Folsom City Council
November 8, 2022

11/08/2022 Item No.12.
collect or pledge the Special Tax levied within the Community Facilities District for the repayment of the Local Obligations.

Very truly yours,
City Attorney
4140-9479-8883.3
B-4

11/08/2022 Item No.12.

ATTACHMENT 7

11/08/2022 Item No.12.

Stradling Yocca Carlson & Rauth
Draft of 10/26/22
$

FOLSOM RANCH FINANCING AUTHORITY
cITy oF FOLSOM COMMUNITY FACTLITIES DISTRTCT NO.20 (RUSSELL RANCH)

SPECIAL TAX REVENUE BONDS
SERIES 2022

BOND PURCHASE AGREEMENT
_,2022
Folsom Ranch Financing Authority
50 Natoma Street,
Folsom, California 95630
Ladies and Gentlemen
Piper Sandler & Co., as underwriter (the "Underwriter"), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this "Purchase Agreement") with the Folsom Ranch Financing Authority (the "Authority"), which upon acceptance will be binding upon the Underwriter and the Authority. The agreement of the Underwriter to purchase the Bonds (as hereinafter defined) is contingent upon the Authority purchasing from the City of Folsom (the "City") its Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds, Series 2022 (the "Special Tax Bonds") in the aggregate principal amount of $ and upon the Authority and the City satisfying all of the obligations imposed upon them under this Purchase Agreement. This offer is made subject to the Authority's acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or before 8:00 P.M., local time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. All capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for such terms in the Trust Agreement, dated as of _ l, 2022 (the "Trust Agreement"), by and among the Authority, U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), and the City. The Special Tax Bonds are being issued pursuant to an Indenture dated as of May 1,2018, as supplemented by a First Supplemental Indenture, dated as of 1,2022 (the "City Indenture"), each by and 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 "District Trustee").

1. Purchase. Sale and Deliverv of the Bonds.

Subject to the terms and conditions and in reliance upon the representations, walranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby agrees to sell to the Underwriter all (but not less than all) of the $_ aggregate principal amount of the Folsom Ranch Financing Authority City of Folsom Community Facilities District No.20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (the "Bonds"), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates 48 5 6-993 8-6682v 4 / 024667 -0 129 Page 385
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and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being l00yo of the aggregate principal amount thereof [plus/less] a [net] original issue [premium/discount] of $_ and less an Underwriter's discount of $ ). From the proceeds of the Bonds, the Authority agrees to purchase the Special Tax Bonds from the City pursuant to the terms of the Local Obligation Purchase Contract (the "Local Obligation Purchase Contract"), dated _,2022, by and between the City and the Authority.

The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Revenues as provided in the Trust Agreement, the Official Statement (as hereinafter defined), and the Marks-Roos Local Bond Pooling Act of 1985, as amended, being Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the "Bond Law"). The issuance of the Bonds has been duly authorized by the Authority pursuant to Resolution No. _ (the "Authority Resolution") adopted by the Governing Board of the Authority on _,2022. The net proceeds of the Bonds will be used to purchase the Special Tax Bonds.

The Special Tax Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes pledged thereto as provided in the City Indenture. The Special Tax Bonds are payable from the special taxes pledged under the City Indenture on a parity with the outstanding City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Bonds, Series 2018 (the "2018 Special Tax Bonds").

The Special Tax Bonds are issued under the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter2.5,Part 1, Division2,Title 5 of the Govemment Code of the State of California (the "Community Facilities District Act"). The issuance of the Special Tax Bonds, the preparation and distribution of the Preliminary Official Statement and the Local Obligation Purchase Contract have been duly authorized by the City Council of the City of Folsom (the "City Council") as the legislative body for Community Facilities District No. 20 (the "Community Facilities District"), pursuant to Resolution No. (the "Community Facilities District Resolution").

The net proceeds of the Special Tax Bonds will be used, as indicated in the City Indenture, for the following purposes: (1) paying costs of issuance of the Bonds and the Special Tax Bonds; (2) funding the Required Bond Reserve for the Special Tax Bonds; (3) providing funds for the acquisition of certain public facilities; and (4) fund capitalized interest on the Special Tax Bonds to September 1,2023.

Prior to the acceptance of this Purchase Agreement by the Authority, the Authority shall have caused to be delivered to the Underwriter: (i) the Letter of Representations of the City (the "Ciq Letter of Representations") in substantially the form set forth in Exhibit B hereto; (ii) a Letter of Representations of Lennar Homes of California ("Lennar Homes") in substantially the form set forth in Exhibit C hereto; (iii) the certificate of AG Essential Housing CA 4, L.P. ("AG4") in substantially the form set forth in Exhibit E hereto; (iv) a certificate of Anthem United Homes, Inc. ("Anthem") with respect to information in the Preliminary Official Statement regarding Anthem, in form and substance acceptable to the Underwriter; and (v) a certificate of The New Home Company Northern California, LLC ("TNHC") with respect to information in the Preliminary Official Statement regarding TNHC, in form and substance acceptable to the Underwriter.

A. The Authority acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations and agreements made by the Authority herein and by the City in the City Letter of Representations, and the Authority shall take all action necessary 2 4856-993 8-668 2v 4 I 024667 -0 129 Page 386
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to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation or agreement made by the Authority herein is incorrect in any material respect.

The Authority acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm's-length commercial transaction between the Authority and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section l5B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority or the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority or the City on other matters); and (iv) the Authority and the City have consulted their own legal, financial and other advisors to the extent that they have deemed appropriate.

B. Pursuant to the authorization of the Authority, the Underwriter has distributed copies of the Preliminary Official Statement dated _, 2022, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the "Preliminary Official Statement." By its acceptance of this Purchase Agreement, the Authority hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Authority agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the "Official Statement") which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Orrick Herrington & Sutcliffe LLP, the City and the Authority's Bond Counsel ("Bond Counsel") and Disclosure Counsel ("Disclosure Counsel"), and the Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 3(N) hereof. The Authority hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Authority further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Trust Agreement, the City Indenture, this Purchase Agreement, the Local Obligation Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Authority or the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.

C. To assist the Underwriter in complying with Securities and Exchange Commission Rule l5c2-12(b)(5) (the "Rule"), the City will undertake for and on behalf of the Authority pursuant to the Continuing Disclosure Certificate, in the form attached to the Official Statement as Appendix D (the "Continuing Disclosure Certificate"), to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.

D. Except as the Underwriter and the Authority may otherwise agree, the Authority will deliver to the Underwriter, at the offices of Bond Counsel in Sacramento, California, or at such other location as may be mutually agreed upon by the Underwriter, the City and the Authority, the documents hereinafter mentioned; and the Authority will deliver to the Underwriter through the facilities of The Depository Trust Company ("DTC") in New York, New York, the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Authority and authenticated by the Trustee in the manner provided for in the Trust Agreement and the Bond Law at -'t
48 5 6 -9 9 3 8 -6682v 4 / 024 667 -0 I 29 Page 387
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8:00 a.m. California time, on _,2022 (the "Closing Date"), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the "Closing"). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co.o as nominee of DTC.

2. Public Offering and Establishment of Issue Price.

A. The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds will be offered and sold to certain dealers at prices lower than such initial offering prices.

B. The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit H, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the Public of the Bonds.

All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority's municipal advisor, Fieldman Rolapp & Associates, Inc. (the "Municipal Advisor") and any notice or report to be provided to the Authority may be provided to the Authority's Municipal Advisor.

C. Except as otherwise set forth in Exhibit A attached hereto, the Authority will treat the first price at which lI%6 of each maturity of the Bonds (the "l0o/o test"), identified under the column "l\Vo Test Used" in Exhibit A, is sold to the Public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the Public each maturity of Bonds. If at that time the l0% test has not been satisfied as to any maturity of the Bondso the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the Public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until the 10Yo test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the Public.

D. The Underwriter confirms that it has offered the Bonds to the Public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column "Hold the Offering Price Rule lJsed,'o as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the l0o/o test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the Public of each such maturity as of the Sale Date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of 4 48 5 6 -993 8 -6682v 4 I 024667 -0 129 Page 388
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that maturity to any person at a price that is higher than the initial offering price to the Public during the period starting on the Sale Date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the Sale Date; or (ii) the date on which the Underwriter has sold at least l0%o of that maturity of the Bonds to the Public at a price that is no higher than the initial offering price to the Public.

The Underwriter shall promptly advise the Issuer when it has sold 10% of that maturity of the Bonds to the Public at a price that is no higher than the initial offering price to the Public, if that occurs prior to the close of the fifth (5th) business day after the Sale Date.

E. The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Bonds to the Public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the Public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the l0o/o test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the Public and (B) comply with the hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter.

The Authority acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the Public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the Public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.

F. The Underwriter acknowledges that sales of any Bonds to any person that is a Related Party to the Underwriter shall not constitute sales to the Public for purposes of this section.

