Folsom City Council
November 8, 2022

11/08/2022 Item No.12.

Outstanding. All money in the Sinking Fund Account on September 1 of each year during the period beginning on Septemb er I ,201 ), and ending on September I , 20I), both years inclusive, shall be used and withdrawn by the Authority on each such September I for the mandatory redemption or payment of the Term Authority Bonds maturing on September 1, 20Ll; and all money in the Sinking Fund Account on September I of each year during the period beginning on September I, 201 l, and ending on September 1, 20I_1, both years inclusive, shall be used and withdrawn by the Authority on each such September 1 for the mandatory redemption or payment of the Term Authority Bonds maturing on September 1, 201-]. The Authority hereby agrees and covenants with the Owners of the respective Term Authority Bonds to call and redeem in accordance with Section 4.04 or pay the Term Authority Bonds from Minimum Sinking Fund Payments deposited in the Sinking Fund Account pursuant to this paragraph whenever on September 1 of any year there is money in the Sinking Fund Account available for such purpose.

The interest on and principal of and redemption premiums, if any, on the Authority Bonds shall be payable in lawful money of the United States of America. The Authority Bonds shall be issued as fully registered bonds and shall be numbered from one (1) upward. The Authority Bonds shall bear interest from the Dated Date. Payment of the interest on any Authority Bond shall be made to the Person whose name appears on the Bond Register as the Owner thereof as of the close of business on the Record Date, such interest to be paid by check mailed by first class mail on each Interest Payment Date to the Owner at the address which appears on the Bond Register as of the Record Date for that purpose; except that in the case of an Owner of one million dollars ($1,000,000) or more in aggregate principal amount of Authority Bonds, upon written request of such Owner to the Trustee received not later than such Record Date, such interest shall be paid on such Interest Payment Date in immediately available funds by wire transfer to an account in a bank or trust company or savings bank that is a member of the Federal Reserve System and that is located in the continental United States of America. The principal of and redemption premiums, if any, on the Authority Bonds shall be payable by the Trustee at its Corporate Trust Office upon presentation and surrender of such Authority Bonds. Interest shall be calculated on the basis of a 360-day yeff consisting of twelve (12) 30-day calendar months; p1qvtdgd, that notwithstanding any other provision herein contained, any interest not punctually paid or duly provided for, as a result of an Event of Default or otherwise, shall forthwith cease to be payable to the Owner on the Record Date and shall be paid to the Owner in whose name the Authority 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 Trustee, notice of which shall be given to the Owner not less than ten (10) Business Days prior to such Special Record Date.

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

SECTION 2.03. Authority Bonds Mutilated. Destroyed. Stolen or Lost. In the event any Authority Bond is mutilated, lost, stolen or destroyed, the Authority may execute and, upon its request in writing, the Trustee shall authenticate and deliver a substitute Authority Bond of the same principal amount and maturity as the mutilated, lost, stolen or destroyed Authority Bond in exchange and substitution for such mutilated Authority Bond, or in lieu of and substitution for such lost, stolen or destroyed Authority Bond.
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Application for exchange and substitution of mutilated, lost, stolen or destroyed Authority Bonds shall be made to the Trustee at its Corporate Trust Office. In every case the applicant for a substitute Authority Bond shall fumish to the Trustee indemnification to its satisfaction, and in every case of loss, theft or destruction of an Authority Bond, the applicant shall also furnish to the Authority and the Trustee evidence to their satisfaction of such loss, theft or destruction and of the identity of the applicant, and in every case of mutilation of an Authority Bond, the applicant shall surrender the mutilated Authority Bond to the Trustee.

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

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

SECTION 2.04 Execution of uthoritv Bonds. All Authority Bonds shall, from time to time, be executed on behalf of the Authority by the manual or facsimile signature of the Treasurer and attested by the manual or facsimile signature of the Secretary.

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

SECTION 2.05. Transfer and Registration of Authoritv Bonds. The Authority Bonds shall be transferred or exchanged and title thereto shall pass only in the manner provided herein, and the Trustee shall keep books constituting the Bond Register for the registration and transfer of the Authority Bonds as provided herein. All Authority Bonds presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Owner or by his or her attorney duly authorizedin writing, and all such Authority Bonds shall be surrendered to the Trustee and canceled by the Trustee pursuant to Section 2.08. The Authority and the Trustee shall be entitled to conclusively treat the Owner as the absolute owner of such 4143-0582-4803.3
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11/08/2022 Item No.12.

Authority Bond for the pulpose of receiving any payment of the interest on or principal of or redemption premium, if any, on such Authority Bond and for all other purposes hereof, whether such Authority Bond shall be overdue or not, and neither the Authority nor the Trustee shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisff and discharge the liability upon such Authority Bond to the extent of the sum or sums so paid.

SECTION 2.06. Regulations with Respect to Exchange or Transfer of Authority Bonds.

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

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

All new Authority Bonds delivered upon any transfer or exchange shall be valid obligations of the Authority, evidencing the same debt as the Authority Bonds surrendered, shall be secured hereby and shall be entitled to all of the security and benefits hereof to the same extent as the Authority Bonds surrendered.

SECTION 2.07. Authentication of Authority Bonds. No Authority Bond shall be secured hereby or entitled to the benefits hereof or shall be valid or obligatory for any purpose unless there shall be endorsed on such Authority Bond the Trustee's certificate of authentication, substantially in the form prescribed herein, executed by the manual signature of a duly authorized signatory of the Trustee; and such certificate on any Authority Bond issued by the Authority hereunder shall be conclusive evidence and the only competent evidence that such Authority Bond has been duly authenticated and delivered hereunder.

SECTION 2.08. Cancellation of Authority Bonds. Upon the surrender to the Trustee of any mutilated Authority Bond, or any Authority Bond surrendered for transfer or exchange, or any Authority Bond redeemed or paid at maturity, the same shall forthwith be canceled and the Trustee shall destroy such Authority Bonds and the Trustee shall deliver a certificate of destruction with respect thereto to the Authority.

SECTION 2.09. Authorit)' Bonds as Special Obligations. The Authority Bonds are special, limited obligations of the Authority, payable from the Trust Estate and secured as to the payment of the interest on and principal of and redemption premiums, if any, thereon in accordance 4t43-0582-4803.3
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with their terms and the terms hereof, solely by the Trust Estate. The Authority Bonds do not constitute a charge against the general credit of the Authority or any of its members, and under no circumstances shall the Authority be obligated to pay the interest on or principal of or redemption premiums, if any, on the Authority Bonds except from the Trust Estate. None of the Community Facilities District, the City, the State, any public agency (other than the Authority) or any member of the Community Facilities District or the Authority is obligated to pay the interest on or principal of or redemption premiums, if any, on the Authority Bonds, and neither the faith and credit nor the taxing power of the Community Facilities District, the City, the State or any public agency thereof or any member of the Authority or the Community Facilities District is pledged to the payment of the interest on or principal of or redemption premiums, if any, on the Authority Bonds. The payment of the interest on or principal of or redemption premiums, if any, on the Authority Bonds does not constitute a debt, liability or obligation of the Community Facilities District, the City, the State or any public agency (other than the Authority) or any member of the Authority.

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

SECTION 2.10. Special Covenants as to Book-Entry Only Svstem for Authority Bonds.
(a) Except as otherwise provided in subsections (b) and (c) of this Section, all of the Authority Bonds initially issued shall be registered in the name of Cede & Co., as nominee for The Depository Trust Compmy, New York, New York ("DTC"), or such other nominee as DTC shall request pursuant to the Letter of Representation. Payment of the interest on any Authority Bond registered in the name of Cede & Co. shall be made on each Interest Payment Date for such Authority Bonds to the account, in the manner and at the address indicated in or pursuant to the Letter of Representation.
(b) The Authority Bonds initially shall be issued in the form of a single authenticated fully registered Authority Bond for each stated maturity of such Authority Bonds, representing the aggregate principal amount of the Authority Bonds of such maturity. Upon initial issuance, the ownership of all such Authority Bonds shall be registered in the registration records maintained by the Trustee pursuant to Section 2.05 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Letter of Representation. The Trustee and any paying agent may conclusively treat DTC (or its nominee) as the sole and exclusive owner of the Authority Bonds registered in its name for the purposes of payment of the principal or redemption price of and interest on such Authority Bonds, selecting the Authority Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners hereunder, registering the transfer of Authority Bonds, obtaining any consent or other action to be taken by Owners of the Authority Bonds and for all other pufposes whatsoever; and neither the Trustee nor the Trustee or any paying agent shall be affected by any notice to the contrary. Neither the Trustee nor any paying agent shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this Section, securities brokers and dealers, banks, trust companies, clearing 4143-0582-4803.3
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corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Authority Bonds under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest on the Authority Bonds, (iii) any notice which is permitted or required to be given to Owners of Authority Bonds hereunder, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Authority Bonds, or (v) any consent given or other action taken by DTC as Owner of Authority Bonds. The Trustee shall pay all principal of and premium,.if any, and interest on the Authority Bonds only at the times, to the accounts, at the addresses and otherwise in accordance with the Letter of Representation, and all such payments shall be valid and effective to satis$ fully and discharge the Trustee's obligations with respect to the principal of and premium, if any, and interest on the Authority Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the Authority Bonds will be transferable to such new nominee in accordance with subsection (f) of this Section.
(c) In the event that the Authority determines that the beneficial owners of the Authority Bonds shall be able to obtain Authority Bond certificates, the Trustee shall, upon the written instruction from the Authority, so notifu DTC, whereupon DTC shall notif' the Participants of the availability through DTC of Authority Bond certificates. In such event, the Authority Bonds will be transferable in accordance with subsection (e) of this Section. DTC may determine to discontinue providing its services with respect to the Authority Bonds at any time by giving written notice of such discontinuance to the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Authority Bonds will be transferable in accordance with subsection (e) of this Section. Whenever DTC requests the Trustee to do so, the Trustee will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Authority Bonds then Outstanding. In such event, the Authority Bonds will be transferable to such securities depository in accordance with subsection (e) of this Section, and thereafter, all references in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate.
(d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all Authority Bonds Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on each such Authority Bond and all notices with respect to each such Authority Bond shall be made and given, respectively, to DTC as provided in the Letter of Representation. (e) In the event that any transfer or exchange of Authority Bonds is authorized under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the Authority Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.05 and2.06. In the event Authority Bond certificates are issued to Owners other than Cede & Co., its successor as nominee for DTC as Owner of all the Authority Bonds, another securities depository as Owner of all the Authority Bonds, or the 4 143-0s82-4803.3
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nominee of such successor securities depository, the provisions of Sections 2.05 and 2.06 shall also apply to, among other things, the registration, exchange and transfer of the Authority Bonds and the method of payment of principal of, premium, if any, and interest on the Authority Bonds.

SECTION2.11. CUSIP Numbers. The Authority in issuing the Authority Bonds may use .'CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Owners; provided that the Trustee shall have no liability for any defect in the "CUSIP" numbers as they appear on any Authority Bond, notice or elsewhere, and, provided further that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Atrthority Bonds or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Authority shall promptly noti$ the Trustee in writing of any change in CUSIP numbers.

ARTICLE III

ISSUANCE OF AUTHORITY BONDS
SECTION 3.01 the Issuance of A The Authority
Bonds shall be executed by the Authority and delivered to the Trustee for authentication, together with a Written Order authorizing and directing the Trustee to authenticate the Authority Bonds and containing instructions as to the delivery of the Authority Bonds. The Trustee shall authenticate and deliver the Authority Bonds upon receipt of such Written Order and upon the following having been made available to it:
(a) A copy of the resolution adopted by the Authority approving this Trust Agreement and the execution and delivery by the Authority hereof, duly certified by the Secretary to have been duly adopted by the Authority and to be in full force and effect on the date of such certification;
(b) The proceeds of sale of the Authority Bonds;
(c) An Officer's Certificate stating that all conditions precedent to the authorization of the Authority Bonds have been satisfied and that the Authority is not in default in the performance of any of the agreements, conditions, covenants or terms contained herein; (d) An original executed counterpart hereof;
(e) The Local Obligations to be purchased with the proceeds of the Authority Bonds, registered in the name of the Trustee; and
(0 An Opinion or Opinions of Bond Counsel addressing the validity and, if applicable, the tax-exempt status of the Authority Bonds and the validity of the Local Obligations, subject to such exceptions as may be reasonable and appropriate.
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SECTION 3.02. Paritv and Subordinate Bonds. So long as any of the Authority Bonds remain Outstanding, the Authority shall not issue any bonds or obligations payable from Revenues.

ARTICLE IV
REDEMPTION OF AUTHOzuTY BONDS
SECTION 4.01 General Provisions. The Authority Bonds that are subject to redemption prior to maturity pursuant to this Trust Agreement shall be redeemable, upon mailed notice as provided in this Article, at such times and upon such terms as are contained in this Article.

SECTION 4.02. Optional Redemption. The Authority Bonds are subject to optional redemption by the Authority prior to their respective maturity dates as a whole or in part on any date on or after September I,201 l, from any source of available funds other than Minimum Sinking Fund Payments and Special Tax Prepayments, upon mailed notice as provided herein, at the following redemption prices (computed upon the principal amount of the Authority Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on any date on or after September 1,201 l through August 3 I, 20ll;
I02% if redeemed on any date from September I, 201 l
through August 31, 20ll;
rcI% if redeemed on any date from September l, 201--l
through August 31,20f l; and
100% if redeemed on September 1, 20L--l and any date
thereafter.

SECTION 4.03. Extraordina{v Redemption. The Authority Bonds are subject to extraordinary redemption by the Authority prior to their respective maturity dates, as a whole or in part on any Interest Payment Date on or after [March 1,20231, solely from funds derived from extraordinary redemption of Local Obligations from Special Tax Prepayments, at the following redemption prices (computed upon the principal amount of the Authority Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on an Interest Payment Date on or after September 1,201 lthrough March l,20ll;
I02% if redeemed on an Interest Payment Date on September 1, 201 I and March 1,201 l;
l}lyo if redeemed on an Interest Payment Date on September 1, 20L-l and March 1,201 l; and
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100% if redeemed on September 1, 20t I or any Interest Payment Date thereafter.

SECTION 4.04. Mandatory Redemption. The Term Authority Bonds maturing on September 1,20i| f, are subject to mandatory redemption by the Authority prior to their maturity date in part on September 1 of each year on and after September 1,201 1, to and including September l,2}ll;andtheTermAuthorityBondsmaturingonSeptemberl,20l ],aresubject to mandatory redemption by the Authority prior to their maturity date in part on September 1 of each year on and after September 1, 201J, to and including September 1,201), from (and in the amount of) the Minimum Sinking Fund Payments due and payable for the Term Authority Bonds on each such date, at a redemption price equal to the principal amount thereof plus accrued interest thereon to the date of redemption, without premium.

SECTION 4.05. Redemption Instructions. Upon any prepayment of a Local Obligation, the Authority shall deliver to the Trustee at least forty-five (45) days prior to the redemption date a Written Order of the Authority designating the amounts and maturities of the Authority Bonds to be redeemed, which shall be in the manner necessary to enable the Authority to deliver a Cash Flow Certificate satisfuing the requirements described below. In the event only a portion of the Outstanding Authority Bonds of any maturity are to be redeemed at any one time, the Trustee shall select the particular Authority Bonds of each maturity date to be redeemed in accordance with DTC procedures (which, atthe time of the issuance ofthe Authority Bonds, would be a redemption by lot) or, if the Authority Bonds are not then in book-entry, in a manner that it deems appropriate and fair. The Trustee shall redeem Authority Bonds in Authorized Denominations. The Trustee shall promptly notifr the Authority in writing of the numbers of the Authority Bonds so selected for redemption on any date. Upon any redemption of a portion but not all of the Outstanding Authority Bonds, the Authority shall deliver to the Trustee a Cash Flow Certificate to the effect that, assuming all payments are made with respect to the Local Obligations, (i) the Revenues, together with moneys on deposit in other firnds and account held under this Trust Agreement, will be sufficient to pay all Principal Installments, Minimum Sinking Fund Payments and interest payments on the Authority Bonds when due; and (ii) the redemption premiums, if any, on the Local Obligations, together with other Revenues available to the Trustee for such pulpose, are sufficient to offset any difference between the interest to accrue on the Authority Bonds to be paid or redeemed with the proceeds of prepayment of such Local Obligations (plus any redemption premium payable upon redemption of such Authority Bonds) and the income to be earned on any investment of such proceeds (assured as of the date of payment thereof), in each case until the date of payment or redemption of Authority Bonds, such that in no event will the prepayment of Local Obligations cause the Trustee to have insufficient funds to pay debt service on the Authority Bonds when due. In no event shall Authority Bonds be redeemed if upon such redemption the principal amount of the Local Obligations remaining outstanding will be less than the total principal amount of Outstanding Authority Bonds. Such Written Order of the Authority may specifu that optional redemption of the Authority Bonds will be conditioned upon receipt of funds or other events.

SECTION 4.06. Notice of Redemption. Subject to receipt of the Written Order of the Authority delivered pursuant to Section 4.05, the Trustee shall, at the sole cost and expense of the Authority, give notice of redemption as hereinafter provided in this Section; p1qv1d9d, that Authority Bonds, identified by CUSP numbers, serial numbers and maturity date, have been called for redemption and, in the case of Authority Bonds to be redeemed in part only, the portion 4t43-0s82-4803.3
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of the principal amount thereof that has been called for redemption (or if all the Outstanding Authority Bonds are to be redeemed, so stating, in which event such serial numbers may be omitted), that they will be due and payable on the date fixed for redemption (specifring such date) upon surender thereof to the Trustee at its Corporate Trust Office, subject to any conditions to such redemption specified in the Written Order of the Authority, at the redemption price (specifring such price), together with any accrued interest to such date, and that all interest on the Authority Bonds (or portions thereof; so to be redeemed will cease to accrue on and after such date and that from and after such date such Authority Bond (or such portion thereof) shall no longer be entitled to any lien, benefit or security hereunder, and the Owner thereof shall have no rights in respect of such redeemed Authority Bond or such portion except to receive payment from such money of such redemption price plus accrued interest to the date fixed for redemption. If sufficient monies for the payment of the redemption price of all Authority Bonds to be redeemed are not then on deposit with the Trustee, such notice shall also state that redemption is conditioned upon the timely deposit of sufficient funds therefor with the Trustee.

Such notice shall be mailed by first class mail, in a sealed envelope, postage prepaid, at least thirty (30) but not more than sixty (60) days before the date fixed for redemption, to the Owners of such Authority Bonds (or portions thereof) so called for redemption, at their respectiveaddressesasthesameshalllastappearontheBondRegister;provided,thatneitherthe failure of an Owner to receive notice of redemption of Authority Bonds hereunder nor any error in such notice shall affect the validity of the proceedings for the redemption of Authority Bonds.

Any notice of optional redemption hereunder may be rescinded by written notice given by the Authority to the Trustee no later than three (3) Business Days prior to the date specified for redemption, instructing the Trustee to send such notice of rescission. The Trustee shall give notice of rescission of the notice of optional redemption or non-satisfaction of any conditions specified in the notice of optional redemption as soon as practicable to the same parties and in the same manner as the notice of redemption was given pursuant to this Section.

SECTION 4.07. Pavment of Authoritv Bonds. If notice of redemption has been given and not rescinded and if the conditions to such redemption specified therein, if any, have been satisfied, each as provided in Section 4.06, the Authority Bonds (or the portions thereof) called for redemption shall become irrevocably due and payable on the date fixed for redemption at the redemption price thereof, together with accrued interest to the date fixed for redemption, upon presentation and surrender of the Authority Bonds to be redeemed at the Corporate Trust Office of the Trustee specified in the notice of redemption. If there shall be called for redemption less than the full principal amount of an Authority Bond, the Authority shall execute and deliver and the Trustee shall authenticate, upon sunender of such Authority Bond, and without charge to the Owner thereof, Authority Bonds of like interest rate and maturity in an aggregate principal amount equal to the unredeemed portion of the principal amount of the Authority Bonds so surrendered in such Authorized Denominations as shall be specified by the Owner thereof.

If any Authority Bond or any portion thereof shall have been duly called for redemption and payment of the redemption price, together with unpaid interest accrued to the date fixed for redemption, shall have been made or provided for by the Authority, then interest on such Authority Bond or such portion thereof shall cease to accrue from such date, and from and after such date such Authority Bond or such portion thereof shall no longer be entitled to any lien, 4 1 43-0s 82-4803.3
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benefit or security hereunder, and the Owner thereof shall have no rights in respect of such Authority Bond or such portion except to receive payment of such redemption price and unpaid interest accrued to the date fixed for redemption.

SECTION 4.08. Purchase in Lieu of Redemption. In lieu of redemption of any Authority Bond pursuant to the provisions of Section 4.02 or Section 4.03, and after complying with Section 4.05, amounts on deposit in the Proceeds Fund, the Principal Fund or in the Redemption Fund may be used and withdrawn by the Trustee at any time prior to a notice of redemption having been delivered, upon a Written Order for the purchase of such Authority Bonds at public or private sale as and when and at such prices as the Authority may in its discretion determine, but not in excess of the lower of the highest or then current redemption price thereof plus accrued interest to the purchase date; and all Authority Bonds so purchased shall be delivered to the Trustee for cancellation.

ARTICLE V

REVENUES AND FUNDS FOR AUTHORITY BONDS
SECTION 5.01. Establishment of Funds. There is hereby established with the Trustee, and the Trustee hereby agrees to maintain, the following special trust funds for the Authority Bonds, which the Trustee shall keep separate and apart from all other funds and moneys held by it: the Revenue Fund, the Interest Fund, the Principal Fund, the Redemption Fund, the Proceeds Fund, the Local Obligations Fund and the Rebate Fund.

SECTION 5.02. Deposit of Proceeds of Authority Bonds. The net proceeds received from the sale of the Authority Bonds (in the amount of , consisting of the principal amount thereof, plus the net original issue premium of $ and less an underwriter's discount of $l ]) shall be deposited by the Trustee in the Proceeds Fund.

SECTION 5.03. Proceeds Fund. The amounts in the Proceeds Fund shall be applied forthwith by the Trustee for the purchase of the Local Obligations pursuant to the Local Obligation Purchase Contract in accordance with a Written Order of the Authority whereupon the Proceeds Fund shall be closed. If any amount shall remain in the Proceeds Fund following such purchase, such amount shall be transferred to the Revenue Fund.

SECTION 5.04. Local Qbligations Fund. All Local Obligations acquired by the Trustee pursuant to Section 5.03 shall be deposited in the Local Obligations Fund, which the Trustee shall establish and maintain.

SECTION 5.05. Revenue Fund. All Revenues received by thO Trustee, other than Revenues derived from the early redemption of Local Obligations from Special Tax Prepayments (which shall be administered in accordance with Section 5.06), shall be deposited by the Trustee in the Revenue Fund. On each Interest Payment Date and Principal Payment Date, the Trustee shall transfer Revenues (to the extent that Revenues are available therein) from the Revenue Fund, in the amounts specified in Sections 5.07 and 5.08, for deposit into the respective Funds specified therein in the order of priority herein set forth, the requirements of each Fund to be fully satisfied, leaving no deficiencies therein, prior to any deposit into any Fund later in priority. On each Interest 4143-0582-4803.3
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Payment Date and Principal Payment Date, after making the deposits required by Sections 5.07 and 5.08, the Trustee shall transfer all remaining money in the Revenue Fund to the Indenture Trustee for deposit pursuant to the Local Obligations Indenture.

SECTION 5.06. Revenues Derived from Special Tax Prepayments. The City and the Authority acknowledge that amounts received by the City on account of Special Tax Prepayments are to be utilized for the sole purpose of the prior redemption of Local Obligations pursuant to Section 4.03, and not to pay current, scheduled debt service payments on the Local Obligations.

Correspondingly, in order to maintain a proper ratio between debt service payments on the Local Obligations and debt service payments on the Authority Bonds, all Revenues received by the Trustee which are derived from the early redemption of Local Obligations from Special Tax Prepayments when received by the City shall be deposited in the Redemption Fund and used to redeem the Authority Bonds pursuant to Section 4.03, in accordance with a Written Order of the Authority delivered pursuant to Section 4.05.

SECTION 5.07. Interest Fund. The Trustee shall deposit in the Interest Fund on each Interest Payment Date from the Revenue Fund an amount of Revenues which, together with any amounts then on deposit in the Interest Fund, is equal to the interest due on the Authority Bonds due on such date. On each Interest Payment Date, the Trustee shall pay the interest due and payable on the Authority Bonds on such date from the Interest Fund.

SECTION 5.08. Principal Fund. After satisfuing the requirements of the foregoing Section 5.07 respecting deposits in the Interest Fund, the Trustee shall deposit in the Principal Fund (i) on each Principal Payment Date from the Revenue Fund an amount of Revenues which, together with any amounts then on deposit in the Principal Fund (other than amounts previously deposited on account of any Authority Bonds which have matured but which have not been presented for payment) is sufficient to pay the Principal Installments on the Authority Bonds due on such Principal Payment Date and (ii) on each September 1 on which a Minimum Sinking Fund Payment is required to be made (for deposit in the Sinking Fund Account) from the Revenue Fund an amount of Revenues which is equal to the Minimum Sinking Fund Payment due and payable on such date. On each Principal Payment Date, the Trustee shall pay the principal or redemption price due and payable on the Authority Bonds on such date from the Principal Fund.

SECTION 5.09. Redemption Fund. All money held in or transferred to the Redemption Fund pursuant to Section 5.06 shall be used for the purpose of redeeming or purchasing all or a portion of the Outstanding Authority Bonds pursuant to Section 4.03, and the Trustee shall use other moneys in the Redemption Fund for the payment of the redemption price of Authority Bonds called for redemption pursuant to Section 4.\2,together with accrued interest to the redemption date.

SECTION 5.10. Rebate Fund. The Trustee agrees to establish and maintain when needed a fund separate from any other fund established and maintained hereunder designated the Rebate Fund. The Trustee shall deposit in the Rebate Fund, from funds made available by the Authority, the Rebate Requirement, all in accordance with the Rebate Instructions received from the Authority. The Trustee will apply money held in the Rebate Fund as provided in Section 7.04 and according to instructions provided by the Authority. Subject to the provisions of Section 7.04, all money held in the Rebate Fund is hereby pledged to secure payments to the United States of 4143-0582-4803.3
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America, and the Authority and the City and the Owners will have no rights in or claim to such money. The Trustee will invest all money held in the Rebate Fund in Investment Securities as directed in writing by the Authority, such written direction to specifu which Investment Securities are to be invested in, and all investment earnings with respect thereto shall be deposited in the Rebate Fund.

