPECIAL TAX BONDS, SERIES 2007
4904-9571-5746 1 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)

ESCROW AGREEMENT
This ESCROW AGREEMENT dated July 1, 2026 (this “Escrow Agreement”), by and between the CITY OF CHOWCHILLA (the “City”), a municipal corporation, duly organized and existing pursuant to the laws of the State of California and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (the “Escrow Agent”), a national banking association duly organized and existing under and by virtue of the laws of the United States, and the Escrow Agent being qualified to accept and administer the trust hereby created, as escrow agent (the “Escrow Agent”).

WITNESSETH:

WHEREAS, the City has determined to issue its Community Facilities District No. 2025- 2 Special Tax Bonds (Replacement of CFD 2006-1) (the “Bonds”), for the purpose of refunding all of its outstanding Community Facilities District No. 2006-1, Improvement Area 1, Special Tax Bonds, Series 2007 (the “Prior Bonds); and
WHEREAS, the Prior Bonds were issued pursuant to a Trust Indenture dated as of May 1, 2007 (the “2007 Indenture”), between Community Facilities District No. 2006-1, Improvement Area 1 (the “CFD No. 2006-1”) and U.S. Bank Trust Company, National Association (formerly, U.S. Bank National Association), as trustee (the “Trustee”); and WHEREAS, under the Fiscal Agent Agreement for the Bonds, dated July 1, 2026 (the “Fiscal Agent Agreement”), between the City and U.S. Bank Trust Company, National Association (the “Fiscal Agent”), the City has directed the Fiscal Agent to transfer to the Escrow Agent for deposit in the escrow account established hereby certain proceeds of the Bonds, and certain moneys held by the Trustee under the 2007 Indenture, which funds will be sufficient to provide for the payment of the principal and the interest payable on the Prior Bonds to redemption date identified herein, and to pay the redemption price of the Prior Bonds on such redemption date; and
WHEREAS, the provisions of the 2007 Indenture are incorporated herein by reference as if set forth herein in full.

NOW, THEREFORE, the City and the Escrow Agent hereby agree as follows:

Section 1. Establishment and Maintenance of Escrow Fund; Source of Funds.

The Escrow Agent is hereby directed to establish and maintain the escrow fund to be known as the “Series 2007 Escrow Fund,” until all the Prior Bonds have been redeemed and interest thereon paid as provided herein.

Monies or securities deposited in the Escrow Funds shall be held at all times as separate and apart from all other funds of the City and the Escrow Agent, and shall be applied solely as provided for in this Escrow Agreement.
4904-9571-5746 2 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)
Pending application as provided in this Escrow Agreement, amounts and securities on deposit in the Escrow Funds are hereby irrevocably pledged to secure the payment of the principal of and interest on the Prior Bonds, for the benefit of the registered owners of the Prior Bonds.

On the closing date for the Bonds, the City shall cause to be transferred to the Escrow Agent the total amount shown below, from the following sources:

Bonds Proceeds
[Transfer from City (CFD No. 2006-1 Special Tax Receipts)] Transfer from 2007 Bonds Special Tax Fund
Transfer from 2007 Bonds Reserve Fund
Total
Section 2. Investment of Money in Escrow Fund. The City hereby directs the Escrow Agent to deposit the foregoing amounts received by it in the Series 2007 Escrow Fund, and apply such funds as follows:

The Escrow Agent hereby agrees to (i) purchase certain permitted securities which qualify as non-callable legal investments and are “Federal Securities” as defined in the 2007 Indenture (the “Defeasance Securities”), described in Schedule I hereto and incorporated by this reference, in the amount of $[______], and (ii) hold the amount of $[____] as cash uninvested, such that the Defeasance Securities will earn interest in such amounts and mature in such principal amounts and, in each case, at such times, so that sufficient moneys will be available from maturing principal and interest on the Defeasance Securities, together with any uninvested moneys then held by the Escrow Agent in the Series 2007 Escrow Fund to make all payments required by Section 3 hereof to redeem the Prior Bonds on September 1, 2026 (the “Redemption Date”), all as verified by and as shown in the report (the “Verification Report”) of Causey Public Finance LLC (the “Verification Agent”), a firm of nationally recognized independent public accountants.

Section 3. Payment from Escrow Fund. The City hereby directs, and the Escrow Agent agrees to apply the amounts on deposit in the Series 2007 Escrow Fund to pay and redeem the Prior Bonds on the Redemption Date at a price equal to the principal amount of the Prior Bonds together with interest accrued thereon, without premium (the “Redemption Price”), all in accordance with the Verification Report.

The Escrow Agent shall transfer such monies to the Trustee for the Prior Bonds as necessary to make the payments due on such bonds. Such transfers shall constitute the respective payments of the redemption prices on the Prior Bonds, due from the City.

After having made the payments required pursuant to this Section, the Escrow Agent shall transfer any excess amounts remaining in the Escrow Funds on the Redemption Date to the Fiscal Agent for deposit in the Special Tax Fund established for the Bonds, and shall thereafter close the account.

Section 4. Deficiencies in Escrow Fund. If at any time the Escrow Agent receives actual knowledge that the cash on deposit in the Series 2007 Escrow Fund will not be sufficient to 4904-9571-5746 3 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)
make any payment required by Section 3 (Payment from Escrow Fund) with respect to the Prior Bonds, the Escrow Agent shall notify the City of such fact and the City shall immediately use its best efforts to obtain and submit to the Escrow Agent, for deposit in the Series 2007 Escrow Fund, such additional money as may be required to cure such deficiency. The Escrow Agent has no liability for any such insufficiency.

Section 5. Notices of Redemption & Defeasance. The City hereby irrevocably instructs the Escrow Agent, and the Escrow Agent as Trustee agrees in accordance with the terms and conditions of the 2007 Indenture to provide (1) notice of defeasance (within ten days of the deposit into the Series 2007 Escrow Fund provided for in Section 2 hereof) and (2) notice of redemption (not fewer than 30 nor more than 45 days prior to the Redemption Date), such notices to be provided in the time and manner specified in the 2007 Indenture and substantially in the forms shown in Exhibit A.

Section 6. Compensation to Escrow Agent

6.1 Compensation. The City shall pay the Escrow Agent full compensation for its services under this Escrow Agreement in accordance with the terms and conditions set forth in the Escrow Agent's fee schedule then in effect for services as Escrow Agent, including out-of-pocket costs such as publication costs, redemption expenses, and other costs and expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase, substitution or withdrawal of any securities after the date hereof. Under no circumstances shall amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes. The Escrow Agent has no lien upon or right of set off against the cash and securities at any time on deposit in the Escrow Funds.

6.2 Indemnification of Escrow Agent. The City shall indemnify, defend and hold harmless the Escrow Agent and its officers, directors, employees, representatives and agents, from and against and reimburse the Escrow Agent for any and all claims, obligations, liabilities, losses, damages, actions, suits, judgments, reasonable costs and expenses (including reasonable attorneys' and agents' fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Escrow Agent directly or indirectly relating to, or arising from, claims against the Escrow Agent by reason of its participation in the transactions contemplated hereby, except to the extent caused by the Escrow Agent's negligence or willful misconduct. The provisions of this Section 6 shall survive the termination of this Escrow Agreement or the earlier resignation or removal of the Escrow Agent.

Section 7. Functions, Immunities-and Liabilities of Escrow Agent. Moneys held by the Escrow Agent hereunder are to be held and applied for the payment of the Prior Bonds in accordance with the 2007 Indenture and this Escrow Agreement. The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement and no implied duties, covenants, or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall not have any liability hereunder except to the extent of its negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special, indirect or consequential damages. The Escrow Agent shall not be liable for any loss from any investment made by it in 4904-9571-5746 4 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)
accordance with the terms of this Escrow Agreement. The Escrow Agent shall not be liable for the recitals or representations contained in this Escrow Agreement, and shall not be responsible for the validity of this Escrow Agreement, the sufficiency of the Escrow Funds or the moneys and securities to pay the principal, interest and redemption premium with respect to the Prior Bonds.

Whenever in the administration of this Escrow Agreement the Escrow Agent deems it necessary or desirable that a matter be proved or established prior to taking or not taking any action, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized representative of the City and shall, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full protection for any action taken or not taken by the Escrow Agent in good faith reliance thereon.

The Escrow Agent may conclusively rely as to the truth and accuracy of the statements and correctness of any opinions or calculations provided to it in connection with this Escrow Agreement and shall be protected in acting, or refraining from acting, upon any notice, instruction, request, certificate, document, opinion or other writing furnished to the Escrow Agent in connection with this Escrow Agreement and reasonably believed by the Escrow Agent to be signed by the proper party, and it need not investigate any fact or matter stated therein.

None of the provisions of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder. 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.

The Escrow Agent shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Escrow Agent and could not have been avoided by exercising due care. Force majeure shall include acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

The Escrow Agent may at any time resign by giving 60 days written notice of resignation to the City. Upon receiving such notice of resignation, the City shall promptly appoint a successor and, upon the acceptance by the successor of such appointment, release the resigning Escrow Agent from its obligations hereunder by written instrument, a copy of which instrument shall be delivered to each of the City, the resigning Escrow Agent and the successor. If no successor shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor.

The Escrow Agent will provide the City with monthly statements of the account maintained hereunder.

The Escrow Agent agrees to accept and act upon instructions or directions pursuant to this Escrow Agreement sent by secured e-mail, facsimile transmission or other similar secured 4904-9571-5746 5 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)
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 City elects to give the Escrow Agent e-mail 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 City 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 8. Merger or Consolidation of the 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 shall be the successor to the Escrow Agent and vested with all of the title to the Escrow Fund and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

Section 9. Amendment of the Escrow Agreement. The Escrow Agreement may not be revoked or amended by the parties hereto unless there shall first have been filed with the City and the Escrow Agent (i) an unqualified opinion of bond counsel that such amendment will not adversely affect the excludability from gross income for federal income tax purposes of interest evidenced by the Bonds or the Prior Bonds, and (ii) unless such amendment is not materially adverse to the interests of the registered owners of the Prior Bonds, as evidenced by an opinion of counsel, the written consent of the registered owners of all Prior Bonds then outstanding.

Section 10. Governing Law. The Escrow Agreement shall be construed and governed in accordance with the laws of the State of California.

Section 11. Notices. All notices and communications hereunder shall be in writing and shall be deemed to be duly given if received or sent by first class mail, as follows:

If to the City: City of Chowchilla
130 South Second Street
Chowchilla, CA 93610
Attention: City Administrator
If to the Escrow Agent: U.S. Bank Trust Company, National Association

ADDRESS

CITY, STATE, ZIP
Attention: ____________
4904-9571-5746 6 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)
Section 12. Severability. If any section, paragraph, sentence, clause or provision of the 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 the Escrow Agreement.

Section 13. Definitions. Capitalized terms used herein and not defined herein shall have the definitions ascribed to such terms by the Fiscal Agent Agreement and the 2007 Indenture.

Section 14. Execution. The Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same agreement.
[Remainder of page intentionally left blank; signatures follow on next page] 4904-9571-5746 S-1 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)
IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement by their officers thereunto duly authorized as of the day and year first written above.

CITY OF CHOWCHILLA
By:

Rod Pruett, City Administrator
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Escrow Agent
By:

Authorized Officer
4904-9571-5746 I-1 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)

SCHEDULE I

DEFEASANCE SECURITIES
Security Type Maturity First IPD Par Amount
SLGS 09/01/2026 09/01/2026
4904-9571-5746 I-1 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)

EXHIBIT A

FORM OF NOTICE OF DEFEASANCE

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2006-1, IMPROVEMENT AREA 1 SPECIAL TAX BONDS, SERIES 2007
Original
Issue Date
Maturity
(September 1)
Principal
Amount
Interest
Rate
Redemption
Price
CUSIP
Number Redemption Date
June 7, 2007 2027 $1,500,000 5.000% 100.00 170467 AQ7 September 1, 2026 June 7, 2007 2037 4,345,000 5.000 100.00 170467 AR5 September 1, 2026 NOTICE IS HEREBY GIVEN pursuant to the Trust Indenture dated as of May 1, 2007 (the “Indenture”), between the City of Chowchilla (the “City”) and U.S. Bank Trust Company, National Association (formerly, U.S. Bank National Association), as trustee thereunder (the “Trustee”), which authorized and provided for the issuance and sale of the above-captioned bonds (the “Bonds”), that the City has deposited in escrow with U.S. Bank Trust Company, National Association, as its escrow agent (the “Escrow Agent”), money in the necessary amount (as evidenced in a verification report provided to the Escrow Agent) to pay and redeem, on September 1, 2026, the Bonds shown in the table above.

The owners of the Bonds are no longer entitled to the pledge of assets made under the Indenture. All agreements and covenants of the City contained in the Indenture with respect to the Bonds have been released and have ceased, terminated, become void and have been discharged and satisfied, except for the obligation to pay the redemption price of the Bonds, together with interest accrued thereon to the date fixed for redemption, but only from moneys on deposit with the Escrow Agent.

The Escrow Agent will send a notice of redemption to the owners of the Bonds prior to the redemption date in accordance with the requirements of the Indenture.

THIS IS NOT A NOTICE OF REDEMPTION. THIS NOTICE OF DEFEASANCE IS FOR

INFORMATION PURPOSES ONLY, AND DOES NOT REQUIRE OR SOLICIT THE PRESENT SURRENDER OF THE DESCRIBED BONDS.

DATED: (date of notice generation) U.S. Bank Trust Company, National Association, as Escrow Agent
4904-9571-5746 I-1 City of Chowchilla Escrow Agreement
CFD No. 2025-2 Special Tax Bonds
(Replacement of CFD 2006-1)

FORM OF NOTICE OF REDEMPTION

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2006-1, IMPROVEMENT AREA 1 SPECIAL TAX BONDS, SERIES 2007
NOTICE IS HEREBY GIVEN pursuant to the Trust Indenture dated as of May 1, 2007 (the “Indenture”), which authorized and provided for the issuance and sale of the above-captioned bonds (the “Bonds”), that:

The City of Chowchilla (the “City”) has called for redemption on September 1, 2026 (the “Redemption Date”), all of the outstanding Bonds maturing identified below, at a redemption price equal to 100% of the principal amount of the Bonds called for redemption, plus interest accrued thereon to the Redemption Date.

The Bonds to be redeemed are further identified as follows:

Original
Issue Date
Maturity
(September 1)
Principal
Amount
Interest
Rate
Redemption
Price
CUSIP
Number Redemption Date
June 7, 2007 2027 $1,500,000 5.000% 100.00 170467 AQ7 September 1, 2026 June 7, 2007 2037 4,345,000 5.000 100.00 170467 AR5 September 1, 2026 The redemption price of the Bonds, and interest accrued thereon to the Redemption Date, become due and interest on the Bonds shall cease to accrue from and after the Redemption Date.

On the Redemption Date, the Bonds shall be surrendered at the office of U.S. Bank Trust Company, National Association, as Trustee, at the address shown below for redemption. [TO COME]

IMPORTANT NOTICE
Under the Jobs Growth Tax Relief Reconciliation Act of 2003 (the “Act”), 24% will be withheld if tax identification number is not properly certified. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your securities.

DATED: (date of notice generation) U.S. Bank Trust Company, National Association, as escrow agent
PRELIMINARY OFFICIAL STATEMENT DATED [JUNE ___ 2026]
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

This Preliminary Official Statement and the information contained herein are subject to completion and amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

NEW ISSUE – BOOK ENTRY ONLY NOT RATED
In the opinion of Lozano Smith, LLP, Sacramento, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes. In addition, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; however, interest on the Bonds is taken into account in determining annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on certain corporations. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Bond Counsel expresses no other opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual, or receipt of interest on, the Bonds. See “TAX MATTERS.”
$5,330,000*

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2025-2

SPECIAL TAX BONDS
(Replacement of CFD 2006-1)
Dated: Date of Issuance Due: September 1, as shown on inside cover The $5,330,000* City of Chowchilla Community Facilities District No. 2025-2 (“CFD No. 2025-2” or the “Community Facilities District”) Special Tax Bonds (Replacement of CFD 2006-1) (the “Bonds”) are being issued by the City of Chowchilla (the “City”) in order to defease and redeem the City of Chowchilla Community Facilities District No. 2006-1 (“CFD 2006-1”), Improvement Area 1, Special Tax Bonds, Series 2007 (the “Prior Bonds”). Proceeds of the Bonds will also be used to establish a reserve fund for the Bonds, pay capitalized interest on the Bonds, and pay the costs of issuance of the Bonds. The Bonds are being issued pursuant to a Fiscal Agent Agreement dated July 1, 2026, between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”).

The Bonds are payable from the levy of the Special Tax (as defined in the Fiscal Agent Agreement) on certain real property located within the boundaries of the Community Facilities District, and from moneys in certain funds established under the Fiscal Agent Agreement. The Special Tax will be levied according to the rate and method of apportionment for the special taxes imposed in the Community Facilities District that was approved on February 24, 2026, by the qualified electors of the Community Facilities District. See “SECURITY FOR THE BONDS.”
Interest on the Bonds is payable on March 1 and September 1 of each year, commencing on September 1, 2026. The Bonds will be issued in book-entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Individual purchases of the Bonds will be made in book-entry form only. Purchasers of the Bonds will not receive physical certificates representing their ownership interests in the Bonds purchased. The Bonds will be issued in denominations of $5,000 in principal amount and any integral multiple thereof. Principal of and interest on the Bonds are payable directly to DTC by the Fiscal Agent.

Upon receipt of payments of principal and interest, DTC will in turn distribute such payments to the beneficial owners of the Bonds. See “THE BONDS – General Provisions” and APPENDIX F – DTC and the Book Entry Only System.

The Bonds are subject to mandatory redemption from Special Tax Prepayments (as such term is defined in the Fiscal Agent Agreement), and mandatory sinking fund redemption, all as more fully described herein. See “THE BONDS – Redemption.”

NONE OF THE FAITH AND CREDIT OF THE CITY, THE COUNTY OF MADERA OR THE STATE OF CALIFORNIA OR OF ANY OF ITS POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE BONDS. EXCEPT FOR THE SPECIAL TAX, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL

OBLIGATIONS OF THE CITY BUT ARE LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM SOURCES AND

FUNDS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT.

This cover page contains certain information for quick reference only. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision with respect to the Bonds. The purchase of the Bonds involves significant risks, and the Bonds are not appropriate investments for all types of investors. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of certain risk factors that should be considered, in addition to the other matters discussed herein, in considering the investment quality of the Bonds.

MATURITY SCHEDULE
(see inside cover)
The Bonds are offered when, as and if issued by the City, subject to approval as to their legality by Lozano Smith LLP, Sacramento, California, Bond Counsel, and certain other conditions. Certain legal matters with respect to the Bonds will be passed upon for the City by Lozano Smith LLP, Sacramento, California, in its capacity as City Attorney, and by Lozano Smith LLP, Sacramento, California, in its capacity as Disclosure Counsel to the City for the Bonds. Certain legal matters related to the Bonds will be passed upon for the Underwriter by Kutak Rock LLP, Los Angeles, California, acting as Underwriter’s Counsel. Delivery of the Bonds is expected to occur through the facilities of DTC on or about [______], 2026. [UNDERWRITER LOGO]
The date of this Official Statement is ________, 2026.

* Preliminary, subject to change.
$5,330,000*

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2025-2

SPECIAL TAX BONDS
(Replacement of CFD 2006-1)
Maturity Schedule
CUSIP Base: __________ †
Maturity Date
(September 1)
Principal
Amount
Interest
Rate Yield
CUSIP
Suffix †
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
$__________ _____% Term Bonds due September 1, 20___ Yield _____% CUSIP (1): _____

† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2026 CUSIP Global Services. All rights reserved. CUSIP® numbers are provided for convenience of reference only. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. Neither the Underwriter, the City, the County, Bond Counsel, Disclosure Counsel, nor the Municipal Advisor are responsible for the selection or correctness of the CUSIP® numbers set forth above.

* Preliminary, subject to change.
-iGENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
The information contained in this Official Statement has been obtained from sources that are believed to be reliable.

No representation, warranty or guarantee, however, is made by the Underwriter as to the accuracy or completeness of any information in this Official Statement, including, without limitation, the information contained in the Appendices, and nothing contained in this Official Statement should be relied upon as a promise or representation by the Underwriter.

Neither the City nor the Underwriter has authorized any dealer, broker, salesperson or other person to give any information or make any representations with respect to the offer or sale of Bonds other than as contained in this Official Statement. If given or made, any such information or representations must not be relied upon as having been authorized by the City or the Underwriter. The information and expressions of opinion in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Bonds shall under any circumstances create any implication that there has been no change in the affairs of any party described in this Official Statement, or in the status of any property described in this Official Statement, subsequent to the date as of which such information is presented.

This Official Statement and the information contained in this Official Statement are subject to amendment without notice. The Bonds may not be sold, and no offer to buy the Bonds may be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This Official Statement is not to be construed as a contract with the purchasers or owners of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly described herein, are intended solely as such and are not to be construed as representations of fact. This Official Statement, including any supplement or amendment hereto, is intended to be deposited with a nationally recognized municipal securities depository.

When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City or any other entity described or referenced in this Official Statement, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar expressions identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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.

All summaries of the documents referred to in this Official Statement are qualified by the provisions of the respective documents summarized and do not purport to be complete statements of any or all of such provisions.

The Underwriter is expected to provide a statement substantially in the following form, for inclusion in the Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

In connection with the offering of the Bonds, the Underwriter may overallot or effect transactions that stabilize or maintain the market prices of the Bonds at levels above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Bonds to certain dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside cover page of this Official Statement, and those public offering prices may be changed from time to time by the Underwriter.