Further, for purposes of this section:
l. "Public" means any person other than an underwriter or a related party:'

2. "Underwriter" means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public and (B) any person that agrees pursuant to a w.itten contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a pafi to a retail distribution agreement participating in the initial sale of the Bonds to the Public);

3. a purchaser of any of the Bonds is a "Related Party" to an Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) atleast 50Yo common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50Yo common 5 48 5 6 -9 93 8 - 6 682v 4 I 024 667 -0 1 29 Page 389
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ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50olo common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and

4. "Sale Date" means the date of execution of this Purchase Agreement by all parties.

3. Representations and Covenants of the Authoritlr. The Authority represents and covenants to the Underwriter that:

A. The Authority is a joint exercise of powers authority, duly organized and existing under the Constitution and laws of the State of California (the "State"), and formed pursuant to Articles I through 4 (commencing with Section 6500) of Chapter 5, Division T,Title 1 of the Government Code (the "JPA Act"), with full right, power and authority: (i) to enter into this Purchase Agreement; (ii) to enter into the Trust Agreement; (iii) to adopt the Authority Resolution authorizing the issuance of the Bonds and entry into this Purchase Agreement and the Trust Agreement and to take all other actions on the part of the Authority relating thereto (the "Authority Proceedings"); (iv) to issue, sell and deliver the Bonds to the Underwriter as provided herein; (v) to purchase the Special Tax Bonds; and (vi) to carry out and consummate the transactions on its part contemplated by this Purchase Agreement, the Trust Agreement and the Official Statement.

The Trust Agreement, the Bonds, the Local Obligation Purchase Contract and this Purchase Agreement are collectively referred to herein as the "Authority Documents." B. By all necessary official action of the Authority, the Authority has duly authorized and approved the execution and delivery by the Authority of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents, and has approved the use by the Underwriter of the Preliminary Official Statement and the Official Statement and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the parties thereto, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable upon the Authority in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The Authority has complied, and will at the Closing Date be in compliance in all respects, with the terms of the Authority Documents that are applicable to the Authority.

C. The information in the Preliminary Official Statement and in the Official Statement relating to the Authority and the terms of the Bonds (other than statements pertaining to DTC and its book-entry system, as to which no view is expressed), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any material fact or omission of any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. 6 4856-993 8 -6682v 4 I 024667 -0 t29 Page 390
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D. Up to and including 25 days after the End of the Underwriting Period (as defined below), the Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. As used herein, the term "End of the Underwriting Period" means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be a written notice delivered to the Authority and the City at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the "End of the Underwriting Period." E. As of the time of acceptance hereof and as of the Closing Date, except as otherwise disclosed in the Official Statement, the Authority is not, and as of the Closing Date, will not be, in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject; and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; which breach, default or event could have an adverse effect on the Authority's ability to perform its obligations under the Authority Documents; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the Authority Documents and compliance by the Authority with the provisions of each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents.

F. At the time of acceptance hereof there is, and as of the Closing Date, there will be no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, govemment agency, public board or body (collectively and individually, an "Action") pending (notice of which has been served on the Authority) or to the knowledge of the Authority threatened, in which any such Action: (i) in any way questions the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of Revenues (as defined in the Trust Agreement) or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the Authority Documents or the consummation of the transactions on the part of the Authority contemplated thereby; (iii) contests the exclusion of the interest on the Bonds from federal or state income taxation or contests the powers of the Authority which may result in any material adverse change relating to the financial condition of the Authority; or (iv) contests the completeness or accuracy of the 7 48 5 6-993 8-6682v 4 I 024667 -0 129 Page 391
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Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, as of the time of acceptance hereof, there is, and as of the Closing Date, there will be no known basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence.

G. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds, provided; however, that the Authority will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.

H. The Authority Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement. The Authority represents that the Bonds, when issued, executed and delivered in accordance with the Trust Agreement and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement. The Trust Agreement creates a valid pledge of the moneys in certain funds and accounts established pursuant to the Trust Agreement, subject in all cases to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein.

I. The Authority has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Authority is a bond issuer whose arbitrage certifications may not be relied upon.

J. Any certificate signed by any authorized officer of the Authority and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the Authority to the Underwriter as to the statements made therein.

K.

Trust Agreement.

L.

The Authority will apply the proceeds of the Bonds in accordance with the Between the date of this Purchase Agreement and the Closing Date, the Authority will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter.

M. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any, to maturity or to the date of redemption if redeemed prior to maturity, the Authority will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Trust Agreement. 8 485 6 -9938 -6682v 4 I 024 667 -0 129 Page 392
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N. The Preliminary Official Statement was deemed final by a duly authorized representative of the Authority prior to its delivery to the Underwriter, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(l) of the Rule. The Authority hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the Authority shall cause a final form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(a) of the Rule and Rules G-12, G-l5, G-32 and G-36 of the Municipal Securities Rulemaking Board.

The Authority hereby approves the preparation and distribution of the Official Statement, consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of Bond Counsel, Disclosure Counsel and the Underwriter, from time to time prior to the Closing Date.

The Authority hereby ratifies any prior use of and authorizes the future use by the Underwriter, in connection with the offering and sale of the Bonds, of the Preliminary Official Statement, the Official Statement, this Purchase Agreement and all information contained herein, and all other documents, certificates and written statements furnished by the Authority to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.

The execution and delivery of this Purchase Agreement by the Authority shall constitute a representation to the Underwriter that the representations contained in this Section 3 are true as of the date hereof.

4. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations on the part of the Authority contained herein and of the City in the City Letter of Representations, to the accuracy in all material respects of the statements of the officers and other officials of the Authority made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Authority of its obligations to be performed hereunder at or prior to the Closing Date and, to the following additional conditions:

A. At the Closing Date, the Authority Resolution, the Community Facilities District Resolution, the Authority Documents and this Purchase Agreement, the City Indenture, the Local Obligation Purchase Contract, the Special Tax Bonds, the City Letter of Representations and the Continuing Disclosure Certificate shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the Special Tax Bonds, and with the transactions contemplated thereby, and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate. The Trust Agreement, the City Indenture, the Local Obligation Purchase Contract, the Special Tax Bonds, the City Letter of Representations and the Continuing Disclosure Certificate are herein referred to collectively as the "City Documents." B. At the Closing Date, except as was described in the Preliminary Official Statement, the Authority shall not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of 9 48 5 6-993 8 -66 82v 4 I 024667 -0 129 Page 393
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the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, and the performance by the Authority of its obligations under the Authority Documents, the Authority Resolution and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, in any manner that would materially and adversely affect the performance by the Authority of its obligations under the Authority Documents or the Authority Resolution.

C. At the Closing Date, except as described in the Official Statement, the City shall not be, in any respect material to the transactions referred to in the City Letter of Representations or contemplated therein, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, and the performance by the City of its obligations under the Community Facilities District Resolution, the City Documents, and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed hereunder, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contracto agreement or other instrument to which the City is a party or is otherwise subject or bound, in any manner that would materially and adversely affect the performance by the City of its obligations under the City Documents or the performance of the conditions precedent to be performed by the City under the City Documents.

D. The information contained in the Official Statement is, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant hereto, true and correct in all material respects and does not, as of the Closing Date or as of the date of any supplement or amendment thereto, contain any untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

E. Between the date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth on the cover page of the Official Statement, of the Bonds shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
l. Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of 48 5 6 -9 93 8 - 6 682v 4 I 02 4 667 -0 I 29
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11/08/2022 Item No.12.

Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an ordero ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department of the United States of America or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such interest as would be received by any owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof;

2. Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree or injunction issued by any court ofcompetentjurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds or the Special Tax Bonds, including any or all underlying atrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Trust Agreement or the City Indenture are not exempt from qualification under or other requirements of the Trust Agreement Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds or the Special Tax Bonds, including any or all underlying anangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect;

3. A general suspension of trading in securities on the New York Stock Exchange, or a general banking moratorium declared by Federal, State of New York or State of California officials authorized to do so;

4. The introduction, proposal or enactment of any amendment to the Federal or Califomia Constitution or any action by any Federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Authority or the City, their property, income, securities (or interest thereon), the validity or enforceability of Special Taxes, or the ability of the Authority to purchase any Special Tax Bonds as contemplated by the Official Statement;

5. Any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or in the Official Statement, or has the effect that the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

6. Any national securities exchange, the Comptroller of the Currency, or any other governmental authority, shall impose as to the Bonds, the Special Tax Bonds or obligations of the general character of the Bonds or the Special Tax Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;

7. There shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States 485 6 -9938 -6682v 4 I 024667 -0 129
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11/08/2022 Item No.12.
is such as to make it impracticable, in the judgment of the Underwriter, following consultation with the Authority, to sell the Bonds;

8. The filing or threat of an Action described Section 3.F hereof or Section K of the City Letter of Representations; or

9. Any proceeding shall have been commenced or be threatened in writing by the Securities and Exchange Commission against the City or the Authority.