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

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

Notwithstanding any other provision hereof, including in particular Article XII pertaining to defeasance, the obligationto remitthe rebate amounts to the United States of America and to comply with all other requirements of this Section and the Tax Certificate shall survive the defeasance or payment in full of the Authority Bonds.

ARTICLE VI
SECUzuTY FOR AND TMENT OF MONEY
SECTION 6.01. Security. All money required to be deposited with or paid to the Trustee in any of the Funds (other than the Rebate Fund) referred to in any provision hereof shall be held by the Trustee in trust, and except for money held for the payment or redemption of Authority Bonds or the payment of interest on Authority Bonds pursuant to Section 12.03, shall, while held by the Trustee, constitute part of the Trust Estate and shall be subject to the lien and pledge created hereby.

SECTION 6.02. Investment of Money. So long as the Authority Bonds are Outstanding and there is no default hereunder, all money on deposit to the credit of the Revenue Fund, the Interest Fund, the Principal Fund and the Redemption Fund and all accounts within such Funds shall, at the written request of an Authorized Officer of the Authority specifring and directing that such investment of such money be made, be invested by the Trustee in Investment Securities having maturities not later than the date necessary to provide the availability of money when needed for purposes hereof, and all money held in the Rebate Fund shall, at the written request of an Authorized Officer specifring and directing that such investment of such money be made, be invested by the Trustee in Government Obligations having maturities not later than the 4143-0s824803.3
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date necessary to provide the availability of money when needed for purposes hereof, and the Trustee shall be entitled to conclusively rely on such instructions for purposes of this Section. The Trustee shall noti$ the Authority in writing prior to the date money held hereunder will be available for investment, requesting that the Authority deliver to the Trustee written instructions specifuing the Investment Securities to be acquired by the Trustee with such money. The Authority, in issuing such written instructions, shall comply with the provisions of the Tax Certificate. In the absence of written instructions from the Authority regarding investment, such money shall be held uninvested. The Trustee (or any affiliate thereof) may actas principal or agent in the acquisition or disposition of any investments.

Money on deposit in the Proceeds Fund, if any, shall be invested in Investment Securities pursuant to a Written Order specifuing which Investment Securities to be invested in, and such money may not be reinvested in any other Investment Securities unless the Trustee receives, at the time of such reinvestment, a further written certification to the effect that, after such reinvestment, the Revenues will be sufficient to pay principal and interest on the Authority Bonds when due.

Notwithstanding anything to the contrary contained herein, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such Investment Security shall be credited to the Fund from which such accrued interest was paid. The Trustee shall not be responsible for any losses, taxes, fees, charges or consequences of any investment, reinvestment or liquidation of investment if it follows such instructions. Notwithstanding anything to the contrary contained herein, the Trustee shall have no obligation or responsibility to determine whether investment in a security is permitted by the laws of the State and the City's Investment Policy, for and on behalf of the Community Facilities District, and shall be entitled to conclusively assume that any investment it is directed to make is so permitted.

The securities purchased with the money in each Fund shall be deemed a part of such Fund. If at any time it shall become necessary or appropriate that some or all of the securities purchased with the money in any Fund be redeemed or sold in order to raise money necessary to comply with the provisions hereof, the Trustee shall effect such redemption or sale, employing, in the case of a sale, any commercially reasonable method of effecting the same. The Trustee shall not be liable or responsible for any consequences, fees, taxes or other charges resulting from any such investment or resulting from the redemption, sale or maturity of any such investment as authorized pursuant to this Section.

Investments in the Revenue Fund, the Interest Fund, the Principal Fund and the Redemption Fund may be commingled for pulposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in particular Funds amounts received or held by the Trustee; provided, that the Trustee shall at all times account for such investments strictly in accordance with the Funds to which they are credited and otherwise as provided herein.

All eamings on the investment of the money on deposit in any Fund shall remain a part of such Fund.
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ARTICLE VII
THE A
SECTION 7.01. Payment of Authority Bonds: No Encumbrances. The Authority shall cause the Trustee to promptly pay, from Revenues and other funds derived from the Trust Estate pledged hereunder, the interest on and principal of and redemption premium, if any, on every Authority Bond issued under and secured hereby at the place, on the dates and in the manner specified herein and in such Authority Bonds according to the true intent and meaning thereof.

The Authority shall not issue any bonds, notes or other evidences of indebtedness or incur any obligations payable from or secured by the Trust Estate, other than the Authority Bonds.

SECTION 7.02 Amendment of Lo The Authority,
the City and the Trustee (subject to Article IX hereof) shall enforce all of their rights with respect to the Local Obligations to the fullest extent necessary to preserve the rights and protect the security of the Owners hereunder.

The Authority, the City and the Trustee may, without the consent of or notice to the Owners of the Authority Bonds, consent to any amendment, change or modification of any Local Obligation that may be required (a) to conform to the provisions hereof (including any modifications or changes contained in any Supplemental Trust Agreement), (b) for the purpose of curing any ambiguity or inconsistency or formal defect or omission, (c) to add additional rights acquired in accordance with the provisions of such Local Obligation, (d) in connection with any other change therein that is not to the material prejudice of the Owners of the Authority Bonds, or (e) in the Opinion of Bond Counsel, to preserve or assure the exemption of interest on the Local Obligations or Authority Bonds from federal income taxes or the exemption of such interest from State personal income taxes.

Except for the amendments, changes or modifications provided for in the preceding paragraph, neither the Authority, the City nor the Trustee shall consent to any amendment, change or modification of any Local Obligation without the written approval or consent of the Owners of not less than a majority in aggregate principal amount of Authority Bonds at the time Outstanding given and procured as provided in this Section. If at any time the Authority and the City, as the case may be, shall request the consent of the Trustee to any such proposed amendment, change or modification of a Local Obligation, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice, prepared by the Authority, of such proposed amendment, change or modification to be mailed in the same manner as provided by Section 13.03. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file with the Trustee for inspection by all Owners.

SECTION 7.03. Further Documents. The Authority covenants that it will from time to time execute and deliver such further instruments and take such further action as may be reasonable and as may be required to carry out the purpose hereof; ploviidgd, that no such instruments or actions shall pledge the faith and credit or the taxing power of the State or any political subdivision of the State.
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SECTION 7.04. for the A
(a) The Authority and the City will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of interest on the Authority Bonds under Section 103 of the Code. The Authority and the City will not directly or indirectly use or permit the use of any proceeds of the Authority Bonds or any other funds of the Authority or take or omit to take any action that would cause the Authority Bonds to be "private activity bonds" within the meaning of Section 141(a) of the Code or obligations which are "federally guaranteed" within the meaning of Section 1a9@) of the Code. The Authority will not allow ten percent (10%) or more of the proceeds of the Authority Bonds to be used in the trade or business of any nongovemmental units and will not lend five percent (5%) or more of the proceeds of the Authority Bonds to any nongovernmental units. (b) The Authority and the City will not directly or indirectly use or permit the use of any proceeds of the Authority Bonds or any other funds of the Authority or take or omit to take any action that would cause the Authority Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. To that end, the Authority andthe City will comply with all requirements of Section 148 of the Code to the extent applicable to the Authority Bonds. In the event that at any time the Authority is of the opinion thalfor pu{poses of this Section it is necessary to restrict or to limit the yield on the investment of any money held by the Trustee hereunder, the Authority will so instruct the Trustee in writing, and the Trustee will take such actions as directed by such instructions.
(c) The Authority will pay or cause to be paid the Rebate Requirement as provided in the Tax Certificate. This covenant shall survive payment in full or defeasance of the Authority Bonds. The Authority will cause the Rebate Requirement to be deposited in the Rebate Fund as provided in the Tax Certificate (which is incorporated herein by reference). (d) The Trustee will conclusively be deemed to have complied with the provisions of this Section and the provisions of the Tax Certificate and shall incur no liability if it follows the directions of the Authority set forth in the Tax Certificate and the Rebate Instructions and shall not be required to take any actions hereunder in the absence of Rebate Instructions from the Authority. (e) Notwithstanding any provision of this Section, if the Authority shall provide to the Trustee an Opinion of Bond Counsel that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes of interest with respect to the Authority Bonds, the Trustee and the Authority and the City may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants hereunder shall be deemed to be modified to that extent.
(0 The provisions of this Section shall survive the defeasance of the Authority Bonds.

SECTION 7.05 Maintenance of Existence. The Authority shall maintain the existence, powers and authority of the Authority as a joint exercise of powers authority under the laws of the State.
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SECTION 7.06. Continuing Disclosure. The City has undertaken all responsibility for compliance with continuing disclosure requirements, and the Authority shall have no liability to the Owners of the Authority Bonds or any other person with respect to S.E.C. Rule 15c2-12.

Notwithstanding any other provision hereof, failure of the City to comply with any continuing disclosure obligation shall not be considered an Event of Default; provided, that any owners of the Authority Bonds or beneficial owner 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 continuing disclosure obligations.

SECTION 7.07. Redemption Fund for the Local Obligations. (a) The City expressly acknowledges that, pursuant to the Local Obligations Indenture, the City is to establish and maintain a separate redemption fund for the Local Obligations (the "Local Obligations Redemption Fund") and, so long as the Local Obligations remain outstanding, to deposit into such Local Obligations Redemption Fund, upon receiPt, mY and all Special Tax Revenues received by the City in connection with the Local Obligations. The City further acknowledges that no temporary loan or other use whatsoever may be made of Special Tax Revenues, and that the Local Obligations Redemption Fund constitutes a trust fund for the benefit of the owners of the Local Obligations.
(b) The City hereby covenants for the benefit of the Authority, as owner of the Local Obligations, the Trustee, as assignee ofthe Authority with respect to the Revenues, and the Owners from time to time of the Authority Bonds, that it will establish, maintain and administer the Local Obligations Redemption Fund and the Special Tax Revenues in accordance with their status as trust funds as prescribed by the Act, the Local Obligations Indenture and this Trust Agreement. (c) The City further covenants that, no later than one (1) Business Day prior to each Interest Payment Date and Principal Payment Date of the Authority Bonds, the City will advance to the Trustee against payment on the Local Obligations, as assignee of the Authority with respect to the Local Obtigations, the interest due on the Local Obligations on such Interest Payment Date and the principal of all Local Obligations maturing on such Principal Payment Date, respectively, and upon receipt by the Trustee, such amounts shall constitute Revenues. For so long as Authority Bonds remain Outstanding, the Trustee shall provide written notice to the Authority no later than fifteen (15) days prior to each Interest Payment Date specifuing the amount required to be paid to the Trustee pursuant to this subsection in the month subsequent thereto.

SECTION 7.08. Concerning the Trust Estate. The Authority hereby represents and warrants as follows:
(a) This Trust Agreement creates a valid and binding pledge of and security interest in the Trust Estate in favor of the Trustee in order to secure the payment of the interest on and principal of and redemption premiums, if any, on all Authority Bonds Outstanding hereunder, enforceable by the Trustee in accordance with the terms hereof. (b) Under the laws of the State of California, (1) such pledge of and security interest in the Trust Estate and (2) each pledge, assignment, lien, or other security interest made to secure any prior obligations of Authority which, by the terms hereof, ranks on parity with or prior to the 4t43-05824803.3
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pledge of and security interest granted hereby, are and shall be prior to any judicial lien hereafter imposed on such collateral to enforce a judgment against the Authority on a simple contract. (c) The Authority has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sale of the Trust Estate that ranks on parity with or prior to the pledge and security iriterest granted hereby, except for the pledge and security interest granted to secure the Authority Bonds. The Authority shall not hereafter make or suffer to exist any pledge or assignment of, lien on, or security interest in such collateral that ranks prior to or on parity with the pledge and security interest granted hereby, or file any financing statement describing any such pledge, assignment, lien or security interest, except as expressly permified hereby.

ARTICLE VIII

DEFAULTS AND REMEDIES
SECTION 8.01
Default" hereunder:

Events of Default. The following shall constitute "Events of (a) if payment of interest on the Authority Bonds shall not be made when due; or (b) if payment of any Principal Installment or Minimum Sinking Fund Payment shall not be made when due and payable, whether at maturity, by proceedings for redemption, or otherwise; or
(c) if the Authority or the City shall fail to observe or perform in any material way any other agreement, condition, covenant or term contained herein on its part to be observed or performed, and such failure shall continue for thirty (30) days after written notice specifuing such failure and requiring the same to be remedied shall have been given to the Authority or the City, as the case may be, by the Trustee or by the Owners of not less than fifty percent (50%) in aggregate principal amount of the Authority Bonds, provided, that if such default be such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Authority or the City within the applicable period and diligently pursued until the default is corrected; or
(d) if there is an event of default under the Local Obligations Indenture SECTION 8.02. Proceedings by Trustee: No Acceleration. Upon the happening and continuance of any Event of Default the Trustee may, or at the written request of the Owners of not less than fifty percent (50%) in aggregate principal amount of Authority Bonds Outstanding, shall (but only if indemnified to its satisfaction from any liability, expense or cost), do the following:
(a) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners, including the right to receive and collect the Revenues; (b) bring suit upon or otherwise enforce any defaulting Local Obligation; 4143-05824803.3
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(c) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners;
(d) as a matter of right, have a receiver or receivers appointed for the Trust Estate and of the earnings, income, issues, products, profits and revenues thereof pending such proceedings, with such powers as the court making such appointment shall confer; and (e) take such action with respect to any and all Local Obligations or Investment Securities as shall be necessary and appropriate, subject to Section 8.04 and to the terms of such Local Obligations or Investment Securities.

The Trustee shall have no right to declare the principal of all of the Authority Bonds then Outstanding, or the interest accrued thereon, to be due and payable immediately.

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

SECTION 8.04. Rights of Owners. Anything herein to the contrary notwithstanding, but subject to the limitations and restrictions as to the rights of the Owner contained in Sections

8.01, 8.02, and 8.05, upon the happening and continuance of any Event of Default, the Owners of not less than fifty percent (50%) in aggregate principal amount of the Authority Bonds then Outstanding shall have the right, upon providing the Trustee security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, by an instrument in writing executed and delivered to the Trustee, have the right to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder.

The Trustee may refuse to follow any direction that conflicts with law or herewith or that the Trustee determines would subject the Trustee to personal liability without adequate indemnifi cation therefor.

SECTION 8.05. Restriction on Owner's Action. In addition to the other restrictions on the rights of Owners to request action upon the occuffence of an Event of Default and to enforce remedies set forth in this Article, no Owner shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of any trust hereunder, or any other remedy hereunder or in the Authority Bonds, unless such Owner previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided and unless the Owners of not less than fifty percent (50%) in aggregate principal amount of the Authority Bonds then Outstanding shall have made written request of the Trustee to institute any such suit, action, proceeding or other remedy, after the right to exercise such powers or rights of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted herein, or to institute such action, suit or proceeding in its or their name; nor unless there also shall have been offered to the Trustee security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and 4 143-0582-4803.3
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the Trustee shall not have complied with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case to be conditions precedent to the execution of the trusts hereof or for any other remedy hereunder, it being understood and intended that no one or more Owners of Authority Bonds secured hereby shall have any right in any manner whatever by his, her or their action to affect, disturb or prejudice the security hereof, or to enforce any rights hereunder or under the Authority Bonds, except in the manner provided herein, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided herein, and for the equal benefit of all Owners of Outstanding Authority Bonds; subject, however, to the provisions of this Section. Notwithstanding the foregoing provisions of this Section or any other provision hereof, the obligation of the Authority shall be absolute and unconditional to pay, but solely from the Trust Estate, the interest on and principal of and redemption premiums, if any, on the Authority Bonds to the respective Owners thereof at the respective due dates thereof, and nothing herein shall affect or impair the right of action, which is absolute and unconditional, of such Owners to enforce such payment.

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

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

SECTION 8.08. Waiver of Events of Default Effect of Waiver. Upon the written request of the Owners of at least a majority in aggregate principal amount of all Outstanding Authority Bonds, the Trustee shall waive any Event of Default hereunder and its consequences. If any Event of Default shall have been waived as herein provided, the Trustee shall promptly give written notice of such waiver to the Authority and the City and shall give notice thereof by first class mail, postage prepaid, to all Owners of Outstanding Authority Bonds if such Owners had not previously been given notice of such Event of Defaul! but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default, or impair any right or remedy consequent thereon.

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

SECTION 8.09. Application of Money upon Event of Default. Any money received by the Trustee pursuant to this Article shall, after payment of all fees and expenses of the Trustee, and the fees and expenses of its counsel incurred in representing the Owners, be applied as follows:
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(a)
payable,
unless the principal of all of the Outstanding Authority Bonds shall be due and FIRST - To the payment of the Owners entitled thereto of all installments of interest then due on the Authority Bonds, in the order of the maturity of the installments of such interest, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege ;
SECOND - To the payment of the Owners entitled thereto of the unpaid principal of and redemption premiums, if any, on any of the Authority Bonds which shall have become due (other than Authority Bonds matured or called for redemption for the payment of which money is held pursuant to the provisions hereof) in the order of their due dates, and if the amount available shall not be sufficient to pay in full the principal of and redemption premiums, if any, on such Authority Bonds due on any particular date, then to the payment ratably, according to the amount due on such date, to the Owners entitled thereto without any discrimination or privilege; and
THIRD - To be held for the payment to the Owners entitled thereto as the same shall become due of the interest on and principal of and redemption premiums, if any, on the Authority Bonds which may thereafter become due, either at maturity or upon call for redemption prior to maturity, and if the amount available shall not be sufficient to pay in full such interest and principal and redemption premiums, if any, due on any particular date,payment shall be made in accordance with the FIRST and SECOND paragraphs hereof.
(b) if the principal of all of the Outstanding Authority Bonds shall be due and payable, to the payment of the interest on and principal of and redemption premiums, if any, due on all Outstanding Authority Bonds without preference or priority of or of any interest on any Outstanding Authority Bond over any other Outstanding Authority Bond, any principal of or the redemption premium, if any, on any Outstanding Authority Bond or of any other Outstanding Authority Bond, rutably, according to the amounts due respectively for interest and principal and redemption premiums, if any, to the Owners entitled thereto without any discrimination or preference except as to any difference in the respective amounts of interest specified in the Outstanding Authority Bonds.

ARTICLE IX

THE TRUSTEE
SECTION 9.01 Aooointment and Acceotance of Duties. The Trustee hereby accepts and agrees to the trusts hereby created to all of which the Authority agrees and the respective Owners of the Authority Bonds, by purchase and acceptance thereof, agrees. 4143-0582-4803.3
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SECTION 9.02. Duties. Immunities and Liability of Trustee. The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth herein, and no implied duties or obligations shall be read herein against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it hereby and use the same degree of care and skill in their exercise as a prudent person would exercise under the circumstances in the conduct of his or her own affairs.

In the absence of an Event of Default, the Authority may remove the Trustee. The Authority shall remove the Trustee if (A) it receives an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Authority Bonds then Outstanding (or their attomeys duly authorized in writing) or (B) at any time the Trustee shall cease to be eligible in accordance with this Section, or (C) the Trustee shall become incapable of acting, or (D) the Trustee shall commence a case under any bankruptcy, insolvency or similar law, or (E) a receiver of the Trustee or of its property shall be appointed, or (F) any public officer shall take control or charge of the Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidation. To effect any such removal, the Authority shall give written notice thereof to the Trustee, and thereupon the Authority (with the conculrence of the City) shall promptly appoint a successor Trustee by an instrument in writing.

The Trustee may, subject to the next following paragraph of this Section, resign by giving written notice of such resignation by mail, first class postage prepaid, to the Authority, the City and the Owners at the respective addresses listed in the Bond Register. Upon receiving such notice of resignation, the Authority (with the concuffence of the City) shall promptly appoint, by an instrument in writing, a successor Trustee.

Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of the successor Trustee by the Authority and the City and acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and shall have accepted appointment within thirty (30) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of himself and all other Owners) may petition, at the expense of the Authority, petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Trust Agreement shall signi$ its acceptance of such appointment by executing and delivering to the Authority and the City and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any fuithet act, deed or conveyance, shall become vested with all the money, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if it were originally named Trustee herein; but, nevertheless, at the written request of the Authority or the City or the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it hereunder and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority and the City shall execute and deliver any and all instruments as may be reasonably required for more fully and 4143-0582-4803.3
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11/08/2022 Item No.12.
certainly vesting in and confirming to such successor Trustee all such money, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, such successor Trustee shall mail a notice of the succession of such successor Trustee to the trusts hereunder by first class mail, postage prepaid, to the Owners at their respective addresses listed in the Bond Register.

Any successor Trustee appointed under the provisions of this Section shall be a trust company or bank having the powers of a trust company, having a designated corporate trust office in California, and with a combined capital and surplus of at least one hundred million dollars ($100,000,000) and being subject to supervision or examination by federal or state authority; and if such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection, the Trustee shall resign promptly in the manner and with the effect specified in this Section.

No provision herein shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder unless the Owners shall have offered to the Trustee indemnity it deems reasonable, against the costs, expenses and liabilities that may be incurred. The Trustee shall be entitled to interest on all money advanced by it hereunder at its prime rate then in effect plus two percent (2%), but not to exceed the maximum interest rate permitted by the laws of the State.

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

The Trustee makes no representation or warranty, express or implied, as to the compliance with legal requirements of the use contemplated by the Authority or the City of the funds hereunder including, without limitation, the purchase of the Local Obligations hereunder; pleviidgd, that the Trustee shall not acquire Local Obligations other than pursuant to the provisions of Sections 5.03 and 5.04.

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

The Trustee shall not be responsible for the validity or effectiveness or value of any collateral or security securing any Local Obligation. The Trustee shall not be responsible for the recording or filing of any document relating hereto or any Local Obligation or of financing statements (or amendments or continuation statements in connection therewith) or mortgage or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests or lien on or in any collateral or security securing any Local 4143-05824803.3
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Obligation. The Trustee shall not be deemed to have made representations as to the security afforded thereby or as to the validity or sufficiency of any such document, collateral or security.

The Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless and until a Responsible Officer of the Trustee shall have actual knowledge thereof at its Corporate Trust Office.

The Trustee shall not be accountable for the use or application by the Authority or the City or any other party of any funds which the Trustee has released hereunder.

The Trustee shall provide a monthly accounting of all funds held pursuant hereto to the Authority within fifteen (15) Business Days after the end of such month and shall provide statements of account for each annual period beginning July I and ending June 30, within ninety (90) days after the end of such period. Such accounting shall show in reasonable detail all financial transactions during the accounting period and the balance in any accounts and funds (including the Local Obligations Fund) created hereunder as of the beginning and the close of such accounting period.

The Trustee shall furnish the Authority periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the Authority. Upon the Authority's election, such statements will be delivered via the Trustee's online service and upon electing such service, paper statements will be provided only upon request. The Authority waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The Authority further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request andatno additional cost and other trade confirmations may be obtained from the applicable broker.

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

SECTION 9.04. Compensation and Indemnification. The Authority shall pay or cause the City to pay the Trustee such compensation, as shall be agreed in writing, for its services rendered hereunder and reimburse the Trustee for reasonable expenses, disbursements and advances, including attorneys' fees and expenses, incurred by the Trustee in the performance of its obligations hereunder and with respect to the Local Obligations.

The Authority agrees, to the extent permitted by law, to indemnify the Trustee and its officers, directors, employees, attorneys and agents for, and to hold it harmless against, any loss, liability, claim or expense incurred without negligence or willful misconduct on its part arising out of or in connection with (i) the acceptance or administration of the trusts imposed hereby, including performance of its duties hereunder, including the costs and expenses of 4143-0s82-4803.3
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defending itself against any claims (whether asserted by the City or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder (including this Section 9.04), (ii) the projects to be financed with the purchase of the Local Obligations; (iii) the sale of any Authority Bonds or the purchase of the Local Obligations and the carrying out of any of the transactions contemplated by the Authority Bonds or the Local Obligations; or (iv) any untrue statement of any material fact or omission to state a mateial fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any offrcial statement or other disclosure document utilized by the Authority or the City in connection with the sale of the Authority Bonds or the Local Obligations. The Authority's obligations hereunder with respect to indemnity of the Trustee and the provision for its compensation set forth in this Article shall survive and remain valid and binding notwithstanding the maturity and payment of the Authority Bonds or the resignation or removal of the Trustee.

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

The Trustee shall not be responsible for determining or investigating whether any Local Obligation purchased pursuant to Section 5.03 is a Local Obligation, as defined herein, and the Trustee may conclusively rely on the Authority's determination and direction in this regard; ployidgd, that the Trustee shall not acquire the Local Obligations other than pursuant to the provisions of Section 5.03. The Trustee shall be entitled to rely conclusively on the covenants, representations and warranties of each obligor on any Local Obligation and in the documents and certificates delivered in connection therewith and each Written Order.

SECTION 9.05. Liability of Trustee. The recitals of facts herein and in the Authority Bonds contained shall be taken as statements of the Authority or the City, and the Trustee does not assume any responsibility for the correctness of the same, and does not make any representations as to the validity or sufficiency hereof or of the Authority Bonds, and shall not incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Authority Bonds assigned to or imposed upon it; provided, that the Trustee shall be responsible for its representations contained in its certificate of authentication on the Authority Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. The Trustee (in its individual or any other capacity) may become the Owner of Authority Bonds with the same rights it would have if it were not Trustee hereunder, and, to the extent permitted by law, may act as depositary for and permit any of its officers, directors and employees to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Authority Bonds then Outstanding. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in principal amount of the Outstanding Authority Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee hereunder. Whether or not therein expressly so provided, every provision hereof 4t43-0582-4803.3
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or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article.

SECTION 9.06. Risht to Relv on Documents; verse Effect Determinations. The Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any notice, resolution, requisition, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel of its selection, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.

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

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

SECTION 9.07. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions hereof shall be retained in its possession in accordance with its record retention policies and shall be subject at all reasonable times upon prior written notice to the inspection of the Authority, the Owners of not less than a majority of the aggregate principal amount of the Outstanding Authority Bonds, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions.