The Bonds have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from the registration requirements contained in the Securities Act. The Bonds have not been registered or qualified under the securities laws of any state.

For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission (“Rule 15c2-12”), this Preliminary Official Statement constitutes an “official statement” with respect to the Bonds that has been deemed “final” by the City as of its date except for the omission of no more than the information permitted by Rule 15c2-12.

The City and certain of the taxpayers within the Community Facilities District maintain Internet websites. Information contained on those websites is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds.
-iiCITY OF CHOWCHILLA
City Council
Kelly Smith, Mayor
Ray Barragan, Mayor Pro Tem
Jeff Troost, Councilmember
John Chavez, Councilmember
Waseem Ahmed, Councilmember
City Officials
Rod Pruett, City Administrator
Denise Munoz, Community and Economic Development Director Daniel Seeto, Finance Director
Jason Rogers, Public Works Director
Joann McClendon, City Clerk

PROFESSIONAL SERVICES
City Attorney
Lozano Smith LLP
Sacramento, California
Municipal Advisor
Wulff, Hansen & Co.

San Rafael, California
Special Tax Consultant
and
Dissemination Agent
NBS
Temecula, California
Bond Counsel and Disclosure Counsel
Lozano Smith LLP
Sacramento, California
Appraiser
Integra Realty Resources
Sacramento, California
Fiscal Agent
U.S. Bank Trust Company, National Association
Los Angeles, California
-iiiTABLE OF CONTENTS
INTRODUCTION............................................................................1 General ..........................................................................................1 The Community Facilities District.............................................2 Bond Authority ............................................................................3 The Bonds .....................................................................................4 The Appraisal...............................................................................4 Limited Obligation.......................................................................4 Issuance of Additional Bonds.....................................................5 Special Risk Factors .....................................................................5 Continuing Disclosure................................................................. 5 Other Information........................................................................6 PLAN OF FINANCING..................................................................6 Sources and Uses of Funds .........................................................6 Redemption of Prior Bonds ........................................................7 THE BONDS.....................................................................................7 Authority for Issuance................................................................. 7 General Provisions.......................................................................8 Redemption ..................................................................................8 Transfer or Exchange of Bonds ................................................10 Scheduled Debt Service.............................................................11 SECURITY FOR THE BONDS .....................................................11 General ........................................................................................ 11 Collection of the Special Tax.....................................................13 Covenant for Foreclosure..........................................................14 Special Tax Fund........................................................................15 Bond Reserve Fund....................................................................15 Additional Debt..........................................................................16 THE COMMUNITY FACILITIES DISTRICT .............................16 General ........................................................................................17 Environmental Conditions .......................................................18 PROPERTY VALUES AND SPECIAL TAXES...........................20 Property Ownership by Projected Share of Special Tax .......20 Rancho Calera.............................................................................20 AutoZone Texas LLC................................................................. 22 Other Anticipated Development..............................................23 Valuation of Property in the Community Facilities District . 23 Appraised Property Value........................................................23 Value-To-Lien Ratios ................................................................. 25 Assessed Value of the Community Facilities District ...........27 Estimated Debt Service Coverage............................................28 Delinquencies .............................................................................28 Overlapping Liens and Priority of Lien..................................29 Estimated Tax Burden on Single-Family Houses .................. 31 No Teeter Plan ........................................................................... 33 SPECIAL RISK FACTORS............................................................ 33 No General Obligation of the City or the Community
Facilities District...................................................................... 33 Concentration of Ownership.................................................... 33 Payment of the Special Tax is not a Personal Obligation ..... 34 Property Value ........................................................................... 34 Exempt Properties ..................................................................... 35 Increased Mortgage Interest Rates .......................................... 35 Value-to-Lien Ratios.................................................................. 36 Insufficiency of the Special Tax; Depletion of the Bond Reserve Fund ........................................................................... 36 Parity Taxes and Special Assessments.................................... 37 Potential Early Redemption of Bonds from Special Tax
Prepayments ............................................................................ 37 Tax Delinquencies ..................................................................... 37 Bankruptcy Delays .................................................................... 38 Proceeds of Foreclosure Sales .................................................. 38 Natural Disasters ....................................................................... 39 Hazardous Substances .............................................................. 39 Disclosure to Future Purchasers.............................................. 40 Property Interests of Government Agencies; Federal Deposit Insurance Corporation............................................................ 40 No Acceleration Provision........................................................ 42 Taxability Risk ........................................................................... 42 Enforceability of Remedies....................................................... 42 No Secondary Market ............................................................... 43 Proposition 218 .......................................................................... 43 Ballot Initiatives ......................................................................... 44 IRS Audit of Tax-Exempt Bond Issues.................................... 44 TAX MATTERS ............................................................................. 44 LEGAL MATTERS ........................................................................ 47 MUNICIPAL ADVISOR............................................................... 47 NO RATING .................................................................................. 47 NO LITIGATION .......................................................................... 48 UNDERWRITING......................................................................... 48 CONTINUING DISCLOSURE..................................................... 48 MISCELLANEOUS ....................................................................... 49

APPENDIX AGENERAL INFORMATION ABOUT THE CITY OF CHOWCHILLA AND THE COUNTY OF MADERA

APPENDIX B RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES

APPENDIX C SUMMARY OF THE FISCAL AGENT AGREEMENT

APPENDIX DFORM OF OPINION OF BOND COUNSEL

APPENDIX E FORMS OF CONTINUING DISCLOSURE AGREEMENTS

APPENDIX F DTC AND THE BOOK-ENTRY ONLY SYSTEM

APPENDIX GAPPRAISAL REPORT
-ivREGIONAL LOCATION MAP
-vCOMMUNITY FACILITIES DISTRICT NO. 2025-2 BOUNDARIES
-1-

OFFICIAL STATEMENT
$5,330,000*

THE CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2025-2

SPECIAL TAX BONDS
(Replacement of CFD 2006-1)
This Official Statement, including the cover page and appendices hereto, sets forth certain information concerning the issuance by the City of Chowchilla, California (the “City”), of its City of Chowchilla Community Facilities District No. 2025-2 (the “Community Facilities District”) Special Tax Bonds (Replacement of CFD 2006-1) (the “Bonds”).

INTRODUCTION
General
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in this entire Official Statement, including the cover page and appendices hereto, and the documents summarized or otherwise described herein. A full review should be made of this entire Official Statement and such documents prior to making an investment in the Bonds. The sale and delivery of the Bonds to potential investors is made only by means of the entire Official Statement.

The Bonds are being issued under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”), and a Fiscal Agent Agreement, dated as of July 1, 2026 (the “Fiscal Agent Agreement”), between the City of Chowchilla (the “City”) and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings given to them in the Fiscal Agent Agreement. See APPENDIX C – Summary of the Fiscal Agent Agreement.

The Fiscal Agent Agreement provides for the issuance of the Bonds, which are secured by a Bond Payment Special Tax (as such term is defined in the Rate and Method of Apportionment of Special Tax (the “Rate and Method of Apportionment”) attached hereto as APPENDIX B, and referred to herein as the “Special Tax”) levied on and collected from taxable property (the “Taxable Property,” as that term is defined in the Rate and Method of Apportionment of Special Tax) in the Community Facilities District.

The City will also levy an annual special tax within the Community Facilities District to fund certain municipal services, but those tax revenues will not be available to pay debt service on the Bonds.

The Bonds are being issued to defease and redeem the City of Chowchilla Community Facilities District No. 2006-1 (“CFD 2006-1”), Improvement Area 1, Special Tax Bonds, Series 2007 (the “Prior

* Preliminary, subject to change.
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Bonds”). Proceeds of the Bonds will also be used to (i) pay capitalized interest on the Bonds, (ii) establish a reserve fund for the Bonds and (iii) pay the costs of issuance of the Bonds. See “PLAN OF FINANCING – Sources and Uses of Funds.”
The Bonds are payable solely from the proceeds of the Special Tax and from moneys in certain funds and accounts established under the Fiscal Agent Agreement. The Special Tax is levied according to the Rate and Method of Apportionment, which was approved on February 24, 2026, by the vote of the qualified electors in the Community Facilities District. See “SECURITY FOR THE Bonds — Special Tax” and APPENDIX B — “Rate and Method of Apportionment of Special Taxes.” The Special Tax will be collected in the same manner and at the same time as ad valorem property taxes.

General information about the City and the County of Madera is included in APPENDIX A hereto. The Bonds are not general obligations of the City; they are limited obligations payable solely from the proceeds of the Special Tax and from moneys in certain funds and accounts established under the Fiscal Agent Agreement.

There are risks inherent in the purchase of the Bonds. See “SPECIAL RISK FACTORS” for a discussion of some of the special risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Bonds.

The Community Facilities District
The Community Facilities District was formed by the City Council of the City (the “City Council”) pursuant to proceedings under the Act on October 28, 2025. The Act authorizes local governmental entities to establish community facilities districts as legally constituted governmental entities with defined boundaries, with the legislative body of the local applicable governmental entity acting on behalf of the community facilities district. Subject to approval by at least a two-thirds vote of the votes cast by the qualified electors within a community facilities district and compliance with the provisions of the Act, the legislative body may issue bonds for the community facilities district established by it and may levy and collect a special tax within such community facilities district to repay such bonds.

The City Council previously, through formation proceedings in 2006, established the City’s Community Facilities District No. 2006-1 (“CFD 2006-1”). Following the formation of CFD 2006-1, the qualified electors of CFD 2006-1 voted to approve the levy of a special tax pursuant to a rate and method of apportionment (the “2006 Rate and Method”) and the issuance of bonds of CFD 2006-1. The Prior Bonds were issued on June 7, 2007, pursuant to this authorization.

CFD 2006-1 was formed and the Prior Bonds were issued, based on economic conditions and development plans as of 2007, prior to the recession which began in 2008. Due to changed economic conditions and development plans since that time, and based on the City’s modernized overall infrastructure financing plans and development agreements, it became necessary to change the 2006 Rate and Method, and other characteristics of CFD 2006-1 including the improvement areas and onerous financial covenants found in the Prior Bonds’ issuance documents, in order to shift its focus to nowplanned developments both in and out of CFD 2006-1. -3-
The City Council established the Community Facilities District for the express purpose of ultimately replacing CFD 2006-1, and obtained authorization to issue the Bonds in order to redeem the 2007 Bonds, pursuant to the following proceedings, all pursuant to the Act.

On September 23, 2025, the City Council adopted Resolution No. 74-25 (the “Resolution of Intention”), stating its intention to form the Community Facilities District, to authorize the levy of a special tax on the taxable property within the Community Facilities District, and to incur bonded indebtedness for the purpose of the repayment of the Prior Bonds. Subsequent to a noticed public hearing, the City Council adopted Resolution No. 87-25 on October 28, 2025, (the “Resolution of Formation”) which established the Community Facilities District and the Rate and Method of Apportionment of a special tax within the Community Facilities District. The City Council also adopted Resolution No. 88-25 on October 28, 2025, which determined the necessity to incur bonded indebtedness within the Community Facilities District. Finally, the City Council adopted Resolution No. 89-25 on October 28, 2025, calling an election within the Community Facilities District on the proposition of incurring bonded indebtedness, levying a special tax, and setting an appropriations limit.

On February 24, 2026, an election was held within the Community Facilities District at which the qualified electors of the Community Facilities District eligible to vote approved the measure authorizing the levy of special taxes in the Community Facilities District and authorized the issuance of bonds for the Community Facilities District in an amount not to exceed $6,500,000, to be secured by the Special Tax, for the purpose of repaying the outstanding Prior Bonds. On April 14, 2026, the City Council adopted Ordinance No. 537-26 (the “Ordinance”) levying the special tax pursuant to the Rate and Method of Apportionment approved at the February 24, 2026, election, a copy of which is attached hereto as APPENDIX B.

The Bonds are being issued and delivered pursuant to the provisions of the Act and the Fiscal Agent Agreement. See “THE BONDS” herein.

The Community Facilities District is located in the City of Chowchilla and consists of approximately 819.71 gross acres within the City. Ownership of property within the Community Facilities District is varied. Current development plans for the property within the Community Facilities District call for a mix of single-family and multifamily residential housing, commercial, office and industrial land uses. See “THE COMMUNITY FACILITIES DISTRICT” herein.

Bond Authority
The Bonds are authorized to be issued pursuant to the Act, the approval of the qualified electors of the Community Facilities District at the election held on February 24, 2026, Resolution # [____] adopted by the City Council on June 9, 2026, and the Fiscal Agent Agreement. See “THE BONDS – Authority for Issuance.”
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The Bonds
General. The Bonds will be issued only as fully registered bonds, in denominations of $5,000 or any integral multiple thereof, and will bear interest at the rates per annum and will mature on the dates and in the principal amounts set forth on the inside cover page of this Official Statement. The Bonds will be dated the date of their issuance and interest on the Bonds will be payable on March 1 and September 1 of each year, commencing September 1, 2026 (each an “Interest Payment Date”). The Bonds will be issued in book-entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. See “THE BONDS – General Provisions.” Redemption Prior to Maturity. The Bonds are subject to mandatory redemption from Special Tax Prepayments and mandatory sinking payment redemption prior to maturity. See “THE BONDS – Redemption” and “SPECIAL RISK FACTORS – Potential Early Redemption of Bonds from Special Tax Prepayments.”
The Appraisal
Integra Realty Resources, Sacramento, California (the “Appraiser”) has prepared an Appraisal Report dated May 26, 2026 (the “Appraisal Report”), with a valuation date of April 29, 2026, estimating the aggregate market value of the undeveloped property within the Community Facilities District at $37,119,178. Taken together with the 2025-26 assessed value of developed property within the Community Facilities District ($150,274,351), the total value of taxable property within the Community Facilities District is estimated to be $187,393,529, which represents approximately 35 times the $5,330,000* aggregate principal amount of the Bonds.

The Appraisal Report, the complete text of which is set forth in APPENDIX G, should be read in its entirety by prospective purchasers of the Bonds. See also “SPECIAL RISK FACTORS – Property Value.”
No assurance can be given that should the Special Tax levied on one or more of the parcels become delinquent, and should the delinquent parcels be offered for sale at a judicial foreclosure sale, that any bid would be received for the property or, if a bid is received, that such bid would be sufficient to pay such parcel’s delinquent Special Tax. See “SPECIAL RISK FACTORS – Property Value” and “SPECIAL RISK FACTORS – Insufficiency of Special Tax.”
Limited Obligation
Although the unpaid Special Tax constitutes a lien on parcels within the Community Facilities District on which it is levied, it does not constitute a personal indebtedness of the property owners. There is no assurance that any current and future property owners will be financially able to pay the Special Tax levied on their property in the Community Facilities District, or that they will pay the Special Tax even though financially able to do so.

* Preliminary, subject to change.
-5-

NEITHER THE FAITH AND CREDIT OF THE CITY OF CHOWCHILLA, NOR THE STATE OF

CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY, BUT ARE LIMITED

OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE LEVY OF THE SPECIAL TAX ON

TAXABLE PROPERTY IN THE COMMUNITY FACILITIES DISTRICT, AND FROM AMOUNTS IN

CERTAIN FUNDS ESTABLISHED UNDER THE FISCAL AGENT AGREEMENT, AS MORE FULLY DESCRIBED HEREIN.

Issuance of Additional Bonds
The City may issue additional bonds payable from the Special Tax but only for the purpose of refunding the Bonds and only if the total Debt Service on the refunding bonds is less than total Debt Service on the Bonds to be refunded.

Special Risk Factors
Certain events could affect the ability of the City to pay the principal of and interest on the Bonds when due. Except for the Special Tax, no other taxes are pledged to the payment of the Bonds. See “SPECIAL RISK FACTORS” for a discussion of certain factors that should be considered in evaluating an investment in the Bonds. The purchase of the Bonds involves significant risks, and the Bonds are not appropriate investments for all types of investors.

Continuing Disclosure
The City has agreed to provide, or cause to be provided, to the Electronic Municipal Market Access (“EMMA”) maintained by the Municipal Securities Rulemaking Board certain annual financial and other information. The top taxpayer and largest property owner in the Community Facilities District, Rancho Calera, LLC (the “Developer”), has agreed to provide semiannual reports to EMMA with certain limited information, and the City and the Developer have further agreed to provide notice to EMMA of certain enumerated events.

The covenants and continuing disclosure obligations of the City have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”).

The continuing disclosure obligations of the Developer have been incurred to assist the Underwriter in the marketing of the sale of the Bonds. The semiannual and enumerated event reporting obligations for the Developer will terminate when it and any affiliate or affiliates of it are no longer responsible for payment of 20% or more of the Special Tax of the Community Facilities District, or the date on which the Developer prepays in full all of the Special Tax of the Community Facilities District attributable to the Developer’s Taxable Property within the Community Facilities District. -6-
See “CONTINUING DISCLOSURE” for a description of the specific nature of the annual reports, semiannual reports and notices of significant events, and see APPENDIX E for complete copies of the Continuing Disclosure Agreement of the City and the Continuing Disclosure Certificate of the Developer pursuant to which such reports and notices are to be made.

Other Information
This Official Statement speaks only as of its date, and the information contained in this Official Statement is subject to change without notice. Except where otherwise indicated, all information contained in this Official Statement has been provided by the City.

Copies of the Fiscal Agent Agreement and certain other documents referenced in this Official Statement are available for inspection at the office of, and (upon written request and payment to the City of a charge for copying, mailing and handling) are available for delivery from, the City Clerk, City of Chowchilla, 130 South 2nd Street, Chowchilla, California 93610.

PLAN OF FINANCING
Sources and Uses of Funds
The sources and uses of funds in connection with the Bonds are as follows:

Sources
Principal of Bonds $
[Plus/Less]: Net Original Issue Premium/Discount
Prior Bonds Debt Service Funds
Prior Bonds Reserve Fund
Total Sources $
Uses
Escrow Fund $
Interest Fund
Costs of Issuance (1)
Deposit to Reserve Fund (2)
Total Uses $

(1) Includes Underwriters’ discount, fees of Bond Counsel and Disclosure Counsel, fees of the Municipal Advisors, initial fees, expenses and charges of the Fiscal Agent, fees of the Verification Agent, costs of printing the Official Statement, administrative fees of the City and other costs of issuance. (2) Funded in the amount of the Bond Reserve Requirement. -7-
Redemption of Prior Bonds
The net proceeds of the Bonds will be applied, together with certain moneys in funds and accounts established for the Prior Bonds, to defease and redeem the Prior Bonds, as further described below. Upon the defeasance of the Prior Bonds, the City will prepare, file and record a notice of cessation of special taxes with respect to the Prior Bonds.

Escrow Fund Deposit. The City will deliver the net proceeds of the Bonds to the U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) for deposit into an escrow fund for the Prior Bonds (the “Escrow Fund”) established under an escrow agreement between the District and the Escrow Agent (the “Escrow Agreement”).

Redemption of Prior Bonds. The outstanding Prior Bonds are subject to optional redemption on any interest payment date. The funds deposited in the Escrow Fund will be used to redeem the outstanding Prior Bonds on September 1, 2026 (the “Redemption Date”), at a redemption price equal to the principal amount of the outstanding Prior Bonds, plus interest accrued thereon to the Redemption Date.

Escrow Sufficiency; Cessation of Tax Lien upon Defeasance. The sufficiency of amounts deposited in the Escrow Fund, including escrow securities and/or cash, together with realizable interest and earnings thereon, to pay the Redemption Price on the Redemption Date will be verified by Causey Public Finance LLC (the “Verification Agent”). As a result of the deposits and the applications of funds, and assuming the accuracy of the Verification Agent’s computations, the outstanding Prior Bonds will be defeased on the delivery date of the Bonds and redeemed on the Redemption Date. Upon the defeasance of the outstanding Prior Bonds, the City will prepare, file and record a notice of cessation of special taxes with respect to the Prior Bonds and CFD 2006-1.

THE BONDS
Authority for Issuance
The Community Facilities District was formed by the City on October 28, 2025, under the authority of the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 and following of the California Government Code) (the “Act”). On February 24, 2026, the qualified landowner electors of the Community Facilities District approved the levy of the Special Tax within the Community Facilities District and the issuance of up to $6,500,000 principal amount of bonds (the “Authorization”). The Bonds are issued pursuant to the authority of the Act, the Authorization, and the Fiscal Agent Agreement.

The Bonds are authorized to be issued pursuant Resolution # [_____] adopted by the City Council on June 9, 2026, and the Fiscal Agent Agreement. The Special Tax to be used to pay debt service on the Bonds will be levied on taxable property in the Community Facilities District in accordance with the Rate and Method of Apportionment.
-8-
General Provisions
The Bonds will be issued as fully registered bonds, in denominations of $5,000 and any integral multiple thereof. The Bonds will be dated their date of delivery and will bear interest from their date at the rates and will mature on September 1, in the principal amounts and years, set forth on the inside cover page of this Official Statement. Interest on the Bonds will be computed on the basis of a 360-day year comprising twelve 30-day months and will be payable on September 1, 2026, and each March 1 and September 1 thereafter until maturity.

The Bonds will be issued in book-entry form only and, when delivered, will be registered in the name of Cede & Co., as nominee of DTC, which will act as securities depository for the Bonds. Individual purchases of the Bonds will be made in book-entry form only. Purchasers of the Bonds will not receive physical certificates representing their ownership interests in the Bonds purchased. Principal and interest payments represented by the Bonds are payable directly to DTC by the Fiscal Agent. Upon receipt of payments of principal and interest, DTC will in turn distribute such payments to the beneficial owners of the Bonds. See APPENDIX F – DTC and the Book-Entry Only System. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references in this Official Statement to the owners shall mean Cede & Co., and shall not mean the purchasers or Beneficial Owners of the Bonds.