F. At or prior to the Closing Date, the Underwriter shall have received a counterpart original or certified copy of the following documents, in each case satisfactory in form and substance to the Underwriter:

1. The Official Statement, executed on behalf of the Authority by its Treasurer or other authorized officer;

2. The Authority Documents, duly executed and delivered by all parties thereto;

3. The Authority Resolution, together with a certificate of the Secretary of the Authority, dated as of the Closing Date, to the effect that such resolution is a true, correct and complete copy of the resolution duly adopted by the Governing Board of the Authority ;

4. The Community Facilities District Resolution, together with a certificate dated as of the Closing Date of the City Clerk, acting on behalf of the Community Facilities District, to the effect that the Community Facilities District Resolution is a true, correct and complete copy of the one duly adopted by the City Council, acting as the legislative body of the Community Facilities District;

5. The City Documents duly executed and delivered by all parties thereto;

6. An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the Authority, of Bond Counsel, in substantially the form included as Appendix E to the Official Statement, together with a letter addressed to the Trustee to the effect that such opinion may be relied upon by the Trustee to the same extent as if such opinion was addressed to the Trustee;

7. A supplemental opinion or opinions, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, in substantially the form attached hereto as Exhibit F;

8. An opinion, dated the Closing Date and addressed to the Authority and the Underwriter, of counsel to Lennar Homes, in substantially the form attached hereto as Exhibit G,

9. A certificate, dated the Closing Date and signed by the Treasurer of the Authority or other authorized officer, to the effect that: (i) the representations of the Authority contained herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best knowledge of such officer, no event has 4856-993 8-6682v 4 I 024667 -0129
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11/08/2022 Item No.12.
occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the Authority has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Authority Documents and the Authority Resolution at or prior to the Closing Date;

10. A certificate dated the Closing Date and signed by an authorized representative of the City or an authorized designee, on behalf of the City to the effect that: (i) the representations made by the City contained in the City Letter of Representations are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, provided that any references as to the Preliminary Official Statement shall be deemed to be to the Official Statement; (ii) to the best knowledge of such officer, no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the City has complied with all the agreements and satisfied all the conditions on its part to be satisfied under the City Documents prior to the Closing Date;

11. An opinion of the City Attomey of the City, as counsel to the Authority, dated the date of Closing and addressed to the Underwriter, the Authority and the City, to the effect that:
(i) The Authority is a public body, corporate and politic, duly organized and validly existing as a joint powers authority under the laws of the State of California; (ii) The Authority has full legal power and lawful authority to enter into the Authority Documents and to carry out the transactions contemplated under the Authority Documents;
(iii) The Authority Resolution was duly adopted at a regular meeting of the governing body of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Authority Resolution is in full force and effect and has not been modified, amended, rescinded or repealed since the date of its adoption;
(iv) The Authority Documents have been duly authorized, executed and delivered by the Authority and constitute the legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their terms, subject to bankruptcy, insolvency; reorganization, moratorium and other similar laws affecting creditors' rights, to the application of equitable principles where equitable remedies are sought and to the exercise ofjudicial discretion in appropriate cases;
(v) To the best knowledge of such counsel, the execution and delivery of the Authority Documents and the Official Statement and compliance with the provisions thereof under the circumstances contemplated thereby: (a) do not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any agreement or other instrument to which the Authority is a party or by which it is bound; and (b) do not and will not in any material respect or constitute on the part of the Authority a violation, breach of or default under any court order or consent decree to which the Authority is subject; 48 s 6 -9 9 3 8 - 6 682v 4 I 02 4 6 67 -0 1 29
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11/08/2022 Item No.12.
(vi) The Authority Documents and the Official Statement have been duly authorized by the Governing Board of the Authority and executed on its behalf by an authorized officer of the Authority;
(vii) Except as may be stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending (notice of which has been served on the Authority) or, to the City Attorney's knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the Authority, or the titles of its members and officers to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the collection of the Revenues or the pledge thereof; (c) in any way question or affect any of the rights, powers, duties or obligations of the Authority with respect to the Revenues or the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds; or (e) in any way question or affect the Authority Documents or the transactions contemplated by the Authority Documents, the Official Statement, or any activity regarding the Bonds;

12. An opinion of the City Attorney of the City, dated the date of Closing and addressed to the Underwriter, the Authority and the City, to the effect that:
(i) The City is a municipal corporation and charter city, corporate and politic, duly organized and existing under the Constitution and laws of the State of California and its Charter;
(iD The Community Facilities District is a community facilities district organized and existing pursuant to the Community Facilities District Act; (iii) The Community Facilities District Resolution has been duly adopted at a meeting of the City Council, acting as the legislative body of the Community Facilities District, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Community Facilities District Resolution is in full force and effect and has not been modified, amended, rescinded or repealed since the date of its adoption;
(iv) The City Documents and the Official Statement have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, to the application of equitable principles where equitable remedies are sought and to the exercise of judicial discretion in appropriate cases;
(v) Except as may be stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending (notice of which has been served on the City) or, to such counsel's knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organizationo existence or powers of the City, or the titles of its members and officers to their respective offices; or (b) affect the validity of the City Documents or restrain or enjoin the repayment of the Special Tax Bonds or in any way contest or affect the validity of the City Documents or contest the authority of the City to enter into or perform its obligations under any of the City Documents or under which a determination 485 6 -993 8 -6682v 4 I 024667 -0 129
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11/08/2022 Item No.12.
adverse to the City would have a material adverse affect upon the financial condition or the revenues of the City, questions the right of the City to use Special Taxes levied within the Community Facilities District for the repayment of the Special Tax Bonds or affects in any manner the right or ability of the City to collect or pledge the Special Taxes levied within the Community Facilities District for the repayment of the Special Tax Bonds;

13. A transcript of all proceedings relating to the authorization, issuance, sale and delivery of the Bonds and the Special Tax Bonds, including certified copies of the Trust Agreement, the City Indenture and all resolutions of the City and the Authority relating thereto;

14. A certificate dated the Closing Date from NBS addressed to the Authority, the City and the Underwriter to the effect that: (i) the Special Tax (after payment of Priority Administrative Expenses) if collected in the maximum amounts permitted pursuant to the Rate and Method of Apportionment of Special Taxes as of the Closing Date would generate at least ll\yo of the annual debt service payable with respect to all bonds payable from the Special Tax, including the Special Tax Bonds, in each year, based on such assumptions and qualifications as shall be acceptable to the Underwriter; and (ii) the statements in the Preliminary Official Statement and the Official Statement provided by NBS conceming the Special Taxes and the Rate and Method of Apportionment of the Special Taxes and all information supplied by it for use in the Preliminary Official Statement, as of the date of the Preliminary Official Statement, and in the Official Statement, as of the date of the Official Statement and as of the Closing Date, did not and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

15. Certified copies of the general resolution of the Trustee and District Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee and District Trustee, which resolution authorizes the execution of the Trust Agreement, the City Indenture and the authentication of the Bonds and the Special Tax Bonds;

16. A certificate of the Trustee, addressed to the Underwriter, the Authority and the City dated the Closing Date, to the effect that: (i) the Trustee is authorized to carry out corporate trust powers, and have full power and authority to perform their respective duties under the Trust Agreement and the City Indenture; (ii) the Trustee is duly authorized to execute and deliver the Trust Agreement and the City Indenture, to accept the obligations created by the Trust Agreement and the City Indenture and to authenticate the Bonds and the Special Tax Bonds pursuant to the terms of the Trust Agreement and the City Indenture, respectively; (iii) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the authentication of the Bonds or the Special Tax Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the authentication of the Bonds and the Special Tax Bonds and the acceptance and performance of the obligations created by the Trust Agreement and the City Indenture; and (iv) to the best of its knowledge, compliance with the terms of the Trust Agreement and the City Indenture will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, trust agreement, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree ofany court or governmental agency or body havingjurisdiction over the Trustee or any of its activities or properties;
48 s6-993 8-6682v 4 I 024667 -0 129
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11/08/2022 Item No.12.

17. An opinion of counsel to the Trustee, dated the Closing Date, addressed to the Underwriter, the Authority and the City to the effect that the Trustee is a national banking association duly organized and validly existing under the laws of the United States having full power and being qualified to enter into, accept and agree to the provisions of the Trust Agreement and the City Indenture, and that each of such documents has been duly authorized, executed and delivered by the Trustee and, assuming due execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Trustee enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought;

18. A certificate of the Authority dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter,that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;

19. An opinion of Stradling Yocca Carlson & Rauth, counsel to the Underwriter ("Underwriter's Counsel"), dated the date of Closing and addressed to the Underwriter in form and substance acceptable to the Underwriter;

20. A certificate of Lennar Homes dated the Closing Date, substantially in the form attached as part of Exhibit D hereto;

21. A closing certificate of each of AG4, Anthem and TNHC dated the Closing Date, in form and substance acceptable to the City and the Underwriter;

22. A Certificate of the Appraiser, substantially in the form attached hereto as Exhibit I;

23. A Continuing Disclosure Certificate of Lennar Homes (the "Lennar Homes Continuing Disclosure Certificate") in the form attached as Appendix D to the Official Statement.