SECTION 9.08. Indemnitv for Trustee. Before taking any action or exercising any rights or powers hereunder, the Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of any and all costs, claims and expenses which it may incur and to indemniff it against any and all liability, except liability which may result from its negligence or willful misconduct, by reason of any action so taken.

ARTICLE X

EXECUTION OF INSTRUMENTS BY OWNERS AND

PROOF OF OWNERSHIP OF AUTHORITY BONDS
SECTION 10.01. Execution of Instruments: Proof of Ownership. Any request, direction, consent or other instrument in writing required or permitted hereby to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor by different 4143-05824803.3
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parties and may be signed or executed by such Owners in person or by agent appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of Authority Bonds shall be sufficient for any purpose hereof and shall be conclusive in favor of the Trustee with regard to any action taken, suffered or omitted by either of them under such instrument if made in the following manner:
(a) The fact and date of the execution by any Person of any such instrument may be proved by the certificate of any offrcer in any jurisdiction who, by the laws thereof, has power to take acknowledgments within such jurisdiction, to the effect that the Person signing such instrument acknowledged before him or her the execution thereof, or by an affidavit of a witness to such execution.
(b) The fact of the ownership of Authority Bonds hereunder by atty Owner and the serial numbers of such Authority Bonds and the date of his ownership of the same shall be proved by the Bond Register.

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

ARTICLE XI

TRUST AG
SECTION 11.01. Supplemental Trust Aqreements with Consent of Owners. Any modification or alteration hereof or of the rights and obligations of the Authority, the City or the Owners may be made with the consent of the Owners of not less than a majority in aggregate principal amount of the Authority Bonds then Outstanding; provided, that no such modification or alteration shall be made which will reduce the percentage of aggregate principal amount of Authority Bonds the consent of the Owners of which is required for any such modification or alteration or permit the creation by the Authority or the City of any lien prior to or on parity with the lien hereof upon the Trust Estate or which will affect the times, amounts and currency of payment of the interest on or principal of or redemption premiums, if any, on the Authority Bonds or affect the rights, duties or obligations of the Trustee without the consent of the party affected thereby.

SECTION 11.02. Supplemental Trust Agreements Without Consent of Owners. The Authority and the City may, without the consent of the Owners, enter into a Supplemental Trust Agreement or Supplemental Trust Agreements, which thereafter shall form a part of this Trust Agreement, for any one or more of the following purposes:
(a) to add to the agreements and covenants of the Authority or the City contained herein other agreements and covenants thereafter to be observed, or to surrender any right or power herein reserved to or conferred upon the Authority or the City; provided, that no such agreement, covenant or surrender shall materially adversely affect the rights of any Owner; 4143-0582-4803.3
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(b) to cure any ambiguity, to supply any omission or to cure, colrect or supplement any defect or inconsistent provisions contained herein or in any Supplemental Trust Agreement; (c) to make any change which does not materially adversely affect the rights of any Owner;
(d) to grant to the Trustee for the benefit of the Owners additional rights, remedies, powers or authority;
(e) to subject hereto additional collateral or to add other agreements of the Authority or the City;
(0 to modiff this Trust Agreement or the Authority Bonds to permit qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar statute at the time in effect, or to permit the qualification of the Authority Bonds for sale under the securities laws of any state of the United States of America;
(g) to make any amendments or supplements necessary or appropriate to preserve or protect the exclusion from gross income for federal income tax purposes under the Code of the interest on the Authority Bonds or the exemption of interest on the Authority Bonds from State personal income taxes; or
(h) to evidence the succession ofa successor Trustee.

For all purposes of this Section, the Trustee shall be entitled to conclusively rely upon and shall be fully protected in relying upon an Opinion of Bond Counsel with respect to the extent, if any, to which any action affects the rights hereunder of any Owner.

SECTION 11.03. Trustee Authorized to Enter into Supplemental Trust Asreemefts.

The Trustee is hereby authorized to enter into any Supplemental Trust Agreement with the Authority and the City authorized or permitted by the terms hereof, and to make the further agreements and stipulations which may be therein contained, and for all purposes of this Section the Trustee shall be entitled to conclusively rely upon and shall be fully protected in relying upon an Opinion of Bond Counsel, to the effect that such Supplemental Trust Agreement is authorized or permitted by the provisions hereof.

ARTICLE XII

DEFEASANCE
SECTION 12.01. Defeasance. If and when the Authority Bonds secured hereby shall become due and payable in accordance with their terms or through redemption proceedings as provided herein, or otherwise, and the whole amount of the interest on and principal of redemption premiums, if any, so due and payable upon all of the Authority Bonds shall have been paid, or provision shall have been made for the payment of the same, together with all other sums payable hereunder by the Authority, including all fees and expenses of the Trustee, then and in that case, this Trust Agreement and the lien created hereby shall be completely discharged and satisfied and the Authority and the City shall be released from the respective agreements, conditions, covenants 4143-0582-4803.' " Page 213
11/08/2022 Item No.12.
and terms of the Authority and the City contained herein, and the Trustee shall assign and transfer all property (in excess of the amounts required for the foregoing) then held by the Trustee free and clear of any encumbrances as provided in Section 12.04 and shall execute such documents as may be reasonably required by the Authority or the City in this regard.

Notwithstanding the satisfaction and discharge hereof, those provisions of this Trust Agreement relating to the maturity of the Authority Bonds, interest payments and dates thereof, exchange and transfer of Authority Bonds, replacement of mutilated, destroyed, lost or stolen Authority Bonds, the safekeeping and cancellation of Authority Bonds, nonpresentment of Authority Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owner, and the Trustee shall, subject to Section 13.06, continue to be obligated to hold in trust any money or investments then held by the Trustee for the payment of the interest on and principal of and redemption premiums, if any, on the Authority Bonds, to pay to the Owner of Authority Bonds the funds so held by the Trustee as and when such payments become due, and those provisions hereof contained in Section 9.04 relating to the compensation and indemnification of the Trustee and in Section 7.04 rclating to the tax covenants of the Authority and the City shall remain in effect and shall be binding upon the Trustee, the Authority and the City.

SECTION 12.02, Deemed to If any money shall
have been set aside and held by the Trustee for the payment or redemption of any Authority Bonds and the interest installments therefor at the maturity thereof or date fixed for redemption, such Authority Bonds shall be deemed to be paid within the meaning and with the effect provided in Section 12.01. Any Outstanding Bond shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in Section 12.01 if (a) in case any Authority Bonds are to be redeemed on any date prior to their maturity, the Authority shall have given to the Trustee irrevocable instructions to mail notice of redemption of such Authority Bonds on such redemption date, such notice to be given in accordance with the provisions of Article IV, (b) there shall have been deposited with the Trustee in escrow either (i) money in an amount which shall be sufficient to pay when due the interest on and principal of and redemption premiums, if any, due and to become due on such Authority Bonds on and prior to the date scheduled for redemption or maturity date thereof, as the case may be, or (ii) noncallable Government Obligations the principal of and the interest on which when due, and without any reinvestment thereof, will provide money which, together with the money, if any, deposited with or held by the Trustee at the same time, shall be sufficient (as verified by a report of a nationally recognized independent certified public accountant) to pay when due the interest on and principal of and redemption premiums, if any, due and to become due on such Authority Bonds on and prior to the date fixed for redemption or maturity date thereof, as the case may be, and (c) in the event any of such Authority Bonds are not to be redeemed within the next succeeding sixty (60) days, the Authority shall have given the Trustee irrevocable instructions to mail, as soon as practicable in the same manner as a notice of redemption is mailed pursuant to Article IV, a notice to the Owners of such Authority Bonds that the deposit required bV (b) above has been made with the Trustee and that such Authority Bonds are deemed to have been paid in accordance with this Section and stating the maturity dates or redemption dates upon which money is to be available for the payment of the interest on and principal of and redemption premiums, if any, on such Authority Bonds. Neither the securities nor money deposited with the Trustee pursuant to this Section nor interest or principal payments on any such securities shall be withdrawn or used for 4143-0s82-4803.,
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any purpose other than, and shall be held in trust for, the payment of the interest on and principal of and redemption premiums, if any, on such Authority Bonds; provided, that any cash received from such interest or principal or interest payments on such obligations deposited with the Trustee, if not then needed for such pu{pose, shall, to the extent practicable and at the written direction of the Authority, be reinvested in Government Obligations, such written direction to speci$ which Government Obligations are to be invested in, maturing at times and in amounts, together with the other money and payments with respect to Government Obligations then held by the Trustee pursuant to this Section, sufficient to pay when due the interest on and principal of and redemption premiums, if any, to become due on such Authority Bonds on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall, upon receipt by the Trustee of a Written Order so directing, be paid over to the Authority as received by the Trustee free and clear of any trust, lien or pledge.

SECTION 12.03. Money Held for Particular Authoritv Bonds. Except as otherwise provided in Section 12.02 or 13.06, the amounts held by the Trustee for the payment of the interest on or principal of the redemption premiums, if arry, or the interest due on any date with respect to particular Authority Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it solely for the Owners entitled thereto.

SECTION 12.04. Effect of Defeasance of Authority Bonds. Notwithstanding any other provision hereof in the event that the Authority Bonds are defeased and the obligations hereunder are discharged pursuant to this Article, the Trustee shall transfer all property and money held by the Trustee (including, without limitation, the Local Obligations), to or upon the written order of the Authority.

ARTICLE XIII

MISCELLANEOUS
SECTION 13.01. Dissolution of Authority. In the event of the dissolution of the Authority, all the agreements, conditions, covenants and terms contained herein by or on behalf of, or for the benefit of, the Authority shall bind or inure to the benefit of the successors of the Authority from time to time and any offrcer, board, commission, agency or instrumentality to whom or to which any power or duty of the Authority shall be transferred.

SECTION 13.02. Parties Interested Herein. Except as otherwise specifically provided herein, nothing contained herein, expressed or implied, is intended or shall be construed to confer upon any Person other than the Authority, the City, the Trustee and the Owners any right, remedy or claim under or by reason hereof, this Trust Agreement being intended to be for the sole and exclusive benefit of the Authority, the City, the Trustee and the Owners.

SECTION 13.03. Notice. All written notices to be given hereunder to the Authority or the City or the Trustee shall be given by mail or electronic means to the party entitled thereto at its address set forth below, or at such other address as such pafi may provide to the other parties in writing from time to time, namely:

Folsom Ranch Financing Authority
50 Natoma Street
4 1 43-0s 82-4803.3
If to the Authority:
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If to the City:

If to the
Trustee:

Folsom, CA 95630
Attention: Treasurer
Fax: 916-985-0870
Email : fi nancetreasury@folsom. ca.us
City of Folsom
50 Natoma Street
Folsom, CA 95630
Attention: Finance Director
Fax: 916-985-0870
Email : financetreasury @folsom. ca.us
U.S. Bank Trust Company, National Association
One California Street, Suite 1000
San Francisco, CA 94IlI
Attention: Global Corporate Trust
Fax: 415-677-3769
Email : karen. [email protected]
Each such notice, statement, demand, consent, approval, avthorization, offer, designation, request or other communication hereunder shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, @) if given by electronic communication, upon the sender's receipt of an appropriate answer back or other written acknowledgment or confirmation of receipt of the entire notice, approval, demand, report or other communication, (c) if given by first class mail deposited with the United States mail postage prepaid, seventy-two (72) hours after such notice is deposited with the United States mail, (d) if given by overnight courier, with courier charges prepaid, twenty-four Q$ hours after delivery to said overnight courier, or (e) if given by any other means, upon delivery at the address specified in this Section.

In case, by reason of the suspension of or irregularities in regular mail service, it shall be impractical to mail to the Owners notice of any event when such notice is required to be given pursuant to any provision hereof, then any manner of giving such notice as the Authority shall direct and not objected to by the Trustee shall be deemed to be a sufficient giving of such notice.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Trust Agreement and delivered using Electronic Means ("Electronic Means" shall mean the following communications methods: e- mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority shall provide to the Trustee an incumbency certificate listing officers with the Authority to provide such Instructions and containing specimen signatures of such officers, which incumbency certificate shall be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its reasonable judgment elects to act upon such Instructions, 4t43-0582-4803.3
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the Trustee's understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall be entitled to conclusively presume without liability that directions that purport to have been sent by an officer listed on the incumbency certificate provided to the Trustee have been sent by such officer. The Authority shall be responsible for ensuring that only officers transmit such Instructions to the Trustee and that the Authority and all officers are solely responsible to safeguard the use and confidentiality of applicable user and authorizatron codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee shall not be liable for any losses, costs claims, or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notifu the Trustee in writing immediately upon learning of any compromise or unauthonzed use of the security procedures.

SECTION 13.04. Holida)'s. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided herein, shall not be a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Trust Agreement, and no interest shall accrue for the period from and after such nominal date.

SECTION 13.05. Limitation of Liability. The Authority shall not be obligated to make any payments required hereunder or under any Bond, or be deemed to incur any liability hereunder or by reason hereof or arising out of any of the transactions contemplated hereby, payable from any funds or assets other than the Trust Estate as provided herein.

SECTION 13.06. Unclaimed Money. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest on or principal of or redemption premiums, if any, on any Bond which remains unclaimed for two (2) years after the date when such amounts have become payable, if such money was held by the Trustee on such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date such amounts have become payable, shall be paid by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Authority for the payment of such amounts; pleviidgd, that before being required to make any such payment to the Authority, the Trustee shall, at the expense and written direction of the Authority, give notice by first class mail to the Owners that such money remains unclaimed and that after a date named in such notice, which date shall not be less than sixty (60) days after the date of giving such notice, the balance of such money then unclaimed will be retumed to the Authority. 4143-0582-4803.3
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SECTION 13.07. Governing Law. This Trust Agreement shall be governed as to validity, construction and performance by the laws of the State.

SECTION 13.08. Severability of Invalid Provisions. If any clause, provision or section hereof is held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof, and this Trust Agreement shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained herein.

SECTION 13.09. Counterparts and Electronic Execution. This Trust Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but all of which such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Trust Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Trust Agreement as to the parties hereto and may be used in lieu of the original Trust Agreement and signature pages for all pu{poses. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Trust Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by aparty with the intent to sign such record, including facsimile or email electronic signatures.

SECTION 13.10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemics, epidemics, quarantine restrictions, recognized public emergencies, civil or military disturbances, nuclear or natural catastrophes or acts of God, and intemrptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION13.11. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verifi' and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Trust Agreement agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfu the requirements of the U.S.A. Patriot Act.

IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4 143-05 82-4803.3
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11/08/2022 Item No.12.

IN WITNESS WHEREOF, the Authority has caused this Trust Agreement to be executed by the Treasurer, the City has caused this Trust Agreement to be executed in its name by the Finance Director of the City of Folsom, and the Trustee has caused this Trust Agreement to be executed by its authorized signatory, all as of the day and year f,rrst above written.

FOLSOM RANCH FINANCING AUTHORITY
By
Treasurer

CITY OF FOLSOM
By
Finance Director of the City of Folsom
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By
Authorized Signatory
4143-0582-4803.3
Signature Page to Trust Agreement

11/08/2022 Item No.12.

EXHIBIT A

FORM OF AUTHORITY BONDS

LINITED STATES OF AMERICA

STATE OF CALIFORNIA
Unless this Authority Bond (as hereinafter defined) is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trustee for registration of transfer, exchange, or payment, and any Authority Bond issued is registered in the rurme of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

FOLSOM RANCH FINANCING AUTHORITY

CITY OF FOLSOM COMMTINITY FACILITIES DISTRICT
NO. 20 (RUSSELL RANCH) SPECIAL TAX REVENUE BOND, SERIES 2022 No. R- $

INTEREST
RATE

MATURITY
DATE
DATED

DATE CUSIP
% September 1,201 I December L1,2022 344414
Registered Owner: CEDE & CO
Principal Sum DOLLARS
The Folsom Ranch Financing Authority, a joint exercise of powers agency established pursuant to the laws of the State of Califomia (the "Authority"), for value received hereby promises to pay to the registered owner specified above, or registered assigns, on the maturity date set forth above (subject to any right of prior redemption hereinafter mentioned) the principal sum set forth above and to pay interest thereon at the interest rate per annum set forth above. The interest on this Authority Bond will be calculated on the basis of a 360-day year consisting of twelve (12) 30-day calendar months and will be payable on March 1 and September 1 in each year (each an "Interest Payment Date"), commencing on [Marchl,2023l, and is payable by check, mailed by first class mail, on each Interest Payment Date to the registered owner whose name appears on the bond register maintained by the Corporate Trust Office (as defined in the 4 1 43-0s 82-4803.3
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11/08/2022 Item No.12.

Trust Agreement hereinafter referred to) of U.S. Bank Trust Company, National Association (together with any successor as Trustee under the Trust Agreement hereinafter mentioned, the "Trustee") as of the close of business on the fifteenth (15th) day of the month preceding such Interest Payment Date (the "Record Date"), except with respect to defaulted interest for which a special record date will be established; provided, that in the case of a registered owner of one million dollars ($1,000,000) or more in aggregate principal amount of Authority Bonds, upon written request of such registered owner to the Trustee received not later than the Record Date, such interest shall be paid on the Interest Payment Date in immediately available funds by wire transfer to an account in a bank or trust company or savings bank that is a member of the Federal Reserve System and that is located in the continental United States of America. The principal hereof and the redemption premium hereon, if any, are payable upon presentation and surrender hereof at the Corporate Trust Office of the Trustee. Both the interest on and principal of and redemption premium, if any, hereon are payable in lawful money of the United States of America.

All capitalized terms used herein but not otherwise defined shall have the meanings contained in the hereinafter mentioned Trust Agreement.

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

This Authority Bond is one of a duly authorized issue of bonds of the Authority designated as the "Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022" (the "Authority Bonds") issued in the aggregate principal amount of [PAR IN WORDS] dollars ($[PAR]) pursuant to the provisions relating to the joint exercise of powers found in Chapter 5 of Division 7 of Title 1 of the California Government Code, including the Marks-Roos Local Bond Pooling Act of 1985 (being California Government Code Sections 6584-6594) as amended and supplemented (the "Act"), and pursuant to a trust agreement executed and entered into as of December I,2022,by and among the Authority, the City of Folsom (the "City") and the Trustee (the "Trust Agreement").

The Authority Bonds are issued for the purpose of purchasing Local Obligations, and reference is hereby made to the Trust Agreement (a copy of which is on file at the Corporate Trust Office of the Trustee) and all trust agreements supplemental thereto and to the Act for a description of the purposes thereof, of the rights thereunder of the registered owner, of the nature and extent of the security for the Authority Bonds and of the rights, duties and immunities of the Trustee, of the obligations of the Crty,and of the rights and obligations of the Authority thereunder, to all the provisions of which Trust Agreement the registered owner of this Authority Bond, by acceptance hereof, assents and agrees.

The Authority Bonds and the interest thereon and any redemption premiums thereon are special, limited obligations of the Authority payable solely from the Trust Estate and are secured by the Trust Estate, including amounts held in the accounts and funds (other than the Rebate Fund) established pursuant to the Trust Agreement (including proceeds of the sale of the Authority Bonds), subject only to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth in the Trust Agreement. No member or officer of the Authority, nor any person executing this Authority Bond, shall in any 4143-0s82-4803 3
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11/08/2022 Item No.12.
event be subject to any personal liability or accountability by reason of the issuance of this Authority Bond.

THE AUTHORITY BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF

THE AUTHORITY, PAYABLE FROM, AND SECURED AS TO THE PAYMENT OF THE

PRINCIPAL OF AND ANY REDEMPTION PREMIUMS ON OR INTEREST ON THE

AUTHORITY BONDS IN ACCORDANCE WITH THEIR TERMS AND THE TERMS OF THE TRUST AGREEMENT, SOLELY FROM THE TRUST ESTATE. THE AUTHORITY BONDS

DO NOT CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF THE

AUTHORITY OR ITS MEMBERS, AND UNDER NO CIRCUMSTANCES SHALL THE

AUTHORITY BE OBLIGATED TO PAY PRINCIPAL OF OR ANY REDEMPTION

PREMIUMS ON OR INTEREST ON THE AUTHORITY BONDS EXCEPT FROM THE TRUST ESTATE. NONE OF THE COMMI.INITY FACILITIES DISTRICT, THE CITY, THE

STATE OF CALIFORNIA NOR ANY PUBLIC AGENCY (OTHER THAN THE AUTHORITY)

NORANY MEMBER OF THE COMMUNITY FACILITIES DISTRICT OR THE AUTHORITY

IS OBLIGATED TO PAY THE PRINCIPAL OF OR ANY REDEMPTION PREMIUMS ON OR

INTEREST ON THE AUTHORITY BONDS, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COMMUNITY FACILITIES DISTzuCT, THE CITY, THE

STATE OF CALIFORNIA OR ANY PUBLIC AGENCY THEREOF OR ANY MEMBER OF

THE AUTHORITY (INCLUDING THE CITY) OR THE COMMLINITY FACILITIES

DISTRICT IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR ANY

REDEMPTION PREMIUMS ON OR INTEREST ON THE AUTHORITY BONDS, AND

NEITHER THE PRINCIPAL OF OR ANY REDEMPTION PREMIUMS ON OR INTEREST

ON THE AUTHORITY BONDS CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF

THE COMMUNITY FACILITIES DISTRICT, THE CITY, THE STATE OF CALIFORNIA OR ANY PUBLIC AGENCY (OTHER THAN THE AUTHOzuTY) OR ANY MEMBER OF THE AUTHORITY.

The Authority Bonds are subject to optional redemption by the Authority prior to their respective maturity dates as a whole or in part on any date on or after September 1,201_], from any source of available funds other than Minimum Sinking Fund Payments and Special Tax Prepayments, upon mailed notice as hereinafter provided, at the following redemption prices (computed upon the principal amount of the Authority Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on any date on or after September I, 201_'l through August 31, 20ll;
102% if redeemed on any date from September 1,201 l through August 3I,20ll;
I0I% if redeemed on any date from September l, 20[ ] through August 31,20[__]; and
I00% if redeemed on September 1,20L_l and any date thereafter 4143-0582-4803.3
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11/08/2022 Item No.12.

The Authority Bonds are subject to extraordinary redemption by the Authority prior to their respective maturity dates, as a whole or in part on any Interest Payment Date on or after [March I,20231, solely from funds derived from extraordinary redemption of Local Obligations from Special Tax Prepayments, at the following redemption prices (computed upon the principal amount of the Authority Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on any Interest Payment Date on or after September l,20f.l through March l,20ll;
I02% if redeemed on an Interest Payment Date on September 1, 20L_l and March 1,201--l;
I01% if redeemed on an Interest Payment Date on September 1, 20Ll and March l,20[_]; and
I00% if redeemed on September I,201 ] and any Interest Payment Date thereafter.

The Authority Bonds maturing on September 1,20[ ], are subject to mandatory redemption by the Authority prior to their stated maturity date in part on September 1 of each year on and after September 1, 201--1, to and including September 1,20[_], and the Authority Bonds maturing on September 1, 201 1, are subject to mandatory redemption by the Authority prior to their stated maturity date in part on September 1 of each year on and after September 1,201 f,to and including September 1,201 ], upon mailed notice as hereinafter provided, from (and in the amount ofl the Minimum Sinking Fund Payment due and payable for the Authority Bonds on each such date, at a redemption price equal to the principal amount thereof plus accrued interest thereon to the date of redemption, without premium.

Notice of redemption of any Authority Bonds shall be mailed by first class mail, in a sealed envelope, postage prepaid, at least thirty (30) but not more than sixty (60) days before the date fixed for redemption, to the registered owners of such Authority Bonds (or portions thereof) so called for redemption, at their respective addresses as the same shall last appear on the Bond Register maintained by the Trustee; pleyiidgd, that neither the failure of a registered owner to receive notice of redemption of Authority Bonds nor any error in such notice shall affect the validity of the proceedings for the redemption of Authority Bonds.

Any notice of optional redemption under the Trust Agreement may be rescinded by written notice given by the Authority to the Trustee no later than three (3) Business Days prior to the date specified for redemption. The Trustee shall give notice of rescission of the notice of optional redemption or non-satisfaction of any conditions specified in the notice of optional redemption as soon as practicable to the same parties and in the same manner as the notice of redemption was given.

The Authority Bonds are issuable as fully registered bonds in denominations of five thousand dollars ($5,000) or any integral multiple in excess thereof. This Authority Bond may be transferred or exchanged by the registered owner hereof, in person or by an attorney duly authorized in writing, but only in the manner, subject to the limitations and upon payment of the 4143-o5,z-4s03.3
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11/08/2022 Item No.12.
charges, if any, provided in the Trust Agreement, and upon surrender and cancellation of this Authority Bond. Upon such transfer or exchange, a new Authority Bond or Authority Bonds, of authorized denominations, for the same aggregate principal amount, interest rate and maturity will be issued to the transferee in accordance with the provisions of the Trust Agreement. The Trustee is not required to register the transfer of, or to exchang€, ffiy Authority Bond during the period established by the Trustee for selection of Authority Bonds for redemption or to register the transfer of, or to exchange, any Authority Bond which has been selected for redemption pursuant to the Trust Agreement.

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

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

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

This Authority Bond shall not be entitled to any benefit under the Trust Agreement, or become valid or obligatory for any pu{pose, until the certificate of authentication hereon endorsed shall have been manually signed by an authorized signatory of the Trustee. 4143-0582-4803.3
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11/08/2022 Item No.12.

IN WITNESS WHEREOF, the Folsom Ranch Financing Authority has caused this Authority Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Treasurer and attested by the facsimile signature of its Secretary, alI as of December I l, 2022.

FOLSOM RANCH FINANCING AUTHORITY
By:

Treasurer
Attest:

Secretary

FORM OF CERTIFICATE OF AUTHENTICATION
This is one of the Authority Bonds desuibed in the within-mentioned Trust Agreement, which has been authenticated on the date below.

Dated: December L} 2022
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By
Authorized Signatory

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

Dated:
4143-0582-4803.3
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11/08/2022 Item No.12.

NOTE

SIGNATURE GUARANTEED BY
Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other o'signature guarantee program" as may be determined in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Social Security Number, Taxpayer Identification Number or other Identiffing Number of Assignee:
4143-0s82-4803.3
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11/08/2022 Item No.12.