Redemption
Mandatory Sinking Fund Redemption. The Bonds maturing on September 1, 20___, are subject to redemption prior to their stated maturity, in part, at random, from Mandatory Redemption Payments deposited into their respective Sinking Account in the following principal amounts and on the following dates, without premium:

Mandatory Redemption Date
(September 1)
Principal
Amount
20_____ $__________
20_____ __________
20_____ __________
20_____ __________
20_____ (maturity) __________
The amount of each such redemption shall be reduced proportionately in the event and to the extent of any and all early redemptions of the term Bonds, as set forth in a schedule produced by the City.

Mandatory Redemption from Proceeds of Property Owner Prepayments. Amounts deposited with the Fiscal Agent from Special Tax prepayments by landowners, shall be used to redeem the Bonds prior to maturity, as a whole or in part (by such maturities as may be specified by the City and by lot within a maturity) on the next Interest Payment Date for which notice of redemption can timely be given under the Fiscal Agent Agreement at the applicable redemption price as set forth in the table below, plus accrued interest to the date fixed for redemption.
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Redemption Date
Redemption Price
(expressed as a percentage of the principal
amount of the Bonds to be redeemed)
No assurance can be given regarding possible prepayments of the Special Tax which, if they occur, will result in a redemption of the Bonds prior to their maturity. It should be noted that any mandatory redemption of the Bonds that were purchased at a price greater than the applicable redemption price shown above could reduce the otherwise expected yield on such Bonds. See “SECURITY FOR THE BONDS” and “SPECIAL RISK FACTORS – Potential Early Redemption of Bonds from Special Tax Prepayments.”
Selection of Bonds for Redemption. If less than all the outstanding Bonds of any maturity are to be redeemed, the Fiscal Agent will select the particular Bonds to be redeemed from the outstanding Bonds of such maturity that have not previously been called for redemption, in minimum denominations of $5,000, at random in any manner that the Fiscal Agent in its sole discretion shall deem appropriate and fair.

Notice of Redemption. The Fiscal Agent is required to mail notice of redemption not less than 30 nor more than 60 days prior to the date fixed for redemption, by first class mail, to the respective registered owners of the Bonds to be redeemed at their addresses appearing on the bond register. Each notice of redemption shall state the date of such notice, the Bonds to be redeemed, the date of issue of such Bonds, the redemption date, the redemption price, the place or places of redemption (including the name and appropriate address or addresses of the Fiscal Agent), the CUSIP number (if any) of the maturity or maturities to be redeemed, and if less than all of any such maturity is to be redeemed, the numbers of the Bonds of such maturity to be redeemed, and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed, and shall give notice that further interest on such Bonds or the portions thereof redeemed will not accrue from and after the redemption date and will require that such Bonds be surrendered at the address or addresses of the Fiscal Agent so designated. The notice is also required to state that upon presentation of a Bond to be redeemed in part, there will be issued, in lieu of the unredeemed portion of principal, a new Bond or Bonds of the same maturity date of authorized denominations equal in aggregate principal amount to the unredeemed portion.

Failure of any owner to receive notice or any defect in any such notice shall not affect the sufficiency of the proceedings for redemption. Failure by the Fiscal Agent to mail notice to any one or more of the respective owners of any Bonds designated for redemption shall not affect the sufficiency of the proceedings for redemption with respect to the owner or owners to whom such notice was mailed.

So long as the book-entry system is used for determining beneficial ownership of the Bonds, the notice of redemption will be given to DTC as registered owner of the Bonds. The City may, at its option, prior -10-
to the date fixed for redemption in any notice of redemption, rescind and cancel such notice of redemption.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption are held by the Fiscal Agent, such Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Right to Rescind. The City may rescind any notice of redemption for any reason on any date prior to the date fixed for redemption by causing written notice of the rescission to be given to the owners of the Bonds called for redemption. Any redemption and notice thereof shall be rescinded, if, for any reason, on the date fixed for redemption, monies are not available in the Debt Service Fund or otherwise held in trust for such purpose in an amount sufficient to pay in full on that date the principal of, interest, and any premium due on the Bonds called for redemption. Notice of rescission of redemption shall be given in the same manner in which notice of redemption was originally given. The actual receipt by the Owner of any Bond of notice of such rescission shall not be a condition precedent to rescission, and failure to receive such notice or any defect in such notice shall not affect the validity of the rescission.

Transfer or Exchange of Bonds
So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of Bonds shall be made in accordance with DTC procedures. See APPENDIX F — “DTC and the Book-Entry Only System.” If the book-entry only system for the Bonds is ever discontinued, any Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent.

Whenever any Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver new Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange.

No transfers or exchanges of Bonds will be required to be made (i) during the period designated by the Fiscal Agent as the date for selecting Bonds for redemption, or (ii) with respect to any Bond after such Bond has been selected for redemption.
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Scheduled Debt Service
The following is the debt service schedule for the Bonds, assuming no early extraordinary redemptions from Special Tax prepayments.

Year Ending
September 1 Principal Interest
Total
Debt Service
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
Totals

SECURITY FOR THE BONDS
General
Neither the faith and credit nor the general taxing power of the City or the State of California or of any of their respective political subdivisions is pledged to the payment of the Bonds. The Bonds are not general obligations of the City but are limited obligations of the City payable solely from and secured by the Special Tax and the amounts in the Special Tax Fund, the Interest Fund, the Principal Fund, and the Bond Reserve Fund, which are held by the Fiscal Agent under the Fiscal Agent Agreement.

Although the Special Tax constitutes a lien on property subject to taxation in the Community Facilities District, it will not constitute a personal indebtedness of the owners of such property. There is no assurance that the owners will be financially able to pay the annual Special Tax or that they will pay such tax even if financially able to do so. The risk of nonpayment by property owners is more fully described in “SPECIAL RISK FACTORS – Tax Delinquencies.” Capitalized terms used in this section, “The Special Tax,” and otherwise not defined have the meanings specified in APPENDIX B —Rate and Method of Apportionment of Special Taxes.

Covenant to Levy. Pursuant to the Fiscal Agent Agreement, so long as any Bonds are outstanding, the City is required to annually levy the Special Tax against all Taxable Property in the Community Facilities District in an amount that will be sufficient, after making reasonable allowances for contingencies, errors in the levy, and anticipated delinquencies, to pay debt service on the Bonds as they -12-
become due, to pay the expenses of administering the Community Facilities District, and to replenish the Bond Reserve Fund to the Bond Reserve Requirement (defined below under “Bond Reserve Fund”) as necessary.

Special Tax Formula. The Special Taxes are levied against Taxable Property in accordance with the Rate and Method of Apportionment set forth in APPENDIX B. The process involves a number of separate steps to be performed by the City, which are described in APPENDIX B and summarized below.

The City determines the “Annual Bond Payment Special Tax Requirement” for the Community Facilities District for a given Fiscal Year, by calculating the amount required to (1) pay Debt Service on all Outstanding Bonds due in the Debt Year that commences in such Fiscal Year; (2) pay debt service on bonds expected to be issued by the Community Facilities District due in the Debt Year that commences in such Fiscal Year; (3) fund Administrative Expenses related to the Bond Payment Special Tax; (4) provide any amount required to establish or replenish a reserve fund in connection with any Bonds; and (5) provide an amount equal to reasonably anticipated Special Tax delinquencies based on the delinquency rate for Bond Payment Special Tax levied in the previous Fiscal Year as determined by the CFD Administrator, as may be limited by the Act, and without duplicating any amounts described in clauses (3) or (4).

Each Fiscal Year, the CFD Administrator determines the Assessor’s Parcel Numbers for all Taxable Property within the Community Facilities District. The CFD Administrator also determines: (i) the appropriate Development Class for each Parcel of Taxable Property; (ii) the number of Units or Acreage each Parcel contains; and (iii) the property type (i.e., Residential Property and Non-Residential Property, etc.).

The Assigned Bond Payment Special Tax and Backup Bond Payment Special Tax are specified per unit or per acre tax rates starting in Fiscal Year 2026-27, depending on the classification and type of a given parcel of Taxable Property, and annually adjusted, all as described in the Rate and Method of Apportionment, for the purpose of determining the Bond Payment Special Tax as described below. The Maximum Bond Payment Special Tax for a given parcel is the greater of the Assigned Bond Payment Special Tax and the Backup Bond Payment Special Tax, for that parcel.

Calculation of Bond Payment Special Tax. In order that the aggregate of the Bond Payment Special Tax levied against all Taxable Property equals the Annual Bond Payment Special Tax Requirement for the applicable Fiscal Year, the Bond Payment Special Tax on each parcel is levied as follows:

First: on Developed Property, proportionately at a rate of up to 100% of the applicable Assigned Bond Payment Special Tax to satisfy the Annual Bond Payment Special Tax Requirement.

Second: if additional monies are needed to satisfy the Annual Bond Payment Special Tax Requirement after the first step has been completed, on Final Map Property proportionately, at a rate of up to 100% of the Maximum Bond Payment Special Tax to satisfy the Annual Bond Payment Special Tax Requirement.
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Third: if additional monies are needed to satisfy the Annual Bond Payment Special Tax Requirement after the first two steps have been completed, on Undeveloped Property, proportionately, at a rate up to 100% of the Maximum Bond Payment Special Tax to satisfy the Annual Bond Payment Special Tax Requirement.

Fourth: If additional monies are needed to satisfy the Annual Bond Payment Special Tax Requirement after the first three steps have been completed, then the levy of the Bond Payment Special Tax on each Assessor’s Parcel of Developed Property whose Maximum Bond Payment Special Tax is determined through the application of the Backup Bond Payment Special Tax shall be increased in equal percentages from the applicable Assigned Bond Payment Special Tax up to 100% of the Maximum Bond Payment Special Tax for each such Assessor’s Parcel to satisfy the Annual Bond Payment Special Tax Requirement.

Fifth: If additional monies are needed to satisfy the Annual Bond Payment Special Tax Requirement after the first four steps have been completed, then the Bond Payment Special Tax shall be levied Proportionately on all Taxable Public Property at a rate up to 100% of the Maximum Bond Payment Special Tax for Taxable Public Property to satisfy the Annual Bond Payment Special Tax Requirement.

Collection of the Special Tax
In accordance with the Act, the Special Tax is collected in the same manner as ordinary ad valorem property taxes are collected and is subject to the same penalties and the same procedure, sale, and lien priority in case of delinquency as is provided for ad valorem taxes. The County Tax Collector may deduct the reasonable administrative costs incurred in collecting the Special Tax.

Bills for property taxes on the secured roll are mailed annually by the first of November. Such taxes 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. Property on the secured roll with respect to which taxes are delinquent becomes tax-defaulted on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of a penalty of 1.5% per month to the time of redemption, plus costs and a redemption fee.

Pursuant to Section 3691 of the California Revenue and Taxation Code, tax-defaulted property not so redeemed within five years after it has become tax-defaulted becomes subject to sale by the County Tax Collector. See also “Covenant for Foreclosure” below.

No Teeter Plan. Because the Community Facilities District does not participate in the “Teeter Plan” (which is the County’s Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds, as provided for in Section 4701 et seq. of the California Revenue and Taxation Code), collections of Special Tax will reflect actual delinquencies. -14-
Covenant for Foreclosure
The Act provides the additional remedy of judicial foreclosure for delinquencies in the payment of a special tax for so long as debt secured by the special tax is outstanding. Pursuant to the Act, the City may order the institution of a superior court action to foreclose the lien securing a delinquent Special Tax within four years after the due date of the last installment of the principal thereof. A judgment in such an action will include the amount of the delinquency for each parcel to be foreclosed, reasonable attorneys’ fees, interest, penalties, and other authorized charges and costs and will order the parcel to be sold on execution as in other cases of the sale of real property by process of the court.

Under the Act, a judicial foreclosure action is not mandatory. However, the City has covenanted in the Fiscal Agent Agreement for the benefit of the owners of the Bonds as follows:

The City will review the County’s records in connection with the collection of the Special Tax not later than August 1 of each year to determine the amount of the Special Tax collected in the prior Fiscal Year.

If the Special Tax with respect to any single parcel of Taxable Property is delinquent by more than $3,500, the City will send a notice of delinquency and a demand for immediate payment thereof to the owner of the parcel by August 15. If the delinquency is not cured by November 1, the City will institute, prosecute, and pursue foreclosure proceedings to judgment and sale in order to enforce the lien of the delinquent installments of Special Tax against such property owner’s parcel(s).

If the aggregate amount of Special Tax collected is deficient by more than 5% of the total amount of the Special Tax levied in such Fiscal Year, the City will by September 5 send a notice of delinquency and a demand for immediate payment thereof to each owner of a parcel with respect to which the Special Tax is delinquent. If a delinquency with respect to a parcel is not cured by November 1, the City will institute, prosecute, and pursue foreclosure proceedings to judgment and sale in order to enforce the lien of the delinquent installments of Special Tax against the parcel.

Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor’s filing for relief under the Federal bankruptcy laws.

No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the City to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale.
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Pursuant to the Act, the property foreclosed upon may not be sold for less than the amount of the judgment in the foreclosure action (which may include reasonable attorneys’ fees, interest, penalties, and other authorized charges and costs), plus post-judgment interest and authorized costs, unless the owners of 75% by value of the outstanding Bonds consent.

Special Tax Fund
The City has agreed in the Fiscal Agent Agreement that it will transfer all proceeds of the Special Tax to the Fiscal Agent for deposit in the Special Tax Fund, except for prepaid Special Taxes, which are deposited into the Prepayment Fund. The Fiscal Agent Agreement requires the Fiscal Agent to transfer moneys from the Special Tax Fund to other funds, as follows:

First: on or before each Interest Payment Date, to the Interest Fund the amount of interest due on the Bonds on the next Interest Payment Date; Second: on or before each September 1, to the Principal Fund the amount of principal due on the Bonds on that date;
Third: on each Interest Payment Date, to the Community Facilities Fund the amount required by the City for the payment of budgeted expenses during the six-month period beginning on such date, or to reimburse the City for the payment of unbudgeted expenses during the prior six-month period;
Fourth: on or before each Interest Payment Date, to the Bond Reserve Fund the amount required to restore the balance in the Bond Reserve Fund to an amount equal to the Bond Reserve Requirement;
Fifth: on September 5 of each year, after making the preceding payments, to the City for deposit into the Community Facilities Fund, all money remaining in the Special Tax Fund.

Bond Reserve Fund
The City is required to maintain the Bond Reserve Fund in an amount equal to the Bond Reserve Requirement, which is defined as the least of (a) maximum annual debt service on the Outstanding Bonds, (b) 125% of average annual debt service, and (c) 10% of the original stated principal amount of the Bonds (or, if the Bonds are sold with more than a de minimis amount of original issue discount or premium, 10% of the issue price of the Bonds). On the date of their issuance, the Bond Reserve Requirement for the Bonds will be $533,000.00*
. The Bond Reserve Fund will be funded using funds
currently held in the reserve fund established for the Prior Bonds, which will be available as a result of the defeasance of the Prior Bonds.

* Preliminary, subject to change.
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All amounts in the Bond Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making up any deficiency in the Interest Fund or the Principal Fund. The portion of the Bond Reserve Fund held in cash or Investment Securities may be used (together with any other moneys available therefor) for the payment or redemption of all Bonds then Outstanding; such portion may also be used for the payment of the final principal and interest payment of the Bonds. If the Special Tax is prepaid, a proportionate amount in the Bond Reserve Fund (determined by an authorized officer of the City in accordance with the Special Tax Formula) shall be transferred to the Prepayment Fund.

Moneys in the Bond Reserve Fund will be invested and the earnings deposited therein.

Whenever, on any Interest Payment Date, the amount in a Bond Reserve Fund exceeds the Bond Reserve Requirement, the Fiscal Agent will transfer an amount equal to the excess from the Bond Reserve Fund to the Community Facilities Fund or the Rebate Fund as directed by the City.

If funds in the Bond Reserve Fund are depleted, the City may levy the Special Tax in an amount in excess of the amount required to pay debt service on the Bonds, but the City may not levy such taxes at rates in excess of the Maximum Bond Payment Special Tax rate, nor may the City increase the Special Tax levied on residential property by more than 10% of the amount levied in the prior Fiscal Year owing to delinquencies or defaults of other property owners in the Community Facilities District.

Additional Debt
The City may issue additional bonds payable from the Special Tax but only for the purpose of refunding Outstanding Bonds and only if the total Debt Service on the refunding bonds is less than total Debt Service on the Bonds to be refunded.

THE COMMUNITY FACILITIES DISTRICT
The information about the development plans of Rancho Calera, LLC (the “Developer”), and AutoZone Texas LLC, a Texas Limited Liability Corporation (“AutoZone”), contained in this section of the Official Statement has been provided by representatives of the Developer and AutoZone, respectively, and has not been independently confirmed or verified by the Underwriter or the City. Neither the Underwriter nor the City has independently confirmed or verified such information nor does any such party make any representation as to the accuracy or adequacy of such information. Furthermore, there may be material adverse changes in this information after the date of this Official Statement.

No assurance can be given that the proposed development within the Community Facilities District will occur as described below. As the proposed land development progresses and parcels are sold, it is expected that the ownership of the land within the Community Facilities District will become more diversified. No assurance can be given that development of the land within the Community Facilities District will occur in a timely manner or in the configuration or intensity described herein, or that any landowner described herein will obtain or retain ownership of any of the land within the Community Facilities District. The Bonds and the Special Taxes are not personal obligations of any landowners, including the Developer and AutoZone, and, if a landowner defaults in the payment of the Special Tax, the City may proceed with judicial foreclosure but has no direct recourse to the assets of any landowner. As a result, other than as provided herein, no financial statements or information is, or will be, -17-
provided about the Developer, AutoZone, or any other landowners. The Bonds are secured solely by the levy of the Special Tax and other amounts pledged under the Fiscal Agent Agreement. See “SECURITY FOR THE BONDS” and “SPECIAL RISK FACTORS. “
General
All of the Community Facilities District is located within the boundaries of the City. The Community Facilities District consists of approximately 819.71 gross acres with title to the properties vested with a number of ownership entities and zoned for various residential and commercial uses.

Taxable property within the Community Facilities District is currently in various stages of development, as described below in “PROPERTY OWNERSHIP AND DEVELOPMENT.” Property Owners by Estimated Taxable Acres. The top 20 property owners by estimated taxable acreage in the Community Facilities District are listed below:

TABLE NO. 1
CITY OF CHOWCHILLA COMMUNITY FACILITIES DISTRICT NO. 2025-2 (Replacement of CFD 2006-1)
TOP 20 PROPERTY OWNERS BY TAXABLE ACRES
Property Owner
Taxable
Acres
Estimated
Taxable Acres
at Buildout Planned Use
Estimated
Residential
Units
at Buildout

1. Rancho Calera LLC 413.03 392.38 Mixed 1,439

2. Coalinga and Chowchilla LLC 73.48 69.81 Mixed 292

3. LG Land LLC 64.45 61.23 Non-Residential Property 0

4. TH Holdings LLC 58.92 55.97 Non-Residential Property 335

5. AutoZone Texas LLC 44.84 44.84 Non-Residential Property 0

6. JLP Ventures, LLC 38.57 36.64 Residential Property 176

7. SWBG Inv LLC 36.37 34.55 Non-Residential Property 0

8. Maddalena Nicholas et al 29.46 27.99 Non-Residential Property 0

9. Thiel Douglas E Co-Trustee 12.98 12.33 Non-Residential Property 0

10. Merced OKR LLC 9.36 9.08 Non-Residential Property 0

11. Sterling Real Est Partners II LLC 7.45 7.08 Non-Residential Property 0

12. Gil Luis 5.68 5.40 Non-Residential Property 0

13. Ruan Ben et al 5.00 4.75 Non-Residential Property 0

14. CFT NV Dev LLC 4.87 4.67 Non-Residential Property 0

15. Jon E Maring & Tamara Maring Family
PTP LP 4.78 4.78 Non-Residential Property 0

16. Yazdani Prosperity LLC 4.66 4.66 Non-Residential Property 0

17. Duff real est LLC 3.32 3.32 Non-Residential Property 0

18. Singh Darbara & Kaur Amandeep 2.00 1.90 Non-Residential Property 0

19. Joes Premium Car Wash LLC 1.57 1.57 Non-Residential Property 0

20. J R P Hospitality Inc 1.51 1.51 Non-Residential Property 0 Total Top 20 822.30 784.44 2,242

Source: Madera County Assessor’s Office; NBS.
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The details in the above table reflect those projects and land uses for which entitlement process has reached at least the tentative map stage. The “Planned Use” and “Estimated Residential Units at Buildout” columns do not account for all projects that may occur, including after potential re-zoning of property. For a discussion of planned and potential development in the Community Facilities District, see under heading “PROPERTY VALUES AND SPECIAL TAXES –Rancho Calera,” “–AutoZone Texas LLC,” and “–Other Anticipated Development” below.

Utilities. Utility services for the property in the Community Facilities District are provided by the following:

Water: City of Chowchilla
Sanitary Sewer/Drainage: City of Chowchilla
Electricity: Pacific Gas and Electric
Gas: Pacific Gas and Electric
Phone: AT&T
Fire: City of Chowchilla
Environmental Conditions
Flood Zone. Pursuant to FEMA Flood Insurance Rate Map Panel Nos. 06039-C0600E, 06039- C0875E , and 06039-C0625E, each dated effective September 26, 2008, the majority of the land in Community Facilities District is situated within Flood Zone X (area of minimal flood hazard), while a minor strip of land bordering the Ash Slough along the northern border of the northernmost properties comprising the Community Facilities District, is situated within Flood Zone A (100-year flood risk).

Soil/Geological Conditions. According to information provided by the Developer, there were no soil or geologic conditions to be mitigated with respect to the development being undertaken by the Developer on its property in the Community Facilities District.