24. Evidence that the requirements set forth in Article II of the City Indenture for the issuance of the Special Tax Bonds as Additional Bonds (as defined in the City Indenture) on a parity with the 2018 Special Tax Bonds have been satisfied; and

25. Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations of the Authority contained herein, and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Authority and the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City and the Authority in connection with the transactions contemplated hereby and by the City Indenture, the Trust Agreement, and the Official Statement.

If the Authority shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall 48 5 6-993 8-66 82v 4 I 024667 -0 129
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terminate and neither the Authority nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and the Authority set forth in Section 6 hereofshall continue in full force and effect.

5. Conditions to the Obligations of the Authority
A. The obligations of the Authority shall be subject to the satisfaction of the conditions contained in Section 4 of this Purchase Agreement.

B. If the Authority shall be unable to satisfy the conditions to the obligations of the Authority to purchase, accept delivery of and pay for the Special Tax Bonds contained in the Local Obligation Purchase Contract, or if the obligations of the Authority to purchaseo accept delivery of and pay for the Special Tax Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Authority nor the City shall be under any further obligation hereunder, except that the obligations of the Authority set forth in Section 7 hereofshall continue in full force and effect.

6. Expenses. Whether or not the transactions contemplated by this Purchase Agreement are consummated, the Underwriter shall be under no obligation to pay, and the Authority shall pay only from the proceeds of the Bonds, or cause the City to pay out of the proceeds of the Special Tax Bonds or any other legally available funds of the City, the Community Facilities District or the Authority, but only as the Authority and such other party providing such services may agree, all expenses and costs of the Authority incident to the performance of its obligations in connection with the authorization, execution, sale and delivery of the Bonds to the Underwriter, including, without limitation, printing costs, initial fees of the Trustee, including fees and disbursements of their counsel, if any, fees and disbursements of Bond Counsel, Disclosure Counsel and other professional advisors employed by the Authority, costs of preparation, printing, signing, transportation, delivery and safekeeping of the Bonds and for expenses (included in the expense component of the spread) incurred by the Underwriter on behalf of the Authority's employees which are incidental to implementing this Purchase Agreement, including, but not limited to, meals, transportation, lodging, and entertainment of those employees. The Underwriter shall pay all out-of-pocket expenses of the Underwriter, including, without limitation, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSP Services Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds, including fees of its counsel. 7 . Notices. Any notice of other communication to be given to the City or the Authority under this Purchase Agreement may be given by delivering the same in writing to the City of Folsom, 50 Natoma Street, Folsom, CA, 95630, Attention: Finance Director; any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper Sandler & Co, 3626 Fair Oaks Blvd., Suite 100, Sacramento, California 95864, Attention: Dennis McGuire.

8. Parties In Interest. This Purchase Agreement is made solely for the benefit of the Authority and Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof.

9. Survival of Representations. The representations of the Authority under this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered 48 5 6 -993 8 -6682v 4 I 024667 -0 129
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void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) conceming such representations and statements of the Authority and regardless of delivery of and payment for the Bonds.

10. Execution in Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

11. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance.

12. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understanding among the parties hereto in relation to the sale of the Bonds by the Authority.

13. Governing Law. This Purchase Agreement shall be govemed by the laws of the State of California.

IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK.J
48 5 6 -99 3 8 - 6682v 4 / 02 4 667 -0 129
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11/08/2022 Item No.12.

14. Effective Date. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority shall be valid and enforceable as of the time of such acceptance.

Very truly yours,

PIPER SANDLER & CO
Authorized Officer

FOLSOM RANCH FINANCING

AUTHORITY
By:

Its:

By:

Its: Treasurer
48 56-993 8-66 82v 4 / 024667 -0129
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11/08/2022 Item No.12.

EXHIBIT A

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

SPECIAL TAX REVENUE BONDS
SERIES 2022
Schedule of Bond Maturities, Principal Amounts,Interest Rates, Yields and Initial Offering Prices
Maturity
Date
(September 1)
Principal
Amount
Interest
Rate
Initial
Olfering
Price
10% Test
Used
20 20
Hold the
Price
Olfering
Rule UsedYield
r Term Bonds.
c Priced to the September 1,z}-optional redemption date, at -%
of par.

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-;
20 102% if redeemed on any date from
through _,20-;
l0l% if redeemed on any date from
through _220-; and
100% if redeemed on _,20-and any date thereafter
Extraordinary Redemption from Prepayment of Special Taxes. The Bonds are subject to extraordinary redemption by the Authority prior to their respective maturity dates, as a whole or in 48 56-993 8-6682v 4 / 024667 -0 129
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11/08/2022 Item No.12.
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-;
102% if redeemed on any Interest Payment Date on
20 and 20_;
l0lyo if redeemed on any Interest Payment Date on
20-
and 20-; and
100% if redeemed on
Date thereafter.
20- and any Interest Payment
Mandatory Sinking Fund Redemption of Bonds. 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 Bonds
Minimum Sinking Fund Payment(September 1)
i
t Maturity.

The Bonds maturing on September 1,20- are subject to mandatory redemption in part on September I of each year commencing September l, 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)
Maturity
t
4 8 5 6 -99 3 8 - 6 682v 4 / 024 6 67 -0 I 29
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11/08/2022 Item No.12.

EXHIBIT B

LETTER OF REPRESENTATIONS OF THE CITY
Piper Sandler & Co.
3 626 F air Oaks B oulevard
Sacramento, Califomia 9 5864
City o.f Folsom Community Facilities District No.20 (Russell Ranch) Special Tax Bonds, Series 2022
Ladies and Gentlemen:

In connection with the proposed offer and sale of the above-referenced bonds (the "Special Tax Bonds"), the City of Folsom hereby represents and covenants to Piper Sandler & Co., as underwriter (the "Underwriter") of the Folsom Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (he o'Bonds"), as follows:

A. The City is duly organized and validly existing as a municipal corporation and charter city under the Constitution and laws of the State of California and the Charter, and has duly authorized the formation of the Community Facilities District pursuant to resolutions and an ordinance duly adopted by the City Council (collectively, the "Community Facilities District Formation Resolution" and, together with Resolution No. authorizing the issuance and sale of the Special Tax Bonds, the "Community Facilities District Resolutions") and the Community Facilities District Act. The City Council, as the legislative body of the City and the Community Facilities District, has duly adopted the Community Facilities District Resolutions, and has caused to be recorded in the real property records of the County of Sacramento, a notice of special tax lien (the "Notice of Special Tax Lien") (the Community Facilities District Formation Resolution and Notice of Special Tax Lien being collectively referred to herein as the "Formation Documents"). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The Community Facilities District is duly organized and validly existing as a Community Facilities District under the laws of the State of California. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority: (i) to execute, deliver and perform its obligations under the City Indenture, the Trust Agreement and the Local Obligation Purchase Contract, and to carry out all transactions contemplated by each of such agreements; (ii) to issue, sell and deliver its Special Tax Bonds to the Authority; (iii) to enter into the Continuing Disclosure Certificate; and (iv) to carry out, give effect to and consummate the transactions contemplated by the Formation Documents, the City Indentureo the Trust Agreement, the Local Obligation Purchase Contract, the Special Tax Bonds, this Letter of Representations and the Official Statement.

This Letter of Representations, the Trust Agreement, the City Indenture, the Local Obligation Purchase Contract, the Special Tax Bonds and the Continuing Disclosure Certificate are collectively referred to herein as the "City Documents."
B. The City has complied, and will at the Closing Date be in compliance in all material respectso with the Formation Documents and the City Documents, and any immaterial Re
48 5 6 -993 8 -6682v 4 I 024 667 -0 129
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11/08/2022 Item No.12.
noncompliance by the City, if any, will not impair the ability of the City to carry out, give effect to or consummate the transactions contemplated by the foregoing. From and after the date of issuance of its Special Tax Bonds, the City will continue to comply with the covenants of the City contained in the City Documents.

C. Except as described in the Preliminary Official Statement, the City is not, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, and the performance of its obligations under the City Documents and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed by the City pursuant to the City Documents, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, in any manner that would materially and adversely affect the performance by the City of its obligations under the City Documents or the performance of the conditions precedent to be performed by the City pursuant to the City Documents.

D. Except as may be required under the "blue sky" or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations under the City Documents, have been or will be obtained at the Closing Date and are or will be in full force and effect at the Closing Date.

E. The City Documents will conform as to form and tenor to the descriptions thereof contained in the Preliminary Official Statement.