Section l 01
Section l.02

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS
Definitions
Rules of Construction....

ARTICLE II

TERMS OF AUTHORITY BONDS
The Authority Bonds
Form of Authority Bonds....

Authority Bonds Mutilated, Destroyed, Stolen or Lost ..

Execution of Authority Bonds.......

Transfer and Registration of Authority Bonds
Regulations with Respect to Exchange or Transfer of Authority Bonds Authentication of Authority Bonds
Cancellation of Authority Bonds
Establishment of Funds ...............

Deposit of Proceeds of Authority Bonds
Proceeds Fund .........

Local Obligations Fund......

Revenue Fund.....

Revenues Derived from Special Tax Prepayments
Interest Fund.........

Page
..2
10 ........10
........t2
........12
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section

2.0r.

2.02. 2.03.

2.04. 2.05.

2.06. 2.07.

2.08. 2.09.

2.10. 2.1r.
l3
......... I 3
.,'..',..|4
.........r4
.........t4
Section 3.01.

Section 3.02.

Section 4.01.

Section 4.02.

Section 4.03.

Section 4.04.

Section 4.05.

Section 4.06.

Section 4.07.

Section 5.01.

Section 5.02.

Section 5.03.

Section 5.04.

Section 5.05.

Section 5.06.

Section 5.07.

Authority Bonds as Special Obligations ......... T4
Special Covenants as to Book-Entry Only System for Authority Bonds...........15 CUSIP Numbers t7

ARTICLE III

ISSUANCE OF AUTHORITY BONDS
Provisions for the Issuance of Authority Bonds.............

Parity and Subordinate Bonds ................

ARTICLE IV

REDEMPTION OF AUTHORITY BONDS
I7
...1 8
Optional Redemption
Extraordinary Redemption ..................

Mandatory Redemption.......................

Redemption Instructions
Notice of Redemption ..........

Payment of Redeemed Authority Bonds
Purchase in Lieu of Redemption...........

ARTICLE V

REVENUES AND FUNDS FOR AUTHORITY BONDS
18 18
t9
19 t9
20 2t
.21
.2r
.2r
.21
.21
.22
.22
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11/08/2022 Item No.12.

TABLE OF CONTENTS
(continued)
Principal Fund
Redemption Fund.

Rebate Fund..........

ARTICLE VI

SECURITY FOR AND INVESTMENT OF MONEY
Security.......

Investment of Money

ARTICLE VII

COVENANTS OF THE AUTHORITY AND THE CITY
Payment of Authority Bonds; No Encumbrances....

Enforcement and Amendment of Local Obligations
Further Documents
Tax Covenants for the Authority Bonds
Maintenance of Existence
Continuing Disclosure
Redemption Fund for the Local Obligatrons.

Concerning the Trust Estate

ARTICLE VIII

DEFAULTS AND REMEDIES
Events of Default.

Proceedings by Trustee; No Acceleration
Effect of Discontinuance or Abandonment ............

Rights of Owners.

Restriction on Owner's Action...

Power of Trustee to Enforce.

Remedies Not Exclusive ............

Waiver of Events of Default; Effect of Waiver.......

Application of Money upon Event of Default.........

ARTICLE IX

THE TRUSTEE
Appointment and Acceptance of Duties.........

Duties,Immunities and Liability of Trustee
Merger or Consolidation .........

Compensation and Indemnification .........

Liability of Trustee.

Right to Rely on Documents; Adverse Effect Determinations.

Preservation and Inspection of Documents .....

Indemnity for Trustee
Page
Section 5.08.

Section 5.09.

Section 5.10.

Section 6.01.

Section 6.02.

Section 7.01.

Section 7.02.

Section 7.03.

Section 7.04.

Section 7.05.

Section 7.06.

Section 7.07.

Section 7.08.

Section 8.01.

Section 8.02.

Section 8.03.

Section 8.04.

Section 8.05.

Section 8.06.

Section 8.07.

Section 8.08.

Section 8.09.

Section 9.01.

Section 9.02.

Section 9.03.

Section 9.04.

Section 9.05.

Section 9.06.

Section 9.07.

Section 9.08.
25 25
25 26
26 27
27 27
22 22
22 23
23 JZ
.28
.28
.29
.29
.29
30 30
30 30
....3 1
....34
....34
....35
....36
36 4 I 43-05 82-4803.3
-il-
...36

11/08/2022 Item No.12.

Section 10.01. Execution of Instruments; Proof of Ownership...............,

ARTICLE XI

SUPPLEMENTAL TRUST AGREEMENTS

TABLE OF CONTENTS
(continued)

ARTICLE X

EXECUTION OF INSTRUMENTS BY OWNERS AND

PROOF OF OWNERSHIP OF AUTHORITY BONDS
Supplemental Trust Agreements with Consent of Owners
Supplemental Trust Agreements Without Consent of Owners Trustee Authorized to Enter into Supplemental Trust Agreements

ARTICLE XII

DEFEASANCE
Defeasance
Authority Bonds Deemed to Have Been Paid.

Money Held for Particular Authority Bonds.......

Effect of Defeasance of Authority Bonds

ARTICLE XIII

MISCELLANEOUS
Dissolution of Authority
Parties Interested Herein
Notice
Holidays
Limitation of Liability
Unclaimed Money
Governing Law..........

Severability of Invalid Provisions
Counterparts ...............

Counterparts
EXHIBIT A FORM OF SEzuES 2022 BONDS..

Page
36 .....37Section 1 1.01.

Section 11.02.

Section 11.03.

Section 12.01.

Section 12.02.

Section 12.03.

Section 12.04.
37 .....38
....38
.39
....40
....40
..40
..40
..40
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section

13.01. 13.02.

13.03. 13.04.

13.0s.

13.06. 13.07.

13.08. 13.09.

13.09. 42
.42
.42
43 43
43 43
A-1
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11/08/2022 Item No.12.

ATTACHMENT 4

11/08/2022 Item No.12.

OH&S DRAFT
r0n7t22

FIRST SUPPLEMENTAL INDENTURE
between the

CITY OF FOLSOM
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Relating to the
$[PAR]

CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 20
(RUSSELL RANCH)
SPECIAL TAX BONDS, SERIES 2022
Dated as of Decenrber 1,2022
and
4165-5344:7 459 .5 Page 231
11/08/2022 Item No.12.

TABLE OF"CONTENTS

ARTICLE I

DEFINITIONS
Page
)SECTION 1.01. Definitions..

SECTION 2.01.

SECTION 2.02.

SECTION 2.03.

SECTION 2.04.

SECTION 2.05.

SECTION 2.06.

SECTION 2.07.

SECTION 2.08.

SECTION 3.01.

SECTION 3.02.

SECTION 3.03.

SECTION 3.04.

SECTION 3.05.

SECTION 3.06.

SECTION 3.07.

SECTION 3.08.

SECTION 3.09.

ARTICLE II
ISSUANCE OF SERIES 2022 BONDS
Authorization of Series 2022 Bonds ................

Registration of Series 2022 Bonds ................

Terms of Series 2022 Bonds ...............

Redemption Prices of Series 2022 Bonds. ....................

Form of Series 2022 Bonds................

Application of Proceeds of Sale of Series 2022Bonds.

Capitalized Interest Account .. ..

Costs of Issuance Fund........

ARTICLE III

MISCELLANEOUS
Authority for First Supplemental Indenture ................

Covenant of the City Against Federal Income Taxation...

Statements of Fund and Accounts................

Amendment to Section 2.02(a)(i) of the Master Indenture Amendment to Section 10.14 of the Master Indenture
Terms of Series 2022Bonds Subject to the Master Indenture..

Effective Date of First Supplemental Indenture
Amendment
Trustee's Disclaimer ......

EXHIBIT A FORM OF SERIES 2022 BONDS ....

J
J
4 6
7 7
7 8
8 8
9 9
9 9
9 9
9 4165-5344-7459.5 -l- Page 232
11/08/2022 Item No.12.

B

FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (the ooFirst Supplemental Indenture"), dated as of December 1,2022, is between the CITY OF FOLSOM, a charter city and municipal corporation duly organized and existing under and by virtue of its charter and the Constitution and laws of the State of California (the 'ocity"), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America and authorized to accept and execute trusts of the character herein set forth, as trustee (the "Trustee").

BACKGROUND
A. The City and MUFG Union Bank, N.A., as trustee (the "Original Trustee"), duly executed an Indenture (the o'Master Indenture") dated as of June I,2018, which authorized the issuance of City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds (the "Bonds") and provided for the issuance of the Bonds in series.

U.S. Bank National Association (the "Prior Trustee") succeeded and replaced the Original Trustee under the Master Indenture in accordance with its terms.

The Trustee has succeeded and replaced the Prior Trustee under the Master Indenture in accordance with its terms.

The City has determined to prescribe the terms, conditions, and form of $[PAR] aggregate principal amount of City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds, Series 2022 (the ooSeries 2022Bonds") under the Master Indenture.

The City has determined that all things necessary to cause the Series 2022 Bonds, when duly executed by the City and authenticated by the Trustee and delivered as provided herein, to be legal and valid special tax obligations of the City enforceable in accordance with their terms, and to constitute this First Supplemental Indenture a valid agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery hereof and the execution and delivery of the Series 2022Bonds, subject to the terms hereof, have in all respects been duly authorized.

The Folsom Ranch Financing Authority (the "Authority") has agreed to purchase the Series 2022Bonds pursuant to a Local Obligation Purchase Contract between the Authority and the City dated [SALE DATE], 2022 (the *2022 Local Obligation Purchase Contract"), with a portion of the proceeds of the Authority's City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (the *2022 Authority Bonds").

NOW, THEREFORE, in order to secure the payment of the interest on and the principal of and the redemption premiums, if any, on all Series 2022Bonds at any time issued and outstanding hereunder according to their tenor, and to secure the observance and performance of all the agreements, conditions, covenants, and terms therein and herein set forth, and to declare the conditions and terms upon and subject to which the Series 2022Bonds will be issued and received, C
D
E.

F
4165-5344-7459.s Page 233
11/08/2022 Item No.12.
and in consideration of the premises and of the mutual agreements and covenants contained herein and of the purchase and acceptance of the Series 2022Bonds by the registered owners thereof from time to time, and for other valuable considerations, the receipt whereof is hereby acknowledged, the City does hereby agree and covenant with the Trustee, for the benefit of the respective registered owners from time to time of the Series 2022Bonds, as follows:

ARTICLE I

DEFINITIONS
SECTION1.01. Definitions.
(a) Except as otherwise provided herein, all terms defined in Section 1.01 of the Master Indenture have the same definitions in this First Supplemental Indenture that are given to them in Section 1.01 of the Master Indenture.
(b) Unless the context otherwise requires, the terms defined in this Section I .01 (b) have the meanings set forth, and those meanings apply for all purposes of this First Supplemental lndenture, of the Master Indenture, of the Series 2022Bonds, and of any certificate, opinion, report, request, or other document mentioned herein or therein; and those meanings apply equally to both the singular and plural forms of the terms:
"2022 Authority Bonds" means the Folsom Ranch Financing Authority City of Folsom Community Facilities DistrictNo. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022.
*2022 Authority Trustee" means U.S. Bank Trust Company, National Association, as trustee under the 2022 Trust Agreement.
*2022 Local Obligation Purchase Contract" means the Local Obligation Purchase Contract between the City and the Authority providing for the sale of the Series 2022 Bonds.
*2022 Trust Agreement" means that certain Trust Agreement, dated as of December l, 2022,among the Authority, the City and the2022 Authority Trustee, as trustee for the2022 Authority Bonds.
"Capitaltzed Interest Account" means the City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds Capitalized Interest Account established pursuant to Section 2.13 of the Master Indenture and reestablished pursuant to Section 2.07 of this First Supplemental Indenture.
('Costs of Issuance Fund" means the City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds Costs of Issuance Fund established pursuant to Section 2.15 of the Master Indenture and reestablished pursuant to Section 2.08 of this First Supplemental Indenture.
24165-5344-7 459 .5 Page 234
11/08/2022 Item No.12.
"Finance Director" means the Finance Director of the City. "First Supplemental Indenture" means this First Supplemental Indenture dated as of December 1,2022, between the City and the Trustee entered into under the Law and the Master Indenture.
ooMaster Indenture" means the Indenture dated as of June I,2018, between the City and the Trustee entered into under the Law.
o'series 2022 Acqtisition and Construction Account" means the account by that name established in the Acquisition and Construction Fund pursuant to Section 2.06 of this First Supplemental Indenture.
'oseries 2022Bond Reserve Account" means the account by that name established in the Bond Reserve Fund pursuant to Section 2.06 of this First Supplemental Indenture. ooseries 2022Bonds" means the Bonds referred to by that name authorized to be issued by the Master Indenture and Article II of this First Supplemental Indenture. "series 2022 Costs of Issuance Account" means the account by that name established in the Costs of Issuance Fund pursuant to Section 2.06 of this First Supplemental lndenture. "Term Series 2022Bonds" means the Series 2022Bonds that are Term Bonds.

ARTICLE II
ISSUANCE OF SERIES 2022 BONDS
SECTION 2.01. Authorization of 2022Bonds. The City Council has reviewed all proceedings heretofore taken relative to the authorization of the Series 2022 Bonds and has found, as a result of such review, and hereby finds and determines, that all acts, conditions, and things required by law to exist, happen, and be performed precedent to and in the issuance of the Series 2022 Bonds do exist, have happened, and have been performed in due time, form, and manner as required by the Law. Accordingly, the City is now authorized, under every requirement of the Law, the Master Indenture, and this First Supplemental Indenture, to issue the Series 2022 Bonds in the form and manner provided herein, which Series 2022Bonds will be entitled to the benefit, protection, and security of the Law, the Master Indenture, and this First Supplemental Indenture. The purpose for which the Series 2022 Bonds are to be issued is to provide funds to finance the acquisition and construction of certain of the Facilities, make a deposit to the Series 2022Bond Reserve Account, make a deposit to the Capitalized Interest Account to fund interest on the Series 2022Bonds through September 1,2023, and to pay the Costs of Issuance of the Series 2022Bonds.

SECTION 2.02. Resistration of 2022Bonds. Notwithstanding Section 2.ll of the Master Indenture, the Series 2022Bonds shall be registered in the name of the 2022 Authority Trustee, as trustee for the Authority, and delivered to the 2022 Authority Trustee upon the issuance thereof in accordance with the provisions of the 2022LocaI Obligation Purchase Contract.

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11/08/2022 Item No.12.

SECTION 2.03. Terms of Series 2022 Bonds.
(a) The Series 2022Bonds will be issued in the aggregate principal amount of $[PAR]; will be designated the "City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds, Series 2022;" will be dated the date of the original delivery thereof; will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof; and will mature on the dates and in the principal amounts and bear interest (computed on a 360-day year of twelve 30-day calendar months) at the rates per annuln, payable semiannually on March 1 and September 1 in each year, commencing on March 1,2023, as follows:

Maturity Date
(September 1) Principal Amount Interest Rate
* Term Bonds
(b) Minimum Sinking Fund Account Payments are hereby established for the mandatory redemption and payment of the Series 2022_Bonds maturing on September 1,201 1, which payments shall become due during the years ending on the dates and in the amounts set forth in the following schedule (except that if any of the Series 2022 Bonds maturing on September l, 20f I shall have been optionally or extraordinarily redeemed under Section 2.04 of this First Supplemental Indenture, the amounts of the Minimum Sinking Fund Account Payments for the Series 2022 Bonds maturing on September 1,201 f shall be reduced proportionately by the principal amount of all such Series 2022 Bonds so optionally or extraordinarily redeemed), namely:
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Year Ending
September I
Minimum Sinking Fund
Account Pavment
* Maturity
Minimum Sinking Fund Account Payments are hereby established for the mandatory redemption and payment of the Series 2022 Bonds maturing on September 1,201 l,which payments shall become due during the years ending on the dates and in the amounts set forth in the following schedule (except that if any of the Series 2022 Bonds maturing on September 1, 20[ I shall have been optionally or extraordinarily redeemed under Section 2.04 of this First Supplemental Indenture, the amounts of the Minimum Sinking Fund Account Payments for the Series 2022Bonds maturing on September 1,20[ I shall be reduced proportionately by the principal amount of all such Series 2022 Bonds so optionally or extraordinarily redeemed), namely:

Year Ending Minimum Sinking Fund
September 1 Account Payment
* Maturity
All such Minimum Sinking Fund Account Payments shall be deposited in the Sinking Fund Subaccount. All money inthe Sinking Fund Subaccount representing such Minimum Sinking Fund Account Payments shall be used and withdrawn by the Trustee (upon receipt of a Written Request of the City) at any time for the purchase of the Term Series 2022Bonds at public or private sales as and when and at such prices (including brokerage and other charges) as the Crty may in its discretion determine, but not to exceed the principal amount of such Term Series 2022 Bonds. All money in the Sinking Fund Subaccount representing such Minimum Sinking Fund Account Payments on September I of each year during the period beginning on September 1,20[ l, and ending on September 1,20[ l, both dates inclusive, shall be used and withdrawn by the Trustee on each such Sepember 1 for the mandatory redemption or payment of the Term Series 2022Bonds; and the City hereby agrees and covenants with the Holders of the Term Seies 2022 Bonds to call and redeem in accordance with Article III of the Master Indenture or pay the Term Series 2022 Bonds from the Minimum Sinking Fund Account 54165-5344-7459.5 Page 237
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Payments deposited in the Sinking Fund Subaccount under this paragraph whenever on September I of any year, beginning on September 1,201 l,there is money in the Sinking Fund Subaccount available for such purpose.

SECTION 2.04. Redemption Prices of Series 2022 Bonds.
(a) The Series 2022Bonds are subject to optional redemption by the City prior to their respective maturity dates as a whole or in part on any date on or after September 1, 201 l, from funds derived by the City from any source other than such Minimum Sinking Fund Account Payments deposited in the Sinking Fund Subaccount or such prepayments of the Special Tax, upon mailed notice as provided in the Master Indenture, at the following redemption prices (computed upon the principal amount of the Series 2022 Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption, to wit:
103% if redeemed on any date on or after September 1,
z}[)through August 31,201 1;
102% if redeemed on any date from September 1,201 l
through August 31,201 l;
l0l% if redeemed on any date from September 1,201 l
through August 31,201 l; and
100% if redeemed on September 1, 201 I and any date
thereafter.
(b) The Series 2022Bonds are subject to extraordinary redemption by the City prior to their respective maturity dates, as a whole or in part on any interest payment date on or after September 1,20[ f, from funds derived by the City from prepayments of the Special Tax, upon mailed notice as provided in the Master Indenture, at the following redemption prices (computed upon the principal amount of the Series 2022 Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption, to wit:

I03% if redeemed on an interest payment date on or after September 1,201 I through March 1,201 1;
I02% if redeemed on an interest payment date on September 1,201 1or March 1,201 l;
l0l% if redeemed on an interest payment date on September 1,20[ I or March 1,201 l; and
100% if redeemed on September 1,201) or any interest
payment date thereafter.
64t6s-5344-7459.5 Page 238
11/08/2022 Item No.12.
(c) The Term Series 2022 Bonds are subject to mandatory redemption by the City before their stated maturity date as provided in Section 2.03 hereof solely from Minimum Sinking Fund Account Payments deposited in the Sinking Fund Subaccount, upon mailed notice as provided in the Master Indenture, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date of redemption, without premium.

SECTION 2.05. Form of 2022 Bonds. The Series 2022 Bonds and the authentication and registration endorsements and the assignment to appear thereon must be substantially in the forms set forth in Exhibit A hereto, with such variations, insertions, or omissions as are appropriate and not inconsistent herewith.

SECTION 2.06. Annlication of Proceeds of Sale of Series 2022 Bonds. Upon the receipt of payment of the purchase price of the Series 2022 Bonds when the Series 2022 Bonds shall have been duly sold by the City, the Trustee shall deposit such proceeds of sale of the Series 2022Bonds into a temporary account called the Proceeds Fund which the Trustee shall establish, maintain and hold in trust, and which shall be disbursed in full on the date of receipt (whereupon said temporary account shall be closed) in the following order:
(a) First, the Trustee shall deposit $l I in the Series 2022 Bond Reserve Account, which the Trustee shall establish and maintain as a Bond Reserve Account within the Bond Reserve Fund, which amount equals the Required Bond Reserve for the Series 2022Bonds as of the date of issuance of the Series 2022Bonds. (b) Second, the Trustee shall deposit $l I in the Series 2022 Costs of Issuance Account, which the Trustee shall establish and maintain within the Costs of Issuance Fund.
(c)
(d)
Third,the Trustee shall deposit $l I in the Capttalized Interest Account.

Fourth, the Trustee shall deposit $l I in the Series 2022 Acquisition and Construction Account, which the Trustee shall establish and maintain within the Acquisition and Construction Fund.

SECTION 2.07. Capitalized Interest Account. There is hereby reestablished a fund to be known as the City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds Capitalizedlnterest Account. On each of the following dates, the Trustee shall transfer the amount from the Capitalized Interest Account to the Redemption Account for the payment of interest due on the Series 2022Bonds:

Date of Transfer Amount
$tt
On each of the dates set forth in the table immediately above, the amount set forth shall be transferred from the Capitalized Interest Account to the Redemption Account for the payment of interest due on the Series 2022Bonds. The Capitalized Interest Account will be closed following the last date oftransfer.
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SECTION 2.08. Costs of Issuance Fund. There is hereby reestablished a fund to be known as the City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds Costs of Issuance Fund, to be held and administered by the Trustee. All money in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance upon receipt of a Written Request of the City filed with the Trustee, each of which shall be sequentially numbered and shall state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against such fund; provided, that on ,2023, or upon a prior determination by the City that all Costs of Issuance relating to the Series 2022Bonds have been paid (as set forth in a Certificate of the City so determining filed with the Trustee), any balance of money remaining in the Series 2022 Costs of Issuance Account within the Costs of Issuance Fund shall be withdrawn from the Series 2022 Costs of Issuance Account by the Trustee and transferred to the Acquisition and Construction Fund. The Series 2022 Costs of Issuance Account will be closed following the last date of transfer.

ARTICLE III

MISCELLANEOUS
SECTION 3.01. Authority for First Supplemental Indenture. This First Supplemental Indenture is executed in accordance with the Law, is supplemental to the Master Indenture, and is executed in accordance with Articles II and VII of the Master Indenture.

SECTION 3.02. Covenant of the Citv Asainst Federal Income Taxation.

Notwithstanding Section 5.03 of the Master Indenture, the City will not take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of the interest on the Series 2022Bonds pursuant to Section 103 of the Code, and specifically the City will not directly or indirectly use or make any use of the proceeds of the 2022 Authority Bonds or any other funds of the City or take or omit to take any action that would cause the 2022 Authority Bonds to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Code or ooprivate activity bonds" subjectto federal income taxation by reason of Section Al(a) of the Code or obligations subject to federal income taxation because they are "federally guaranteed" as provided in Section 1a9@) of the Code; and to that end the City, with respect to the proceeds of the Series 2022Bonds and such other funds, will comply with all requirements of such sections of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent that such regulations are, at the time, applicable and in effect; provided, that if the City shall obtain an opinion of nationally recognized bond counsel to the effect that any action required under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the 2022 Authority Bonds pursuant to Section 103 of the Code, the City may rely conclusively on such opinion in complying with the provisions hereof. In the event that at any time the City is of the opinion that for pulposes of this Section it is necessary to restrict or limit the yield on the investment of any money held by the Finance Director hereunder or otherwise the City shall so instruct the Finance Director in writing, and the Finance Director, for and on behalf of the City, shall take such action as may be necessary in accordance with such instructions. 84l6s-5344-74s9.s Page 240
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SECTION 3.03. Statements of Fund and Accounts. For so long as any Bonds are Outstanding, the Trustee shall provide a monthly accounting of all funds and accounts held pursuant to the Master Indenture and any supplements thereto, including the First Supplemental Indenture, to the City within fifteen (15) Business Days after the end of such month and shall provide statements of account for each annual period beginning July 1 and ending June 30, within ninety (90) days after the end of such period. Such accounting shall show in reasonable detail all financial transactions during the accounting period and the balance in any accounts and funds created under the Master Indenture or any supplements thereto, including the First Supplemental Indenture, as of the beginning and the close of such accounting period.

SECTION 3.04. Amendment to Section 2.02(aXi) of the Master Indenture. Pursuant to Section 7.01(b) of the Master Indenture, Section 2.02(a)(i) of the Master Indenture is hereby amended and restated as follows for so long as the Series 2022Bonds remain Outstanding:
(aXD The purpose for which the Additional Bonds are to be issued; pleviidgd, that such Additional Bonds shall only be issued for the refunding of Outstanding Bonds and the payment of the Costs of Issuance;
SECTION 3.05. Amendment to Section 1,0.14 of the Master Indenture. Pursuant to Section 7.01(b) of the Master Indenture, Section 10.14 of the Master Indenture is hereby amended to replace the contact information for the Trustee therein with the information included below.

If to the Trustee:

U.S. Bank Trust Company, National Association
One Califomia Street, Suite 1000
San Francisco, CA 94llt
Attention: Gtobal Corporate Trust
Fax: 415-677-3769
Email: [email protected]
SECTION 3.06. Terms of Series 2022 Bonds hiect to the Master fndenture.

Except as expressly provided in this First Supplemental Indenture, every agreement, condition, covenant, and term in the Master Indenture applies to this First Supplemental Indenture and to the Series 2022 Bonds with the same force and effect as if they were set forth at length in this First Supplemental lndenture, with such omissions, variations, and modificiitions as may be appropriate to conform them to this First Supplemental Indenture.

SECTION 3.07. Effective Date of First Supplemental Indenture. This First Supplemental lndenture takes effect from and after its execution and delivery.

SECTION 3.08. Amendment. The first sentence of Section 6.03 is amended by striking "default."
SECTION 3.09. Trustee's Disclaimer. The Trustee accepts the amendments of the Master Indenture effected by this First Supplemental Indenture, but on the terms and conditions set forth in the Master Indenture, including the terms and provisions defining and limiting the 94l6s-5344-7459.5 Page 241
11/08/2022 Item No.12.
liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the City, or for or with respect to (i) the validity or sufficiency of this First Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the City by action or otherwise, (iii) the due execution hereof by the City or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the City of Folsom has caused this First Supplemental Indenture to be signed in its name by an authorized officer, and U.S. Bank Trust Company, National Association, as Trustee, in token of its acceptance of the trusts created hereunder, has caused this First Supplemental Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the date and year first above written.