Seismic Conditions. As described in the Appraisal, the Community Facilities District is located within an area of moderate seismic activity, considered to be the lowest risk zone in California. In addition the Community Facilities District is not located within a Fault-Rupture Hazard Zone (formerly known as an Alquist-Priolo Special Study Zone), as defined by Special Publication 42 of the California Department of Conservation, Division of Mines and Geology.

Wildfire. Three types of fires are of concern to the City: wildland, wildland urban interface, and, to a lesser extent, structural fires. The Central Valley experiences long, dry summers. The major urban / 24 wildland interface areas of moderate fire risk include the Ash Slough and Berenda Slough corridors.

The vegetative habitat associated with Ash or Berenda Sloughs can be highly flammable during the warm, dry summer months. Urban development (e.g., residential, commercial land uses) adjacent to these corridors will increase the potential risk of personal injury or property damage from a wildland fire. The Community Facilities District is not located within or adjacent to a fire severity zone. -19-
Drought and Water Shortage. The vulnerability of the City to drought is citywide, but impacts may vary and include reduction in water supply, agricultural losses, and an increase in dry fuels.

Drought impacts are wide-reaching and may be economic, environmental, and/or societal. Tracking drought impacts can be difficult. The City is a rural community that is surrounded largely by farmland that is rich in agriculture for a variety of crops including dairy, poultry, horse and cattle ranches that may utilize surface water deliveries from approximately June – September and/or from ground water pumping systems. Since the City relies on ground water wells, drought and water shortage can cause acute problems.

Hazardous Materials Transportation. In the City and outlying area, a mobile hazardous event is most likely to occur along Highways 99, 152, and SR233 and along railroad tracks. Trucks and rail cars that use these transportation corridors commonly carry a variety of hazardous materials including gasoline, other petroleum products, and other chemicals known to cause human health problems.

Severe Weather. Severe weather includes extreme heat, extreme cold, heavy snowfall, ice storms, winter storms, and/or strong winds. Extreme heat may result in utility disruption and winter storms may result in other hazards such as flooding, severe thunderstorms, tornadoes, or extreme winds. The City typically experiences severe weather during the months of June through September and in the months of December and January.
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PROPERTY VALUES AND SPECIAL TAXES
Property Ownership by Projected Share of Special Tax
The table below shows the top ten current property owners within the Community District by estimated percentage of the projected fiscal year 2027-28 Special Tax.

TABLE NO. 2
CITY OF CHOWCHILLA COMMUNITY FACILITIES DISTRICT NO. 2025-2 (Replacement of CFD 2006-1)
TOP 10 PROPERTY OWNERS BY SHARE OF SPECIAL TAX
Property Owner Acreage
Estimated
2027-28
Special Tax (1)
% Share of
Projected
2027-28
Special Tax

1. Rancho Calera, LLC 413.03 $217,817 33.7%

2. Autozone Texas LLC 44.84 95,169 14.7

3. Coalinga and Chowchilla LLC 73.48 38,751 6.0

4. LG Land LLC 64.45 33,989 5.3

5. TH Holdings LLC 58.92 31,072 4.8

6. JLP Ventures, LLC 38.57 20,340 3.1

7. SWBG Inv LLC 36.37 19,180 3.0

8. Maddalena Nicholas Et. Al. 29.46 15,536 2.4

9. Merced Okr LLC 9.36 10,806 1.7

10. Jon E Maring & Tamara Maring Family PTP LP 4.78 10,145 1.6 Total Top 10 773.26 $492,805 76.2%

(1) Based on development status as of April 16, 2026.

Source: Madera County Assessor’s Office; NBS.

Rancho Calera
Rancho Calera, LLC, is the owner of approximately 413.03 acres of property within the Community Facilities District, which property will be subject to a 2027-28 annual Special Tax levy in the estimated amount of $217,817, which represents approximately 33.7% of the total Special Tax levy in the Community Facilities District. Rancho Calera, LLC, is a California limited liability company which is wholly owned by Pembrook Development, LLC. Rancho Calera, LLC, and Pembrook Development, LLC, are together referred to herein as the “Developer.” Development Plans and Status. The taxable property owned by the Developer within the Community Facilities District is part of master-planned development known as “Rancho Calera” which includes plans to develop 2,042 residential units and approximately 308,405 square feet of commercial space. Of the foregoing total units and commercial space comprising the Rancho Calera development, [___] residential units and [____] square feet of commercial space are planned within the Community Facilities District.
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The Rancho Calera development is fully entitled for development. The City has approved a specific plan, which includes all necessary land use and zoning designations for Rancho Calera. The City and the Developer have entered into a development agreement which governs the entitlements. All environmental review processes have been completed. Tentative and final maps have also been approved by the City for multiple residential development “blocks” within Rancho Calera.

The Developer plans to sell blocks (entitled subdivisions) to merchant builders, who will in turn complete subdivision level development and build and sell individual residential units. Commercial development is anticipated to occur as the number of households reaches sufficient levels to make commercial enterprises feasible.

As of the date of this Official Statement, the Developer has received letters of intent from [__] merchant builders, for the purpose of negotiating the purchase of blocks, comprising approximately [__] planned residential units. Developer anticipates the first homes will be available for move-in around [___].

Development Experience. The Developer previously was a key participant in developing “Greenhills Estates,” a residential community and golf course in the City, immediately to the south and east of Rancho Calera. Approximately 682 single family units were constructed by builders on lots sold by Developer in Greenhills Estates.

The Developer currently owns and is developing two other projects in California in addition to Rancho Calera; one in Madera County and one in Monterey County.

The project in Madera County is a master-planned community on 791 acres, with an estimated 3,073 residential units and 134,000 square feet of commercial development, at buildout. The specific plan for this project is anticipated to be brough before the county board of supervisors sometime in 2026.

The project in Monterey County is a master-planned community on 757 acres, with an estimated 3,498 residential units and 120,000 square feet of commercial development, at buildout. The specific plan for this project has been approved, and tentative maps for 1,291 lots have been approved.

Financing Plan. The Bonds are not being issued to fund infrastructure in Rancho Calera. Rather, the Bonds are being issued to refund the Prior Bonds, which were used to fund wastewater treatment, water supply, and water storage facilities and other public improvements which will serve Rancho Calera, as well as other development within the Community Facilities District. The infrastructure and improvements (roads, utility infrastructure, parks, etc.) specific to Rancho Calera will be financed with a mix of development impact fees and special taxes.

The Developer has indicated to the City its intention to annex its property within the Community Facilities District into the City’s existing separate CFD No. 2025-1. Upon such annexation, and amendment of CFD No. 2025-1, and the issuance of bonds of CFD No. 2025-1, proceeds of such bonds will be used to prepay (to the extent authorized under the Rate and Method of Apportionment) -22-
Developer’s Special Tax obligation as to the Community Facilities District. See “REDEMPTION – Mandatory Redemption from Proceeds of Property Owner Prepayments” and “SPECIAL RISK FACTORS – Potential Early Redemption of Bonds from Special Tax Prepayments.” The City cannot predict whether or when the foregoing plan might be implemented, or at what times and in what amounts such CFD No. 2025-1 bonds will be sold.

History of Property Tax Payments; Loans; Adverse Circumstances. Developer first acquired the property comprising Rancho Calera in 2009. The majority of that property is within the Community Facilities District, and within CFD 2006-1 which is being replaced by the Community Facilities District.

CFD 2006-1 special taxes have been levied since 2007, and since acquiring the Rancho Calera property in 2009, the Developer has never failed to pay its CFD 2006-1 special tax obligation. The Developer has certified and will certify at closing, that neither it nor its affiliated entities, are or have been delinquent in the payment of special taxes or assessments on Developer-owned property in California, which includes the property owned by Developer within the Community Facilities District.

Developer has invested capital in order to acquire the Rancho Calera property and to process engineering, entitlement, environmental impact reports, and approvals and entitlements related to the development. There are, however, no liens, loans, or other financing instruments secured by the Rancho Calera property.

The Developer has represented, and will certify at the closing of the Bonds, that no event has occurred and is continuing, nor does any circumstance exist, which would materially adversely affect Developer’s ability to develop the Rancho Calera property as described above, or materially adversely affect the Developer’s ability to pay its Special Tax obligations with respect to Taxable property owned by Developer within the Community Facilities District.

AutoZone Texas LLC
AutoZone Texas, LLC, and it’s corporate owner and parent company AutoZone, Inc., are together referred to herein as “AutoZone.” Taxable property in the Community Facilities District owned by AutoZone will be subject to an estimated $95,169 Special Tax levy in 2027-28, the first fiscal year the Special Tax will be collected. This represents approximately 14.71% of the total Special Tax to be collected in Fiscal Year 2027-28, making AutoZone the second largest Special Tax taxpayer in the Community Facilities District. AutoZone’s property in the Community Facilities District consists of a recently constructed large distribution center comprising approximately 555,000 square feet of commercial warehouse space. The distribution center was completed in 2025, and now serves AutoZone retail stores in California and western states.

AutoZone first acquired its property within the Community Facilities District in 2022. Since that time, AutoZone has not been delinquent in the payment of special taxes with respect to such property. -23-
Other Anticipated Development
Legacy Ranch Residential and Commercial Development Projects. Coalinga and Chowchilla LLC and TH Holdings, LLC, related entities which are the third and fifth largest taxpayers in the Community Facilities District, respectively, have entered into a development agreement with the City providing for the development of 132.4 acres of taxable property in the Community Facilities District, known as “Legacy Ranch.” At buildout, Legacy Ranch is anticipated to include 627 single-family residential units.

Woodcrest Residential Development Projects. JLP Ventures, LLC, the sixth largest taxpayer in the Community Facilities District with 38.57 acres, is planning to develop a project which would include 176 single family residential units at buildout. The development agreement is currently being discussed among the City and Fagundes Dairy, which is the member and owner of JLP Ventures, LLC.

Proposed La Quinta Hotel. Sterling Real Estate Partners II, LLC, has submitted a development application to the City, indicating its intention to develop 7.45 acres in the Community Facilities District for a La Quinta-branded hotel. This project is in early stages of entitlement.

A-Z Travel Center Project. SWBG Inv LLC is the seventh largest taxpayer in the Community Facilities District, with 36.37 acres across 15 parcels. JRS Petro, Inc., has obtained a conditional use permit allowing for the development of a gas station, truck stop, and convenience store complex on approximately 15.24 acres of taxable property owned by SWBG Inv LLC.

Valuation of Property in the Community Facilities District The value of the land within the Community Facilities District is a critical factor in determining the investment quality of the Bonds. If a property owner defaults in the payment of the Special Tax, the City’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Taxes. See “SECURITY FOR THE BONDS - Covenant for Foreclosure” and “SPECIAL RISK FACTORS - Bankruptcy Delays and Proceeds of Foreclosure Sales.” Reductions in 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 Special Tax.

Appraised Property Value
The information below is only a summary of certain information contained in the Appraisal. The Appraisal is reprinted herein as APPENDIX G. The information below is qualified in its entirety by the complete Appraisal. The City makes no representation as to the accuracy or completeness of the Appraisal.

The Appraisal. The City ordered preparation of an appraisal report, under certain assumptions and conditions set forth in the report, dated May 26, 2026 (the “Appraisal”), of the estimated value of the undeveloped land within the Community Facilities District as of April 29, 2026. The Appraisal was -24-
prepared by Integra Realty Resources, Sacramento, California (the “Appraiser”). The conclusions reached in the Appraisal are subject to certain assumptions and qualifications that are set forth in the Appraisal. The Appraiser reported that the Appraisal was conducted in accordance with appraisal standards and guidelines found in the Uniform Standards of Professional Appraisal Practice (USPAP) and the Appraisal Standards for Land Secured Financing published by the California Debt and Investment Advisory Commission.

Valuation Methods. The Appraisal primarily employed a “sales comparison” approach to valuation. This approach is most reliable for those properties with an active market of similar properties that have sufficient sales data. This approach directly considers the prices of alternative properties having similar utility.

Because the property subject to the Appraisal is undeveloped land, the sales comparison valuation method was separated by land use category. Benchmark parcel values were developed, based on similar properties based on relevant property sales. Additional factors were considered, in order to adjust each property’s value as compared to the benchmark parcel, such as parcel sizes, access and exposure, site utility, and off-site improvements.

Assumptions and Limiting Conditions. The estimates of value in the Appraisal are subject to a number of standard assumptions that affect the estimates as to value, which are detailed in the Appraisal attached in APPENDIX G. The Appraisal did not include any extraordinary assumptions.

The estimates of market value presented in the Appraisal Report are also based on the assumption that defeasance of the Prior Bonds has been completed and therefor the estimates of market value account for the impact of replacing the CFD 2006-1 special tax lien with the lien of the Special Tax securing the Bonds.
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Value Estimates. The following estimates represent the Appraiser’s estimates of the as-is market value of the fee simple interest in the properties.

The value estimates for the properties as of April 29, 2026, date of value, using the methodology described in the Appraisal and subject to the hypothetical conditions, general assumptions and limiting conditions set forth in the Appraisal, are as follows:

TABLE NO. 3
CITY OF CHOWCHILLA COMMUNITY FACILITIES DISTRICT NO. 2025-2 (Replacement of CFD 2006-1)

CONCLUSIONS OF VALUE (UNDEVELOPED PROPERTY)
Owner Value Conclusion
Camarena Health, Inc. $ 135,000
CFT NV Dev., LLC 428,000
Coalinga and Chowchilla, LLC 2,057,000
Gil Luis 309,000
JLP Ventures, LLC 2,468,000
Khehra Kulbir 75,000
Lakhwinder Brar 135,000
LG Land, LLC 4,632,000
Maddalena Nicholas Et. Al. 1,061,000
MERCED OKR, LLC 2,041,000
Rancho Calera, LLC 14,869,000
Ruan Ben Et. Al. 490,000
Singh Darbara & Kaur Amandeep 296,000
Sterling Real Estate Partners II, LLC 387,000
SWBG INV, LLC 1,945,000
TBS Holdings, LLC 3,535,000
TH Holdings, LLC 1,650,000
Thiel Douglas E Co Trustee 571,000
Total Aggregate Value 37,084,000

Source: Integra Realty Resources.

Value-To-Lien Ratios
The Special Tax is levied on each parcel within the Community Facilities District, and only the respective individual parcel is responsible for the Special Tax.

In comparing the aggregate value of the real property within the Community Facilities District and the principal amount of the Bonds, it should be noted that only the Assessor’s parcel of real property upon which there is a delinquent Special Tax can be foreclosed upon. All of the real property within the Community Facilities District cannot be foreclosed upon as a whole to pay delinquent Special Tax unless -26-
all of the property is subject to delinquent Special Tax. Individual parcels may be foreclosed upon to pay delinquent Special Tax levied against such parcels only. See “SECURITY FOR THE BONDS.” The principal amount of the Bonds will not be allocated pro-rata among the parcels within the Community Facilities District; rather, the annual Special Tax will be billed annually for each parcel within the Community Facilities District. Upon sale of developed parcels, the buyer typically acquires the property subject to the unpaid portion of any special taxes and special taxes levied against the parcel purchased. The Special Tax is 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.

Value-To-Lien Ratios by Land Use. The total valuation (based on appraised value of undeveloped property and assessed value of improved property) of all property in the Community Facilities District that is subject to the Special Tax and the value-to-lien ratio (share of the estimated principal amount of the bonds to be issued based on the percentage of the Assigned Bond Payment Special Tax allocated, i.e., the amount estimated to be levied) is shown by land use in the table below.

TABLE NO. 4
CITY OF CHOWCHILLA COMMUNITY FACILITIES DISTRICT NO. 2025-2 (Replacement of CFD 2006-1)

VALUE-TO-LIEN RATIOS BY LAND USE
Category
No. of
Parcels
Maximum
Special Tax
Estimated
2027-28
Special Tax
Levy (1)
Composite
Appraised /
Assessed
Value (2)
Lien Per
Category
Value
to Lien
Ratio
Single Family Residential 91 $ 96,570 $ 96,570 $ 31,363,353 $ 795,376 39.43 Non-Residential 14 222,981 148,654 118,910,998 1,224,355 97.12 Undeveloped 46 2,426,304 401,914 37,119,178 3,310,269 11.21 Total 151 $2,745,854 $647,137 $187,393,529 5,330,000 35.16

(1) Based on development status as of April 16, 2026.
(2) Assessed value is used for parcels with improvements as of 2025-26 assessor’s roll; appraised value is used for undeveloped property. (See under heading “Appraised Property Value” above.) Source: Madera County Assessor’s Office; NBS; Integra Realty Resources. -27-
Value-To-Lien Ratios by Ownership. The valuation (based on appraised value) of all property in the Community Facilities District that is subject to the Special Tax and the value-to-lien (share of the estimated principal amount of the bonds to be issued based on the percentage of the Assigned Bond Payment Special Tax allocated, i.e., the amount estimated to be levied) is shown by ownership in the table below.

TABLE NO. 5
CITY OF CHOWCHILLA COMMUNITY FACILITIES DISTRICT NO. 2025-2 (Replacement of CFD 2006-1)

VALUE-TO-LIEN RATIOS BY OWNERSHIP
Property
Owner
No. of
Parcels
Maximum
Special Tax
Estimated
2027-28
Special Tax
Levy (1)
Composite
Appraised /
Assessed
Value (2)
Lien Per
Category
Value
to Lien
Ratio
Rancho Calera LLC 9 $1,314,932 $217,817 $ 14,869,000 $1,793,996 8.29 AutoZone Texas LLC 1 142,754 95,169 87,804,938 783,839 112.02 Coalinga and Chowchilla LLC 1 233,933 38,751 2,057,000 319,160 6.45 LG Land LLC 1 205,185 33,989 4,632,000 279,939 16.55
TH Holdings LLC 1 187,579 31,072 1,650,000 255,919 6.45 JLP Ventures, LLC 1 122,792 20,340 2,468,000 167,529 14.73 SWBG Inv LLC 15 115,788 19,180 1,945,000 157,973 12.31
Maddalena Nicholas et al 1 93,790 15,536 1,061,000 127,960 8.29 Merced OKR LLC 6 29,799 10,806 3,785,860 89,000 42.54
Jon E Maring & Tamara Maring
Family PTP LP 1 15,218 10,145 5,382,847 83,558 64.42
All Others 114 284,085 154,333 61,737,884 1,271,127 48.57 Total 151 $2,745,854 $647,137 $187,393,529 $5,330,000 35.16

(1) Based on development status as of April 16, 2026
(2) If property is appraised, Appraised Value is shown; if not appraised, Assessed Value is shown. (See under heading “Appraised Property Value” above.)
Source: Madera County Assessor’s Office; NBS; Integra Realty Resources.

Assessed Value of the Community Facilities District
The gross assessed valuation of property in the Community Facilities District for the Fiscal Year 2025-26 is $160,961,222. This amount is not representative of the actual market value of the property in the Community Facilities District, however, since Article XIIIA of the California Constitution limits any increase in assessed value to no more than 2% per year unless property is sold or transferred. As a consequence, assessed values are typically less than actual market values unless the property has recently changed ownership. This value does not account for any reassessments based on changes in ownership or improvements to property occurring after January 1, 2025. -28-
The following table shows the history of the aggregate assessed value (land and improvements) of the Taxable Property in the Community Facilities District on the local secured assessment roll beginning with fiscal year 2021-22.

TABLE NO. 6
CITY OF CHOWCHILLA COMMUNITY FACILITIES DISTRICT NO. 2025-2 (Replacement of CFD 2006-1)

HISTORY OF AGGREGATE ASSESSED VALUATIONS
Fiscal Year Land Value Structure Value Total Value % Change 2021-22 $23,902,938 $16,701,211 $40,604,149 n/a
2022-23 25,419,249 17,360,056 42,779,305 5.4%
2023-24 28,383,300 42,557,105 70,940,405 65.8
2024-25 29,446,764 49,845,455 79,292,219 11.8
2025-26 30,505,742 135,838,326 166,344,068 109.8

(1) Per the Madera County Assessor's roll data for each Fiscal Year, with a January 1, valuation date.

Assessed value does not reflect any changes made to valuation after July of each Fiscal Year as a result of assessment appeal, correction or any other changes.

Source: Madera County Assessor’s Office.

Estimated Debt Service Coverage
Maximum Annual Debt Service on the Bonds is estimated to be approximately $680,812.50.

Revenue from the Special Tax levied at the Maximum Bond Payment Special Tax rate on Taxable Property, assuming the current status of development, is $2,745,854, which produces an estimated coverage ratio of 400%.

The actual amount of the Special Tax that could be levied and collected against the Taxable Property during any future year will depend upon a number of factors, including, without limitation, the tax rates imposed pursuant to the Special Tax Formula and the level of delinquent installments of the Special Tax. See “SPECIAL RISK FACTORS.” In the event of delinquencies in Special Tax payments received by the City for the Community Facilities District, the estimated coverage ratio may not be achieved.

Delinquencies
The Community Facilities District was formed for the purpose of replacing CFD 2006-1 (see “INTRODUCTION - The Community Facilities District” herein). Direct delinquency data for the Community Facilities District is not yet available because the Community Facilities District has not yet levied any special taxes. The following table is a summary of the special tax levies, collections and delinquency rates for the special taxes levied by the City for CFD No. 2006-1, in connection with property in the Community Facilities District.
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TABLE NO. 7

HISTORY OF FACILITIES SPECIAL TAX LEVIES, COLLECTIONS, AND DELINQUENCY RATES IN CFD 2006-1 FOR PROPERTY IN CFD 2025-2
Fiscal
Year
Special
Tax Levy
Number of
Parcels
Delinquent
Total
Amount
Delinquent
%
Delinquent
2020-21 $576,951 3 $3,556 0.6%
2021-22 580,451 1 3,346 0.6%
2022-23 578,801 4 1,885 0.3%
2023-24 580,981 2 562 0.1%
2024-25 582,708 2 1,891 0.3%
2025-26 (1) 952,398 4 16,160 1.7%

(1) As of June 2, 2026.