F. The Special Tax Bonds are payable from the Special Taxes, as set forth in the City Indenture, the levy of which has been duly and validly authorized pursuant to the Community Facilities District Act and the Special Taxes within the Community Facilities District will be fixed and levied in an amount which, together with other available funds, is required for the payment of the principal of, and interest on, the applicable Special Tax Bonds when due and payable, all as provided in the City Indenture. The City has covenanted to cause the Special Taxes to be levied and collected at the same time and in the same manner as ordinary ad valorem ptopetty taxes.

G. The City Indenture creates a valid pledge of, first lien upon and security interest in, the Special Taxes, and in the moneys in the Special Tax Fund established pursuant to the City Indenture, on the terms and conditions set forth in the City Indenture.

H. Except as disclosed in the Preliminary Official Statement, there are, to the best of the City's knowledge, no entities with outstanding assessment liens against any of the properties within the Community Facilities District or which are senior to or on a parity with the Special Taxes referued to in paragraph (G) hereof.
48 5 6-993 8-6682v 4 / 024667 -0 1 29
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11/08/2022 Item No.12.

I. The information contained in the Preliminary Official Statement and in the Official Statement (other than statements therein pertaining to the DTC and its book-entry system and under the caption "PROPOSED PROPERTY DEVELOPMENT -
Property Ownership,)) '(-
Development Plan," ((- Status of Development," 6'- psvsl6pment Plans of Finance" and "CONTINUING DISCLOSURE -
Lennar Homes," as to which no view is expressed) does not and shall not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (J) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any material fact or omission of any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading.

J. Up to and including 25 days after the End of the Underwriting Period, the City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. As used herein, the term "End of the Underwriting Period" means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be a written notice delivered to the City at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the "End of the Underwriting Period." K. At the time of acceptance hereof there is and as of the Closing there will be no action pending (notice of which has been served on the City) or to the best knowledge of the City threatened, in which any such action: (i) in any way questions the existence of the Community Facilities District or the titles of the officers of the City to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of the Bonds or the Special Tax Bonds or the payment or collection of Special Taxes or any amounts pledged or to be pledged to pay the principal of and interest on the Special Tax Bonds or the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City contemplated thereby; (iii) contests the exemption of interest on the Special Tax Bonds from federal or State income taxation or contests the powers of the City or the Community Facilities District which may result in any material adverse change relating to the financial condition of the Community Facilities District; or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof there is and, as of the Closing Date, there will be no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) ofthis sentence.
4856-993 8-668 2v 4 I 024667 -0 129
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11/08/2022 Item No.12.

L. Any certificate signed on behalf of the City by any officer or employee of the City authorized to do so shall be deemed a representation by the City to the Authority and the Underwriter on behalf of itself and the City as to the statements made therein.

M. At or prior to the Closing, the City will have duly authorized, executed and delivered the Continuing Disclosure Certificate in substantially the form attached as Appendix D to the Official Statement. Except as disclosed in the Preliminary Official Statement, the City has not failed to comply in all respects with any previous undertakings with regard to the Rule to provide annual reports or notices of material events in the last five years.

N. The City will apply the proceeds of its Special Tax Bonds in accordance with the City Indenture.

O. Between the date of the Purchase Agreement and the date of Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement by and between the Authority and the Underwriter.

CITY OF FOLSOM
By:

Finance Director of the City of Folsom
48 5 6 -993 8 - 6682v 4 / 024 667 -0 129
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11/08/2022 Item No.12.

EXHIBIT C

FOLSOM RANCH FINANCING AUTHORITY
cITy oF FOLSOM COMMUNITY FACTLTTIES DISTRICT NO. 20 (RUSSELL RANCH)

SPECIAL TAX REVENUE BONDS
SERIES 2022

LETTER OF REPRESENTATIONS OF

LENNAR HOMES OF CALIFORIIIA, LLC
2022
-)Folsom Ranch Financing Authority
50 Natoma Street,
Folsom, California 9563 0
City of Folsom
50 Natoma Street,
Folsom, California 95630
Piper Sandler & Co.
3626Fafu Oaks Boulevard, Suite 100
Sacramento, Califomia 95864
Ladies and Gentlemen
Reference is made to the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (the "Bonds") and to the Bond Purchase Agreement to be entered into in connection therewith (the "Purchase Agreement"). This Letter of Representations (the "Letter of Representations") is delivered pursuant to the Purchase Agreement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of Lennar Homes of California, LLC, a California limited liability company ("Lennar Homes"), and the undersigned, on behalf of Lennar Homes, further certifies as follows:

1. Lennar Homes is a limited liability company validly existing and in good standing as a limited liability company under the laws of the State of Califomia and is in good standing in the State of California and has all requisite right, power and authority: (i) to execute and deliver this Letter of Representations; (ii) execute and deliver at the Closing the Lennar Homes Continuing Disclosure Certificate; and (iii) to undertake all of the transactions on its part described in the Preliminary Offi cial Statement.

2. As set forth in the Preliminary Official Statement, certain property within the City of Folsom Community Facilities District No.20 (the "Community Facilities District") is held in the 48 5 6 -9 9 3 8 - 6 682v 4 I 02 4 667 -0 1 29
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11/08/2022 Item No.12.
name of Lennar Homes or its Affiliatesl (herein the "PropertS/"). The undersigned, on behalf of Lennar Homes, makes the representations herein with respect to all such Property.

3. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigne d,' (u) Lennar Homes and its Affiliates are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, fiscal agent agreement, bond or note (collectively, the "Material Agreements") to which Lennar Homes or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect Lennar Homes' ability to complete the development of the Property as proposed in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.

4. To the Actual Knowledge of the Undersigned, neither Lennar Homes, nor any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect Lennar Homes' ability to complete the development of the Property as proposed in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property.

5. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against Lennar Homes (with proper service of process or proper notice to Lennar Homes having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any cuffent Affiliate (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is threatened in writing against Lennar Homes or any such Affiliate which if successful, is reasonably likely to materially and adversely affect Lennar Homes' ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Tax or ad valorem tax obligations on its Property when due.

6. As of the date thereof, the Preliminary Official Statement, solely with respect to information contained therein with respect to Lennar Homes, its Affiliates, ownership of the Property, Lennar Homes' development plan, Lennar Homes' financing plan, Lennar Homes' lenders, if any, and contractual arrangements of Lennar Homes or any Affiliates (including, if material to 1 "Affiliut." means, with respect to a Person (i) any other Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under common control with such Person, and (ii) for whom information, including financial information or operating dat4 concerning such Person referenced in clause (i) is material to an evaluation of the Community Facilities District and the Bonds (i.e., information relevant to Lennar Homes' development plans with respect to its Property and the payment of its Special Taxes, or such Person's assets or funds that would materially affect Lennar Homes' ability to develop its Property as described in the Preliminary Official Statement or to pay its Special Taxes). "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincoqporated organization or a govemment or political subdivision thereof. For purposes hereof, the term "control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
2 As used in this Letter of Representations, the phrase "Actual Knowledge of the Undersigned" shall mean the knowledge of the undersigned as ofthe date hereofobtained from interviews with such current officers and responsible employees ofLennar Homes and its Affiliates as the undersigned has determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth herein. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of Lennar Homes' current business and operations.
485 6 -993 8 -6682v 4 I 024667 -0 129
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11/08/2022 Item No.12.

Lennar Homes' development plan or Lennar Homes' financing plan, other loans of such Affiliates) as set forth under the captions "INTRODUCTION-Property Ownership and Development Status," "PROPOSED PROPERTY DEVELOPMENT" and "CONTINUING DISCLOSURE-Lennar Homes" is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

7. Lennar Homes covenants that, while the Bonds or any refunding obligations related thereto are outstanding, Lennar Homes and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District, to challenge the adoption of Ordinance No. 1279 of the City levying Special Taxes within the Community Facilities District, to invalidate the Community Facilities District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section3115.5 of the Streets and Highways Code based on recordation of the amended notice of special tax lien relating thereto. The foregoing covenant shall not prevent Lennar Homes in any way from bringing any other action, suit or proceeding including, without limitation, (a) an action or suit contending that the Special Taxes have not been levied in accordance with the methodologies contained in the Community Facilities District's Rate and Method of Apportionment of Special Taxes pursuant to which the Special Taxes are levied, or (b) an action or suit with respect to the application or use of the Special Taxes levied and collected.

8. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, Lennar Homes is not aware that any other public debt secured by a tax or assessmsnt on the Property exists or is in the process of being authorized or any assessment districts or community facilities districts have been or are in the process of being formed that include any portion of the Property.

9. To the Actual Knowledge of the Undersigned, neither Lennar Homes nor any Affiliate has been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by Lennar Homes or any Affiliate within the boundaries of a community facilities district or an assessment district within Califomia that (a) would have caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against Lennar Homes or any such Affiliate.

10. Lennar Homes intends to comply with the provision of the Mello-Roos Community Facilities District Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Properfy, or portions thereof.