CITY OF FOLSOM
By:

Stacey Tamagni
Finance Director of the City of Folsom
u.s. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
Authorized Officer
4165-53M-7459.5 l1 Page 243
11/08/2022 Item No.12.

No.

EXHIBIT A
F'ORM OF SERIES 2022 BONDS

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF SACRAMENTO

CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 20
(RUSSELL RANCH)
SPECIAL TAX BOND, SERIES 2022
$
Interest
Rate
Maturity
Date
Dated
as of
% September 1,20- December | 1,2022
REGISTERED OWNER: U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION, AS TRUSTEE FOR THE FOLSOM RANCH FINANCING AUTHORITY PRINCIPAL AMOUNT: DOLLARS
The City of Folsom, a charter city and municipal corporation duly organized and existing under and pursuant to its charter and the Constitution and laws of the State of California (the 'oCiW"), for value received hereby promises to pay (but only out of the proceeds of the Special Tax hereinafter referred to and certain other funds as described herein) to the registered owner set forth above on the maturity date set forth above (subject to any right of prior redemption hereinafter provided for) the principal amount set forth above, together with interest thereon computed on the basis of a 360-day year of twelve (12) 30-day calendar months from the interest payment date next preceding the date of registration of this Series 2022 Bond (unless this Series 2022 Bond is registered on a day during the period from the sixteenth (l6th) day of the month next preceding an interest payment date to such interest payment date, both inclusive, in which event it shall bear interest from such interest payment date, or unless this Series 2022Bond is registered on a day on or before the fifteenth (15th) day of the month next preceding the first interest payment date, in which event it shall bear interest from its dated date) until the principal hereof shall have been paid, atthe interest rate per annum set forth above, payable on March 1,2023, and semiannually thereafter on September I and March 1 in each year. The interest on and principal of and redemption premium, if any, on this Series 2022Bond are payable in lawful money of the United States of America at the Corporate Trust Offrce (as that term is defined in the Indenture hereinafter referred to, and herein the o'Corporate Trust Office") of U.S. Bank Trust Company, National Association or any other bank or trust company at its Corporate Trust Office, which may at any time be substituted in its place as provided in the Indenture hereinafter described, the Trustee of 4165-5344-7459.5 A-1 Page 244
11/08/2022 Item No.12.
the City for the Series 2022Bonds (the "Trustee"). The interest on this Series 2022Bond due on or before the maturity or prior redemption hereof shall be payable only to the person whose name appears in the registration books required to be kept by the Trustee as the registered owner hereof at the close of business as of the fifteenth (l5th) day of the month next preceding each interest payment date, such interest to be paid by check mailed by first class mail on each such interest payment date to such registered owner at his or her address as it appears on such books, except that in the case of a registered owner of one million dollars ($1,000,000) or more in principal amount of Bonds then Outstanding, payment shall be made at such owner's option by wire transfer on each such interest payment date of immediately available funds to an account in a bank or trust company or savings bank that is a member of the Federal Reserve System and that is located in the continental United States of America according to written instructions provided by such owner to the Trustee at least fifteen (15) days before such interest payment date. The principal of and redemption premium, if any, on this Series 2022Bond shall be payable only to the person whose name appears in such registration books as the registered owner hereof, such principal and redemption premium, if any, to be paid only on the surrender of this Series 2022 Bond at the Corporate Trust Office of the Trustee at maturity or on redemption prior to maturity.

Notwithstanding the foregoing, the Trustee may agree with the Holder of this Seies2022 Bond that such Holder may, in lieu of surrendering the same for a new Series 2022Bond, endorse on this Series 2022Bond a record of partial payment of the principal of this Series 2022Bond as follows:

PAYMENTS ON ACCOUNT OF PRINCIPAL
Principal
Amount Paid
Balance of Principal
Amount Unpaid
Signature
of HolderPayment Date
This Series 2022Bond is one of a duly authorized issue of bonds in the aggregate principal amount of [PAR IN WORDS] $([PAR]) issued by the City of Folsom (the "City") for the City of Folsom Community Facilities District No. 20 (Russell Ranch) (the "Community Facilities District") located in the City, designated the "City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds, Series 2022" (the "Series 2022Bonds"), which Series2022 Bonds are issued under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (being Sections 53311 et seq. of the Government Code of the State of California), and all laws amendatory thereof or supplemental thereto (the ooLafr'), and under and pursuant to the provisions of an Indenture, dated as of June 1,2018 (as supplemented and amended, the "Master Indenture"), between the City and the Trustee, as successor trustee, which Master Indenture authorized the issuance in various series from time to time of "City of Folsom Community 4165-5344-7459.5 A-2 Page 245
11/08/2022 Item No.12.

Facilities District No. 20 (Russell Ranch) Special Tax Bonds" (the 'oBonds"), and a First Supplemental Indenture (the "First Supplemental Indenture," and together with the Master Indenture, the o'Indenture") supplemental thereto, dated as of December 1, 2022, between the City and the Trustee, all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, maturities, interest rates or redemption provisions of the Series 2022 Bonds), and all capitalized terms used herein not otherwise defined shall have the meanings contained in the Indenture. All the Series 2022Bonds are payable on a parity with all other Bonds issued under the Master Indenture in accordance with the terms and conditions of the Indenture (copies of which are on file at the office of the City Clerk of the City and at the above-mentioned office of the Trustee), and reference is hereby made to the Law and to the Indenture and any and all amendments thereof and supplements thereto for a description of the terms on which the Series 2022 Bonds are issued and for the rights of the registered owners of the Series 2022 Bonds; and all the terms of the Law and the Indenture are hereby incorporated herein and constitute a contract between the City and the registered owner from time to time of this Series 2022 Bond, to all the provisions of which the registered owner of this Series 2022Bond, by his or her acceptance hereof, agrees and consents; and each taker and subsequent registered owner hereofshall have recourse to all the provisions of the Law and the Indenture and shall be bound by all the terms and conditions thereof.

The Series 2022Bonds are issued to provide funds to finance certain of the Facilities, make a deposit to the Series 2022Bond Reserve Account, pay the Costs of Issuance of the Series 2022 Bonds in accordance with the Indenture and pay interest on the Series 2022 Bonds to September I, 2023. The Series 2022 Bonds are special tax obligations of the City and the interest on and principal of and redemption premiums, if any, on the Series 2022 Bonds are payable solely from the proceeds of the Special Tax (as that term is defined in the Indenture, and herein the "Special T*"), net of Priority Administrative Expenses, and certain other funds, as provided in the Indenture, and the City is not obligated to pay them except from the proceeds of the Special Tax, net of Priority Administrative Expenses, and such other funds. The General Fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on or principal of or redemption premiums, if any, on the Series 2022Bonds, and no tax or assessment other than the Special Tax shall ever be levied or collected to pay the interest on or principal of or redemption premiums, if any, on the Series 2022Bonds. The Series 2022Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts except the proceeds of the Special Tax and such other funds, and neither the payment of the interest on or principal of or redemption premiums, if any, on the Series 2022Bonds is a general debt, liability or obligation of the City.

The Series 2022 Bonds maturing on September 1, 20[ l, are subject to mandatory redemption by the City prior to their maturity date in part on September I in each of the years 2}!_lthrough 201 l, both years inclusive; and the Series 2022Bonds maturing on September 1, 201 l, are subject to mandatory redemption by the City prior to their maturity date in part on September 1 in each of the years 20f_] through 201 l, both years inclusive, in each case solely from Minimum Sinking Fund Account Payments deposited in the Sinking Fund Subaccount, upon mailed notice as hereinafter provided, at a redemption price of one hundred percent (100%) of the principal amount thereof called for redemption together with accrued interest thereon to the date of redemption.
4165 -5344-7 459 .5 A-3 Page 246
11/08/2022 Item No.12.

The Series 2022 Bonds are subject to optional redemption by the City prior to their respective maturity dates as a whole or in part on any date on or after September 1, 20f l, from funds derived by the City from any source other than such Minimum Sinking Fund Account Payments deposited in the Sinking Fund Subaccount or such prepayments of the Special Tax, upon mailed notice as provided in the Indenture, at the following redemption prices (computed upon the principal amount of the Series 2022Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption, to wit:
103% if redeemed on any date on or after September l, 201 l through August 31,201 1;
I02% if redeemed on any date from September 1,201 l through August 31,201 l;
l0l% if redeemed on any date from September 1,201 I through August 31,201 l; arrd
100% if redeemed on September 1, 201 I or any date thereafter.

The Series 2022 Bonds are subject to extraordinary redemption by the City prior to their respective maturity dates, as a whole or in part on any interest payment date on and after September 1,201 f, from funds derived by the City from prepayments of the Special Tax, upon mailed notice as provided in the Indenture, at the following redemption prices (computed upon the principal amount of the Series 2022Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption, to wit:
103% if redeemed on an interestpayment date on or after September 1,201 l through March 1,201 1;
102% if redeemed on an interest payment date on September l, 201 I or March 1,201);
l0l% if redeemed on an interest payment date on September 1, 201_l or March 1, 20[__]; and
100% if redeemed on September 1, 201 1 or any interest payment date thereafter.

If less than all the Series 2022Bonds are to be redeemed as a result of prepayments of the Special Tax at any one time, the Series 2022Bonds shall be redeemed pro rata by maturity. If less than all the Series 2022 Bonds are to be redeemed at the option of the City at any one time, the Series 2022Bonds of the latest maturity date or dates shall be redeemed prior to or simultaneously with the redemption of the Series 2022Bonds maturing prior thereto, and if less than all the Series 2022 Bonds of any one maturity date are to be redeemed at any one time, the Trustee shall select the Series 2022 Bonds or the portions thereof of such maturity date to be redeemed in integral multiples of five thousand dollars ($5,000) in a manner that it deems appropriate and fair. 4t65-5344-7 459 .s A-4 Page 247
11/08/2022 Item No.12.

Notice of redemption of this Series 2022Bondor any portion hereof shall be mailed by the Trustee to the registered owner hereof and to those securities depositories and securities information services selected by the City in accordance with the Indenture, but neither failure to receive any such mailed notice nor any immaterial defect contained therein shall affect the sufficiency or validity of such proceedings for redemption. If notice of redemption has been duly given as aforesaid, then this Series 2022Bond or the portion thereof to be redeemed shall, on the redemption date designated in such notice, become due and payable at the above-described redemption price; and from and after the date so designated interest on this Series 2022 Bond or the portion thereof to be redeemed shall cease to accrue and the registered owner of this Series 2}22Bondshall have no rights in respect hereof except to receive payment of the redemption price of this Series 2022Bond or the portion thereof to be redeemed, and upon surender of this Series 2022Bond if redeemed in part only, the City shall execute and the Trustee shall authenticate and deliver to the registered owner hereof at the expense of the City a new Series 2022Bond or Series 2022 Bonds equal in aggregate principal amount to the unredeemed portion of this Series 2022 Bond so surrendered.

The City has covenanted that, so long as any Series 2022 Bonds are outstanding, it will annually levy the Special Tax against all Taxable Property in the Community Facilities District and make provision for the collection of the Special Tax in amounts which will be sufficient, together with the money then on deposit in the Redemption Account, after making reasonable allowances for contingencies and errors in the estimates, to yield proceeds equal to the amounts required for compliance with the agreements, conditions, covenants and terms contained in the Indenture, and which in any event will be sufficient to pay the interest on and principal of and Minimum Sinking Fund Account Payments for and redemption premiums, if any, on the Series 2022 Bonds as they become due and payable and to replenish each Bond Reserve Account established under the Indenture and to pay all current Expenses as they become due and payable in accordance with the provisions and terms of the Indenture.

The Series 2022Bonds are issuable in the form of fully registered bonds. The registered owner of any Series 2022 Bond or Series 2022 Bonds may surrender the same (together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his or her duly authorized attorney) in exchange for an equal aggregate principal amount of Series 2022Bonds of the same series and maturity date in the manner) subject to the conditions and upon payment of the charges provided in the Indenture.

The registration of this Series 2022Bond is transferable on the registration books kept by the Trustee by the registered owner hereof or by his or her duly authorized attomey upon surrender of this Series 2022Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his or her duly authorized attomey, and thereupon a new Series 2022Bond or Series 2022Bonds of the same series and maturity date in the same aggregate principal amount will be issued to the transferee in exchange therefor in the manner, subject to the conditions and terms and upon payment of the charges provided in the Indenture. The City and the Trustee shall be entitled to conclusively treat the person in whose rutme this Series 2022Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal hereof and redemption premium, if any, hereon and for all other purposes. 4165-5344-7 4s9 .5 A-5 Page 248
11/08/2022 Item No.12.

The rights and obligations of the City and ofthe registered owners ofthe Series 2022Bonds may be amended at any time in the manner, to the extent and upon the terms provided in the Indenture, and in certain circumstances without the consent of such registered owners, but no such amendment shall (1) extend the maturity ofthis Series 2022Bondor reduce the interest rate hereon or otherwise alter or impair the obligation of the City to pay the interest hereon or principal hereof or Minimum Sinking Fund Account Payment herefor or redemption premium, if any, hereon at the time and place and at the rate and in the cuffency and from the funds provided herein without the express written consent of the registered owner of this Series 2022Bond, or (2) permit the issuance by the City of any obligations payable from the proceeds of the Special Tax other than as provided in the Indenture, or jeopardizethe ability of the City to levy and collect the Special Tax, or (3) reduce the percentage of Series 2022Bonds required for the written consent to an amendment of the Indenture, or (4) modiff any rights or obligations of the Trustee without its prior written assent thereto; all as more fully set forth in the Indenture.

The Series 2022 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction, and neither the City Council of the City nor the City nor any offtcer or employee thereof shall be liable for the payment of the interest on or principal of or redemption premiums, if any, on the Series 2022Bonds otherwise than from the proceeds of the Special Tax, net of Priority Administrative Expenses, and such other funds, as provided in the Indenture.

This Series 2022Bond shall not be entitled to any benefits under the Indenture or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been manually signed by an authorized signatory of the Trustee.

It is hereby certified that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of this Series 2022 Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the amount of this Series 2022 Bond. together with all other obligations of the City and the Community Facilities District, does not exceed any limit prescribed by the laws of the State of Califomia and is not in excess of the principal amount of the Series 2022Bonds permitted to be issued under the Indenture.
4165-s344-7459.5 A-6 Page 249
11/08/2022 Item No.12.

IN WITNESS WHEREOF, the City of Folsom has caused this Series 2022 Bond to be executed in its name and on its behalf by the manual or facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of the City Clerk of the City and has caused this Series 2022Bondto be dated December | 1,2022.

CITY OF FOLSOM
By
Mayor of the City of Folsom
Countersigned:

By
City Clerk of the City of Folsom
4165-5344-7459.5 A-7 Page 250
11/08/2022 Item No.12.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
TO APPEAR ON SERTES 2022 BONDSI
This is one of the Series 2022 Bonds described in the within-mentioned Indenture which has been authenticated on December I l, 2022.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Signatory
4t6s-53$-7459.s A-8 Page 251
11/08/2022 Item No.12.

IFORM OF ASSIGNMENT TO APPEAR ON SERIES 2022 BONDSI
For value received the undersigned do(es) hereby sell, assign and transfer unto the within Series 2022 Bond and
do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the bond register of the Trustee, with full power of substitution in the premises.

Dated:

SIGNATURE GUARANTEED BY:

Note: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other'osignature guarantee program" as may be determined in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Social Security Number, Taxpayer IdentificationNumber or other identifuing number ofAssignee:
4165-5344:7459.5 A-9 Page 252
11/08/2022 Item No.12.

ATTACHMENT 5

11/08/2022 Item No.12.

OH&S DRAFT
l0/26122

PRELIMINARY OFFICIAL STATEMENT DATED
NEW ISSUE.BOOK-ENTRY ONLY NOT RATED
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenqnts, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of Califtrnia personal income taxes. In the further opinion of Bond Counsel, interest on the Bonds is not a specific preference itemfor purposes of thefederal individual alternative minimum tax. Bond Counsel observes that, for tax years beginning after December i|, 2022, interest on the Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax.

Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt ofinterest on, the Bonds. See "TAX MATTERS." $1 1,000,000.

FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO.20
(RUSSELLRANCH)

SPECIAL TAX REVENUE BONDS
SERIES 2022
Dated: Date of Delivery Due: September 1, as shown on inside front cover The Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (the "Bonds") are being issued by the Folsom Ranch Financing Authority (the "Authority") to provide funds to finance the purchase of limited obligation special tax bonds (the "Local Obligations"), issued by the City of Folsom (the "City") for Community Facilities District No. 20 (Russell Ranch) (the "Community Facilities District"). The purchase price ofthe Local Obligations will be used to finance the acquisition ofcertain public facilities, fund a debt service reserve account, fund capitalized interest through September 1,2023, and pay certain costs of issuance of the Local Obligations and Bonds.

The Bonds are being issued by the Authority pursuant to a Trust Agreement (the "Trust Agreemenf') among the City, the Authority and U.S. Bank Trust Company, National Association, as trustee (the "Trustee") and will be secured by a pledge of the Trust Estate, as defined herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." The Bonds are special, limited obligations of the Authority. The Bonds are payable solely from and secured by the Trust Estate of the Authority pledged under the Trust Agreement, consisting primarily of payments received by the Authority from the City under the Local Obligations, which payments are secured by a lien ofthe Special Taxes (defined herein) levied upon property within the Community Facilities District, as more fully described herein. Payments under the Local Obligations are calculated to be sufficient to permit the Authority to pay the principal of, and interest on, the Bonds when due.

The Local Obligations are secured by the lien of the net Special Taxes on parity with the 2018 CFD Obligations and any Additional Local Obligations (each defined herein). See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS- Terms of the Local Obligations."
The Local Obligations Indenture (defined herein) for the Local Obligations establishes a debt service reserve fund (the "Local Obligation Reserve Fund") with a debt service reserve account therein for the Local Obligations (the "Local Obligations Reserve Account"). Pursuant to the Local Obligations Indenture, a deposit is being made to the Local Obligations Reserve Account for the Local Obligations. Amounts available from the Local Obligations Reserve Account are not available to make up a deficiency for the payment of principal of and interest on the Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDSrTerms of the Local Obligations-Local Obligations Reserve Account." The Bonds are being issued only as fully registered bonds registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC") and interest thereon is payable on March I and September I of each year, commencing March 1,2023, by the Trustee to DTC. DTC will in tum remit principal or redemption price and interest to the DTC participants, which will in turn remit such principal or redemption price and interest to the Beneficial Owners of the Bonds, as described herein. DTC will act as securities depository for the Bonds. Individual purchases will be made in book-entry only form in the principal amount of $5,000 or integral multiple thereof. Purchasers of the Bonds will not receive instruments representing their interest in the Bonds purchased. See APPENDIX F-"DTC AND THE BOOK-ENTRY ONLY SYSTEM." The Bonds are subject to optional, extraordinary and mandatory redemption as described herein.* See "THE BONDS- Redemption Provisions."

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE AUTHORITY, THE

STATE OF CALIFORNIA OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF Preliminary, subject to change.
2022
4166-0679-t203.8

11/08/2022 Item No.12.

THE BONDS, THE AUTHORITY HAS NO TAXING POWER. EXCEPT FOR THE TRUST ESTATE, NO OTHER REVENUES OR TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL

OBLIGATIONS OF THE AUTHORITY, THE COMMLINITY FACILITIES DISTRICT OR THE CITY, BUT ARE LIMITED

OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE, DERIVED PRIMARILY FROM

PAYMENT ON THE LOCAL OBLIGATIONS FROM THE PAYMENT OF THE SPECIAL TAXES LEVIED WITHIN THE COMMLTNITY FACILITIES DISTRICT AS MORE FULLY DESCRIBED HEREIN.

The Bonds are not rated by any rating agency. Investment in the Bonds involves a substantial degree ofrisk that may not be appropriate for some investors. See "CERTAIN RISKS TO BONDHOLDERS" for a discussion of special risk faciors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality ofthe Bonds.

This cover page contains information for general reference only and il is not a complete summary of the Bonds. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision.

Maturity Schedule, lnterest Rates, Prices and CUSIPS
(See inside front cover)
The Bonds are offered when, as and ifissued, subject to the approval as to their legality by Orrick, Herington & Sutcliffe LLP, Bond Counsel to the Authority, and certain other conditions. Certain legal matters will be passed on for the Authority and the City by the City Attomey. Certain legal matters will be passed upon for the Underwriter by Stradling, Yocc4 Carlson & Rauth, a Professional Corporation. It is anticipated that the Bonds in book-entry form will be available for delivery through the facilities of The Depository Trust Company in New York, New York on or about 2022 Piper Sandler & Co.

The date of this Official Statement is 2022.
4166-0679-1203.8

11/08/2022 Item No.12.
$11,000,000.

F'OLSOM RANCH FINAIICING AUTHORITY
CITY OF F'OLSOM COMMUNITY FACILITIES DISTRICT NO. 20
(RUSSELL RANCH)

SPECIAL TAX REVENUE BONDS
SERIES 2022

MATURITY SCHEDULE,INTEREST RATES, PRICES AND CUSPS
Maturrty Principal
(September 1) Amount
Interest
Rate
CUSIPNo.t
(344414)Price
%
$ %oTerm Bond maturing 1,20_Price _Yo (CUSP No.t 344414J 1,20-Price_o/o (CUSP No.r 344414-)$ % Term Bond maturing * Preliminary, subject to change.
i 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@ 2022 CUSIP Global Services.

A1l rights reserved. CUSIP@ data herein is provided by CUSP Global'Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers are provided for convenience of reference only. The Authority, the Community Facilities District, the Underwriter and the City take no responsibility for the accuracy of such numbers.
%$
4166-0679-t203.8 Page 256
11/08/2022 Item No.12.

No dealer, broker, salesperson or other person has been authorized by the Authority, the City or the Underwriter to give any information or to make any representations other than as contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. This Official Statement is not to be construed as a conffact with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact.

The information set forth herein has been obtained from sources which are believed to be reliable, but such information is neither guaranteed as to accuracy or completeness, nor is it to be construed as a representation ofsuch by the Authority, the City or the Underwriter. The information and expressions of opinion stated herein are subject to change without notice; and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City or the property owners in the Community Facilities District, or in the condition of the property in the Community Facilities District, since the date hereof.

The summaries and references to the Trust Agreement, the Mello-Roos Act, the Local Obligations Indenture, the First Supplemental Indenture and to other statutes and documents referred to herein do not purport to be comprehensive or definitive and are qualified in their entireties by reference to each such statute and document.

This Official Statement including any amendment or supplement hereto is intended to be deposited with one or more depositories.

The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT

TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL 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 AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PzuCES SET FORTH ON THE INSIDE FRONT COVER PAGE HEREOF AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE LINDERWRITER.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

Certain statements included or incorporated by reference in this Official Statement constitute forward- looking statements. Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "budget" or similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 4166-0679-1203.8 Page 257
11/08/2022 Item No.12.

UNSERT REGTONAL AND CrTY CONTEXT MAPSI
4166-0679-1203.8 Page 258
11/08/2022 Item No.12.
[INSERT ANY AERIAL PHOTOS]
4166-0679-1203.8 Page 259
11/08/2022 Item No.12.

City of Folsom
Boundary Map for Community Facilities District No.20 (Russell Ranch) 4166-0679-1203.8 Page 260
11/08/2022 Item No.12.

AUTHORITY GOVERNING BOARDiCITY COUNCIL
Keffi Howell, Chair / Mayor
Rosario Rodriguez, Vice Chair / Vice Mayor
Sarah Aquino, Member / Councilmember
YK Chalamcherla, Member / Councilmember
Mike Kozlowski, Member / Councilmember

AUTHORITY/CITY STAFF
Elaine Andersen, Executive Director / City Manager
Stacey Tamagni, Treasurer / Finance Director
Steven Wang, Esq., General Counsel / City Attorney
Christa Freemantle, Secretary / City Clerk

SPECIAL SERVICES

BOND AND DISCLOSURE COTINSEL MUNICIPAL ADVISOR
Orrick, Herrington & Sutcliffe LLP Fieldman, Rolapp & Associates, Inc.

TRUSTEE SPECIAL TAX CONSULTANT
U.S. Bank Trust Company, National Association NBS

APPRAISER
Integra Realty Resources
4166-0679-1203.8 Page 261
11/08/2022 Item No.12.

General 1
Authority for Issuance
Purpose I
Security for the Bonds 2
Property Ownership and Development
Status
Property Values
Bondholders Risks.............

Continuing Disclosure......

Summaries Not Definitive

FOLSOM PLAN AREA
General Folsom Plan Area Plan of
Finance

TABLE OF CONTENTS
Page
5 6
9 9
Page
Overlapping Debt. 40
PROPOSED PROPERTY DEVELOPMENT.............. 42
Development Entitlements 42
Propeffy Ownership..... ..............51
Development P|an............................................. 5 5 Status of Development and
Development Plan of Finance
for Lennar Homes 57
COVID-l9Impact 60
CDRTAIN RISKS TO BONDHOLDERS....................61
Levy of the Special Tax..

Collection of Special Tax
Concentration of Ownership.

Payment of the Special Tax is Not a
Personal Obligation of a
Property Owner ...63
Potential Early Redemption of Bonds
from Prepaid Special Taxes...........

Special Tax Delinquencies.................

Teeter Plan Termination
Land Values..

Appraisal Risks..............

Exempt Properties.

Maximum Special Tax....

No Acceleration Provision.

Loss of Tax Exemption......

Parity Taxes and Special Assessments..............

Future Private Indebtedness..

Disclosures to Future Purchasers
3 4
5 5
5 5
6l
62 63
Public Facilities Financing Plan
Facilities to be Financed

THE BONDS
General 9
Description of the Bonds.. l0
Redemption Provisions...... ........ I I

ESTIMATED SOURCES AND USES OF
FUNDS

SECURITY AND SOURCES OF PAYMENT
General 16
Flow ofFunds
Description of Local Obligations ..................... I 8 Issuance of Local Obligations
Payment of the Local Obligations
Local Obligations Flow of Funds
Special Tax Authorization
Covenant for Foreclosure
No Required Advances from Available
Surplus Funds............. ...................... 24
Terms of the Local Obligations 24
Special Tax Analysis.. ...............26
Special Tax Calculation.