Source: Madera County Assessor’s Office.

Overlapping Liens and Priority of Lien
Contained within the boundaries of the Community Facilities District are certain overlapping local agencies providing public services and assessing property taxes, assessments, special taxes and other charges on the property in the Community Facilities District. Many of these local agencies have outstanding debt.

Debt service on the Bonds is payable from the Special Tax, and payment of the Special Tax is secured by a lien on real property within the Community Facilities District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the Community Facilities District. The imposition of additional special taxes, special assessments, and property taxes will increase the amount of parity and co-equal liens that must be satisfied in foreclosure.

The current and estimated overlapping debt obligations affecting the property in the Community Facilities District are shown in the following table. The table was prepared by California Municipal Statistics, Inc., and is included for general information purposes only. The City has not reviewed this report for completeness or accuracy and makes no representation in connection therewith.

The first column in the table names each public agency which has outstanding bonded debt as of the date of the report and whose territory overlaps the Community Facilities District in whole or in part.

The second column shows the assessed value of the area common to the Community Facilities District and the other public agency (overlapping territory), as a percentage of the total assessed value of the other public agency. This percentage, multiplied by the total outstanding bonded debt of each overlapping agency (which is not shown in the table) produces the amount shown in the third column, which is the apportionment of each overlapping agency’s outstanding debt to Taxable Property in the Community Facilities District.
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TABLE NO. 8
CITY OF CHOWCHILLA COMMUNITY FACILITIES DISTRICT NO. 2025-2 (Replacement of CFD 2006-1)

DIRECT AND OVERLAPPING GOVERNMENTAL OBLIGATIONS
AS OF APRIL 1, 2026
2025-26 Local Secured Assessed Valuation: $160,961,122 (Land and Improvements) (1) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 4/1/26 Merced Community College District SFID No. 1 0.765% $ 195,685 Chowchilla Union High School District 6.757 2,328,648
Chowchilla School District 9.112 1,081,104
City of Chowchilla Community Facilities District No. 2006-1, I.A. No. 1 100.000 4,990,000 (2) City of Chowchilla Community Facilities District No. 2025-2 100.000 0(2) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $8,595,437 OVERLAPPING GENERAL FUND DEBT:

Madera County Certificates of Participation 0.948% $ 611,447 Madera County Office of Education Certificates of Participation 0.948 159,617 Chowchilla Union High School District Certificates of Participation 6.757 688,560 City of Chowchilla General Fund and Pension Obligation Bonds 14.331 1,997,767 TOTAL OVERLAPPING GENERAL FUND DEBT $3,457,391
COMBINED TOTAL DEBT $12,052,828 (3)
Ratios to 2025-26 Local Secured Assessed Valuation:

Direct Debt ($0) .............................................................................. 0.00% Total Direct and Overlapping Tax and Assessment Debt ........ 5.34% Gross Combined Total Debt .......................................................... 7.49% (1) Total assessed valuation, including $55,153,700 in personal property, is $216,114,922. (2) Figures shown include the Prior Bonds and exclude the Bonds; the overlapping debt for CFD 2006-1 shown in the above table will be defeased upon the issuance of the Bonds, and the direct debt of the Bonds in the amount of $5,330,000*
, which is 100% applicable to the Community Facilities District, will replace it. (3) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Source: California Municipal Statistics, Inc.

Private liens, such as deeds of trust securing loans, may be placed upon property in the Community Facilities District at any time. Under California law, the Special Tax has priority over all existing and future private liens imposed on property subject to the lien of the Special Tax.

* Preliminary; subject to change.
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Estimated Tax Burden on Single-Family Houses
The direct taxes described in the table above include voter-approved taxes and special taxes currently levied to pay debt service on bonds or other debt obligations, but not special benefit assessments or special taxes levied to pay for maintenance of public facilities or other services. Developed residential parcels (building permit issued) are also subject to a special tax for public safety services (police services and fire protection and suppression services) levied by the City for the Community Facilities District.

The table below presents a pro forma tax bill for a market rate, single-family house with an assessed value of $344,652 (which is the average assessed value of single family houses within the Community Facilities District) within the Community Facilities District in accordance with the Special Tax Formula for Fiscal Year 2027-28, and for all other applicable exactions for Fiscal Year 2025-26. Other local agencies may impose additional exactions in the future. The Community Facilities District services tax is increased each year by three percent.
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TABLE NO. 9
PRO FORMA TAX BILL INFORMATION (1)
COMMUNITY FACILITIES DISTRICT NO. 2025-2
BOND AND SERVICES SPECIAL TAX CHARGES FOR FISCAL YEAR 2026-27 ALL OTHER EXACTIONS FOR FISCAL YEAR 2025-26
(SINGLE FAMILY RESIDENTIAL PROPERTY)
Estimated Property Characteristics
Average Assessed Value (2) $344,652
Homeowner's Exemption (7,000)
Total Property Value $337,652
Special/Direct Assessments, Taxes and Charges
CFD 2025-2 Bond Payment Special Tax (3) $1,040
CFD 2025-2 Services Special Tax (4) 952
Landscape Maintenance and Lighting District No. 90-1
Zone of Benefit No. 19, Tract No. 05-07, Montgomery Farms (5) 159 Total Special/Direct Assessments, Taxes and Charges $2,152 Ad Valorem Tax Rate
Property Tax-1% Rate 1.000000% $3,377
Chowchilla UHSD 0.057100% 193
Chowchilla Elementary Bond 0.023839% 80
Merced Community College 0.012000% 41
Total 1.092939% $3,690
Total Estimated Annual Property Taxes $5,842
Effective Tax Rate 1.6951%
Estimate of annual property taxes does not include any new special financing district fees, assessments, and/or special taxes imposed by the state, county, or local agencies that are yet to be established or any future annexation into existing special financing districts required by conditions of approval of development or any other imposed requirement. Information contained within is based upon records and official documents provided by various governmental agencies and third-party sources.
(1) This table shows a sample property tax bill for a single family residential property located within the boundaries of Community Facilities District 2025-2.
(2) Based upon average of total land and structure assessed value for all single family residential parcels within the Community Facilities District.
(3) Represents the Assigned Bond Payment Special Tax for Fiscal Year 2026-27.

NOTE: the Bond Payment Special Tax will not be levied until 2027-28. The Maximum Bond Payment Special Tax is the greater of the Assigned Bond Payment Special Tax ($1,040.40 per unit) and the Backup Bond Payment Special Tax ($3,121.20 per acre) for single family residential property. (4) Represents the Maximum Services Special Tax for Fiscal Year 2025-26 for single family residential property. (5) Represents the assessment for a majority of the parcels within the boundaries of Community Facilities District 2025-2. Not all parcels within the boundaries of Community Facilities District 2025-2 are subject to the assessment.

Prepared by: Alliant Tax Research
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No Teeter Plan
Because the Community Facilities District does not participate in the “Teeter Plan” (which is the County’s Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds, as provided for in Section 4701 et seq. of the California Revenue and Taxation Code), collections of the Special Tax will reflect actual delinquencies.

SPECIAL RISK FACTORS
The following is a description of certain risk factors affecting the Community Facilities District, the property owners in the Community Facilities District, the parcels subject to the levy of Special Taxes and the payment of and security for the Bonds. The following discussion of risks is not meant to be a complete list of the risks associated with the purchase of the Bonds and does not necessarily reflect the relative importance of the various risks. Potential investors are advised to consider the following factors along with all other information in this Official Statement in evaluating the investment quality of the Bonds. There can be no assurance that other risk factors will not become material in the future.

No General Obligation of the City or the Community Facilities District The Bonds are not general obligations of the City nor obligations otherwise payable from the City’s General Fund, but are limited obligations of the City payable solely from the Special Tax levied on property in the Community Facilities District and funds pledged therefor and under the Fiscal Agent Agreement. Neither the full faith and credit nor the general taxing power of the City or the State of California or of any of their respective political subdivisions is pledged to the payment of the Bonds.

Concentration of Ownership
Based on the ownership status of the property within the Community Facilities District as of January 1, 2026, and if no additional building permits are issued prior to completion of the tax roll, approximately 33.7% and 14.71% of the estimated Fiscal Year 2027-28 Special Tax levy will be payable by the Developer and AutoZone, respectively.

The receipt of the Special Taxes is dependent in part on the willingness and the ability of the owners of taxable property to pay their respective Special Tax obligations when due. Failure of the property owners to pay their respective annual Special Taxes when due could result in a draw on the Reserve Fund, and potentially a default in payments of the principal of, and interest on, the Bonds, when due. No assurance can be given that the Developer or AutoZone, or their successors, will complete the remaining intended construction and development of their property in the Community Facilities District.

See “ SPECIAL RISK FACTORS — Bankruptcy Delays” for a discussion of certain limitations on the City’s ability to pursue judicial proceedings with respect to delinquent parcels. See “SECURITY FOR THE BONDS,” “THE COMMUNITY FACILITIES DISTRICT,” and “PROPERTY VALUES AND SPECIAL TAXES – Rancho Calera” and “ - AutoZone Texas LLC.” -34-
Payment of the Special Tax is not a Personal Obligation The owners and users of the parcels in the Community Facilities District are not personally obligated to pay the Special Tax. Rather, the Special Tax is an obligation that is secured only by a lien against the property on which it is levied. If the value of a property is not sufficient to secure fully the payment of the Special Tax levied and to be levied on it, the City has no recourse against the owner of the property.

Property Value
If a landowner defaults in the payment of the Special Tax the only legal remedy is the institution of a superior court action to foreclose on the delinquent Taxable Property in an attempt to obtain funds with which to pay the Special Tax. The City commissioned the Appraisal Report for the undeveloped land in the Community Facilities District subject to the levy of the Special Tax in which the Appraiser concluded that, as of April 29, 2026, the market value of such undeveloped property was not less than $37,084,000. See APPENDIX G – Appraisal Report. The Appraisal Report is subject to an extraordinary condition and a hypothetical condition, as well as certain assumptions and limiting conditions contained in the Appraisal Report. The City makes no representation as to the accuracy of the Appraisal Report.

The foregoing appraised value of undeveloped property, together with the assessed value of developed property within the Community Facilities District, results in an aggregate total value of taxable property within the Community Facilities District of $182,010,683.

Prospective purchasers of the Bonds should not assume that the land within the Community Facilities District could be sold at a foreclosure sale for delinquent Special Tax, at either the appraised amount or the assessed value.

The value of the Taxable Property in the Community Facilities District could be adversely affected by economic factors beyond the City’s control, including, without limitation, (i) adverse changes in local market conditions, such as changes in the market value of real property in the vicinity of the Community Facilities District, the supply of or demand for competitive properties in such area, and the market value of residential property in the event of sale or foreclosure; (ii) changes in real estate tax rates and other expenses of owning the property, governmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials) and fiscal policies; and (iii) natural disasters (including, without limitation, wildfire, earthquakes, tsunamis, drought and floods), which may result in uninsured losses. See “SPECIAL RISK FACTORS – Natural Disasters.” No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent Special Tax installment.

Although the Act authorizes the City to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the City with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other -35-
purchaser at such sale. The City is not obligated and does not expect to be a bidder at any such foreclosure sale. See “SECURITY FOR THE BONDS – Covenant for Foreclosure.” Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Special Tax Formula.

In addition, the Act provides that properties or entities of the state, federal or local government are exempt from the Special Tax; provided, however, that property within the Community Facilities District acquired by a California public entity through a negotiated transaction, or by gift or devise, that is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. Property owned by the federal government is not taxable by the City. It is possible that property acquired by a public entity following a tax sale or foreclosure based upon failure to pay taxes could become exempt from the Special Tax. In addition, the Act provides that, if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property, for outstanding Bonds only, is to be treated as if it were a special assessment. The constitutionality and operation of these provisions of the Act have not been tested. See “SECURITY FOR THE BONDS.”
If for any reason property within the Community Facilities District becomes exempt from taxation by reason of ownership by a nontaxable entity such as the federal government or another public agency, subject to the limitation of the Maximum Bond Payment Special Tax, the Special Tax will be reallocated to the remaining Taxable Properties within the Community Facilities District. This would result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon the timely payment of the Special Tax. Moreover, if a substantial portion of land within the Community Facilities District becomes exempt from the Special Tax because of public ownership, or otherwise, the Maximum Bond Payment Special Tax that could be levied upon the remaining Taxable Property might not be sufficient to pay principal of and interest on the Bonds when due.

The Act further provides that no other properties or entities are exempt from the Special Tax unless the properties or entities are expressly exempted in a resolution of consideration to levy a new special tax or to alter the rate or method of apportionment of an existing special tax.

Increased Mortgage Interest Rates
Most of the purchasers of homes in the Community Facilities District finance their acquisitions with mortgage financing. As such, rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements, or increased monthly mortgage costs could have a negative impact on the estimated absorption rates of the merchant builders’ for-sale homes in the Community Facilities District. Further, a combination of higher mortgage rates, delays in construction stemming from delays in the supply chain, homebuyers’ inability to sell their existing homes and adverse changes in local, regional or national economic conditions, among other factors, could contribute to an increase in the rate of home order cancellations in the Community Facilities District. An increase in the level of such cancellations could similarly have a negative impact on the -36-
estimated absorption rates of the merchant builders’ planned for-sale homes in the Community Facilities District.

Value-to-Lien Ratios
Value-to-lien ratios have traditionally been used in land-secured bond issues as a measure of the “collateral” supporting the willingness of property owners to pay their special taxes and assessments (and, in effect, their general property taxes as well). The value-to-lien ratio is mathematically a fraction, the numerator of which is the value of the property (usually either the assessed value or a market value as determined by an appraiser) and the denominator of which is the “lien” of the assessments or special taxes as represented by the principal amount of bonds repaid by such assessment or special tax. A valueto-lien ratio should not, however, be viewed as a guarantee of credit-worthiness. Land values are especially sensitive to economic cycles. A downturn of the economy may depress land values and hence the value-to-lien ratios. Further, the value-to-lien ratio typically cited for a bond issue is an average.

Individual parcels in a community facilities district may fall above or below the average, sometimes even below a 1:1 ratio (with a ratio below 1:1, the land is worth less than the unpaid principal of the bonded debt allocable to it). Although judicial foreclosure proceedings can be initiated rapidly, the process can take several years to complete, and the bankruptcy courts may impede the foreclosure action. Finally, local agencies may form overlapping community facilities districts or assessment districts. Such local agencies typically do not coordinate their bond issuances. Debt issuance by an entity other than the City for the Community Facilities District can therefore dilute value-to-lien ratios. See “THE COMMUNITY FACILITIES DISTRICT – Direct and Overlapping Governmental Obligations.” Insufficiency of the Special Tax; Depletion of the Bond Reserve Fund Bond Reserve Fund. The City has established the Bond Reserve Fund in an amount equal to the Bond Reserve Requirement to pay debt service on the Bonds to the extent of the Special Tax is not paid on time by property owners. See “SECURITY FOR THE BONDS - Bond Reserve Fund.” Under the Fiscal Agent Agreement, the City has covenanted to maintain in the Bond Reserve Fund an amount equal to the Bond Reserve Requirement; subject, however, to the limitations that the City may not levy the Special Tax in any fiscal year at a rate in excess of the Maximum Bond Payment Special Tax rates permitted under the Special Tax Formula and the City may not increase the Special Tax levied on residential property by more than 10% of the amount levied in the prior Fiscal Year owing to delinquencies or defaults of other property owners in the Community Facilities District. See “SECURITY FOR THE BONDS.” If a delinquency occurs, the City may be unable to replenish the Bond Reserve Fund to the Bond Reserve Requirement due to the limitations on the Special Tax rates. If such defaults were to continue in successive years, the Bond Reserve Fund could be depleted and a default on the Bonds would occur if proceeds of a foreclosure sale did not yield a sufficient amount to pay the delinquent Special Tax.

The City has made certain covenants regarding the institution of foreclosure proceedings to sell any property with delinquent Special Taxes in order to obtain funds to pay debt service on the Bonds.

See “SECURITY FOR THE BONDS—Covenant for Foreclosure.” If foreclosure proceedings were ever instituted, any mortgage or deed of trust holder could, but would not be required to, advance the amount of delinquent Special Tax to protect its security interest. -37-
Parity Taxes and Special Assessments
The Special Taxes and any penalties thereon will constitute liens against the taxable parcels in the Community Facilities District until they are paid. Such lien is on a parity with all special taxes and special assessments levied by other agencies and is coequal to and independent of the lien for general property taxes regardless of when they are imposed upon the taxable parcel. The Services Special Tax, not pledged to the payment of the Bonds, is collected with, and secured by the same lien that secures the payment of the Special Tax. The Special Tax has priority over all existing and future private liens imposed on the property. The Special Tax has the same lien priority with respect to the property. See “THE COMMUNITY FACILITIES DISTRICT – Direct and Overlapping Governmental Obligations” for a description of existing overlapping liens on the property.

Potential Early Redemption of Bonds from Special Tax Prepayments Owners of developed property or property which has obtained final map status within the Community Facilities District are permitted to prepay up to 100% of their Special Tax obligation at any time, pursuant to the provisions of Rate and Method of Apportionment attached hereto as APPENDIX B. Any such prepayments will result in a mandatory redemption of Bonds on the Interest Payment Date following receipt of such Special Tax prepayment for which timely notice may be given under the Fiscal Agent Agreement. Any resulting redemption of Bonds that were purchased at a price greater than par (or redemption price, if a premium applies at the time of redemption) could reduce the otherwise expected yield on such Bonds. The City cannot predict whether and if so when Special Tax prepayments will occur in the future. See “THE Bonds – Redemption.” The Developer, which represents the top property owner and Special Tax taxpayer within the Community Facilities District, has indicated its intention to prepay its Special Tax obligation, via rolling series of partial prepayments occurring periodically at the time of Developer’s sale of subdivision blocks to merchant builders. Such Special Tax prepayments, if effected by the Developer, would result in a mandatory redemption of Bonds in amounts depending on the size of each prepayment, subject to the above mandatory redemption provisions described herein. The City cannot predict whether the Developer will proceed with such Special Tax Prepayments, or the timing of such prepayments if they occur.

Tax Delinquencies
Under provisions of the Act, the Special Taxes, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, are being billed to the property within the Community Facilities District on the regular property tax bills sent to owners of the parcels. Such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax installment payments in the future. See -38-
“SECURITY FOR THE BONDS – Bond Reserve Fund” and “– Covenant for Foreclosure” for a discussion of the provisions which apply, and procedures which the Community Facilities District is obligated to follow under the Fiscal Agent Agreement, in the event of delinquency in the payment of Special Tax installments.

Bankruptcy Delays
The payment of the Special Tax and the ability of the City to commence a superior court action to foreclose the lien of a delinquent unpaid Special Tax, as discussed in “SECURITY FOR THE BONDS – Covenant for Foreclosure,” may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of the State of California relating to judicial foreclosure. Any legal opinion 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, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Tax to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax installments not being paid in part or 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.

Proceeds of Foreclosure Sales
Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of any Special Tax, the City Council may order that the Special Tax be collected by a superior court action to foreclose the lien within specified time limits. The City has covenanted in the Fiscal Agent Agreement that it will, under certain circumstances, commence such a foreclosure action. See “SECURITY FOR THE BONDS – Covenant for Foreclosure.”
No assurances can be given that a taxable parcel in the Community Facilities District that would be subject to a judicial foreclosure sale for delinquent Special Taxes will be sold or, if sold, that the proceeds of such sale will be sufficient to pay the delinquent Special Tax installment. Although the Act authorizes the City to cause such an action to be commenced and diligently pursued to completion, the Act does not specify any obligation of the City with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale in any such action if there is no other purchaser at such sale and the City has not in any way agreed nor does it expect to be such a bidder.

In a foreclosure proceeding, a judgment debtor (i.e., the property owner) has 120 days (and in some cases a shorter period) from the date of service of the notice of levy, and 20 days from the subsequent notice of sale, in which to redeem the property to be sold and may have other redemption rights afforded by law. If a judgment debtor fails to so redeem and the property is sold, his only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale if the purchaser -39-
at the sale was the judgment creditor. If a foreclosure sale is thereby set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made.

If foreclosure proceedings were ever instituted, any holder of a mortgage or deed of trust on the affected property could, but would not be required to, advance the amount of the delinquent Special Tax installment to protect its security interest.

In the event such superior court foreclosure or foreclosures are necessary, there could be a delay in principal and interest payments to the owners of the Bonds pending prosecution of the foreclosure proceedings and receipt by the Community Facilities District of the proceeds of the foreclosure sale, if any. Judicial foreclosure actions are subject to the normal delays associated with court cases and may be further slowed by bankruptcy actions and other factors beyond the control of the City, including delay due to crowded local court calendars or legal tactics and, in any event could take several years to complete. In particular, bankruptcy proceedings involving the Developer or any other owner of a taxable parcel in the Community Facilities District could cause a delay, reduction or elimination in the flow of Special Tax collections to the Fiscal Agent. See “SPECIAL RISK FACTORS – Bankruptcy Delays.” Natural Disasters
The value of the Taxable Property in the Community Facilities District in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the property and the continued habitability and enjoyment of such private improvements. Such occurrences include, without limitation, wildfire, earthquakes, drought and floods.

One or more of such natural disasters could occur and could result in damage to improvements of varying seriousness. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement.

Under any of these circumstances, the value of the property in the Community Facilities District may well depreciate or disappear.