11. To the Actual Knowledge of the Undersigned, Lennar Homes is able to pay its bills as they become due and no legal proceedings are pending against Lennar Homes (with proper service of process to Lennar Homes having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which Lennar Homes may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation. 48 5 6-993 8-6682v 4 I 024667 -0 129
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12. To the Actual Knowledge of the Undersigned, Affiliates of Lennar Homes are able to pay their bills as they become due and no legal proceedings are pending against any Affiliates of Lennar Homes (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of Lennar Homes may be adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted an extension of time to pay their debts or obligations, or be allowed to reorganize or readjust their debts or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

13. If between the date hereof and the Closing Date any event relating to or affecting Lennar Homes, its Affiliates, ownership of the Property, Lennar Homes' developmentplan, Lennar Homes' financing plan, Lennar Homes' lenders, if any, and contractual arrangements of Lennar Homes or any Affiliates (including, if material to Lennar Homes' development plan or Lennar Homes' financing plan, other loans of such Affiliates) shall occur of which the undersigned has actual knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 6 hereof, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, Lennar Homes shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.

14. Lennar Homes agrees to deliver a Closing Certificate dated the date of issuance of the Bonds at the time of issuance of the Bonds in substantially the form attached as Exhibit A.

15. Lennar Homes agrees to deliver the Lennar Homes Continuing Disclosure Certificate at the time of issuance of the Bonds in substantially the forma attached as Appendix D to the Preliminary Offi cial Statement.

16. On behalf of Lennar Homes, I have reviewed the contents of this Letter of Representations and have met with counsel to Lennar Homes for the purpose of discussing the meaning of its contents.

The undersigned has executed this Certificate solely in his or her capacity as an officer of Developer and he or she will have no personal liability arising from or relating to this Certificate.

LENNAR HOMES OF CALIFORNIA, LLC
a California limited liability company
By:

Its:
48 5 6 -9 9 3 8 -6682v 4 I 02 4 667 -0 1 29
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11/08/2022 Item No.12.

EXHIBIT D

FOLSOM RANCH FINAIICING AUTHORITY
cITy oF FOLSOM COMMUNITY FACILITIES DISTRICT NO.20 (RUSSELL RANCH)

SPECIAL TAX REVENUE BONDS
SERIES 2022

CLOSING CERTIFICATE OF LENNAR HOMES OF CALIFORNIA, LLC
_,2022
Folsom Ranch Financing Authority
50 Natoma Street
Folsom, CA,95630
City of Folsom
50 Natoma Street
Folsom, CA,95630
Piper Sandler & Co.
3626 Faft Oaks Boulevard, Suite 100
Sacramento, Califomia 95864
Ladies and Gentlemen:

Reference is made to the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (the "Bonds") and to the Bond Purchase Agreement, dated _,2022 (the "Purchase Agreement"), entered into in connection therewith. This certificate is delivered by Lennar Homes of Califomia, LLC, a Califomia limited liability company ("Lennar Homes") pursuant to the Purchase Agreement.

Capitalized terms used herein or in the Letter of Representations (defined below) and not otherwise defined have the meanings ascribed to them in the Purchase Agreement. A copy of a Letter of Representations (the 'ol,etter of Representations"), dated _, 2022, delivered by Lennar Homes, is attached hereto as Exhibit A.

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of Lennar Homes, and the undersigned, on behalf of Lennar Homes, further certifies as follows:

1. Lennar Homes has received the final Official Statement relating to the Bonds. Each statement, representation and warranty made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the final Official Statement.

2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement affecting the statements and information described in Paragraph 6 of the Letter of Representations relating to Lennar Homes, its Affiliates, ownership of the Property, Lennar Homes' development plan, Lennar Homes' financing plan, Lennar Homes' lenders, if any, 4 8 5 6 -9 9 3 8 - 6682v 4 I 02 4 667 -0 1 29
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11/08/2022 Item No.12.
and contractual arrangements of Lennar Homes or any Affiliates (including, if material to Lennar Homes' development plan or Lennar Homes' financing plan, other loans of such Affiliates) which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Official Statement not misleading in any material respect.

3. For the period through 25 days after the "End of the Underwriter Period" as defined in the Purchase Agreement, if any event relating to or affecting Lennar Homes, its Affiliates, ownership of the Property, the Lennar Homes' development plan, Lennar Homes' financing plan, Lennar Homes' lenders, if any, and contractual arrangements of Lennar Homes or any Affiliates (including, if material to Lennar Homes' development plan or Lennar Homes' financing plan, other loans of such Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchasero the Developer shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading.

4. Lennar Homes has duly and validly executed and delivered the Lennar Homes Continuing Disclosure Certificate.

5. The undersigned has executed this Certificate solely in his or her capacity as an officer of Lennar Homes and he or she will have no personal liability arising from or relating to this Certificate.

LENNAR HOMES OF CALIFORNIA, LLC
a California limited liability company
By:

Its:
485 6 -9938-6682v 4 / 024667 -0 | 29
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11/08/2022 Item No.12.

EXHIBIT A

LETTER OF REPRESENTATIONS OF LENNAR HOMES OF CALIFORIIIA, LLC 48 5 6 -9 93 8 -6 682v 4 I 02 4 6 67 -0 I 29
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11/08/2022 Item No.12.

EXHIBIT E

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

SPECIAL TAX REVENUE BONDS
SERIES 2022
CERTIFTCATE OF AG ESSENTIAL HOUSING CA 4, L.P.

Folsom Ranch Financing Authority
50 Natoma Street,
Folsom, California 95630
City of Folsom
50 Natoma Street,
Folsom, California 95630
Piper Sandler & Co.
3626Fair Oaks Boulevard, Suite 100
Sacramento, California 95864
Ladies and Gentlemen
Reference is made to the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (the "Bonds") and to the Bond Purchase Agreement to be entered into in connection therewith (the "Purchase Agreement"). This Certificate (the "Certificate") is delivered pursuant to the Purchase Agreement.

Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certi$'the same as an authorized officer or representative of AG Essential Housing CA 4,L.P., a Delaware limited partnership (the "Landowner"), and the undersigned, on behalf of the Landowner, further certifies as follows:

1. The Landowner is a limited partnership validly existing and in good standing as a limited partnership under the laws of the State of Delaware and is duly registered to transact intrastate business in the State of California as a foreign limited partnership and is in good standing in the State of California and has all requisite right, power and authority: (i) to execute and deliver this Letter of Representations; and (ii) to undertake all of the transactions on its part described in the Preliminary Offi cial Statement.

2. As set forth in the Preliminary Official Statement, certain property within the City of Folsom Community Facilities District No.20 (the "Community Facilities District") is held in the name of the Landowner (herein the "Property"). The undersigned, on behalf of the Landowner, makes the representations herein with respect to all such Property.

3. As of the date thereof, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Landowner and ownership of the Property as set 4856-993 8-6682v 4 I 024667 -0 129
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11/08/2022 Item No.12.
forth under the caption "PROPOSED PROPERTY DEVELOPMENT-Property Ownership-Zfte Landbank Structure is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. The Landowner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Landowner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District, to challenge the adoption of Ordinance No. 1279 of the City levying Special Taxes within the Community Facilities District, to invalidate the Community Facilities District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section3ll5.5 of the Streets and Highways Code based on recordation of the amended notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Landowner in any way from bringing any other action, suit or proceeding including, without limitation, (a) an action or suit contending that the Special Taxes have not been levied in accordance with the methodologies contained in the Community Facilities District's Rate and Method of Apportionment of Special Taxes pursuant to which the Special Taxes are levied, or (b) an action or suit with respect to the application or use of the Special Taxes levied and collected.

5. Except as disclosed in the Preliminary Official Statement, the Landowner is not aware that any other public debt secured by a tax or assessment on the Property exists or is in the process of being authorized or any assessment districts or community facilities districts have been or are in the process of being formed that include any portion of the Property.

6. The Landowner has been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Landowner within the boundaries of a community facilities district or an assessment district within California that (a) would have caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against the Landowner.

7. The undersigned has executed this Certificate solely in his or her capacity as an officer of the Landowner and he or she will have no personal liability arising from or relating to this Certificate.

AG ESSENTIAL HOUSING CA 4, L.P., A
Delaware limited partnership
By:

Its:
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EXHIBIT F

SUPPLEMENTAL OPINION OF BOND COUNSEL
[Date of Issuance]
Piper Sandler & Co., as Underwriter
Sacramento, Cal ifornia
Folsom Ranch Financing Authority
City of Folsom Community Facilities DistrictNo. 20 (Russell Ranch) Special Tax Revenue Bonds" Series 2022
(Supplemental Opinion)
Ladies and Gentlemen:

This letter is addressed to you, as Underwriter, pursuant to Section 4.F.7. of the Bond Purchase Agreement, dated _)2022 (the "Purchase Agreement"), between you and the Folsom RanchFinancingAuthority(the..Authority,'),providingforthepurchaseof$-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"). The Bonds are being issued pursuant to a Trust Agreement, dated as of _ 1,2022 (the "Trust Agreement"), by and among the Authority, the City of Folsom (the "City") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement or, if not defined in the Trust Agreement, in the Purchase Agreement.