The Teeter Plan .............
29 32
General Description and Location..
,......................... l4
17 63
64 64
64 64
65 65
66 66
67 67
67 68
72 73
76 l8
t9
20 22
23 34
34 35
Bankruptcy.....

Failure to Develop
No Independent Review of Valuation
or Viability of Completed
Projects
Endangered Species........... ........76
Hazardous Substances..

Property Values
Value-to-Lien Analysis Lennar Homes.. 8l
Estimated Tax Burden on Single MISCELLANEOUS............ ....'..'............82 Family Home. ............39

APPENDIX A
-

RATE, METHOD OF APPORTIONMENT AND MANNER OF COLLECTION OF SPECIAL TAX

APPENDIX B
- ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY OF FOLSOM

APPENDIX C
-

SUMMARY OF PRINCIPAL DOCUMENTS

APPENDIX D
-

FORMS OF CONTINUING DISCLOSURE LINDERTAKINGS

APPENDIX E
-

PROPOSED FORM OF OPINION OF BOND COLTNSEL

APPENDIX F
-

DTC AND TIIE BOOK-ENTRY ONLY SYSTEM

APPENDIX G
-APPRAISAL
4166-0679-1203.8 Page 262
11/08/2022 Item No.12.
$11,000,000.

FOLSOM RANCH F'INANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO.20
(RUSSELL RANCH)

SPECIAL TAX REVENUE BONDS
SERIES 2022

INTRODUCTION
The description and summaries of various documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each document. All capitalized terms used in this Official Statement and not otherwise defined herein have the same meaning as in the Trust Agreement (defined below) or the Local Obligations Indenture (defined below), as applicable.

General
This Official Statement, including the cover page, the inside cover page and the Appendices hereto, is provided to furnish certain information in connection with the issuance and sale by the Folsom Ranch Financing Authority (the "Authority") of $11,000,000* aggregate principal amount of Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (the "Bonds").

Authority for Issuance
The Bonds will be issued pursuant to the provisions of the Trust Agreement (the "Trust Agreement") among the Authority, the City of Folsom (the "City"), and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as authorized pursuant to a resolution of the Authority.

The Bonds will be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, as amended, constituting Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California.

The Bonds will be issued as fully registered bonds in book-entry form, in denominations of $5,000 each or any integral multiple thereof and will be dated the date of delivery thereof and bear interest at the rates set forth on the inside front cover page hereof. See "THE BoNDs-Description of the Bonds." Purpose
The Bonds are being issued to finance the purchase of the limited obligation special tax bonds (the "Local Obligations") issued for the City of Folsom Community Facilities District No. 20 (Russell Ranch) (the "Community Facilities District") pursuant to an Indenture (as supplemented and amended, the "Local Obligations Indenture") between the City and U.S. Bank Trust Company, National Association, as successor trustee to U.S. Bank National Association, as successor trustee to MUFG Union Bank, N.A., as trustee (the "Local Obligations Trustee"), as supplemented and amended by a First Supplemental Indenture (the "First Supplemental Indenture") between the City and the Local Obligations Trustee. The purchase price of the Local Obligations will be used to finance the acquisition and construction of certain public facilities, fund a debt service reserve account, fund capitalized interest through September 1,2023, and pay certain costs of issuance of the Local Obligations and Bonds. See "PLAN OF FINANCE" and "THE COMMLTNITY FACILITIES DISTRICT." * Preliminary, subject to change
I
4166-0679-1203.8 Page 263
11/08/2022 Item No.12.

The Local Obligations are authorized pursuant to (i) the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, constituting Section 53311, et seq. of the California Government Code (the "Mello-Roos Act"), (ii) a resolution of the City Council of the City as legislative body of the Community Facilities District adopted on November 8, 2022, and (iii) the Local Obligations Indenture. The Local Obligations are payable from the special taxes authorized to be levied and collected annually upon taxable real property within the Community Facilities District. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS-General."
Security for the Bonds
The Bonds are special, limited obligations of the Authority, payable from and secured by the Trust Estate (as defined herein) received by the Authority consisting primarily of payments received from the City as debt service payments on the Local Obligations.

The Local Obligations will be issued with an annual scheduled debt service that results in at least I l0% annual debt service coverage for the Local Obligations and the City of Folsom Community Facilities DistrictNo.20 (Russell Ranch) Special TaxBonds, Series 2018 (the "2018 CFD Obligations") from the Maximum Special Tax based on the development status of the Taxable Property as of September 75, 2022, net of Priority Administrative Expenses (each as defined below). Although the scheduled payments under the Local Obligations are sufficient, in the aggregate, to provide the Authority with moneys to pay the principal of, premium, if any, and interest on the Bonds when due (see "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS"), investment in the Bonds involves a substantial degree of risk that may not be appropriate for some investors. See "CERTAIN RISKS TO BONDHOLDERS" below.

The Local Obligations are secured by a pledge of special taxes received by the City (the "Special Tax" or the "special Taxes," as the context requires) (including any prepayment thereof and proceeds from foreclosure sales pursuant to the Local Obligations Indenture), net of Priority Administrative Expenses, and the Local Obligations Reserve Account established for the Local Obligations under the Local Obligations Indenture. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." The Special Taxes are included on the regular property tax bill sent to the record owners of taxable properties within the Community Facilities District. The City has covenanted in the Local Obligations Indenture to commence judicial foreclosure proceedings against property with delinquent Special Taxes and to diligently pursue such proceedings to completion; provided, however, that the City is not obligated under the Local Obligations Indenture to commence such judicial foreclosure proceedings on any delinquent installment of the Special Tax for any Fiscal Year in which the City has received one hundred percent (100%) of the amount of such installment from the County of Sacramento (the "Counff") pursuant to the Teeter Plan (described below). See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS-Payment of the Local Obligations," "-Special Tax Authorization," "-Q6vsnnnf fe1 Foreclosure" and "-The Teeter Plan."
The Special Taxes secure only the Local Obligations and the 2018 CFD Obligations. For this reason, a delinquency or default in the payment of Special Taxes could cause a default in the payments of principal and interest on the Bonds if moneys in the Local Obligations Reserve Account are insufficient to make up the deficit in debt service for the Local Obligations caused by such delinquency or nonpayment.

NE,ITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY,

THE COMMUNITY FACILITIES DISTRICT, THE AUTHORITY, THE STATE OF CALIFORNIA (THE "STATE") OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE AUTHORITY FIAS NO TAXING POWER. EXCEPT FOR THE

TRUST ESTATE, NO OTHER REVENUES OR TAXES ARE PLEDGED TO THE PAYMENT OF 2 4166-0679-1203.8 Page 264
11/08/2022 Item No.12.

THE BONDS. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE AUTHORITY, THE

COMMLINITY FACILITIES DISTRICT OR THE CITY, BUT ARE LIMITED OBLIGATIONS OF

THE AUTHORITY PAYABLE SOLELY FROM THE TRUST ESTATE, DERIVED PRIMARILY

FROM DEBT SERVICE PAYMENTS ON THE LOCAL OBLIGATIONS FROM THE PAYMENT OF THE SPECIAL TAXES LEVIED WITHIN THE COMMI.INITY FACILITIES DISTRICT AS MORE FULLY DESCRIBED HEREIN.

The Communities Facilities District
General. The Communities Facilities District is located in the southeastern portion of the City, east of Placerville Road, north of White Rock Road and south of U.S. Highway 50 and consists of over 436 total gross acres, of which approximately 179.9 acres are subject to the Special Tax. The remainder is property set aside for an approximately 5.25-acre neighborhood park (with a portion of the park spanning across neighboring property outside of the Community Facilities District), an approximately 10- acre school site, additional open space, and public rights of way and infrastructure. Presently, the Community Facilities District includes properties in varying stages of development, including completed homes, homes under construction, partially-improved lots, and finished lots. Development within the Community Facilities District is expected to ultimately include atotal of 1,025 single family homes.

Formation Proceedings. The Community Facilities District was formed by the City pursuant to the Mello-Roos Act. The Mello-Roos Act was enacted by the California legislature to provide an alternative method of financing certain public capital facilities and services, especially in developing areas of the State. Any local agency (as defined in the Mello-Roos Act) may establish a community facilities district to provide for and finance the cost of eligible public facilities, development-related fees, and services. Subject to approval by two-thirds of the votes cast at an election and compliance with the other provisions of the Mello-Roos Act, a legislative body of a local agency may issue bonds for a community facilities district and may levy and collect a special tax within such district to repay such indebtedness.

Pursuant to the Mello-Roos Act, the City Council undertook proceedings to form the Community Facilities District and called an election to authorize the incurring of bonded indebtedness and authorize the levy of special taxes within the Community Facilities District. On November 14,2017, an election was held within the Community Facilities District at which the eligible voter approved the levy of special taxes in accordance with the Rate and Method of Apportionment (as defined herein). In addition, the eligible voter in the Community Facilities District authorized the issuance of bonds in an amount not to exceed $70,000,000 for the Community Facilities District. The Rate and Method of Apportionment for the Community Facilities District (the "Rate and Method of Apportionment") is included as APPENDIX A hereto and summarized herein under 'SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - Special Tax Analysis."
Property Ownership and Development Status
The property within the Community Facilities District is under development, with homes completed and sold to individual homeowners, homes under construction and being marketed to individual homeowners, finished lots and partially completed lots. As of September 15, 2022, the Taxable Property within the Community Facilities District was owned by Lennar Homes of California, LLC, a California limited liability company ("Lennar Homes"); AG Essential Housing CA 4, L.P., a Delaware limited partnership (the "Landbank"), the land bank for Lennar Homes; Anthem United Homes, Inc. ("Anthem United"); The New Home Company Northern California, LLC, a Delaware limited liability company ("TNHC Northern California" and, together with Lennar Homes and Anthem United, the "Homebuilders"); and individual homeowners. See "PROPOSED PROPERTY DEVELOPMENT- J
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Property Ownership." At full buildout, the Community Facilities District is expected to include 1,025 single family homes. To date, final maps have been approved and recorded for all Taxable Properly within the Community Facilities District, except for 1 l8 townhome lots owned by Lennar Homes.

As of September 75, 2022 (the date of value of the Appraisal), as summarized in the table immediately below, the Community Facilities District included 334 completed homes that had closed escrow to individual homeowners, an additional25 completed homes that had not yet closed escrow to individual homeowners, 136 homes under construction, 141 vacant finished lots, and 389 vacant and partially improved lots.

City of Folsom
Communities Facilities District No.20 (Russell Ranch)
Development Status as of September 1512022
Completed
Homes
Building Permits
Pulled for
Developer Properties(r)
N/A
7 53
106
t66
Homes Under
Construction
Vacant
Finished Lots
Vacant Partially
Improved Lots
Individual Homeowners
Anthem United
TNHC Northern California
Lennar Homes(2)
TOTALS
334 N/A
0 47
89 136
N/A
0 I
140
t4t
N/A
0 0
389
389
7 5
l3
359
(1) Does not include building permits pulled for the 334 homes that have closed to individual homeowners. (2) Includes lots owned by the Landbank.

Source: Lennar Homes, NBS and the Appraisal.

As of October 75,2022, for the properties expected to be developed by Lennar Homes into 631 homes, the Community Facilities District included l2 completed homes (all of which were model homes owned by Lennar Homes), 102 homes that were under construction (of which 44 were owned by Lennar Homes and 58 were owned by the Landbank), 399 vacant finished lots (of which 20 were owned by Lennar Homes and 379 were owned by the Landbank), and I 18 vacant and partially improved lots (all of which were owned by Lennar Homes).

Property Values
An appraisal of the Taxable Property (as defined in the I ocal Obligations Indenture) within the Community Facilities Dishict dated October25,2022 (the "Appraisal") was prepared by Integra Realty Resources, Sacramento, California (the "Appraiser"). The purpose of the appraisal was to estimate the aggregate value of the fee simple interest, subject to the special tax and based upon a hypothetical condition, for all of the Taxable Property within the Community Facilities District. Subject to the assumptions, hypothetical condition and limiting conditions contained in the Appraisal, the Appraiser estimated that the Taxable Property within the Community Facilities District had an estimated aggregate value of $365,671,363 as of September 15,2022. This estimated aggregate value includes $141,168,363 in assessed value for 193 homes owned by individual homeowners and $224,503,000 in appraised value for the remainder of the Taxable Property in the Community Facilities District. See "T}IE COMMUNITY FACILITIES DI STRICT-Property Values."
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Bondholders Risks
Investment in the Bonds involves a substantial degree of risk that may not be appropriate for some investors. For a discussion of certain considerations relevant to an investment in the Bonds, in addition to the other matters set forth herein, see "CERTAIN RISKS TO BONDHOLDERS." Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision.

Continuing Disclosure
The City will agree to provide certain annual financial information and operating data by not later than April 1 in each year, commencing April 1, 2023 (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events. The Annual Report and notices will be filed with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access database ("EMMA"). The specific nature of the information to be contained in the Annual Report or the notices of enumerated events is set forth in APPENDIX D-"FORMS OF CONTINUING DISCLOSURE LINDERTAKINGS." These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12.

Lennar Homes will covenant for the benefit of the Bondholders to provide certain information relating to Lennar Homes and its development within the Community Facilities District no later than March 31 and September 30 in each year, commencing March 31,2023 (the "Developer Disclosure Reports"), and to provide notices of the occulrence of certain enumerated events. The Developer Disclosure Reports and notices will be filed with EMMA. The specific nature of the information to be contained in the Developer Disclosure Reports or the notices of enumerated events is set forth in APPENDIX D-"FORMS OF CONTTNUING DISCLOSURE UNDERTAKINGS." The obligation of Lennar Homes will terminate upon the occurrence of certain events set forth in Lennar Homes' Continuing Disclosure Certificate, including when Lennar Homes owns, or has the option to purchase, Taxable Property that represents20oh or more of the Special Tax levy on all of the Taxable Property for the then current Fiscal Year.

Summaries Not Definitive
Brief descriptions of the Bonds, the Local Obligations, the security for the Bonds, the City, the Community Facilities District and the status of development within the Community Facilities District are included in this Official Statement together with summaries of certain provisions of the Bonds, the Trust Agreement, the Local Obligations Indenture and the First Supplemental Indenture. Such descriptions do not purport to be comprehensive or definitive. All references herein to the Trust Agreement, the Local Obligations Indenture or the First Supplemental Indenture are qualified in their entirety by reference to such documents, copies of which are available for inspection at the office of Trustee.

FOLSOM PLAN AREA
General Folsom Plan Area Plan of Finance
In 200 I , the City commenced plans to expand its sphere of influence area to include an area south of US Route 50. The area, known as the Folsom Plan Area is bordered to the west by Prairie City Road, the east by the Sacramento/El Dorado County boundary line, the north by US Route 50, and the south by White Rock Road. In November 2004, the citizens of the City adopted Measure W ("Measure W"), which specified certain requirements for annexing the Folsom Plan Area into the City. In June 201 1, the 5 4166-0679-1203.8 Page 267
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City adopted its Folsom Plan Area Specific Plan (the "Specific Plan"). The Local Agency Formation Commission approved the City's plan to annex the Folsom Plan Area on January 18,2012.

As described below, the Folsom Plan Area is an area of approximately 3,500 acres in the southern portion of the City that has been approved for development of approximately ll,46l units of residential development, plus 274.5 acres of commercial/industrial development (including mixed use development).

Over the build out of the property, the City has used and anticipates continuing to use community facilities districts under the Mello-Roos Act to finance a large portion of the public infrastructure required for the development, plus certain maintenance obligations of public improvements and facilities.

Two community facilities districts formed by the City to finance public infrastructure, maintenance and services benefitingthe Folsom PlanArea include Community Facilities DistrictNo. 17 (Willow Hill Pipeline) ("CFD 77") and Community Facilities District No. l8 (Folsom Plan Area - Area- Wide Improvements and Services) ("CFD 18"). CFD 17 encompasses nearly all of the property within the Folsom Plan Area, excluding approximately 190 acres bordering El Dorado County in the eastern portion of the City south of US Route50. CFD 18 encompasses all of the property within the Folsom Plan Area, overlapping all of CFD 17 andthe additional 190 acres bordering El Dorado County. The City has issued bonds for CFD l7 in the principal amount of $6,475,000, of which $5,725,000 are currently outstanding. CFD 18 is authorizedto issue up to $200,000,000 in bonds. The timing of issuance of bonds for CFD 18 is dependent upon market conditions and development within the Folsom Plan Area.

The City currently anticipates that an initial series of CFD 18 bonds will be issued to finance a portion of the Phase 2Water Facilities (as defined herein), although the timing and amount of any CFD 18 bond issuance is not yet known. See "PROPOSED PROPERTY DEVELOPMENT-Development Entitlements-Water Supply Infrastructure." The Community Facilities District represents approximately 13J% by acres of CFD 17 and approximately 12.5% by acres of CFD 18. The allocable portion of bonds previously issued for CFD 17 and any bonds to be issued for CFD 18 constitute overlapping debt. See "THE COMMLJNITY FACILITIES DISTRICT-Overlapping Debt."
Public X'acilities Financing Plan
Measure W, adopted by City of Folsom residents in November 2004, required, among other things, that residents north of US Route 50 not bear the cost for infrastructure and public facilities serving the Folsom Plan Area. The City adopted a Public Facilities Financing Plan ("PFFP") for the Folsom Plan Area on January 14,2014. The PFFP provides an overyiew of how the infrastructure required for the developrhent of the Folsom Plan Area will be financed and constructed and how various public facilities will be financed and maintained to ensure that public facilities and infrastructure will be available for the orderly development of the Folsom Plan Area without cost to the residents of the City north of US Route 50 and without an adverse impact on the service levels provided to future residents of the Folsom Plan Area.

The PFFP contemplates that the primary sources of funding for the construction of the public infrastructure and facilities in the Folsom Plan Area are community facilities districts, development impact fees collected upon permit issuance (including development impact fees of the Folsom Cordova Unified School District), direct developer financing, and matching state school grants and other school funding (including the school facilities improvement district described under "TFIE COMMUNITY FACILITIES DISTRICT-Overlapping Debt"). Subdivision improvements are not included as part of the PFFP.

On September 8, 2015, the City approved Resolution No. 9641, in which the City Council adopted a Nexus Study to collect certain impact fees for the Specific Plan to be collected in accordance with City Ordinance No. 1234. In addition, on the same date, the City approved Resolution No. 9642, in 6 4t66-0679-1203.8 Page 268
11/08/2022 Item No.12.
which the City Council adopted a Nexus Study for the Specific Plan Infrastructure Fees (the "SPIF") to be collected for the Specific Plan and in accordance with Ordinance No. 1235 and Chapter 3.130 of the Folsom Municipal Code. Most recently, on January 9,2018, the City of Folsom approved Resolution No. 10040, amending Resolution No. 9641, to adjust the initial Folsom Plan Area Development Impact Fees.

On the same date, the City approved Resolution No. 10059, adopting the Nexus Study FiscalYear 2017' l8UpdatefortheSPIF,andsettingtheupdatedinfrastructurefees. OnJuly2S,2020,theCityapproved Resolution No. 10491, in which the City adopted the Nexus Study Fiscal Year 2020-21Update for the Folsom Plan Area SPIF. On this date, the City also introduced and had the first reading for City Ordinance No. 1307, in which the City amended sections 3.130.010(JJ) and 3.130.030(EXlXc) of the Folsom Municipal Code pertaining to the SPIF Set-Aside Component of the SPIF. The SPIF Set-Aside was amended to include a new SPIF Off-Site Water Set-Aside Component to repay the City for water treatment plant costs the City had previously incurred. On August 25, 2020, the City conducted the second reading and approved Ordinance No. 1307.

Phasing of Development. For purposes of setting the PFFP costs, the City projected single family units would be sold and occupied within 13 years, multi-family low density units within 15 years, and multi-family medium and high density units within 18 years.

Backbone Infrastructure. The PFFP provides for the financing or collection of impact fees for and the construction of the backbone infrastructure required before construction in the Folsom Plan Area can proceed. Specifically, the PFFP recognizes the need for roadway improvements, on-site water system improvements, off-site water system improvements, recycled water system improvements, sanitary sewer system improvements, storm drainage system improvements, habitat mitigation, and construction of two freeway interchanges and improvements to an existing freeway interchange.

Public Facilities - Fol.som Plan Area. The PFFP describes plans for the financing of public schools, parks, transit services, trails, police and fire facilities and equipment, municipal service center, a corporation yard, solid waste facilities, a library, general capital improvements, transportation, and a community and aquatic center. The PFFP anticipates that the land for the public facilities will be dedicated to the City without cost to the City.

The Folsom Plan Area is currently being served by the existing fire resources of the City as well as other Sacramento County, El Dorado County and Placer County fire agencies through mutual aid agreements with the City. As noted in the PFFP, the City's goal is to maintain a level of service that represents a rate of 1 station per 12,000 population. The City commenced construction on the first fire station servicing the Folsom Plan Area during September 2022. The City cunently expects construction of this first fire station to last approximately 18 months and to be completed during the first quarter of 2024.

The estimated total cost of the backbone infrastructure and public facilities for the Folsom Plan Area at build-out is $876,669,484 (in2017 dollars), of which the City anticipates thata portion will be financed through the Folsom Plan Area SPIF and the issuance of bonds for CFD 18, the Community Facilities District or other community facilities districts and improvement areas. This estimate is subject to a variety of construction and market risks. The City and the Community Facilities District can provide no assurances that the overall costs will not increase, even significantly, in the future. The following table shows the breakdown of overall estimated costs for each category of improvement within the Folsom Plan Area as a whole.
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11/08/2022 Item No.12.

Infrastructure
Table 1
City of Folsom
Folsom Plan Area Public Facilities Financing Plan
Estimated Budget (2017$)
Estimated Cost Public Improvements Estimated Cost
Roadways
Dry Utility
On-Site Water
Off-Site Potable Water
Recycled Water
Wastewater (Sewer)
Storm Drainage
Habitat Mitigation
Total:
$270,335,001
32,476,778
54,966,951
41,655,691
10,931,440
21,434,147
6s,467,614
6,978,281
Public schools(r)(2)
Parks
Transit Services
Housing Trust(2)
Trails
Fire Facilities and Equipment
Police Facilities and Equipment
Municipal Service Center
Corporation Yard
Solid Waste
Branch Library
Community and Aquatic Cenrcr(3)
General Capital
Transportation(2)
Total:
$134,2s0,000
74,116,000
17,129,000
39,680,000
14,420,000
12,736,582
5,843,000
5,434,000
8,020,000
5,542,000
2,833,000
37,860,000
13,800,000
760,000
s504,245902
$372,423,582
(1) Assumed no active-adult units in calculation of estimated school fee revenue. Certain developments within the Folsom Plan Area are expected to include active-adult units.
(2) Based on estimated fee revenue generated from existing fee programs. (3) Community and Aquatic Center was not included in the Nexus Study Update. Estimated cost based on original PFFP costs in 2013 dollars increasedby 3.02%o, similar to the cost increases for the Folsom Plan Area Specific Plan Stand Alone Fee facilities included in the Nexus Study Update.

Source: Folsom Specific Plan Infrastructure Fee Nexus Study Fiscal Year 2017-2018 Update ("Nexus Study Update"); City of Folsom; EPS.

Development within the Folsom Plan Area, including within the Community Facilities District, is dependent upon completion of certain of the above described infrastructure. For more information on status of construction of improvements and development necessary for development to occur within the Community Facilities District, see "PROPOSED PROPERTY DEVELOPMENT." See also "TI{E COMMLINITY FACILITIES DISTRICT-Overlapping Debt."
Folsom Plan Area I)evelopment
The Folsom Plan Area is comprised of approximately 3,500 acres zoned for 11,460 residential units and 2.8 million square feet of commercial, office and industrial space. Through multiple acquisitions beginning in 2012, affiliates of Westland Capital Partners, L.P. ("Westland") acquired nearly 2,400 acres within the Folsom Plan Area, including approximately 8,350 dwelling units, 1.2 million square feet of commercial, office and industrial space, as well as several sites for elementary, middle and high schools.

Since development began in May 2017, Westland affiliates have invested more than $250 million into backbone infrastructure and subdivision improvements to support the development of nearly 3,000 single-family dwelling units, as well as three separate sites for multifamily development. Many of the region's largest public and private homebuilders have been actively building in the Folsom Plan Area, including Lennar Homes, Taylor Morrison, Tri Pointe Homes Holdings, KB HOME Sacramento, Beazer Homes Holdings, Meritage Homes, Richmond American, The New Home Company, Signature Homes, Van Daele Homes, A.G. Spanos Company, Toll Brothers West, and St. Anton Communities. 8 4166-0679-1203.8 Page 270
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Affiliates of Pacific Coast Capital Partners ("PCCP"), known as the Eagle group of companies ("Eagle"), own a majority of the non-residential land uses in the Folsom Plan Area. In two separate transactions, Eagle sold 40-acre development parcels to Dignity Health and UC Davis Health, two of the region's major healthcare providers, for hospital and medical campus facilities. Development for the Dignity Health campus began in202l, and significant investments in land development have been made there. The UC Davis Health property is planned to commence development in 2023.

The Folsom Plan Area is widely considered to be the premier master-planned community in the Sacramento region. In 2021 alone, over 900 building permits were issued in the Folsom Plan Area, and homebuilders have enjoyed sustained demand and pricing power as they continue to build out some of the most attractive housing in Northern California.