Hazardous Substances
The presence of hazardous substances on a parcel may result in a reduction in the value of a parcel. In general, the owners and operators of a parcel may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the taxed parcels be affected by a hazardous substance, is -40-
to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

The City has not independently verified, but is not aware of, the presence of any hazardous substances within the Community Facilities District.

Disclosure to Future Purchasers
The willingness or ability of an owner of a parcel to pay the Special Tax, even if the value of the property is sufficient to justify payment, may be affected by whether or not the owner was given due notice of the Special Tax authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The City has caused notices of the Special Tax to be recorded in the Office of the Recorder for the County against each parcel in the Community Facilities District. Although title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation when purchasing real property within the Community Facilities District or lending money thereon, as applicable.

California Civil Code Section 1102.6b requires that, in the case of transfers, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due.

Property Interests of Government Agencies; Federal Deposit Insurance Corporation The City’s ability to collect interest and penalties specified by State law and to foreclose the lien of a delinquent Special Tax payment may be limited in certain respects with regard to properties in which the Internal Revenue Service, the Federal National Mortgage Association (“Fannie Mae”), Freddie Mac, the Drug Enforcement Agency, the Federal Deposit Insurance Corporation (the “FDIC”) or other similar federal agencies has or obtains an interest.

General. The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, anything in the Constitution or Laws of any State to the contrary notwithstanding.” The foregoing is generally interpreted to mean that, unless the United States Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within the Community Facilities District but does not pay taxes and assessments levied on the parcel (including the Special Taxes), the applicable State and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments. Moreover, unless the United States Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the Community Facilities District wishes to foreclose on the parcel as a result -41-
of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson 597 F.2d 174 (9th Cir. 1979), the United States Court of Appeal, Ninth Circuit (the “Ninth Circuit”), held that Fannie Mae is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by Fannie Mae constitutes an exercise of state power over property of the United States.

The City has not undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding.

FDIC. In the event that any financial institution making any loan which is secured by real property within the Community Facilities District is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default, resulting in ownership of the property by the FDIC, then the ability of the City to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited. The FDIC’s policy statement regarding the payment of state and local real property taxes (the “Policy Statement”) provides that real property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property’s value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its proper tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution’s affairs, unless abandonment of the FDIC’s interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC’s consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC’s consent.

The Policy Statement states that the FDIC generally will not pay non ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Law and a special tax formula which determines the special tax due each year, are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC’s federal immunity. The Ninth Circuit issued a ruling on August 28, 2001, in which it determined that the FDIC, as a federal agency, is exempt from special taxes levied pursuant to the Law. -42-
The City is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency with respect to a parcel in which the FDIC has an interest, although prohibiting the lien of the FDIC to be foreclosed on at a judicial foreclosure sale would likely reduce the number of or eliminate the persons willing to purchase such a parcel at a foreclosure sale. Owners of the Bonds should assume that the Community Facilities District will be unable to foreclose on any parcel owned by the FDIC. Such an outcome could cause a draw on the Reserve Fund and perhaps, ultimately, a default in payment of the Bonds.

The City has not undertaken to determine whether the FDIC currently has, or is likely to acquire, any interest in any of the parcels, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding.

No Acceleration Provision
The Bonds and the Fiscal Agent Agreement do 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 Fiscal Agent Agreement or in the event interest on the Bonds becomes included in gross income for federal income tax purposes.

Taxability Risk
As described under the caption “TAX MATTERS,” interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued, as a result of future acts or omissions of the City in violation of its covenants in the Fiscal Agent Agreement.

There is no provision in the Bonds or the Fiscal Agent Agreement for special redemption or acceleration or for the payment of additional interest should such an event of taxability occur, and the Bonds will remain outstanding until maturity or until redeemed under one of the redemption provisions contained in the Fiscal Agent Agreement.

In addition, Congress is or may be considering in the future legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. The City can provide no assurance that federal tax law will not change while the Bonds are outstanding or that any such changes will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. If the exclusion of interest on the Bonds from gross income for federal income tax purposes were amended or eliminated, it is likely that the market price for the Bonds would be adversely impacted.

Enforceability of Remedies
The remedies available to the Fiscal Agent and the registered owners of the Bonds upon a default under the Fiscal Agent Agreement or any other document described in this Official Statement are in many respects dependent upon regulatory and judicial actions that are often subject to discretion and -43-
delay. Under existing law and judicial decisions, the remedies provided under such documents may not be readily available or may be limited. Any legal opinions to be delivered concurrently with the issuance of the Bonds will be qualified to the extent that the enforceability of the legal documents with respect to the Bonds is subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally.

Judicial remedies, such as foreclosure and enforcement of covenants, are subject to exercise of judicial discretion. A California court may not strictly apply certain remedies or enforce certain covenants if it concludes that application or enforcement would be unreasonable under the circumstances and it may delay the application of such remedies and enforcement.

No Secondary Market
No representation is made concerning any secondary market for the Bonds. There can be no assurance that any secondary market will develop for the Bonds. Investors should understand the longterm and economic aspects of an investment in the Bonds and should assume that they will have to bear the economic risks of their investment to maturity. An investment in the Bonds may be unsuitable for any investor not able to hold the Bonds to maturity.

Proposition 218
An initiative measure entitled the “Right to Vote on Taxes Act” (the “Initiative”) was approved by the voters of the State at the November 5, 1996, general election. The Initiative added Article XIIIC and Article XIIID to the California Constitution. According to the “Title and Summary” of the Initiative prepared by the California Attorney General, the Initiative limits “the authority of local governments to impose taxes and property-related assessments, fees and charges.” Provisions of the Initiative have been and will continue to be interpreted by the courts. The Initiative could potentially impact the Special Taxes otherwise available to the City to pay the principal of and interest on the Bonds as described below.

Among other things, Section 3 of Article XIIIC states, “…the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge.” The Act provides for a procedure, which includes notice, hearing, protest and voting requirements to alter the rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. On July 1, 1997, the Governor of the State signed a bill into law enacting Government Code Section 5854, which states that:
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Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996, general election, shall not be construed to mean that any owner or beneficial owner of a municipal security, purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights protected by Section 10 of Article I of the United States Constitution.

Accordingly, although the matter is not free from doubt, it is likely that Article XIIIC has not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely retirement of the Bonds.

It may be possible, however, for voters or the City Council to reduce the Special Taxes in a manner that does not interfere with the timely repayment of the Bonds, but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels. Furthermore, no assurance can be given with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the timely retirement of the Bonds. Therefore, no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses (as defined in the Fiscal Agent Agreement).

The interpretation and application of Article XIIIC and Article XIIID 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 certainty the outcome of such determination or the timeliness of any remedy afforded by the courts. See “SPECIAL RISK FACTORS – Enforceability of Remedies.” Ballot Initiatives
Articles XIIIC and XIIID of the California Constitution were adopted pursuant to measures qualified for the ballot pursuant to California’s constitutional initiative process, and the State Legislature has in the past enacted legislation which has altered the spending limitations or established minimum funding provisions for particular activities. On March 6, 1995, in the case of Rossi v. Brown, the State Supreme Court held that an initiative can repeal a tax ordinance and prohibit the imposition of further such taxes and that the exemption from the referendum requirements does not apply to initiatives. From time to time, other initiative measures could be adopted by California voters or legislation enacted by the legislature. The adoption of any such initiative or legislation might place limitations on the ability of the State, the City, or local districts to increase revenues or to increase appropriations.

IRS Audit of Tax-Exempt Bond Issues
The Internal Revenue Service has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of similar bonds).

TAX MATTERS
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Federal and California Tax Status. In the opinion of Lozano Smith, LLP, Sacramento, California, Bond Counsel, subject, however, to certain qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes. In addition, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; however, interest on the Bonds is taken into account in determining annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on certain corporations. Bond Counsel is of the further opinion that interest on the Bonds is exempt from State of California personal income taxes.

Tax Treatment of Original Issue Discount and Premium. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) and other laws that must be satisfied subsequent to the issuance of the Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted in the Fiscal Agent Agreement to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.

To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such 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 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 Bonds is the first price at which a substantial amount of such maturity of the 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 Bonds accrues daily over the term to maturity of such 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 Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Bonds. Beneficial Owners of the Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of Beneficial Owners who do not purchase such Bonds in the original offering to the public at the first price at which a substantial amount of such Bonds is sold to the public.

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. The amount of tax-exempt interest received and a Beneficial Owner’s basis in a Premium Bond, however, will be reduced by the amount of amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium Bonds -46-
should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances.

Other Tax Considerations. 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 Bonds. The City has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the 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 Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the 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 Bonds may adversely affect the value of, or the tax status of interest on, the Bonds.

Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters.

Although Bond Counsel is of the opinion that interest on the 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 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.

Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. For example, future legislative proposals could limit the exclusion from gross income of interest on obligations like the Bonds to some extent for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. The introduction or enactment of any such legislative proposals or clarifications of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel is expected to express 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 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 City or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The City has covenanted, however, to comply with the requirements of the Code. -47-
Bond Counsel’s engagement with respect to the Bonds ends with the issuance of the Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the Beneficial Owners regarding the tax-exempt status of the Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the City and its appointed counsel, including the Beneficial Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the City legitimately disagrees, may not be practicable. Any action of the IRS, including, but not limited to, selection of the Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the Bonds, and may cause the City or the Beneficial Owners to incur significant expense.

Form of Bond Counsel Opinion. The complete text of the final opinion that Bond Counsel expects to deliver upon issuance of the Bonds is set forth in APPENDIX D.

LEGAL MATTERS
Concurrent with the issuance of the Bonds, Lozano Smith LLP, Sacramento, California, Bond Counsel, will render its opinion substantially in the form set forth in APPENDIX D to this Official Statement. Lozano Smith LLP, Sacramento, California, is also acting as Disclosure Counsel to the City with respect to the Bonds. Certain legal matters will be passed upon for the City and the Community Facilities District by Lozano Smith LLP, Sacramento, California. Certain legal matters related to the Bonds will be passed upon for the Underwriter by Kutak Rock LLP, Los Angeles, California, acting as Underwriter’s Counsel. Payment of the fees and expenses of Bond Counsel, of Disclosure Counsel, and of Underwriter’s Counsel, is contingent on the issuance of the Bonds.

MUNICIPAL ADVISOR
The City has retained Wulff, Hansen & Co. of San Rafael, California, as municipal advisor (the “Municipal Advisor”) in connection with the offering of the Bonds. All financial and other information presented in this Official Statement has been provided by the City and others from their records. Unless otherwise footnoted, the Municipal Advisor takes no responsibility for the accuracy or completeness of the data provided by the City or others and has not undertaken to make an independent verification or does not assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The Municipal Advisor has assisted the City with the structure, timing and terms for the sale of the Bonds. The fee of the Municipal Advisor is contingent upon the successful closing of the Bonds.

NO RATING
The City has not made, and does not intend to make, any application to any rating agency for the assignment of a rating to the Bonds.
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NO LITIGATION
The City is not aware of any pending or threatened litigation challenging the validity of the Bonds, the collection of the Special Tax securing the Bonds, or any action taken by the City in connection with the formation of the Community Facilities District, the Rate and Method of Apportionment, the Fiscal Agent Agreement or any proceedings of the City taken with respect to the execution or delivery thereof.

UNDERWRITING
The Bonds are being purchased through negotiation by Oppenheimer & Co. Inc. (the “Underwriter”). The Underwriter agreed to purchase the Bonds at a price of $_________ (which is equal to the par amount of the Bonds, less a net original issue discount of $_________, and less an underwriter’s discount of $_________). The initial public offering prices set forth on the inside cover page may be changed by the Underwriter. 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 inside cover page hereof.

CONTINUING DISCLOSURE
The Continuing Disclosure Obligations. Concurrently with the delivery of the Bonds, the City will have agreed in a Continuing Disclosure Agreement for the benefit of the Owners of the Bonds, to provide annually certain financial information and operating data, and to provide notice of the occurrence of certain enumerated events to the Electronic Municipal Market Access (“EMMA”). In addition, the Developer has agreed to provide, in a separate Continuing Disclosure Certificate, semiannual reports with certain limited information and notice of the occurrence of certain enumerated events to EMMA. See “APPENDIX E – Forms of Continuing Disclosure Agreements.” The covenants of the City and Developer in their respective Continuing Disclosure Agreements have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”).

Failure to Comply. A failure by the City orthe Developerto comply with its respective continuing disclosure obligations will not constitute a default under the Fiscal Agent Agreement. However, the Continuing Disclosure Agreement of the City and the Continuing Disclosure Certificate of the Developer provide that, in the event of a failure of the City or the Developer, as applicable, to comply with any provision of their respective continuing disclosure obligations, any Bond owner, any Beneficial Owner or the Underwriter may seek specific performance by court order to cause them to comply with the obligations under their respective continuing disclosure obligations.

Dissemination Agent. The City has engaged NBS to serve as its dissemination agent and assist the City in complying with its continuing disclosure undertakings. To further ensure such compliance, the City has adopted policies and procedures regarding initial and continuing disclosure pursuant to the Rule and the City’s undertakings.
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Termination of Developer Obligations. The Developer’s obligation to provide semiannual and enumerated event disclosure will terminate when it and any affiliate or affiliates of it are no longer responsible for payment of 20% or more of the Special Tax of the Community Facilities District, or the date on which the Developer prepays in full all of the Special Tax of the Community Facilities District attributable to the Developer’s Taxable Property within the Community Facilities District.

City Continuing Disclosure Compliance. During the last five fiscal years, the City has complied in all material respects with its obligations under continuing disclosure agreements.

Developer Continuing Disclosure Compliance. The Developer has advised that it and its affiliates have not failed to comply in any material respect with any previous undertaking to provide periodic continuing disclosure with respect to community facilities district or assessment district financings relating to the developments described under the heading “THE COMMUNITY FACILITIES DISTRICT – The Developer.”

MISCELLANEOUS
Included herein are brief summaries of certain documents and reports, which summaries do not purport to be complete or definitive, and reference is made to such documents and reports for full and complete statements of the contents thereof. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact.

This Official Statement is not to be construed as a contract or agreement between the City or the Community Facilities District and the purchasers or Owners of any of the Bonds.

The execution and delivery of this Official Statement has been duly authorized by the City Council.

CITY OF CHOWCHILLA, CALIFORNIA
By:

City Administrator,
City of Chowchilla, California
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APPENDIX A

GENERAL INFORMATION ABOUT THE CITY OF CHOWCHILLA

AND THE COUNTY OF MADERA
The information in this Appendix A is presented as general background data. The Bonds are payable solely from the proceeds of the Special Tax and amounts held in certain funds under the Fiscal Agent Agreement, as described in the body of this Official Statement.

Although reasonable efforts have been made to include up-to-date information in this Appendix A, some of the information is not current due to delays in reporting of information by various sources. It should not be assumed that the trends indicated by the following data would continue beyond the specific periods reflected herein.

Introduction
City of Chowchilla. The City of Chowchilla is located in California’s Central Valley, between the State's coastal mountain ranges and the Sierra Nevada Mountains. Chowchilla is situated approximately 20 miles north of the City of Madera and about 20 miles south of the City of Merced.

The San Joaquin Valley is rich in agricultural production. Chowchilla's economy is predominantly based upon agricultural production and agricultural industries, although it has diversified in recent years.

Chowchilla was incorporated on February 7, 1923, with a Council-Manager form of government. Chowchilla provides full city services including a municipal airport, water system, sewer plant and contracted solid waste collection and disposal. The City operates a police department and a volunteer fire department. The City is also the location of two prisons: Central California Women's Facility and Valley State Prison.

Madera County. The County is located in the Central Valley, at the geographical center of the State. The County is dominated by rich agricultural lands and extends into the foothills of the Sierra Nevada mountain range. A significant part of Yosemite National Park, known for its wilderness and alpine areas, lies within the County. The County is heavily invested in permanent crops, with almonds as the leading commodity, followed by grapes and pistachios. The city of Madera serves as the county seat. The County was formed in 1893 from a portion of Fresno County north of the San Joaquin River.

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Population
The table below shows population estimates for the City, the County, and the State for the last five years.

CITY OF CHOWCHILLA, MADERA COUNTY, and STATE OF CALIFORNIA Population
Calendar
Year
City of
Chowchilla
Madera
County
State of
California
2021 18,214 156,187 39,369,530
2022 18,761 157,685 39,179,680
2023 18,803 158,266 39,228,444
2024 19,123 161,854 39,420,663
2025 18,742 162,599 39,529,101
____________________
Source: California State Department of Finance.

Employment and Industry
The following table summarizes the civilian labor force, employment and unemployment in the County and the State for the most recent calendar years for which annual data are available.

These figures are county-wide statistics and may not necessarily accurately reflect employment trends in City.

MADERA COUNTY and STATE OF CALIFORNIA
Civilian Labor Force, Employment and Unemployment by Industry (Annual Averages) 2020 2021 2022 2023 2024
Madera County
Civilian Labor Force 63,300 64,100 65,600 68,400 69,600 Employment 56,500 58,600 61,600 63,500 64,400
Unemployment 6,900 5,500 4,000 4,800 5,300
Unemployment Rate 10.8% 8.6^ 6.1% 7.1% 7.5%
State of California
Civilian Labor Force 18,956,600 18,954,600 19,218,300 19,471,000 19,644,100 Employment 17,039,800 17,564,900 18,393,900 18,551,800 18,600,900 Unemployment 1,916,800 1,389,700 824,400 919,200 1,043,100 Unemployment Rate 10.1% 7.3% 4.3% 4.7% 5.3%
_______________
Source: State of California Employment Development Department.

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Major Employers
The following table shows the top ten employers in the County during calendar year 2024.

MADERA COUNTY
Top 10 Employers
Employer
# of
Employees
% of Total
County
Employment
Valley Children’s 3,500 6.22%
State of California 2,400 4.26
Madera Unified School District 2,013 3.58
County of Madera 1,896 3.37
Chukchansi Gold Resort & Casino 1,400 2.49
Camarena Health Care 599 1.06
Walmart Inc. 350 0.62
E&J Gallo Wines 350 0.62
Ardagh Group 350 0.62
City of Madera 333 0.59
Total Top 10 13,191 23.43%

Source: Madera County Fiscal Year 2024-25 Annual Comprehensive Financial Report.

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Commercial Activity
A summary of taxable sales within the County since 2016 is shown in the table. Annual figures for 2025 are not yet available.

COUNTY OF MADERA
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions (shown in thousands of dollars) Retail & Food Services Total All Outlets
Calendar
Year
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2016 2,110 $ 1,034,342,661 3,136 $ 1,542,013,345
2017 2,070 1,092,818,986 3,096 1,633,918,723
2018 2,000 1,149,044,516 3,110 1,677,951,470
2019 2,051 1,203,933,155 3,234 1,768,742,963
2020 2,217 1,378,438,295 3,547 1,952,667,693
2021 2,100 1,670,687,899 3,360 2,372,968,232
2022 2,205 1,845,924,930 3,518 2,636,708,266
2023 2,098 1,781,937,091 3,387 2,582,855,816
2024 2,161 1,770,111,789 3,508 2,506,310,926

Source: California Department of Tax and Fee Administration, Taxable Sales in California (Sales & Use Tax).

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Construction Activity
Building permits and valuations in the City and the County from 2020 through 2024 are shown in the following table.

MADERA COUNTY
Total Building Permit Valuations
2020 2021 2022 2023 2024
Permit Valuation
Residential $214,340 $300,507 $253,697 $350,324 $456,573 Nonresidential 54,892 118,868 119,054 126,043 101,330
Total 269,232 419,375 372,752 476,368 557,904
New Dwelling Units
Single Family 720 1,115 881 1,145 1,285
Multiple Family 110 34 105 62 49
Total New Dwelling Units 830 1,149 986 1,207 1,334

Source: Construction Industry Research Board, Building Permit Summary

CITY OF CHOWCHILLA
Total Building Permit Valuations
2020 2021 2022 2023 2024
Permit Valuation
Residential $1,854 $13,023 $17,654 $ 7,470 $12,194
Nonresidential 1,884 7,298 5,827 3,951 1,432
Total 3,739 20,321 23,482 11,422 13,626
New Dwelling Units
Single Family 6 72 90 26 29
Multiple Family 0 0 0 0 20
Total New Dwelling Units 6 72 90 26 49

Source: Construction Industry Research Board, Building Permit Summary B-1

APPENDIX B

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES
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APPENDIX C

SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT The following is a summary of selected provisions of the Fiscal Agent Agreement that are not described elsewhere in this Official Statement. This summary does not purport to be comprehensive and reference should be made to the Fiscal Agent Agreement for a full and complete statement of its provisions. All capitalized terms not defined in this Official Statement have the meanings set forth in the Fiscal Agent Agreement.

Definitions
Annual Debt Service means for each Bond Year the aggregate amount of principal and interest becoming due and payable on all Bonds, but excluding any interest for which there are moneys deposited in the Interest Fund from the proceeds of Bonds or other source and reserved as capitalized interest to pay such interest.

Bond Reserve Requirement means, as of any date of calculation, the least of (i) Maximum Annual Debt Service as of such date, (ii) 125% of average Annual Debt Service on all Bonds Outstanding as of such date and (iii) 10% of the original principal amount of the Bonds.

Bond Year means the period ending on September 1 of each year with the first Bond Year ending on [September 1, 2026], and the last Bond Year ending on the date on which none of the Bonds remain outstanding.

CFD refers to the City’s Community Facilities District No. 2025-2 (Replacement of CFD 2006-1).

Corporate Trust Office or corporate trust office means the corporate trust office of the Fiscal Agent located at 633 W. 5th Street, 24th Floor, Los Angeles, CA 90071, or such other or additional offices as may be designated by the Fiscal Agent; except that with respect to presentation of the Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Fiscal Agent at which, at any particular time, its corporate trust agency business shall be conducted.