We have delivered our final legal opinion (the "Bond Opinion") as bond counsel to the Authority concerning the validity of the Bonds and certain other matters, dated the date hereof and addressed to the Authority. You may rely on such opinion as though the same were addressed to you.

In connection with our role as bond counsel to the Authority, we have reviewed the Purchase Agreement; the Trust Agreement; the Local Obligations Indenture; the Tax Certificate, dated the date hereof (the "Tax Certificate") of the Authority and the City; certain portions of the posted official statement of the Authority, dated _,2022, with respect to the Bonds (the "Official Statement"); opinions of counsel to the Authority and the Trustee; certificates of the Authority, the City, the Trustee, Integra Realty Resources (the "Appraiser"), NBS (the "Special Tax Consultant"), Lennar Homes, fAnthem, THNC] and others; and such other documents, opinions and matters to the extent we deemed necessary to render the opinions and conclusions set forth herein.

The opinions and conclusions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions or conclusions may be affected by actions taken or omitted or events occurring after the original delivery of the Bonds on date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the original delivery of the Bonds on date hereof. 48 5 6-993 8-6682v 4 I 024667 -0 | 29
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11/08/2022 Item No.12.

We have assumed the genuineness of all documents and signatures provided to us and the due and legal execution and delivery thereof by, and validity against, any parties other than the Authority.

We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documentso and of the legal conclusions contained in the opinions, referred to in the third paragraph hereof. We have fuither assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the Bonds, the Trust Agreement, the Local Obligations Indenture, the Tax Certificate and the Purchase Agreement and their enforceability may be subject to bankruptcy, insolvency, reotganization, receivership, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities such as the Authority and the City in the State of California. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute or to have the effect of a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the foregoing documents, nor do we express any opinions with respect to the state or quality of title to or interest in any assets described in or as subject to the lien of the Trust Agreement or the Local Obligations Indenture or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such assets. We also express no opinion regarding plans, specifications, maps, financial reports or other engineering or financial details of the proceedings, or upon the Rate and Method of Apportionment for City of Folsom Community Facilities District No.20 (Russell Ranch) or the validity of the Special Tax levied upon any individual parcel.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions and conclusions:

1. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

2. The Purchase Agreement has been duly executed and delivered by, and consitutes a valid and binding obligation of, the Authority.

3. The statements contained in the Official Statement under the captions "THE BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2022 BONDS" (excluding therefrom the information under the headings 6(-Special Tax Analysis," "-Special Tax Calculation," and "-fhs Teeter Plan"), and "TAX MATTERS," and in Appendix E"PROPOSED FORM OF OPINION OF BOND COLTNSEL" and Appendix C-"SUMMARY OF PRINCIPAL DOCUMENTS," excluding any material that may be treated as included under such captions by cross-reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Trust Agreement and the Local Obligations Indenture, or set out the content of our Bond Opinion, are accurate in all material respects.

4. We are not passing upon and do not assume any responsibility for the accuracy (except as explicitly stated in paragraph 3 above), completeness or fairness of any of the statements contained in the Official Statement, and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. In our capacity as bond counsel to the Authority in connection with issuance of the Bonds, we participated in conferences with your 48 5 6-993 8-6682v 4 I 024667 -0 129
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representatives, your counsel, representatives of the City, the Authority, their counsel, representatives of Lennar Homes and their counsel, consultants, the Appraiser, engineers, the Special Tax Consultant and others, during which conferences the contents of the Official Statement and related matters were discussed. Based on our participation in the above-mentioned conferences (which, with respect to the Preliminary Official Statement, did not extend beyond the date of the Purchase Agreement, and with respect to the Official Statement did not extend beyond its date), and in reliance thereon, on oral and written statements and representations of the Authority, the Community Facilities District, and others and on the records, documents, certificates, opinions and matters herein mentioned, subject to the limitations on our role as bond counsel to the Authority, we advise you as a matter of fact and not opinion that (a) no facts had come to the attention of the attorneys in our firm rendering legal services with respect to the Preliminary Official Statement which caused us to believe as of the date of the Purchase Agreement, based on the documents, drafts and facts in existence and reviewed as of that date that the Preliminary Official Statement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except any information marked as preliminary or subject to change, any information permitted to be omitted by Securities and Exchange Commission Rule l5c-12 or otherwise left blank and any other differences with the information in the Official Statement), and (b) no facts had come to the attention of the attorneys in our firm rendering legal service with respect to the Official Statement which caused us to believe as of the date of the Official Statement and as of the date hereof that the Official Statement contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, we expressly exclude from the scope of this paragraph and express no opinion or conclusion, with respect to both the Preliminary Official Statement and the Official Statement, about any CUSIP numbers, financial, accounting, statistical or economico engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about feasibility, valuation, appraisals, absorption, real estate or environmental matters, litigation, any statements about compliance with prior continuing disclosure undertakings, or any information about book-entry, DTC, Cede & Co., ratings, rating agencies, underwriters, underwriting, and the information contained in Appendices A, B, D, F and G included or referred to therein or omitted therefrom. No responsibility is undertaken or conclusion expressed with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by or incorporated by reference in the Preliminary Official Statement or the Official Statement.

This letter is furnished by us as bond counsel to the Authority. No attorney-client relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as Underwriter of the Bonds, is solely for your benefit as such Underwriter in connection with the original delivery of the Bonds on the date hereof and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of the Bonds or by any other party to whom it is not specifi cally addressed.

Very truly yours,
ORzuCK, HERRINGTON & SUTCLIFFE LLP
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EXHIBIT G

OPINION OF DEVELOPER'S COUNSEL
2022_)
Folsom Ranch Financing Authority
50 Natoma Street
Folsom, California 95630
Piper Sandler & Co.
3626Fair Oaks Boulevard, Suite 200
Sacramento, California 95864
Re: $ Folsom Ranch Financing Authority City of Folsom Community Facilities District No.20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022
Ladies and Gentlemen:

We have acted as counsel to Lennar Homes of Califomia,LLC, a California limited liability company (the "Developer") in connection with the issuance and sale by the Folsom Ranch Financing Authority (the "Issuer") of$ Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (the o'Bonds") to provide funds to finance the purchase of limited obligation special tax bonds (the "CFD 20 Local Obligations"), issued by the City of Folsom (the "City") for the benefit of the City of Folsom Community Facilities District No. 20 (Russell Ranch) (the "District"). This opinion is rendered pursuant to the Bond Purchase Agreement dated _, 2022 (the "Bond Purchase Agreement"), entered into in connection therewith. Capitalized terms used herein without definition shall have the meanings set forth in the Bond Purchase Agreement.

In rendering the opinions set forth hereino we have reviewed and examined such documents as we have determined to be appropriate, including the following documents:
l. The Bond Purchase Agreement;

2. The Preliminary Official Statement and the Final Official Statement (together, the "Official Statement");

3. Lennar Homes Continuing Disclosure Certificate dated _, 2022, executed by Developer (the "Developer Disclosure Certificate"); and

4. Letter of Representations of Lennar Homes of California, LLC, dated _, 2022, and the Closing Certificate of Lennar Homes of California,LLC, dated _,2022, both as required pursuant to the Bond Purchase Agreement (collectively, the "Developer Certificate"). 4 8 5 6 -9 9 3 8 -6682v 4 I 02 4 667 -0 | 29
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With respect to factual matters underlying our opinions herein, we have made no independent investigation or inquiry and have relied solely upon Lennar Homes' Certificate. We advise you that the phrase "to our knowledge," as used herein, means that no facts have come to our attention, based upon an inquiry of attorneys in this firm who devote substantive legal attention to Developer, or as a result of our examination of Lennar Homes' Certificate, that indicate to us anything contrary to the statement to which the phrase relates. Except as expressly set forth above, the phrase does not mean that we have conducted any investigation or inquiry or performed any other examination or review.

We have no reason to believe that any factual matters or assumptions relied upon by us are not true, correct and complete.

Our opinions herein are limited to the internal laws of the State of Califomia and the federal laws of the United States of America. We express no opinion whatsoever with respect to the laws of any other jurisdiction and assume no responsibility for the applicability of such laws.

In rendering our opinions herein, we have assumed the following, with your approval:
i. The genuineness and authenticity of all signatures on original documents submitted to us (other than any signatures on behalf of Developer); the authenticity and completeness of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; where any signature, other than any signature on behalf of Developer purports to have been made in a corporate, governmental, fiduciary or other capacity, the person who affixed such signature had the full power and authority to do so; ii. The due authorization, execution and delivery of the applicable agreements by the parties thereto, other than Lennar Homes, and the legality, validity, binding effect and enforceability against such parties of their respective obligations under such agreements; iii. The truth, accuracy and completeness of all factual representations and warranties of all parties under the documents described in paragraphs I through 4, above; iv. The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the State of California has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity;and
v. All official public records relied upon by us are accurate and complete.