PLAN OF FINANCE
Facilities to be Financed
The Bonds are issued for the purpose of providing funds to purchase the Local Obligations. The Local Obligations are being issued to finance the acquisition of certain public capital improvements more particularly described in the Resolution of Formation adopted by the City Council of the City on November 14, 2017. The City entered into an acquisition and shortfall agreement (the "Acquisition Agreement") with TNHC Russell Ranch LLC, a Delaware limited liability company (the "Original Master Developer"), as the original developer of the Community Facilities District, wherein the City agreed to use a portion of the proceeds of the Local Obligations to finance the acquisition from the Original Master Developer of those facilities set forth in the Acquisition Agreement. Such facilities consist of certain transportation improvements, water system improvements, drainage and storm drain system improvements, wastewater system improvements, park, parkway, open space, and preserve improvements, and any other improvements payable from the Specific Plan Infrastructure Fee program (collectively, the "Facilities"). Pursuant to an assignment and assumption agreement between the Original Master Developer and the Landbank, the Original Master Developer assigned its interests and delegated its duties under the Acquisition Agreement to the Landbank. Construction of the Facilities is required for development within the Community Facilities District to be completed, and Lennar Homes is responsible for completing the remaining Facilities. [Proceeds from the Local Obligations are expected to finance some, but not all, of the Facilities eligible to be financed within the Community Facilities District.l

THE BONDS
General
The Bonds are secured by a pledge of amounts paid with respect to the Local Obligations. The Local Obligations are secured by a pledge of Special Taxes levied against Taxable Property within the Community Facilities District, net of Priority Administrative Expenses. See "DEBT SERVICE SCHEDULE" and "SECURITY AND SOURCES OF PAYMENT FOR TIIE BONDS." The Local Obligations are secured by a pledge of Special Taxes (net of Priority Administrative Expenses) on parity with the 2018 CFD Obligations and any Additional Local Obligations (defined below).

The Local Obligations Indenture establishes a Local Obligation Reserve Fund and a Local Obligations Reserve Account therein with respect to the Local Obligations. Amounts available from the Local Obligations Reserve Account are available to pay debt service on the Local Obligations. The Local Obligations Indenture requires the funding of separate debt service reserve accounts for the Local Obligations and any Additional Local Obligations, each of which may be used only to pay the principal of 9 4166-0679-1203.8 Page 271
11/08/2022 Item No.12.
and interest on the related series of special tax bonds issued under the Local Obligations Indenture. There is no reserye fund with respect to the Bonds. Amounts available from the Local Obligations Reserve Account are not available to cure a deficiency generally in the Trust Estate to make debt service payments on the Bonds.

Description of the Bonds
General. The Bonds will be dated their date of delivery and mature on September l, as set forth on the inside front cover page hereof (each, a "Principal Payment Date"). Interest is payable semiannually on March I and September 1 of each year, commencing March 1, 2023 (each, an "Interest Payment Date").

The Bonds will be issued as fully registered bonds, without coupons, in denominations of $5,000, or any integral multiple thereof. The Bonds will be issued in book-entry only form and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds. So long as the Bonds are in book-entry only form, principal of and redemption premium, if any, on the Bonds will be payable to DTC or its nominee, who will in turn remit such payments to DTC Participants for subsequent disbursement to the Beneficial Owners. See APPENDIX F-"DTC AND THE BOOK-ENTRY ONLY SYSTEM.' Principal of, and redemption premium, if any, on the Bonds is payable at the corporate trust office of the Trustee. Interest on the Bonds will be paid only to the registered owners as shown on the Trustee's books as of the fifteenth day of the calendar month next preceding each Interest Payment Date (the "Record Date"), except that in the case of an owner of $1,000,000 or more in aggregate principal amount of Bonds outstanding, payment will be made at the owner's option by wire transfer of immediately available funds to an account in a bank or trust company or savings bank that is a member of the Federal Reserve System and that is located in the continental United States of America according to instructions provided by such owner to the Trustee and received no later than the Record Date for such Interest Payment Date.

The Bonds are special, limited obligations of the Authority. The Bonds are payable solely from and secured by the Trust Estate of the Authority pledged under the Trust Agreement, consisting primarily of payments received by the Authority from the City under the Local Obligations, which payments are secured by a lien of the Special Taxes (defined herein) (net of Priority Administrative Expenses) levied upon property within the Community Facilities District, as more fully described herein. See "SECURITY AND SOURCES OF PAYMENT FOR TI{E BONDS."
Payments under the Local Obligations are calculated to be sufficient to permit the Authority to pay the principal of, and interest on, the Bonds when due. Pursuant to the Local Obligations Indenture, a Local Obligations Reserve Account is established for the Local Obligations. Amounts available from the Local Obligations Reserve Account are not available to cure a deficiency in the Trust Estate available to pay debt service of the Bonds. See "SECUzuTY AND SOURCES OF PAYMENT FOR THE BONDS- Terms of the Local Obligations-Local Obligations Reserve Account." No Additional Bonds under the Trust Agreement The Trust Agreement does not permit the Authority to issue any additional bonds on parity with the Bonds. However, subject to certain conditions contained in the Local Obligations Indenture, the City may at any time, but only for refunding purposes, issue bonds (the "Additional Local Obligations") payable from the net proceeds of the Special Tax (after payment of Priority Administrative Expenses) on parity with the Local Obligations and the 2018 CFD Obligations. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - Terms of the Locaf Obligations - Additional Local Obligations."
4166-0679-t203.8
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11/08/2022 Item No.12.

Redemption Provisions.

Optional Redemption. The Bonds are subject to optional redemption by the Authority prior to their respective maturity dates as a whole or in part on any date on or after 20_, from any source of available funds other than Minimum Sinking Fund Payments and Special Tax Prepayments, at the following redemption prices (computed upon the principal amount of the Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on any date on or after
through _,20-;
20 702Yo if redeemed on any date from
-,20-
through 20-;
101% if redeemed on any date from
-,20-
through 20-; and
100% if redeemed on
-,20-and
any date thereafter
Extraordinar.v Redemption from Prepqtment o-f Special Taxes The Bonds are subject to extraordinary redemption by the Authority prior to their respective maturity dates, as a whole or in part on any Interest Payment Date on or after 20 solely from funds derived from the extraordinary redemption of Local Obligations from Special Tax Prepayments, at the following redemption prices (computed upon the principal amount of the Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on any Interest Payment Date on or after ,20 through
-,20-;
l02o/o if redeemed on any Interest Payment Date on ,20- and _,20-;
101% if redeemed on any Interest Payment Date on 20
and 20-; and
i00% if redeemed on
Date thereafter.
20_and any Interest Payment
Prepayments from prepaid Special Taxes could be made by any of the owners of any of the property with'in the Community Facilities District, including the Homebuilders and the Landbank, any itnir Alvetopers or homebuilders owning Taxable Properly in the Community Facilities District or any individual owner; and they could also be made from the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. The resulting redemption of Bonds inui *-"r" purchased at a price greater than the applicable redemption price could reduce the otherwise expected yield on such Bonds. See "CERTAIN RISKS TO BONDHOLDERS-Potential Early Redemption of Bonds from Prepaid Special Taxes."
* Preliminary, subject to change.
4166-0679-1203.8
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11/08/2022 Item No.12.

Mandator.v Sinking Fund Redemption of Bonds. The Bonds maturing on September 1,20- are subject to mandatory redemption in part on September 1 of each year commencing September 1,20-, at a redemption price equal to one hundred percent (100%) of the principal amount thereof called for redemption together with accrued interest thereon to the date fixed for redemption:

Minimum Sinking Fund
Payment Date Bonds
Minimum Sinking Fund Payment(September 1)
$
t Maturity
The Bonds maturing on September 1,20- are subject to mandatory redemption in part on September I of each year commencing September 1,20-, at a redemption price equal to one hundred percent (100%) of the principal amount thereof called for redemption together with accrued interest thereon to the date fixed for redemption:

Minimum Sinking Fund
Payment Date
(September 1)
Bonds
Minimum Sinking Fund Payment
$
t
t Maturity
If the Bonds subject to mandatory redemption are redeemed in part prior to their stated maturity date other than from Minimum Sinking Fund Payments, the Minimum Sinking Fund Payments for such Bonds shall be reduced proportionately by the principal amount of such Bonds so redeemed.

Redemption Instructions. Upon any prepayment of a Local Obligation, the Authority shall deliver to the Trustee a Written Order of the Authority designating the amounts and maturities of the Bonds to be redeemed, which shall be in the manner necessary to enable the Authority to deliver a Cash Flow Certificate satisf,ing the requirements described below. In the event only a portion of the Outstanding Bonds of any maturity are to be redeemed at any one time, the Trustee shall select the particular Bonds of each maturity date to be redeemed in accordance with DTC procedures (which, atthe time of the issuance of the Bonds, would be a redemption by lot) or, if the Bonds are not then in book- entry, in a manner that it deems appropriate and fair. The Trustee shall redeem Bonds in Authorized Denominations.

Upon any redemption of a portion but not all of the Outstanding Bonds, the Authority shall deliver to the Trustee a Cash Flow Certificate to the effect that, assuming all payments are made with respect to the Local Obligations, (i) the Revenues, together with moneys on deposit in other funds and accounts held under the Trust Agreement, will be sufficient to pay all Principal Installments, Minimum Sinking Fund Payments and interest payments on the Bonds when due; and (ii) the redemption premiums, if any, on the Local Obligations, together with other Revenues available to the Trustee for such purpose, are sufficient to offset any difference between the interest to accrue on the Bonds to be paid or redeemed with the proceeds of prepayment of such Local Obligations (plus any redemption premium payable upon 4166-0619-1203.8
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11/08/2022 Item No.12.
redemption of such Bonds) and the income to be earned on any investment of such proceeds (assured as of the date of payment thereof), in each case until the date of payment or redemption of Bonds, such that in no event will the prepayment of Local Obligations cause the Trustee to have insufficient funds to pay debt service on the Bonds when due. In no event shall Bonds be redeemed if upon such redemption the principal amount of the Local Obligations remaining outstanding will be less than the total principal amount of Outstanding Bonds. Such Written Order of the Authority may specifu that optional redemption of the Bonds will be conditioned upon receipt of funds or other events.

Notice qf Redemption Subject to receipt of the Written Order of the Authority described under "-Redemption Instructions," the Trustee shall give notice of redemption; provided, that Bonds, identified by CUSP numbers, serial numbers and maturity date, have been called for redemption and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof that has been called for redemption (or if all the Outstanding Bonds are to be redeemed, so stating, in which event such serial numbers may be omitted), that they will be due and payable on the date fixed for redemption (speciffing such date) upon sunender thereof to the Trustee at its Corporate Trust Office, subject to any conditions to such redemption specified in the Written Order of the Authority, at the redemption price (specifl;ing such price), together with any accrued interest to such date, and that all interest on the Bonds (or portions thereof) so to be redeemed will cease to accrue on and after such date and that from and after such date such Bond (or such portion thereof) shall no longer be entitled to any lien, benefit or security under the Trust Agreement, and the Owner thereof shall have no rights in respect of such redeemed Bond or such portion except to receive payment from such money of such redemption price plus accrued interest to the date fixed for redemption. If sufficient monies for the payment of the redemption price of all Bonds to be redeemed are not then on deposit with the Trustee, such notice shall also state that redemption is conditioned upon the timely deposit of sufficient funds therefor with the Trustee.

Such notice shall be mailed by first class mail, in a sealed envelope, postage prepaid, at least thirty (30) but not more than sixty (60) days before the date fixed for redemption, to the Owners of such Bonds (or portions thereof) so called for redemption, at their respective addresses as the same shall last appear on the Bond Register; provided, that neither the failure of an Owner to receive notice of redemption of Bonds nor any error in such notice shall affect the validity of the proceedings for the redemption of Bonds.

Any notice of optional redemption may be rescinded by written notice given by the Authority to the Trustee no later than 3 Business Days prior to the date specified for redemption. The Trustee shall give notice of rescission of the notice of optional redemption or non-satisfaction of any conditions specified in the notice of optional redemption as soon as practicable to the same parties and in the same manner as the notice of redemption was given.

So long as the Bonds are in book-entry only form, notices of redemption will be given directly by the Trustee to DTC and not to the Beneficial Owners of the Bonds. See APPENDIX F-"DTC AND THE BOOK-ENTRY ONLY SYSTEM."
Purchase in Lieu of Redemptiol. In lieu of redemption of any Bond, amounts on deposit in the Proceeds Fund, the Principal Fund or in the Redemption Fund may be used and withdrawn by the Trustee at any time prior to a notice of redemption having been delivered, upon a Written Order for the purchase of such Bonds at public or private sale as and when and at such prices as the Authority may in its discretion determine, but not in excess of the lower of the highest or then current redemption price thereof plus accrued interest to the purchase date; and all Bonds so purchased shall be delivered to the Trustee for cancellation.
4166-0679-1203.8
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11/08/2022 Item No.12.

Pa:tment of Redeemed Bonds. If notice of redemption has been given and not rescinded and if the conditions to such redemption specified therein, if any, have been satisfied, each as provided in the Trust Agreement, the Bonds or portions thereof called for redemption will become irrevocably due and payable on the date fixed for redemption at the redemption price thereof, together with accrued interest to the date fixed for redemption, upon presentation and surrender of the Bonds to be redeemed at the office specified in the notice of redemption. If less than the full principal amount of a Bond is called for redemption, the Authority is required to execute and deliver and the Trustee is required to authenticate, upon surrender of such Bond, and without charge to the Owner thereof, Bonds of like interest rate and maturity in an aggregate principal amount equal to the unredeemed portion of the principal amount of the Bonds so surrendered in such Authorized Denominations as specified by the Owner' If any Bond or any portion thereof has been duly called for redemption and payment of the redemption price, together with unpaid interest accrued to the date fixed for redemption, has been made or provided for by the Authority, then interest on such Bond or such portion will cease to accrue from such date, and from and after such date such Bond or such portion will no longer be entitled to any lien, benefit or security under the Trust Agreement, and the Owner thereof will have no rights in respect of such Bond or such portion except to receive payment of such redemption price, and unpaid interest accrued to the date fixed for redemption.

ESTIMATED SOURCES AND USES OF'F'UIIDS
The proceeds from the sale of the Bonds will be used to purchase the Local Obligations. The proceeds of the Local Obligations in turn will be used to finance acquisition of certain of the Facilities, fund capitalized interestthrough September 1,2023, and pay costs of issuance of the Local Obligations and the Bonds. The following table sets forth the estimated sources and uses of the funds as allocated to the Bonds:

Sources ofFunds
Principal Amount
[P lus/Les sJ: [Net] Original Issue fPremium/Discount]
Total Sources
Uses ofFunds
Acquisition and Construction Fund
Underwriter's Discount
Deposit to Local Obligations Reserve Account(l)
Depo sit to Local Obl i gations Capitalized Interest Account(2) Deposit to Costs of Issuance Fund(3)
Total Uses
(r) A portion of the purchase price of the Local Obligations will be deposited into the Local Obligations Reserve Account for the Local Obligations. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." (2) To pay interest on the Local Obligations and, in tum, the Bonds, through September 1,2023. (3) A portion of the purchase price of the Local Obligations will be used to pay costs of issuance including fees of Bond Counsel and the Municipal Advisor, the initial fees of the Trustee, noncontingent fees of the Appraiser, printing costs and other miscellaneous expenses.

IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
$
$
$
$
4166-0679-1203.8
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11/08/2022 Item No.12.

DEBT SERVICE SCHEDULE
The annual scheduled debt service for the Bonds and the 2018 CFD Obligations, assuming no early redemption other than from mandatory sinking fund installments, is set forth in Table 2A below.

The Local Obligations are sized to provide 100% of the debt service on the Bonds when due and have the same principal amortization as the Bonds. The Local Obligations will be issued with an annual scheduled debt service that, when combined with the scheduled debt service for the 2018 CFD Obligations, results in at least 7l0o/o annual debt service coverage from the Maximum Special Tax based on the development status of the Taxable Property as of September 15, 2022, net of Priority Administrative Expenses (defined below). The City may issue Additional Local Obligations on parity with the Local Obligations and the 2018 CFD Obligations only in accordance with the Local Obligations Indenture and only for refunding purposes for so long as the Local Obligations are Outstanding. See "SECURITY AND SOURCES OF PAYMENT FOR TI{E BONDS - Terms of the Local Obligations - Additional Local Obligations;' Table 2A
Folsom Ranch Financing Authority
City of Folsom Community Facilities District No.20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022
Debt Service Schedule.

Payment Ending
(September 1)
2018 CFD Obligations Series 2022 Series 2022
Debt Service Principal Interest
Total Series 2022
Debt Service
Total Debt
Service
20230)
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
ToTAL
Totals may not foot due to independent rounding.- Preliminary, subject to change. (1 ) Local Obligations debt service capitalized through September l, 2023 .

Source: Piper Sandler & Co. for the Bonds; Trustee for the 2018 CFD Obligations' 4166-0679-1203.8
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11/08/2022 Item No.12.

The following table shows the expected debt service coverage for the Bonds for calendar year 2024,taking into account the debt service on both the Local Obligations and the 2018 CFD Obligations for that year, based on the projected Fiscal Year 2023^24 revenues from the Maximum Special Tax for all Taxable Property in the Community Facilities District, net of Priority Administrative Expenses in the amount of $22,082.

Table 28
City of Folsom Community Facilities District No.20 (Russell Ranch) X'iscal Year 2023-24
Debt Service and Debt Service Coverage - Local Obligations and 2018 CFD Obligations Fiscal Year
Maximum
Special Tax
Revenue(l)
Priority
Administrative
ExPense(2)
2018 CFD Local
Obligations Obligations
Net Maximum Debt Debt Total CFD
CFD Debt
Service
CoverageSpecial Tax Revenue
$1,54r,822
Service Service Debt Service
2023-24 $1,563,904 s22,082 $773,9s0 $626,48r $1,400,43 r 110.rvo (r) The Maximum Special Tax Rates escalate annually at2%o. (2) The Priority Administrative Expense amount was established at $20,000 for Fiscal Year 2018-19 and escalates annually at2Yo.

Source: Piper Sandler & Co. for Local Obligations debt service figures; Trustee for 20 1 8 CFD Obligations debt service figures; NBS for all other amounts.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
The Bonds are secured by a lien on and pledge of the Trust Estate, consisting primarily of payments received by the Authority from the City under the Local Obligations, which payments are secured by Special Taxes (net of Priority Administrative Expenses) levied upon property within the Community Facilities District and received by the City.

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COMMI.INITY FACILITIES DISTzuCT, THE AUTHORITY, THE STATE OF CALIFORNIA OR

ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF TTIE BONDS. THE AUTHORITY HAS NO TAXING POWER. EXCEPT FOR THE TRUST ESTATE, NO OTHER REVENUES OR TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE

BONDS ARE NOT GENERAL OBLIGATIONS OF THE AUTHORITY, THE COMMLINITY

FACILITIES DISTRICT OR CITY, BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY

PAYABLE SOLELY FROM THE TRUST ESTATE, DERIVED PRIMARILY FROM PAYMENTS ON

THE LOCAL OBLIGATIONS FROM THE PAYMENT OF THE SPECIAL TAXES LEVIED WITHIN THE COMMUNITY FACILITIES DISTRICT AS MORE FULLY DESCRIBED HEREIN.

The Trust Agreement does not permit the Authority to issue any additional bonds on parity with the Bonds. However, subject to certain conditions contained in the Local Obligations Indenture and only for refunding purposes so long as the Local Obligations are Outstanding, the City may at any time issue Additional Local Obligations payable from the net proceeds of the Special Tax (after payment of Priority Administrative Expenses) on parity with the Local Obligations and the 2018 CFD Obligations. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS-Terms of the Local Obligations- Additional Local Obligations."
General
The Trust Estate consists of the Revenues, the amounts in certain of the funds established and held under the Trust Agreement, and the Local Obligations. The Revenues consist of amounts received by the Trustee as the payment of interest on, or the equivalent thereof, and the payment or return of 4166-06',79-1203.8
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11/08/2022 Item No.12.
principal of, or redemption premiums, if any, on, or the equivalent thereof, the Local Obligations, whether as a result of scheduled payments, or redemption premiums, Special Tax Prepayments or remedial proceedings taken in the event of a default thereon, and all investment earnings on any money held in the Funds held under the Trust Agreement (except the Rebate Fund).

The principal of and the interest on the Local Obligations are payable from the annual Special Taxes levied and to be collected on all real property within the Community Facilities District subject to the Special Taxes and the proceeds, if any, from the sale ofsuch property for delinquency ofsuch Special Taxes, after payment of the Priority Administrative Expenses. The Local Obligations are secured by a pledge on the Special Taxes (net of Priority Administrative Expenses) on parity with the pledge of such Special Taxes for the 2018 CFD Obligations and any Additional Local Obligations issued under the Local Obligations Indenture. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS- Payment of the Local Obligations" and "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS-Terms of the Local Obligations."
The City may not issue indebtedness payable from the Special Taxes except as provided in the Local Obligations Indenture. See APPENDIX C-"SUMMARY OF PRINCIPAL DOCUMENTS- SUMMARY OF THE LOCAL OBLIGATIONS INDENTURE-Authorization and Issuance of Bonds- Additional Bonds; Subordinate Bonds." The City has, however, formed CFD 17, which has issued bonds secured by special taxes with a co-equal lien on property within the Community Facilities District and has formed CFD 18, which is authorized to issue bonds secured by special taxes with a co-equal lien on property within the Community Facilities District. See "FOLSOM PLAN AREA." The Authorrty, the Community Facilities District and the City have no control over the amount of additional debt payable from taxes or assessments on all or any portion of the property within the Community Facilities District that may be issued in the future by other governmental entities or districts having jurisdiction over all or a portion of the land within the Community Facilities District. To the extent such debt is payable from other assessments or special taxes levied pursuant to the applicable law, such assessments or special taxes may have a lien on the property within the Community Facilities District on parity with the lien of the Special Taxes.

Flow of Funds
Receipt and Deposit of Revenues. As noted above, Revenues consist of amounts received by the Trustee as the payment of interest on, or the equivalent thereof, and the payment or return of principal of, or redemption premiums, if any, on, or the equivalent thereof, all Local Obligations, whether as a result of scheduled payments, or redemption premiums, Special Tax Prepayments or remedial proceedings taken in the event of a default thereon, and all investment earnings on any money held under the Trust Agreement (except the Rebate Fund). All Revenues, other than Revenues derived from the early redemption of Local Obligations from Special Tax Prepayments received by the Trustee from the Authority, will be deposited into the Revenue Fund. On each Interest Payment Date and each Principal Payment Date, the Trustee will transfer Revenues from the Revenue Fund, in the amounts required in the order of priority as set forth below, with the requirements of each fund being fully satisfied, leaving no deficiencies therein, prior to any deposit into any fund later in priority:

First: To the Interest Fund, an amount of Revenues which together with amounts on deposit therein, is equal to the interest due and payable on the Bonds due on such Interest Payment Date;
Second: To the Principal Fund (i) on each Principal Payment Date from the Revenue Fund an amount of Revenues which, together with any amounts then on deposit in the Principal Fund (other than amounts previously deposited on account of any 4166-06'79-1203.8
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11/08/2022 Item No.12.

Bonds which have matured but which have not been presented for payment) is sufficient to pay the Principal Installments on the Bonds due on such Principal Payment Date and (ii) on each September I on which a Minimum Sinking Fund Payment is required to be made (for deposit in the Sinking Fund Account) from the Revenue Fund an amount of Revenues which is equal to the Minimum Sinking Fund Payment due and payable on such date. On each Principal Payment Date, the Trustee shall pay the principal or redemption price due and payable on the Bonds on such date from the Principal Fund.

Following such deposits, any remaining money in the Revenue Fund is required to be transferred to the Local Obligations Trustee for application under the Local Obligations Indenture. For additional information regarding the Flow of Funds, see "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS-Local Obligations Flow of Funds."
Revenues Derived from Special Tax Prepayments. All Revenues derived from early redemption of Local Obligations from Special Tax Prepayments received by the Trustee will be immediately deposited into the Redemption Fund to be applied to the extraordinary redemption of Bonds. See "THE BoNDs-Redemption Provisions-Extraordinary Redemptionfrom Prepayment of Special Taxes." Description of Local Obligations
The City will issue the Local Obligations in the principal amount of $11,000,000-. The Local Obligations are secured solely by the Special Taxes (net of Priority Administrative Expenses) levied upon certain real property within the Community Facilities District and proceeds of foreclosure sales in the Community Facilities District.

The pledge of Special Taxes (net of Priority Administrative Expenses) levied within the Community Facilities District is on parity with the pledge thereof securing the 2018 CFD Obligations and any Additional Local Obligations issued under the Local Obligations Indenture. The City may issue Additional Local Obligations secured on parity with the pledge of the Special Taxes (net of Priority Administrative Expenses) within the Community Facilities District only in accordance with the Local Obligations Indenture and only for refunding purposes for so long as the Local Obligations are Outstanding. See APPENDIX C-"SUMMARY OF PRINCIPAL DOCUMENTS-SUMMARY OF THE LOCAL OBLIGATIONS INDENTURE-Authorization and Issuance of Bonds-ldditional Bonds; Subordinate Bonds."
A description of the Community Facilities District is set forth under the caption, .'THE COMMUNITY FACILITIES DISTRICT. "
Issuance of Local Obligations
The Local Obligations are authorized pursuant to the Mello-Roos Act and are issued under a resolution of the City Council of the City, as legislative body of the Community Facilities District and the Local Obligations Indenture. The Mello-Roos Act was enacted by the State Legislature to provide an alternate method of financing certain essential public capital facilities and services, especially in developing areas of the State. Subject to approval by a two-thirds vote of qualified electors and compliance with the provisions of the Mello-Roos Act, a legislative body of a local agency may issue bonds for a community facilities district and may levy and collect a special tax within such district to repay such indebtedness.
* Preliminary, subjectto change.
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11/08/2022 Item No.12.

The Local Obligations constitute special tax obligations of the City payable as to both principal and interest from the annual Special Tax (after payment of the City's Priority Administrative Expenses) to be levied by the City on land within the Community Facilities District, including proceeds from the sale of property within the Community Facilities District collected as result of foreclosure of the lien of the Special Taxes and certain funds and accounts held under the Local Obligations Indenture. The City's sole recourse in the event of a delinquency or failure to pay Special Taxes on a particular parcel is to institute foreclosure proceedings with respect to that parcel. However, the City is not obligated under the Local Obligations Indenture to enforce the lien of any delinquent installment of the Special Tax for any Fiscal Year in which the City has received one hundred percent ( I 00%) of the amount of such installment from the County pursuant to the Teeter Plan. See "SECUzuTY AND SOURCES OF PAYMENT FOR THE BONDS-Covenant for Foreclosure" and "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS-The Teeter Plan" herein.