Costs of Issuance means all items of expense directly or indirectly payable by or reimbursable to the City and related to the original authorization, execution, sale, and delivery of the Bonds, including but not limited to advertising and printing costs, costs of preparation and reproduction of documents, costs of printing and distribution of the preliminary and final official statements, filing and recording fees, initial fees and charges of the Fiscal Agent, legal fees and charges, fees and disbursements of consultants and professionals, financial advisor fees and expenses, rating agency fees, fees and charges for preparation, execution, transportation and safekeeping of the Bonds, and any other cost, charge, or fee in connection with the original delivery of the Bonds.

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Defeasance Securities means the following:
(A.) United States Treasury Certificates, Notes, and Bonds (including State and Local Government Series -- "SLGS").
(B.) Direct obligations of the Treasury that have been stripped by the Treasury itself, CATS, TGRS, and similar securities.
(C.) The interest component of the Resolution Funding Corp. (REFCORP) strips that have been stripped by request to the Federal Reserve Bank of New York in book entry form.
(D.) Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by Standard & Poor’s. If, however, the pre-refunded bonds are rated by Standard & Poor's but are not rated by Moody's, then the pre-refunded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or Aaa-rated pre-refunded municipal bonds. (E.) Obligations issued or guaranteed by the following agencies that are backed by the full faith and credit of the U.S.:
(1) U.S. Export Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership (2) Farmers Home Administration (FmHA)
Certificates of beneficial ownership
(3) Federal Financing Bank
(4) General Services Administration
Participation certificates
(5) U.S. Maritime Administration
Guaranteed Title XI financing
(6) U.S. Department of House and Urban Development (HUD) Project Notes
Local Authority Bonds
New Communities Debentures-U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds-U.S. government guaranteed public housing notes and bonds
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Fiscal Year means the period beginning on July 1 of each year and ending on the next succeeding June 30 or any other twelve-month period hereafter selected and designated as the official fiscal year period of the City.

Investment Securities means any securities in which funds of the City may now or hereafter be legally invested as provided by applicable law in effect at the time of such investment, subject to any limitations imposed by the investment policy approved by the City Council, but without regard to any limitations contained therein concerning the maximum percentage limitations for any particular investment (provided that the Fiscal Agent shall be entitled to rely upon any investment directions from the City as conclusive certification to the Fiscal Agent that the investments described therein are Investment Securities). Investment Securities also include (a) money market mutual funds, including such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or sub-custodian but excluding such funds with a floating net asset value, notwithstanding that (i) the Fiscal Agent or an affiliate of the Fiscal Agent receives fees from funds for services rendered, (ii) the Fiscal Agent collects fees for services rendered pursuant to the Fiscal Agent Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to the Fiscal Agent Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent; and (b) investment agreements, including guaranteed investment contracts.

Mandatory Sinking Account Payments means, with respect to the Bonds, the amount required by the Fiscal Agent Agreement to be deposited by the City in a Sinking Account for the payment of Term Bonds.

Maximum Annual Debt Service shall mean the greatest amount of principal and interest becoming due and payable on all Bonds in any Bond Year including the Bond Year in which the calculation is made or any subsequent Bond Year.

Moody’s means Moody’s Investors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the City.

Owner or Bondholder or Bondowner, whenever used with respect to a Bond, means the person in whose name such Bond is registered.

Person means a corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.

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Rate and Method of Apportionment means the Rate and Method of Apportionment of Special Taxes included as Exhibit A to the Resolution of Formation, Resolution # 87-25, adopted by the City Council on October 28, 2025, as the same may be amended from time to time in accordance with applicable law.

Redemption Price means, with respect to any Bond (or portion thereof) the principal amount of such Bond (or portion) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and the Fiscal Agent Agreement.

Serial Bonds means the Bonds, maturing in specified years, for which no Mandatory Sinking Account Payments are provided.

Series, whenever used with respect to Bonds, means all of the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption, and other provisions, and any Bonds thereafter authenticated and delivered upon transfer or exchange or in lieu of or in substitution for (but not to refund) such Bonds.

S&P or Standard & Poor’s means S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, and a division of The McGraw Hill Companies, Inc., and its successors and assigns, except that if such rating agency shall no longer perform the functions of a securities rating agency, then the term “Standard & Poor’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City.

Supplemental Fiscal Agent Agreement means any fiscal agent agreement duly executed and delivered, supplementing, modifying, or amending the Fiscal Agent Agreement, but only if and to the extent that such Supplemental Fiscal Agent Agreement is specifically authorized by the Fiscal Agent Agreement.

Term Bonds means the Bonds payable at or before their specified maturity date or dates from Mandatory Sinking Account Payments established for that purpose and calculated to retire such Bonds on or before their specified maturity date or dates.

Investment of Funds
All moneys in any of the funds and accounts held by the Fiscal Agent and established pursuant to the Fiscal Agent Agreement shall be invested solely as directed by the City, solely in Investment Securities. Moneys in the Bond Reserve Fund shall be invested in Investment Securities maturing or available on demand within ten years of the date of such investment.

Moneys in the remaining funds and accounts shall be invested in Investment Securities maturing or available on demand not later than the date on which it is estimated that such moneys will be required by the Fiscal Agent. Interest earnings and profits resulting from investment of moneys in: (1) the Rebate Fund shall be deposited in the Rebate Fund, except as otherwise directed by the C-5
City; (2) the Costs of Issuance Fund shall be deposited into the Special Tax Fund, and (3) all other funds and accounts shall be deposited therein.

Principal and Interest Payments
If the Bonds are no longer in book entry-only form, the principal or Redemption Price of the Bonds shall be payable to the Owner thereof upon surrender thereof in lawful money of the United States of America at the Corporate Trust Office. Interest on the Bonds shall be payable by check mailed by first class mail on each Interest Payment Date or, upon the written request of any Owner of $1,000,000 or more in aggregate principal amount of Bonds who has provided the Fiscal Agent with wire transfer instructions on or before the applicable Regular Record Date, by wire transfer on each Interest Payment Date to the Owner thereof as of the close of business on the Regular Record Date. The Regular Record Date for the Bonds shall be the fifteenth (15th) day of the calendar month immediately preceding the relevant Interest Payment Date.

Any interest on any Bond of any Series that is payable but is not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Owner on the relevant Regular Record Date. Such defaulted interest shall be paid to the Person in whose name the Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Fiscal Agent. In the name and at the expense of the City, the Fiscal Agent shall cause notice of the payment of such defaulted interest and the Special Record Date to be mailed, first-class postage prepaid, to each Owner of a Bond of such Series at his address as it appears in the Bond Register not fewer than ten days prior to such Special Record Date.

Persons Deemed Owners
The City and the Fiscal Agent will treat the person in whose name any Bond is registered, as shown on the registration books kept by the Fiscal Agent, as the person exclusively entitled to payment of principal, premium, if any, and interest on the Bond and to the exercise of all other rights and powers of the owner, except that all interest payments will be made to the Owner registered as of the Record Date.

Events of Default and Remedies
Events of Default. The following events shall be Events of Default:

Principal Payment Default. Default in the due and punctual payment of the principal or Redemption Price of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise, or default in the redemption from any Sinking Account of any Bonds in the amounts and at the times provided therefor;
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Interest Payment Default. Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable;
Covenant Default. Failure by the City to observe or perform any other covenant, condition, agreement, or provision in the Fiscal Agent Agreement on its part to be observed or performed, for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, has been given to the City; except that, if such failure can be remedied but not within such 60-day period and if the City has taken all action reasonably possible to remedy such failure within such 60-day period, such failure shall not become an Event of Default for so long as the City shall diligently proceed to remedy same.

Remedies. Upon the occurrence and continuance of an Event of Default, any Owner shall have the right for the equal benefit and protection of all Owners similarly situated:

Mandamus. By mandamus or other action, suit, or proceeding at law or in equity to enforce the Owners' rights against the City Council or the City or any of the officers or employees of the City, and to compel the City Council or the City or any such officers or employees to perform and carry out their duties under applicable law and the agreements and covenants with the Owners contained in the Fiscal Agent Agreement; Injunction. By suit in equity to enjoin any acts or things that are unlawful or violate the rights of the Owners; or
Accounting. By suit in equity upon the nonpayment of the Bonds to require the City Council or the City or its officers and employees to account as the trustee of an express trust.

Modification or Amendment of the Fiscal Agent Agreement Supplemental Fiscal Agent Agreements without Consent of Owners. The Fiscal Agent Agreement and the rights and obligations of the City, of the Fiscal Agent, and of the Owners may be modified or amended from time to time and at any time by a Supplemental Fiscal Agent Agreement, which the City may adopt without the consent of any Owners but only to the extent permitted by law and only for any one or more of the following purposes:

Additional Security. to add to the covenants and agreements of the City contained in the Fiscal Agent Agreement other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power reserved to or conferred upon the City in the Fiscal Agent Agreement; Curative Provisions. to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Fiscal Agent Agreement, or in regard to matters or questions arising under the C-7
Fiscal Agent Agreement, as the City may deem necessary or desirable, and that shall not materially and adversely affect the interests of the Owners of the Bonds; Trust Indenture Act Qualification. to modify, amend, or supplement the Fiscal Agent Agreement in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute, and to add such other terms, conditions, and provisions as may be permitted by said act or similar federal statute, and that shall not materially and adversely affect the interests of the Owners of the Bonds; Additional Series. to create any Series of Bonds (other than the Bonds) and make such other provisions in accordance with the provisions of the Fiscal Agent Agreement for the issuance of additional Series of Bonds;
Book-Entry System. to provide for the issuance of Bonds in book-entry form, provided that no such provision shall materially and adversely affect the interests of the Owners of the Bonds;
Notice of Redemption. to modify or add to the procedures providing for the notice in the event of redemption of the Bonds in order to comply with regulations promulgated by the United States Securities and Exchange Commission;
Credit Enhancements. to make modifications or adjustments necessary, appropriate, or desirable to accommodate credit enhancements; Preservation of Tax Exemption. to make such provisions as are necessary or appropriate to ensure the exclusion of interest on the Bonds from gross income for purposes of federal income taxation; and
No Material Effect. For any other purpose that does not materially and adversely affect the interests of the Owners of the Bonds.

Supplemental Fiscal Agent Agreements with Consent of Owners or Credit Providers. The Fiscal Agent Agreement and the rights and obligations of the City, the Owners of the Bonds, and the Fiscal Agent may be modified or amended from time to time and at any time by a Supplemental Fiscal Agent Agreement, which the City and the Fiscal Agent may enter into with the written consent of the Owners of a majority in aggregate principal amount of the Bonds; provided that, if such modification or amendment will, by its terms, not take effect so long as any Bonds of any particular maturity remain Outstanding, the consent of the Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding.

The Fiscal Agent Agreement and the rights and obligations of the City and of the Owners of the Bonds and of the Fiscal Agent may also be modified or amended at any time by a C-8
Supplemental Fiscal Agent Agreement entered into by the City and the Fiscal Agent, which shall become binding when the written consents of each provider of a letter of credit or a policy of bond insurance for the Bonds shall have been filed with the Fiscal Agent, provided that at such time the payment of all the principal of and interest on all Outstanding Bonds shall be insured by a policy or policies of municipal bond insurance or payable under a letter of credit the provider of which shall be a financial institution or association having unsecured debt obligations rated, or insuring or securing other debt obligations rated on the basis of such insurance or letters of credit, in one of the two highest Rating Categories of Moody's or Standard & Poor's.

No modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment or mandatory redemption of any Bond, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Owners of the Bonds so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any lien on the Special Taxes and other assets pledged under the Fiscal Agent Agreement prior to or on a parity with the lien created by the Fiscal Agent Agreement, or deprive the Owners of the Bonds of the lien created by the Fiscal Agent Agreement on such Special Taxes and assets (in each case, except as expressly provided in the Fiscal Agent Agreement), without the consent of the Owners of all of the Bonds then Outstanding.

Defeasance
Discharge of Fiscal Agent Agreement. Bonds of any Series may be paid by the City in any of the following ways:

Payment When Due: by paying or causing to be paid the principal of and interest on such Bonds, as and when the same become due and payable; Deposit of Money or Securities: by depositing with the Fiscal Agent, an escrow agent or other fiduciary, in trust, at or before maturity, money or Defeasance Securities in the necessary amount to pay or redeem such Bonds; or
Delivery of Bonds for Cancelation: by delivering such Bonds to the Fiscal Agent for cancellation.

If the City shall pay all Bonds Outstanding and also pay or cause to be paid all other sums payable under the Fiscal Agent Agreement by the City, including, without limitation, any compensation due and owing to the Fiscal Agent, then and in that case, at the election of the City, evidenced by a certificate of the City filed with the Fiscal Agent signifying the intention of the City to discharge all such indebtedness and the Fiscal Agent Agreement, and notwithstanding that any Bonds shall not have been surrendered for payment, the Fiscal Agent Agreement, the pledge of Special Taxes and other assets made under the Fiscal Agent Agreement, all covenants C-9
and agreements and other obligations of the City under the Fiscal Agent Agreement, and the rights and interests created (except as to any surviving rights of transfer or exchange of Bonds and rights to payment from moneys deposited with the Fiscal Agent for the discharge of liability on Bonds, as described below) shall cease, terminate, become void, and be completely discharged and satisfied.

Discharge of Liability on Bonds. Upon the deposit with the Fiscal Agent, escrow agent or other fiduciary, in trust, at or before maturity, of money or Defeasance Securities in the necessary amount to pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the redemption date of such Bond), provided that, if such Bond is to be redeemed prior to maturity, notice of such redemption shall have been given as provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then all liability of the City in respect of such Bond shall cease, terminate, and be completely discharged, except that thereafter (i) the Owner shall be entitled to payment of the principal of and premium, if any, and interest on such Bond by the City and the City shall remain liable for such payment, but only out of such money or securities deposited with the Fiscal Agent as aforesaid for their payment and (ii) the Owner shall retain its rights of transfer or exchange of Bonds.

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APPENDIX D

FORM OF OPINION OF BOND COUNSEL
[CLOSING DATE]
City Council
City of Chowchilla
130 South 2nd Street
Chowchilla, California 93610
$___________

CITY OF CHOWCHILLA
COMMUNITY FACILITIES DISTRICT NO. 2025-2

SPECIAL TAX BONDS
(Replacement of CFD 2006-1)

FINAL OPINION OF BOND COUNSEL
Dear Council Members,
We have acted as Bond Counsel in connection with the issuance by the City of Chowchilla (the “City”) of $________ aggregate principal amount of City of Chowchilla Community Facilities District No. 2025-2 Special Tax Bonds (Replacement of CFD 2006-1) (the “Bonds””), under and pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982 of the State of California (Sections 53311, et seq., of the California Government Code), and pursuant to the provisions of the Fiscal Agent Agreement dated as of July 1, 2026 (the “Fiscal Agent Agreement”), between U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), and the City.

In such capacity, we have examined such law and such certified proceedings and other documents as we have deemed necessary to render this opinion. Regarding questions of fact material to our opinion, we have relied upon the representations of the City contained in the Fiscal Agent Agreement and in the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation.

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

1. The City has duly authorized, executed and delivered the Bonds. The Bonds are valid and binding limited obligations of the City, payable solely from the proceeds of the Special Taxes (as that term is defined in the Fiscal Agent Agreement) and certain funds held under the Fiscal Agent Agreement to the extent specified therein.

2. The Fiscal Agent Agreement constitutes a valid and binding obligation of the City. The Fiscal Agent Agreement creates a valid lien on the Special Taxes and other funds pledged by the Fiscal Agent Agreement for the security of the Bonds.

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3. Interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; however, interest on the Bonds is taken into account in determining annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”) that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted in the Fiscal Agent Agreement and the Tax Certificate and other instruments relating to the Bonds to comply with each of such requirements under the Code. Failure to comply with certain of such requirements under the Code may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.

4. Interest on the Bonds is exempt from personal income taxation imposed by the State of California.

The rights of the owners of the Bonds and the enforceability of the Bonds and the Fiscal Agent Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by equitable principles, whether considered at law or in equity.

We express no opinion regarding the accuracy, adequacy or completeness of the Official Statement or other offering materials relating to the Bonds. Except as stated in the preceding paragraphs, we express no opinion as to any federal or state tax consequences of the receipt of interest on, or the ownership or disposition of, the Bonds.

Our opinions are based on existing law, which is subject to change. The opinions represent our legal judgment based upon a review of existing legal authorities that we deem relevant to render such opinions and are not a guarantee of results. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our opinions to reflect any fact or circumstance that may thereafter come to our attention or to reflect any change in any law that may thereafter occur or become effective. Moreover, our opinions are not a guarantee of result and are not binding on the Internal Revenue Service; rather, such opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above.

Respectfully submitted,

LOZANO SMITH, LLP
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APPENDIX E

FORMS OF CONTINUING DISCLOSURE AGREEMENTS
CONTINUING DISCLOSURE AGREEMENT – CITY
THIS CONTINUING DISCLOSURE AGREEMENT – CITY (the “Disclosure Agreement”), dated as of ___________, 2026, is by and between NBS, as dissemination agent (the “Dissemination Agent”), and the CITY OF CHOWCHILLA, CALIFORNIA (the “City”).

RECITALS:

WHEREAS, the City has issued the City of Chowchilla Community Facilities District No. 2025-2 (the “CFD”) Special Tax Bonds (Replacement of CFD 2006-1) (the “Bonds”); and WHEREAS, the Bonds have been issued pursuant to a Fiscal Agent Agreement, dated as of July 1, 2026 (the “Fiscal Agent Agreement”), by and between U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), and the City.

WHEREAS, this Disclosure Agreement is being executed and delivered by the City and the Dissemination Agent for the benefit of the owners and beneficial owners of the Bonds and in order to assist the underwriter of the Bonds in complying with S.E.C. Rule 15c2-12(b)(5).

AGREEMENT:

NOW, THEREFORE, for and in consideration of the premises and mutual covenants herein contained, and for other consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. In addition to the definitions of capitalized terms set forth in Section

1.03 of the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section or in the Recitals above, the following terms shall have the following meanings when used in this Disclosure Agreement:
“Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Beneficial Owner” shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond (including persons holding any Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bond for federal income tax purposes.

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“Dissemination Agent” means NBS, 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 City a written acceptance of such designation. “EMMA” or “Electronic Municipal Market Access” means the centralized on-line repository for documents to be filed with the MSRB, such as official statements and disclosure information relating to municipal bonds, notes and other securities as issued by state and local governments.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Agreement.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.
“Official Statement” means the Official Statement, dated June 2, 2026, relating to the Bonds.
“Participating Underwriter” means Oppenheimer & Co. Inc., the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.
“Rule” means 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.

Section 2. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the City and the Dissemination Agent for the benefit of the owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule.

Section 3. Provision of Annual Reports.
(a) Delivery of Annual Report. The City shall, or shall cause the Dissemination Agent to, not later than the March 1 occurring after the end of each fiscal year of the City, commencing with the report for the 2026-27 fiscal year, which is due not later than March 1, 2028, file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Agreement. 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; E-3
provided that any audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date.
(b) Change of Fiscal Year. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c), and subsequent Annual Report filings shall be made no later than six months after the end of such new fiscal year end. (c) Delivery of Annual Report to Dissemination Agent. Not later than fifteen (15) Business Days prior to the date specified in subsection (a) (or, if applicable, subsection (b)) of this Section 3 for providing the Annual Report to EMMA, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by such date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall notify the City. (d) Report of Non-Compliance. If the City is the Dissemination Agent and is unable to file an Annual Report by the date required in subsection (a) (or, if applicable, subsection (b)) of this Section 3, the City shall in a timely manner send a notice to EMMA substantially in the form attached hereto as Exhibit A. If the City is not the Dissemination Agent and is unable to provide an Annual Report to the Dissemination Agent by the date required in subsection (c) of this Section 3, the Dissemination Agent shall send a notice to EMMA in substantially the form attached hereto as Exhibit A in a timely manner.
(e) Annual Compliance Certification. The Dissemination Agent shall, if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been filed with EMMA pursuant to Section 3 of this Disclosure Agreement, stating the date it was so provided and filed.

Section 4. Content of Annual Reports. The Annual Report for each fiscal year shall contain or incorporate by reference the following:
(a) Financial Statements. Audited financial statements of the City for the most recently completed fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the audited financial statements shall be filed in the same manner as the Annual Report when they become available.
(b) Other Annual Information. The Annual Report for each fiscal year shall also include the following information:
(i) Total assessed value (per the Madera County Assessor’s records) of all parcels currently subject to the Special Tax within the CFD, showing the total E-4
assessed valuation for all land and the total assessed valuation for all improvements within the CFD and distinguishing between the assessed value of improved and unimproved parcels. Parcels are considered improved if there is an assessed value for the improvements in the Assessor's records. (ii) The total dollar amount of delinquencies in the CFD as of August 1 of any year and, in the event that the total delinquencies within the CFD as of August 1 in any year exceed 5% of the Special Tax for the previous year, delinquency information for each parcel responsible for more than $2,500 in the payment of Special Tax, amounts of delinquencies, length of delinquency and status of any foreclosure of each such parcel.
(iii) The amount of prepayments of the Special Tax with respect to the CFD for the prior Fiscal Year.
(iv) A land ownership summary listing the property owner responsible for more than 20% of the annual Special Tax levy, as shown on the Madera County Assessor's last equalized tax roll prior to the September next preceding the Annual Report Date.
(v) The principal amount of the Local Obligations outstanding and the balance in the related Bond Reserve Fund (along with a statement of the Bond Reserve Requirement) as of the September 30 next preceding the Annual Report Date.
(vi) An updated table in substantially the form of the table in the Official Statement entitled “Summary of Values and Value-to-Lien Ratio” based upon the Madera County assessor’s most recent equalized tax roll prior to the September next preceding the Annual Report Date.
(vii) An updated table in substantially the form of the table in the Official Statement entitled “Direct and Overlapping Governmental Obligations” as of the City’s most recently completed fiscal year.
(viii) Any changes to the Rate and Method of Apportionment for the CFD set forth in Appendix B to the Official Statement.
(ix) A copy of the annual information required to be filed by the City with the California Debt and Investment Advisory Commission pursuant to the MelloRoos Act and relating generally to outstanding CFD bond amounts, fund balances, assessed values, special tax delinquencies and foreclosure information.