Payment of the Local Obligations
The Local Obligations constitute the limited obligations of the City payable as to both principal and interest from the annual Special Tax (net of Priority Administrative Expenses) levied by the City on Taxable Property within the Community Facilities District, including proceeds from the sale of properly within the Community Facilities District collected as a result of foreclosure of the lien on the Special Taxes and certain funds and accounts held under the Local Obligations Indenture. The City's sole recourse in the event of a delinquency or failure to pay Special Taxes on a particular parcel is to institute foreclosure proceedings with respect to that parcel.

The term "Priority Administrative Expenses" means an amount equal to (a) for Fiscal Year 2018- 19, $20,000, and (b) for any subsequent Fiscal Year, the amount resulting from increasing the Priority Administrative Expenses on each July l, from and including the July I immediately following the end of the then current Fiscal Year to and including the July 1 in such Fiscal Year by 2%o of the amount in effect for the previous Fiscal Year.

THE LOCAL OBLIGATIONS ARE SPECIAL TAX OBLIGATIONS OF THE COMMUNITY

FACILITIES DISTRICT, AND THE INTEREST ON AND PRINCIPAL OF AND REDEMPTION

PREMIUMS, IF ANY, ON THE LOCAL OBLIGATIONS ARE PAYABLE SOLELY FROM THE

PROCEEDS OF THE SPECIAL TAX (TNCLUDING ANY PREPAYMENTS THEREOF AND PROCEEDS FROM THE SALE OF PROPERTY COLLECTED PURSUANT TO TI{E

FORECLOSURE PROVISIONS OF THE LOCAL OBLIGATIONS INDENTURE FOR THE DELINQUENCY OF THE SPECIAL TAX), NET OF PRIOzuTY ADMINISTRATIVE EXPENSES

AND AMOLINTS IN CERTAIN FLTNDS AND ACCOUNTS ESTABLISHED IN THE LOCAL

OBLIGATIONS INDENTURE, AND THE CITY IS NOT OBLIGATED TO PAY THE LOCAL OBLIGATIONS EXCEPT FROM SUCH FLINDS. THE GENERAL FTIND OF THE CITY AND THE

FUNDS OF THE COMMLTNITY FACILITIES DISTRICT ARE NOT LIABLE, AND NE,ITHER THE

FULL FAITH AND CREDIT OF THE COMMLTNITY FACILITIES DISTRICT NOR THE CITY ARE

PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR PRINCIPAL OF OR REDEMPTION PREMIUMS, IF ANY, ON THE LOCAL OBLIGATIONS. NO TAX OR ASSESSMENT OTHER

THAN THE SPECIAL TAX SHALL EVER BE LEVIED OR COLLECTED TO PAY THE INTEREST

ON OR PRINCIPAL OF OR REDEMPTION PREMIUMS, IF ANY, ON THE LOCAL OBLIGATIONS. THE LOCAL OBLIGATIONS ARE NOT SECURED BY A LEGAL OR

EQUITABLE PLEDGE OF OR CHARGE, LIEN OR ENCUMBRANCE UPON ANY PROPERTY OF

THE COMMLINITY FACILITIES DISTRICT OR ANY OF ITS INCOME OR RECEIPTS EXCEPT

THE PROCEEDS OF THE SPECIAL TAX (INCLUDING ANY PREPAYMENTS THEREOF AND

PROCEEDS FROM THE SALE OF PROPERTY COLLECTED PURSUANT TO THE

FORECLOSURE PROVISIONS OF THE LOCAL OBLIGATIONS INDENTURE FOR THE 4166-0679-t203.8
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11/08/2022 Item No.12.

DELINQUENCY OF THE SPECIAL TAX), NET OF PRIORITY ADMINISTRATIVE EXPENSES,

AND AMOLTNTS IN CERTAIN FUNDS AND ACCOUNTS ESTABLISHED IN THE LOCAL

OBLIGATIONS INDENTURE, AND NEITHER THE PAYMENT OF THE INTEREST ON OR

PRINCIPAL OF OR REDEMPTION PREMIUMS, IF ANY, ON THE LOCAL OBLIGATIONS IS A

GENERAL DEBT, LIABILITY OR OBLIGATION OF TIIE CITY OR THE COMMUNITY FACILITIES DISTRICT. THE LOCAL OBLIGATIONS DO NOT CONSTITUTE AN

INDEBTEDNESS OF THE CITY OR THE COMMTINITY FACILITIES DISTRICT WITHIN THE

MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION, AND NEITI{ER THE CITY COUNCIL NOR THE COMMUNITY FACILITIES

DISTRICT NOR ANY OFFICER OR EMPLOYEE THEREOF SHALL BE LIABLE FOR THE

PAYMENT OF THE INTEREST ON OR PRINCIPAL OF OR REDEMPTION PREMIUMS, IF ANY,

ON THE LOCAL OBLIGATIONS OTHERWISE THAN FROM THE PROCEEDS OF THE SPECIAL

TAX (INCLUDING ANY PREPAYMENTS THEREOF AND PROCEEDS FROM THE SALE OF

PROPERTY COLLECTED PURSUANT TO THE FORECLOSURE PROVISIONS OF THE LOCAL

OBLIGATIONS INDENTURE FOR THE DELINQUENCY OF THE SPECIAL TAX), NET OF PRIORITY ADMINISTRATIVE EXPENSES, AND AMOUNTS IN CERTAIN FL]NDS AND ACCOUNTS ESTABLISHED IN THE LOCAL OBLIGATIONS INDENTURE.

Although the Special Tax will constitute 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 "CERTAIN RISKS TO BONDHOLDERS-Collection of Special Tax." Local Obligations Flow of tr'unds
Aonlication of Tax Fund. Pursuant to the Local Obligations Indenture, the City agrees and covenants that it will deposit the Special Tax proceeds in the Community Facilities Fund, which fund is established in the treasury of the City. All money in the Community Facilities Fund shall be used and withdrawn by the City solely for the benefit of the City in accordance with the Mello-Roos Act, including payment of Expenses. Pursuant to the Local Obligations Indenture, the City further agrees and covenants that, after payment of Priority Administrative Expenses, it will transfer to the Local Obligations Trustee from the Community Facilities Fund amounts sufficient and in sufficient time for the Local Obligations Trustee to make the transfers required by it, and the Local Obligations Trustee shall deposit such proceeds as and when received in the Special Tax Fund. All money in the Special Tax Fund is required to be set aside by the Local Obligations Trustee in the following respective special accounts and fund within the Special Tax Fund in the following order of priority, and all money in each of such accounts and fund shall be applied, used and withdrawn only for the purposes specified in the Local Obligations Indenture:
(l) Redemption Account;
(2) Local Obligations Reserve Fund; and
(3) Expense Account.

Redemption Account On or before March I and September 1 in each year, the Local Obligations Trustee shall, from the money in the Special Tax Fund, transfer to and deposit in the Redemption Account an amount of money equal to the aggregate amount of interest becoming due and payable on all Outstanding Local Obligations,2018 CFD Obligations and any Additional Local Obligations on such March 1 or September l, as the case may be, and on or before September 1 in each year, the Local Obligations Trustee shall, from the then remaining money in the Special Tax Fund, transfer to and deposit 4166-0679-t203.8
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11/08/2022 Item No.12.
in the Redemption Account an amount of money equal to the aggregate amount of principal becoming due and payable on all Outstanding serial Local Obligations, 2018 CFD Obligations and any Additional Local Obligations on such September I plus all Minimum Sinking Fund Account Payments required to be made on such September 1 into the Sinking Fund Subaccount; provided, that all of the aforesaid payments shall be made without priority of any payment over any other payment, and in the event that money in the Special Tax Fund on any March I or September 1 is not equal to the amount of interest becoming due on all Local Obligations,20lS CFD Obligations and any Additional Local Obligations on such date, or in the event that the money in the Special Tax Fund on any September 1 is not equal to the amount of principal of the Local Obligations, 2018 CFD Obligations and Additional Local Obligations becoming due on such date, as the case may be, then such money shall be applied pro rata in such proportion as such interest and principal and Minimum Sinking Fund Account Payments bear to each other.

No deposit need be made into the Redemption Account if the amount of money contained therein is at least equal to the amount required by the terms of the preceding paragraph to be deposited therein at the times and in the amounts provided in the Local Obligations Indenture.

All money in the Redemption Account shall be used and withdrawn by the Local Obligations Trustee to pay the interest on the Local Obligations, the 2018 CFD Obligations and any Additional Local Obligations as it shall become due and payable (including accrued interest on any Local Obligations, 2018 CFD Obligations or any Additional Local Obligations purchased or redeemed prior to maturity) plus the principal of and redemption premiums, if any, on the Local Obligations,2018 CFD Obligations and any Additional Local Obligations as they shall mature or upon the prior redemption thereof, except that any money in the Sinking Fund Subaccount shall be used only to purchase or redeem or retire the term Local Obligations, 2018 CFD Obligations and any Additional Local Obligations as provided in the Local Obligations Indenture.

Local Obligations Reserve Fund. On or before March I and September I in each year, the Local Obligations Trustee shall, from the then remaining money in the Special Tax Fund, transfer to and deposit in each Local Obligations Reserve Account within the Local Obligations Reserve Fund such amount of money as shall be required to restore each such Local Obligations Reserve Account to a sum equal to the Required Bond Reserve (as defined herein) for the applicable series of Local Obligations, 2018 CFD Obligations or Additional Local Obligations, pro rata, to the extent that amounts are available in the Special Tax Fund for such purpose; and for this purpose all investments in each Local Obligations Reserve Account shall be valued on March i and September 1 of each year at the face value thereof if such investments mature within twelve (12) months from the date of valuation, or if such investments mature more than twelve (12) months after the date of valuation, at the price at which such investments are redeemable by the holder at his option, if so redeemable, or if not so redeemable, at the lesser of (i) the cost of such investments plus the amortization of any premium or minus the amortization of any discount, or (ii) the market value of such investments. For purposes of allocating remaining money in the Special Tax Fund between more than one Local Obligations Reserve Account, any such transfers to and deposits in each Local Obligations Reserve Account shall be made equally and ratably.

No deposit need be made into a Local Obligations Reserve Account if the value of the investments contained therein is at least equal to the Required Bond Reserve for the applicable series of Local Obligations,20l8 CFD Obligations or Additional Local Obligations.

All money in each Local Obligations Reserve Account shall be used and withdrawn by the Local Obligations Trustee solely for the purpose of paying the interest on or principal of the corresponding series of Local Obligations,2018 CFD Obligations orAdditional Local Obligations inthe eventthere is insufficient money in the Redemption Account available for this purpose; ppv-ldgd, that if as a result of any of the foregoing valuations or due to redemption as a result of property owner prepayments it is 4166-0679-1203.8
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11/08/2022 Item No.12.
determined that the amount of money in a Local Obligations Reserve Account exceeds or will exceed the Required Bond Reserve for the applicable series of Local Obligations, 2018 CFD Obligations or Additional Local Obligations, the Local Obligations Trustee shall withdraw the amount of money representing such excess from such fund and shall deposit such amount of money in the Redemption Account. For the avoidance of doubt, amounts in a Local Obligations Reserve Account are not available to make up a deficiency for the payment of principal and interest on any series of Local Obligations, 201 8 CFD Obligations or Additional Local Obligations other than the specific series of Local Obligations, 2018 CFD Obligations or Additional Local Obligations to which that Local Obligations Reserve Account relates.

Expense Account On or before March I and September I in each year, the Trustee shall, from the then remaining money in the Special Tax Fund, transfer to and deposit in the Expense Account a sum equal to the amount required by the City (as specified in a Written Request of the City filed with the Trustee) 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. All money in the Expense Account shall be used and withdrawn by the Trustee only for transfer to or for the account of the City (as specified in a Written Request of the City filed with the Trustee) to pay budgeted Expenses as provided in the Local Obligations Inden'ture, or to reimburse the City for the payment of unbudgeted Expenses as provided in the Local Obligations Indenture, or to pay interest on or principal of or redemption premiums, if any, on the Local Obligations, 2018 CFD Obligations and Additional Local Obligations in the event that no other money is available therefor.

All money remaining in the Special Tax Fund (other than money in the Redemption Account or in the Local Obligations Reserve Account or in the Expense Account) on September I of each year, after transferring all of the sums required to be transferred therefrom on or prior to such date as described above, shall be withdrawn from the Special Tax Fund by the Trustee and transferred to the City for deposit in the Community Facilities Fund, which fund is established in the treasury of the City. All money in the Community Facilities Fund shall be used and withdrawn by the City solely for the benefit of the Community Facilities District in accordance with the Mello-Roos Act; provided, that the Trustee shall not make any such withdrawal of money in the Special Tax Fund (other than for the payment of the interest on or the principal of the Local Obligations, 2018 CFD Obligations and Additional Local Obligations) if and when (to the Trustee's actual knowledge) an Event of Default is then existing under the Local Obligations Indenture.

Special Tax Authorization
The Special Tax is to be levied and collected against all Taxable Property within the Community Facilities District in accordance with the Rate and Method of Apportionment. See APPENDIX A- .ORATE, METHOD OF APPORTIONMENT AND MANNER OF COLLECTION OF SPECIAL TAX." The Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected, and, except as otherwise provided in the covenant for foreclosure and in the Mello-Roos Act, is to be subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ad valorem property taxes. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS-Covenant for Foreclosure" and "CERTAIN RISKS TO BONDHOLDERS-Collection of Special Tax."
The Rate and Method of Apportionment of the Special Tax, subject to the maximum rates set forth therein, apportions the total debt service requirement (principal, interest, and mandatory sinking fund payments), restoration of the Required Bond Reserve, current annual expenses, pay as you go improvement costs and other costs each year among the Taxable ProperW in the Community Facilities 4166-0679-1203.8
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District. See APPENDIX A-"RATE, METHOD OF APPORTIONMENT AND MANNER OF COLLECTION OF SPECIAL TAX."
Pursuant to the Local Obligations Indenture, so long as any Local Obligations,2018 CFD Obligations or Additional Local Obligations are Outstanding, the City is required annually to levy the Special Tax against all Taxable Properly in the Community Facilities District and make provision for the collection of such Special Tax in amounts which will be sufficient, after making reasonable allowances for contingencies and errors in the estimates, to yield proceeds equal to the amounts required for compliance with the agreements, conditions, covenants and terms contained in the Local Obligations Indenture, and which in any event will be sufficient to pay the interest on and principal of and Minimum Sinking Fund Account Payments for and redemption premiums, if any, on the Local Obligations,2018 CFD Obligations and any Additional Local Obligations as they become due and payable, to replenish the Local Obligations Reserve Fund to the Required Bond Reserve and to pay all current Expenses as they become due and payable.

Under the Mello-Roos Act, the Special Tax levied in any fiscal year against private residential property may not be increased as a consequence of delinquency or default by the owner or owners of any other parcel or parcels within the Community Facilities District by more than l0%o above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. Under the Rate and Method of Apportionment, properly is considered "Residential Property" and is subject to the aforementioned limitation once a building permit has been issued for purposes of constructing one or more Residential Units (as defined in the Rate and Method of Apportionment). See "CERTAIN zuSKS TO BONDHOLDERS-Maximum Special Tax."
Covenant for Foreclosure
The Local Obligations Indenture provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described below and in the Mello-Roos Act, is subject to the same penalties and the same procedure, sale, and lien priority in case of delinquency as is provided for ad valorem property laxes.

Pursuant to Section 53356.1 of the Mello-Roos Act, in the event of any delinquency in the payment of the SpecialTax, the City may order the institution of a Superior Court action to foreclose the lien therefor within specified time limits. In such an action, the real property subject to the unpaid amount may be sold at a judicial foreclosure sale. Such judicial foreclosure action is not mandatory.

However, the City has covenanted in the Local Obligations Indenture that it will annually on or before September 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if it determines on the basis of such review that the amount so collected is deficient by more than five percent (5%) of the total amount of the Special Tax levied in such Fiscal Year within the Community Facilities District, it will within sixty (60) days thereafter institute foreclosure proceedings as authorized by the Mello-Roos Act in order to enforce the lien of the delinquent installments of the Special Tax against each lot or parcel of land in the Community Facilities District, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; plevrdgd, that irrespective of the foregoing if the City determines on the basis of such review that property owned by any single property owner in the Community Facilities District is delinquent by more than four thousand dollars ($4,000) with respect to the Special Tax due and payable by such property owner by such delinquency date, then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided in the Local Obligations Indenture against such property owner; provided further, that any actions taken to enforce delinquent Special Tax liens shall be taken only consistent with Sections 53356.1 through 53356.1,both 4166-06-t9-1203.8
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inclusive, of the Govemment Code of the State of California; and pfsvidgd further, that the City is not obligated under the Local Obligations Indenture to enforce the lien of any delinquent installment of the Special Tax for any Fiscal Year in which the City has received one hundred percent (100%) of the amount of such installment from the County pursuant to the Teeter Plan (described herein).

In the event that sales or foreclosures of property are necessary, there could be a delay in payments to Owners of the Bonds (if the Local Obligations Reserve Account has been depleted) pending such sales or the prosecution of such foreclosure proceedings and receipt by the City ofthe proceeds of sale. However, within the limits of the Special Tax, the City may adjust the Special Tax levied on Taxable Property in the Community Facilities District (subject to the limitation on the Maximum Special Tax, defined herein), to provide an amount required to pay interest on and principal of the Local Obligations, the 2018 CFD Obligations and any additional obligations payable from the Special Tax, and the amount,if any, necessary to replenish each subaccount of the Local Obligations Reserve Fund to an amount equal to the Required Bond Reserve and to pay all current Expenses for the Community Facilities District. There is, however, no assurance that the total amount of the Special Tax that could be levied and collected against Taxable Property (as defined in the Rate and Method of Apportionment) in the Community Facilities District will be at all times sufficient to pay the amounts required to be paid by the Local Obligations Indenture, even if the Special Tax is levied at the Maximum Special Tax rates. See "CERTAIN RISKS TO BONDHOLDERS-Maximum Special Tax'"
No assurance can be given that the real property subject to sale or foreclosure will be sold, or if sold, that the proceeds of sale will be sufficient to pay any delinquent installments of the Special Tax.

The Mello-Roos Act does not require the City to purchase or otherwise acquire any lot or parcel of property to be sold if there is no other purchaser at such sale. The Mello-Roos Act and the Local Obligations Indenture do speciff that the Special Tax will have the same lien priority as for ad valorem property taxes in the case of delinquency. Section 53356.6 of the Mello-Roos Act requires that property within the Community Facilities District that is sold pursuant to foreclosure under the Mello-Roos Act be sold for not less than the amount ofjudgment in the foreclosure action, plus post judgment interest and authorized costs, unless the consent of the owners of at least 75Yo of the Local Obligations,2018 CFD Obligations and any Additional Local Obligations issued under the Local Obligations Indenture is obtained.

No Required Advances from Available Surplus Funds
Neither the City nor the Community Facilities District is obligated to advance available surplus funds available from the City treasury to pay debt service on the Local Obligations or to replenish the Local Obligations Reserve Account; plev.ldgd, that nothing shall affect the right of the City under the Mello-Roos Act to make advances to cure any deficiencies.

Terms of the Local Obligations
General. The City established the Community Facilities District on November 14, 2017, authorizing the issuance of up to $70,000,000 in bonded indebtedness. The 2018 CFD Obligations were issuedinthe aggregate principalamountof $13,255,000pursuanttotheMello-RoosActandtheLocal Obligations Indenture and are currently outstanding in the amount of $13,010,000.

The Local Obligations will be the second issuance of bonds for the Community Facilities District.

The Local Obligations will be issued in the aggregateprincipal amount of $11,000,000* pursuantto the Mello-Roos Act and the Local Obligations Indenture, as supplemented by the First Supplemental - Preliminary, subject to change.
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Indenture. The Local Obligations will be dated the date of delivery of the Bonds. The Local Obligations are secured by a pledge of Special Tax (net of Priority Administrative Expenses) levied within the Community Facilities District on parity with the 2018 CFD Obligations. The City may issue Additional Local Obligations on parity with the Local Obligations and the 2018 CFD Obligations in accordance with the Local Obligations Indenture and only for refunding purposes for so long as the Local Obligations are Outstanding.

Local Oblisations Re.rerve Account. The Local Obligations Indenture establishes for this series of the Local Obligations specifically a Local Obligations Reserve Account within the Local Obligations Reserve Fund to be held by the Local Obligations Trustee. The Local Obligations Indenture requires that there be maintained in the Local Obligations Reserve Account an amount equal to the Required Bond Reserve (the "Local Obligations Reserve Account"). "Required Bond Reserve" is defined to mean, for each applicable series of local obligations, as of any date of calculation, the least of: (a) the Maximum Annual Debt Service, (b) one hundred twenty-five percent (125%) of the Average Annual Debt Service or (c) ten (10%) percent of the original proceeds of such series of local obligations; provided that the Required Bond Reserve shall be calculated on the date of issuance of each series of local obligations issued under the Local Obligations Indenture and shall not increase thereafter; and provided further that such requirement (or any portion thereof) may be satisfied by the provision of one or more policies of municipal bond insurance or surety bonds issued by a municipal bond insurer or by a letter of credit issued by a bank, the obligations insured by which insurer or issued by which bank, as the case may be, have ratings at the time of issuance of such policy or surety bond or letter of credit equal to "AA" or higher assigned by Fitch or "Aa" or higher assigned by Moody's or "AA" or higher assigned by S&P.

The Local Obligations Reserve Account is established specifically for the Local Obligations, and amounts in the Local Obligations Reserve Account are not available to make up a deficiency for the payment of principal and interest on the 2018 CFD Obligations or any Additional Local Obligations.

Pursuant to the Local Obligations Indenture, each reserve account within the Local Obligations Reserve Fund is only available for paying the interest on or principal of the corresponding series of Local Obligations, 2018 CFD Obligations or any Additional Local Obligations for which it was created. The Required Bond Reserve with respect to the Local Obligations upon their date of issuance will be $
All money in the Local Obligations Reserve Account will be used and withdrawn by the Local Obligations Trustee solely for the purpose of paying the interest on and principal of the Local Obligations in the event there is insufficient money available for the purpose; plevrdgd, that if as a result of any of the valuation of a Required Bond Reserve or as a result of any property owner prepayment it is determined that the amount of money in the Local Obligations Reserve Account exceeds the Required Bond Reserve, the Local Obligations Trustee shall withdraw the amount of money representing such excess from such fund and shall deposit such amount of money in the Redemption Account. Amounts on deposit in the Local Obligations Reserve Account are not available to cure a deficiency in Revenues available to pay debt service on the Bonds.

Additional Local Obligations. The City may at any time, by a supplement to the Local Obligations Indenture, issue Additional Local Obligations that are payable from the proceeds of the Special Tax (after payment of Priority Administrative Expenses) on parity with the Local Obligations plevided, that such Additional Local Obligations shall only be issued for the refunding of Outstanding Local Obligations,20lS CFD Obligations or other Additional Local Obligations and the payment of the costs of issuance, subject to the following conditions, which conditions are precedent to the issuance of such Additional Local Obligations:
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(i) The City shall be in compliance with all agreements, conditions, covenants and terms contained in the Local Obligations Indenture and in all Supplemental Indentures required to be observed or performed by it, and no Event of Default under the Local Obligations Indenture or under any Supplemental Indenture shall have occurred and shall be then continuing; (ii) The City shall establish a separate subaccount of the Local Obligations Reserve Fund for the payment of such Additional Local Obligations in an amount equal to the Required Bond Reserve; and (iii) In each year until the maturity date for the Additional Local Obligations, Maximum Special Tax less Priority Administrative Expenses is estimated to cover one hundred ten percent (110%) of the sum of the Annual Debt Service on the 2018 Local Obligations, the Local Obligations and all Additional Local Obligations, including such Additional Local Obligations to be issued, and the Value of all Taxable Property, in aggregate, is at least three (3) times the aggregate Lien on such Taxable Property.

The Local Obligations Indenture defines "Value" as current assessed valuation of the Taxable Property andlor the appraised value of the Taxable Property determined by an MAI appraiser. 'ol-ien" is defined in the Local Obligations Indenture as the aggregate principal amount of all overlapping debt and bonds (including the Local Obligations) outstanding that are secured by a special tax levied pursuant to the Mello-Roos Act or a special assessment levied on property within the Community Facilities District, including any overlapping debt or bonds for community facilities districts or special assessment districts that is allocated to property within the Community Facilities District.

Redemption of the Local Oblisations.* The Local Obligations are subject to extraordinary redemption by the Community Facilities District from funds derived by the City from prepayments of the Special Tax. The Local Obligations are also subject to optional and mandatory redemption by the City.

A description of the redemption prices and terms of the Local Obligations is set forth under APPENDIX C-"SUMMARY OF PRINCIPAL DOCUMENTS-SUMMARY OF THE LOCAL OBLIGATIONS INDENTURE-Redemption of Bonds."
Selection qf Local Obligations for Redemption If less than all the outstanding Local Obligations and any Additional Local Obligations are to be redeemed as a result of prepayments of the Special Tax at any one time, the Local Obligations and any Additional Local Obligations shall be redeemed pro rata by maturity. If less than all the outstanding Local Obligations and any Additional Local Obligations are to be redeemed at the option of the City at any one time, the Local Obligations and any Additional Local Obligations of the latest maturity date or dates shall be redeemed prior to or simultaneously with the redemption of the Local Obligations and any Additional Local Obligations maturing prior thereto, and if less than all the outstanding Local Obligations and any Additional Local Obligations of any one maturity date are to be redeemed at any one time, the Trustee shall select the Local Obligations and any Additional Local Obligations or the portions thereof of such maturity date to be redeemed in integral multiples of five thousand dollars ($5,000) randomly in any manner that it deems appropriate and fair.

Special Tax Analysis
The following is a synopsis of the provisions of the Rate and Method of Apportionment, which should be read in conjunction with the complete text of the Rate and Method of Apportionment which is attached as APPENDIX A. The definitions of the capitalized terms used under this caption "-Special Tax Analysis" are as set forth in APPENDIX A. This section provides only a summary of the Rate and Method of Apportionment, and is qualified by more complete and detailed information contained in the entire Rate and Method of Apportionment attached as APPENDIX A. - Preliminary, subject to change.
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