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(c) Cross References. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on EMMA. The City shall clearly identify each such other document so included by reference. If the document included by reference is a final official statement, it must be available from EMMA. (d) Further Information. In addition to any of the information expressly required to be provided under paragraph (b) of this Section 4, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Section 5. Reporting of Listed Events.
(a) Reportable Events. The City shall give, or shall cause to be given, notice of the occurrence of any of the following events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Non–payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701–TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the obligated person. (13) The consummation of a merger, consolidation, or acquisition involving the obligated person, or the sale of all or substantially all of the assets of the obligated person (other than in the ordinary course of business), the entry into a definitive agreement to E-6
undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.
(15) The incurrence of a financial obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material.
(16) A default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties.
(b) If a Listed Event occurs, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events regarding bond calls described in subsection (a)(8) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to owners of affected Bonds under the Fiscal Agent Agreement.
(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that the City determines the event’s occurrence is material for purposes of U.S. federal securities law. The City intends that the words used in paragraphs (15) and (16) and the definition of “financial obligation” to have the meanings ascribed thereto in SEC Release No. 34- 83885 (August 20, 2018).
(d) For purposes of this Disclosure Agreement, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.

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Section 6. Identifying Information for Filings with EMMA. All documents provided to EMMA under this Disclosure Agreement shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

Section 8. Dissemination Agent.
(a) Appointment of 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 initial Dissemination Agent shall be NBS
If the Dissemination Agent is not the City, 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. It is understood and agreed that any information that the Dissemination Agent may be instructed to file with EMMA shall be prepared and provided to it by the City. The Dissemination Agent has undertaken no responsibility with respect to the content of any reports, notices or disclosures provided to it under this Disclosure Agreement and has no liability to any person, including any Bond owner, with respect to any such reports, notices or disclosures. The fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking relationship with the City shall not be construed to mean that the Dissemination Agent has actual knowledge of any event or condition, except as may be provided by written notice from the City.
(b) Compensation of Dissemination Agent. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder as agreed to between the Dissemination Agent and the City from time to time and all expenses, legal fees and expenses and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder, with payment to be made from any lawful funds of the Community Facilities District.

The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the City, the owners of the Bonds, the Beneficial Owners, or any other party. The Dissemination Agent may rely, and shall be protected in acting or refraining from acting, upon any written direction from the City or a written opinion of nationally recognized bond counsel. The Dissemination Agent may at any time resign by giving written notice of such resignation to the City. The Dissemination Agent shall not be liable hereunder except for its negligence or willful misconduct. (c) Responsibilities of Dissemination Agent. In addition of the filing obligations of the Dissemination Agent set forth in Sections 3(e) and 5, the Dissemination Agent shall be obligated, and hereby agrees, to provide a request to the City to compile the information required for its E-8
Annual Report at least 30 days prior to the date such information is to be provided to the Dissemination Agent pursuant to subsection (c) of Section 3. The failure to provide or receive any such request shall not affect the obligations of the City under Section 3.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the City that does not impose any greater duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure Agreement may be waived, provided that all of the following conditions are satisfied:
(a) Change in Circumstances. If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a) or (b), 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) Compliance as of Issue Date. The undertaking, as amended or taking into account such waiver, would, in the opinion of a 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.
(c) Consent of Holders; Non-impairment Opinion. The amendment or waiver either (i) is approved by the Bond owners in the same manner as provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of Bond owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Bond owners or Beneficial Owners.

If this Disclosure Agreement is amended or any provision of this Disclosure Agreement is waived, the City shall describe such amendment or waiver in the next following 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(c), 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 on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Section 10. 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 E-9
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 Disclosure Agreement to update such information or include it in any future Annual Report or future notice of occurrence of a Listed Event.

Section 11. Default. In the event of a failure of the City to comply with any provision of this Disclosure Agreement, any Bond owner, any Beneficial Owner or the Participating Underwriter may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Agreement. The sole remedy under this Disclosure Agreement in the event of any failure of the City to comply with this Disclosure Agreement shall be an action to compel performance.

Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and the owners and the Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Section 13. 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.

IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written.

CITY OF CHOWCHILLA, CALIFORNIA
By:

Acknowledged:

NBS, as Dissemination Agent
By:

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EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Obligor: City of Chowchilla, California
Name of Bond Issue: Community Facilities District No. 2025-2 Special Tax Bonds (Replacement of CFD 2006-1)
Date of Issuance: _________, 2026
NOTICE IS HEREBY GIVEN that the Obligor has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement dated as of __________, 2026. The Obligor anticipates that the Annual Report will be filed by __________________.

Date:

By: NBS, as Dissemination Agent
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CONTINUING DISCLOSURE CERTIFICATE – DEVELOPER
This Continuing Disclosure Certificate – Developer (the “Disclosure Agreement”) dated as of ___________, 2026, is executed and delivered by Rancho Calera, LLC, a California limited liability company (the “Developer”), in connection with the issuance by the City of Chowchilla, California (the “City”), of the City of Chowchilla Community Facilities District No. 2025-2 (the “CFD”) Special Tax Bonds (Replacement of CFD 2006-1) (the “Bonds”). The Bonds are being issued pursuant to a Fiscal Agent Agreement, dated as of July 1, 2026, by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent Agreement”).

The Developer covenants and agrees as follows:

SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Developer for the benefit of the Participating Underwriter, the Bondowners and Beneficial Owners.

SECTION 2. Definitions. In addition to the definitions set forth in the Fiscal Agent Agreement, 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 when used herein:
“Affiliate” means, any person directly (or indirectly through one or more intermediaries) and currently under managerial control of the Developer, and about whom information could be material to potential investors in their investment decision regarding the Bonds, including without limitation information relevant to the development of the Property or the Developer’s ability to pay Special Taxes levied and to be levied on the Property.
“Beneficial Owner” means any person who (a) has or shares the power, directly or indirectly, to make investment decisions concerning ownership of the Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bond for federal income tax purposes. “Business Day” means any day other than (a) a Saturday or a Sunday or (b) a day which is a federal or State of California holiday.
“Dissemination Agent” means, initially, the Developer, and subsequently any successor Dissemination Agent designated in writing by the Developer and which has filed with the Developer and the City a written acceptance of such designation. “District” means the City of Chowchilla Community Facilities District No. 2025-2.

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“EMMA” means the Electronic Municipal Market Access system of the MSRB, currently located at http://emma.msrb.org.
“Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30.
“Community Facilities District” means the City of Chowchilla Community Facilities District No. 2025-2.
“Listed Event” means any of the events listed in Section 5(a) of this Disclosure Agreement.
“MSRB” means the Municipal Securities Rulemaking Board. “Official Statement” means the Official Statement, dated ______, 2026, relating to the Bonds.
“Participating Underwriter” means Oppenheimer & Co. Inc., the original underwriter of the Bonds.
“Person” means any natural person, corporation, partnership, firm, association, Government Authority or any other Person whether acting in an individual fiduciary, or other capacity.
“Property” means the real property within the boundaries of the Community Facilities District that is owned by the Developer or any Affiliate as of the date that a respective Semiannual Report or Listed Event disclosure is provided. “Rule” means 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.
“Semiannual Report” means any report to be provided by the Developer on or prior to June 15 and December 15 of each year pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

SECTION 3. Provision of Semiannual Reports.
(a) The Developer shall, or shall cause the Dissemination Agent (if other than the Developer) to, not later than June 15 and December 15 of each year, commencing December 15, 2026, provide to EMMA a Semiannual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. If, in any year, June 15 or December 15 does not fall on a Business Day, then such deadline shall be extended to the following Business Day. Each Semiannual E-13
Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement.
(b) Not later than fifteen (15) calendar days prior to the date specified in subsection (a) for providing each Semiannual Report to EMMA, the Developer shall provide the respective Semiannual Report to the Dissemination Agent (if the Dissemination Agent is other than the Developer) or shall provide notification to the Dissemination Agent (if the Dissemination Agent is other than the Developer) that the Developer is preparing, or causing to be prepared, the Semiannual Report and the date which the Semiannual Report is expected to be available. If by such date, the Dissemination Agent has not received a copy of the Semiannual Report or notification as described in the preceding sentence, the Dissemination Agent (if the Dissemination Agent is other than the Developer) shall notify the Developer of such failure to receive the report. (c) If the Dissemination Agent is unable to provide a Semiannual Report to EMMA by the date required in subsection (a) or to verify that a Semiannual Report has been provided to EMMA by the date required in subsection (a), the Dissemination Agent shall send in a timely manner a notice to EMMA in a form that is accepted by EMMA.
(d) The Developer shall, or shall cause the Dissemination Agent to:
(i) determine each year prior to the date for providing the Semiannual Report the name and address of EMMA; and
(ii) promptly file a report with the Developer and the City certifying that the Semiannual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided to EMMA.
(e) Notwithstanding any other provision of this Disclosure Agreement, any of the required filings hereunder shall be made in accordance with the MSRB’s EMMA system or in another manner approved under the Rule.

SECTION 4. Content of Semiannual Reports.
(a) Each Semiannual Report shall contain or include by reference the information which is available as of the date of the filing of the Semiannual Report relating to the following:

1. To the extent not previously disclosed in the Official Statement or in a prior Semiannual Report, a discussion of the sources of funds to finance development of the Property, and whether any material defaults exist under any loan arrangement related to such financing.

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2. A summary of development activity conducted by the Developer or any Affiliate within the Community Facilities District, including the status of any remaining infrastructure needed for the development of the parcels in the Community Facilities District, the status of each parcel of the Property (e.g. finished lot, ready for conveyance to a homebuilder, etc.) number of building permits that have been issued for any of the Property, and the number of parcels of the Property for which sales to homebuyers, if any, have closed, all since the most recent Semiannual Report (or, if prior to the first Semiannual Report, since June 1, 2026).

3. Any sale by the Developer or any Affiliate of the Developer of property in the Community Facilities District to another Person, other than to buyers of completed homes, including a description of the property sold (acreage, number of lots, etc.) and the identity of the Person that so purchased the property, all since the most recent Semiannual Report (or, if prior to the first Semiannual Report, since June 1, 2026).

4. Any major legislative, administrative and judicial challenges known to the Developer to or affecting the completion of the public infrastructure improvements in or the time for construction of any infrastructure improvements required to be made to the land in the Community Facilities District by the Developer or any Affiliate (the “Developer Improvements”).

5. Information regarding any failure by the Developer or any of its Affiliates to pay any real property taxes (including Special Taxes) levied on any Property owned by the Developer or any Affiliates.
(b) In addition to any of the information expressly required to be provided under paragraph (a) above, the Developer shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
(c) Any and all of the items listed above may be included by specific reference to other documents, including official statements of debt issues which have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Developer shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.
(a) So long as Developer’s obligations under this Disclosure Agreement have not terminated pursuant to Section 7 below, pursuant to the provisions of this Section 5, the Developer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material under clauses (b) and (c) in a timely manner within 10 E-15
Business Days after the Developer obtains knowledge of the occurrence of any of the following events:

1. Failure to pay any real property taxes, special taxes or assessments levied on the Property prior to the delinquency date therefor.

2. Damage to or destruction of any of the Developer Improvements which has a material adverse effect on the value of the land in the Community Facilities District.

3. Material default by the Developer or any Affiliate of the Developer on any loan with respect to the construction or permanent financing of the Developer Improvements.

4. Material default by the Developer or any Affiliate of the Developer on any loan secured by the Property.

5. Material payment default by the Developer on any loan of the Developer (whether or not such loan is secured by the Property) which is beyond any applicable cure period in such loan.

6. The filing of any proceedings with respect to the Developer, in which the Developer may be adjudicated as bankrupt or discharged from any or all of their respective debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of debts.

7. The filing of any proceedings with respect to an Affiliate of the Developer, in which such Affiliate of the Developer may be adjudicated as bankrupt or discharged from any or all of its respective debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of debts if such adjudication could materially adversely affect the completion of the Developer Improvements or the development of the Property (including the payment of special taxes of the Community Facilities District).

8. The filing of any lawsuit against the Developer or any of its Affiliates with service of process on the Developer or its Affiliates having occurred) which, in the reasonable judgment of the Developer, if successful, will materially adversely affect the Developer’s development of the Property, or litigation which if decided against the Developer, or any of its Affiliates, in the reasonable judgment of the Developer, would materially adversely affect the financial condition of the Developer or its Affiliates in a manner that would materially adversely affect the completion of the development of the Property.

9. A sale or transfer of all or substantially all of the Developer’s assets or a sale of a majority of the partnership interests, membership interests or outstanding stock of the Developer.

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(b) Whenever the Developer obtains knowledge of the occurrence of a Significant Event under Section 5(a), subsection (2), (3), (4), (5), (7) or (8), the Developer shall as soon as possible determine if such event would be material under applicable federal securities laws. If the Dissemination Agent is other than the Developer, it shall have no responsibility to determine the materiality of any of the Significant Events.
(c) If an event described in Section 5(a), subsection (1), (6) or (9) occurs, or if the Developer determines that knowledge of the occurrence of an event described in Section 5(a), subsection (2), (3), (4), (5), (7) or (8) would be material under applicable federal securities laws, the Developer shall file in a timely manner within 10 Business Days after the Developer obtains knowledge of the occurrence of the respective event a notice of such occurrence with EMMA or with the Dissemination Agent (if different from the Developer) which shall then distribute such notice to EMMA in a timely manner within the 10 Business Day period, with a copy to the City. The Developer shall give notice of the occurrence of any event described in Section 5(a) in any event in a timely fashion by filing a notice thereof with EMMA or with the Dissemination Agent (if different from the Developer) which shall then distribute such notice to EMMA in a timely manner, with a copy to the City.

SECTION 6. Format for Filings with MSRB. Any report or filing with the MSRB pursuant to this Disclosure Agreement must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB.

SECTION 7. Termination of Reporting Obligation. The Developer’s obligations under this Disclosure Agreement shall terminate upon the following events:
(a) the legal defeasance, prior redemption or payment in full of all of the Bonds, (b) at such time as property owned by the Developer is no longer responsible for payment of 20% or more of the Special Tax, or
(c) the date on which the Developer prepays in full all of the Special Tax attributable to the Property.

If such termination occurs prior to the final maturity of the Bonds, the Developer shall give notice of such termination in the same manner as for a Semiannual Report hereunder.

SECTION 8. Dissemination Agent. The initial Dissemination Agent under this Disclosure Agreement shall be the Developer. If the Developer retains a third-party Dissemination Agent, that Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report prepared by the Developer pursuant to this Disclosure Agreement. Third-Party Dissemination Agents may resign by providing thirty days written notice to the Developer and E-17
the City, in which case the Developer shall become the Dissemination Agent unless and until another third-party Dissemination Agent is retained by the Developer.

SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Developer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, provided that all of the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Developer with respect to the Bonds, or the type of business conducted; (b) The amendment or waiver either (i) is approved by the Bondowners in the same manner as provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of Bondowners, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the City and the Fiscal Agent, materially impair the interests of the Bondowners or Beneficial Owners of the Bonds; and (c) The Developer, or the Dissemination Agent, shall have delivered copies of the amendment and any opinions delivered under (a) and (b) above.

If the operating data to be provided in any Semiannual Report is amended pursuant to the provisions of this Disclosure Agreement, the Developer shall describe such amendment in the next Semiannual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type of financial information or operating data being presented by the Developer.

SECTION 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Developer 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 Semiannual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Developer chooses to include any information in any Semiannual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Developer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Semiannual Report or notice of occurrence of a Listed Event.

The Developer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Developer, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Developer under such laws.

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SECTION 11. Default. In the event of a failure of the Developer to comply with any provision of this Disclosure Agreement, the Participating Underwriter or any Bondowner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer or the Dissemination Agent, 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 Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the Developer to comply with this Disclosure Agreement shall be an action to compel performance.

SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement and the Developer agrees to indemnify and save the Dissemination Agent, its 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 defending against any claim of liability, but excluding losses, expenses and liabilities due to the Dissemination Agent’s negligence or willful misconduct, or its failure to perform its duties hereunder in accordance with the Dissemination Agent’s schedule of fees, as amended from time to time. The Developer agrees to pay the Dissemination Agent a reasonable annual fee for the performance of its duties hereunder. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Developer, the Participating Underwriter, Bondowners or Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a direction from the Developer or an opinion of nationally recognized bond counsel.

The obligations of the Developer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. The Dissemination Agent may conclusively rely upon the Semiannual Reports provided to it by the Developer as constituting a Semiannual Report required of the Developer in accordance with this Disclosure Agreement and shall have no duty or obligation to review any such Semiannual Report. The Dissemination Agent shall have no duty to prepare any Semiannual Report nor shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it by the Developer in a timely manner in a form suitable for filing with EMMA. Any company succeeding to all or substantially all of the Dissemination Agent’s corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act.

SECTION 13. Reporting Obligation of Developer’s Transferees. The Developer shall, in connection with any sale or transfer of ownership of land within the Community Facilities District to a transferee that is not an Affiliate of the Developer, and that is not already a party to a continuing disclosure agreement with the City with respect to property in the Community Facilities District, which will result in the transferee (which term shall include any successors and E-19
assigns of the Developer) owning 80 or more lots within the Community Facilities District in the Fiscal Year following such transfer, cause such transferee to enter into a disclosure agreement with terms substantially similar to the terms of this Disclosure Agreement, whereby such transferee agrees to provide the information of the type described in Sections 4 and 5 of this Disclosure Agreement.

SECTION 14. Developer as Independent Contractor. In performing under this Disclosure Agreement, it is understood that the Developer is an independent contractor and not an agent of the City or the Community Facilities District.

SECTION 15. Notices. Notices should be sent by electronic, overnight or first-class mail to the following addresses. The following information may be conclusively relied upon until changed in writing.

Developer: Rancho Calera, LLC
c/o Pembrook Development, LLC
18640 Sutter Blvd., Suite 100
Morgan Hill, CA 95037
Attention: Glenn Pace
Email: [email protected]
Fiscal Agent: U.S. Bank Trust Company, National Association [Fiscal Agent Address]
[Fiscal Agent City], CA [Fiscal Agent Zip]
Attention: __________________
Email: __________________
Participating Underwriter: Oppenheimer & Co. Inc.
135 Main Street, Suite 1700
San Francisco, CA 94105
Attention: Rick Brandis
Email: [email protected]
City or Community Facilities
District:

City of Chowchilla
130 S 2nd Street
Chowchilla, CA 93610
Attention: Finance Director
Email: ___________________
SECTION 16. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Developer, the City, the Dissemination Agent, the Fiscal Agent, the Participating Underwriter and Bondowners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

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SECTION 17. Assignability. The Developer shall not assign this Disclosure Agreement or any right or obligation hereunder except to the extent permitted to do so under the provisions of Section 13 hereof. The Dissemination Agent may, with prior written notice to the Developer and the City, assign this Disclosure Agreement and the Dissemination Agent’s rights and obligations hereunder to a successor Dissemination Agent.

SECTION 18. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

SECTION 19. Governing Law. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California.

RANCHO CALERA, LLC, a California
limited liability company
By:
_____________,
__________
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APPENDIX F

DTC AND THE BOOK-ENTRY ONLY SYSTEM
The information in this Appendix F has been provided by The Depository Trust Company (“DTC”), New York, NY, for use in securities offering documents, and the City does not take responsibility for the accuracy or completeness thereof. The City cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute the Beneficial Owners either (a) payments of interest, principal or premium, if any, with respect to the Bonds or (b) certificates representing ownership interest in or other confirmation of ownership interest in the Bonds, or that they will so do on a timely basis or that DTC, DTC Direct Participants or DTC Indirect Participants mill act in the manner described in this Official Statement.

The following description of DTC, the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.

Neither the issuer of the Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix.

No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC.

2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset F-2
servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies.

DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.

More information about DTC can be found at www.dtcc.com. The information contained on this Internet site is not incorporated herein by reference.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security F-3
documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners.

In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

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

THE FISCAL AGENT, AS LONG AS A BOOK-ENTRY-ONLY SYSTEM IS USED FOR THE

BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES ONLY TO CEDE & CO., OR ITS SUCCESSOR AS DTC’S PARTNERSHIP NOMINEE. ANY FAILURE OF CEDE & CO., OR ITS SUCCESSOR AS DTC’S PARTNERSHIP NOMINEE TO ADVISE ANY PARTICIPANT, OR

OF ANY PARTICIPANT TO NOTIFY ANY BENEFICIAL OWNER OF ANY NOTICE AND ITS

CONTENT OR EFFECT WILL NOT AFFECT THE VALIDITY OR SUFFICIENCY OF THE

PROCEEDINGS RELATING TO THE REDEMPTION OF THE BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE.

7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures.

Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.

DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

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10. The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.

11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.

12. THE CITY AND THE UNDERWRITER CANNOT AND DO NOT GIVE ANY

ASSURANCES THAT DTC, THE PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF

PRINCIPAL, INTEREST OR PREMIUM, IF ANY, WITH RESPECT TO 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. THE CITY AND THE UNDERWRITER ARE NOT 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.

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APPENDIX G

APPRAISAL REPORT