Based upon the foregoing and in reliance thereon, and based on our examination of such questions of law as we have deemed appropriate under the circumstances, and subject to any further assumptions, comments, exceptions, qualifications and limitations set forth below, as of the date hereof, it is our opinion that:
l. Developer is a limited liability company validly existing and in good standing as a limited liability company under the laws of the State of California and is in good standing in the State of California, and has full power and authority to enter into Lennar Homes Disclosure Certifi cate.

2. Lennar Homes has duly and validly executed and delivered Lennar Homes Disclosure Certificate, and Lennar Homes Disclosure Certificate constitutes the legal, valid 4 8 5 6 -9 9 3 8 - 6 682v 4 I 02 4 667 -0 I 29
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11/08/2022 Item No.12.
and binding obligation of Lennar Homes, enforceable against Developer in accordance with its terms.

3. To our knowledge, the execution and delivery by Developer of Lennar Homes Disclosure Certificate and the performance of its obligations thereunder do not and will not result in a violation of any provision of, or in default under any agreement or other instrument to which Developer is a party.

4. To our knowledge, Developer is not in violation of any provision of or in default under, its organizational documents or any agreement or other instrument, violation or default under which would materially and adversely affect the business, properties, assets, liabilities or conditions (financial or other) of Lennar Homes with respect to Developer's ability to develop real property owned by Developer within the District.

5. To our knowledge, except as set forth in the Official Statement, there is no litigation pending against Developer (with service of process to Developer having been duly given and completed) or overtly threatened against Developer which would materially and adversely affect the validity or enforceability of Lennar Homes Disclosure Certificate, Developer's ability to complete the development of its property as proposed in the Official Statement or to pay the Special Taxes.

6. Without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement under the captions "INTRODUCTION-Property Ownership and Development Status," "PROPOSED PROPERTY DEVELOPMENT" and "CONTINUING DISCLOSURE-Lennar Homes" (except that no opinion or belief need to be expressed as to any information relating to The Depository Trust Company, or any information relating to CUSP numbers, or with respect to any financial, statistical or engineering information, data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, assessed valuations or appraised values, or to any information which is attributable to a source other than Developer, contained in the Official Statement), no facts came to our attention during the course of our representation of Developer that would lead us to believe that the information under said captions of the Official Statement relating to Lennar Homes and Lennar Homes' organizations, activities, properties and financial condition, and its proposed development of the Property, contains any untrue statement of a material fact or omits any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In addition, all of our opinions expressed hereinabove are specifically subject to and limited by the following:
a) We express no opinion as to matters governed by any laws other than the substantive laws of California which are in effect as of the date hereof, and we assume no obligation to modify or supplement this opinion with respect to changes in such laws after the date hereof. 48 56-993 8 -66 82v 4 I 024667 -0 129
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b) As counsel to Lennar Homes in this matter, we have not rendered financial advice to Lennar Homes and do not represent, by this opinion or otherwise, that we have reviewed or made any assessment about, nor do we offer any opinion about, the financial condition of Lennar Homes, past, present or future, including any financial information contained in Lennar Homes Disclosure Certificate; nor have we reviewed the financial feasibility of this transaction or those matters which the proceeds of the Bonds will fund or any of it components and, accordingly, we offer no opinion whatsoever regarding such fi nancial feasibility.
c) The effect of laws or court decisions relating to bankruptcy, insolvency, fraudulent conveyance, equitable subordination, reorganization, affangement, moratorium or other laws or court decisions relating to or affecting creditors'rights generally. d) Limitations imposed by Califomia or federal law or equitable principles upon the availability of the remedy of specific performance of any of the remedies, covenants or other provisions of any document or agreement and upon the availability of injunctive relief or other equitable remedies.

In addition, we express no opinion as to the title of the property within the District or any entitlements, permits, approvals or other assets relating to Lennar Homes' development of its property as proposed in the Official Statement.

We express no opinion as to any matter other than as expressly set forth above, and, in conjunction therewith, specifically express no opinion concerning the application of or compliance with any federal securities law, including, but not limited to, the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, any state securities or "Blue Sky" law, or any federal, state or local tax law, as respecting the Bonds.

This letter is intended solely for your use in relation to the Bond Purchase Agreement and may not be reproduced or filed publicly or relied upon for any other purpose by you or for any purpose whatsoever by any other party without the express written consent of the undersigned except that this opinion may be copied and distributed as part of a closing book of the bond transaction documents, provided that such distribution shall not expand in any way the permitted uses of this letter.

We assume no responsibility for the effect of any fact or circumstance occurring subsequent to the date of this letter, including, without limitation, legislative or other changes in the law.

Further, we assume no responsibility to advise you of any facts or circumstances of which we become aware after the date hereof, regardless of whether or not they may affect our opinions herein.

This opinion is given as of the date hereof, and we assume no obligation to update our opinions herein after the date hereof.

Very truly yours,
48 56-993 8-66 82v 4 I 024667 -0 129
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11/08/2022 Item No.12.

EXHIBIT H

FOLSOM RANCH FINANCING AUTHORITY
cITy oF FOLSOM COMMUNITY FACTLTTIES DISTRICT NO.20 (RUSSELL RANCH)

SPECIAL TAX REVENUE BONDS
SERIES 2022

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Piper Sandler & Co. ("PSC") hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the "Bonds"). l. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least l0o/o of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initiul Offiring Price of the Hold-the-Olfering-Price Maturities. (a) PSC offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated _, 2022, by and between PSC and the Folsom Ranch Financing Authority (the "Authority"), PSC has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold-the-offering-price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule.

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

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities."
(b) Hold+he-Offering-Price Mqturities means those Maturities of the Bonds listed in Schedule A hereto as the "Hold-the-Offering-Price Maturities." (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date C__, 2022), or (ii) the date on which PSC has sold at least l0% of such Hold-the- Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.l
(d) Issuer means the Folsom Ranch Financing Authority.

H-1
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(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(0 Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is _,2022. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents PSC's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick Herrington & Sutcliffe LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

PIPER SANDLER & CO
By
Name
Dated: _,2022
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SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES Ai\D INITIAL OFFERING PRICES OF THE HOLD-THE.OFFERING-PRICE MATURITIES
(Attached)
485 6-9938 -6682v 4 I 024667 -0 129
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SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
485 6 -993 8-6682v 4 I 024667 -0 I 29
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EXHIBIT I

FOLSOM RANCH FINANCING AUTHORITY
crrY oF FoLSoM COMMUNITY FACILITTES DISTRICT NO.20 (RUSSELL RANCH)

SPECIAL TAX REVENUE BONDS
SERIES 2022
2022_2

CERTIFICATE OF'' APPRAISER
Folsom Ranch Financing Authority
50 Natoma Street,
Folsom, CA, 95630
City of Folsom
50 Natoma Street,
Folsom, CA,95630
Piper Sandler & Co.
3626Fair Oaks Boulevard, Suite 200
Sacramento, California 9 5864
The undersigned hereby states and certifies:

1. That he is an authorized principal of Integra Realty Resources (the "Appraiser") and as such is familiar with the facts herein certified and is authorized and qualified to certify the same.

2. That the Appraiser has prepared an appraisal report, dated _,2022 (the "Appraisal Report"), on behalf of the City of Folsom (the "City") and the Folsom Ranch Financing Authority (the "Authority") in connection with the Preliminary Official Statement, dated _, 2022 (the "Preliminary Official Statement") and the Official Statement dated _, 2022 ("Official Statement"), for the Folsom Ranch Financing Authority City of Folsom Community Facilities DistrictNo. 20 (Russell Ranch) Special Tax Revenue Bonds Series 2022 (the "Bonds").

3. That the Appraiser hereby consents to the reproduction and use of the Appraisal Report appended to the Preliminary Official Statement and the Official Statement. The Appraiser also consents to the references to the Appraiser and the Appraisal made in the Preliminary Official Statement and the Official Statement.

4. In the opinion of the Appraiser the assumptions made in the Appraisal Report are reasonable. Since the date of value of the Appraisal Report, the Appraiser is not aware of any facts that would cause its opinion of value of the taxable property in the Community Facilities District to be lower than the value in the Appraisal.

5. Each of the parcels appraised by the Appraiser is encompassed within the Community Facilities District as set forth in the boundary map of the Community Facilities District. 4 8 56-993 8-6682v 4 I 024667 -0 129
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6 That, as of the date of the Official Statement and as of the date hereof, the Appraisal Report appended to the Official Statement, to the best of my knowledge and belief, and subject to all of the Limiting Conditions and Major Assumptions set forth in the Appraisal Report, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and no events or occulTences have been ascertained by us or have come to our attention that would substantially change the estimated values stated in the Appraisal Report.

However, we have not performed any procedures since the date of the Appraisal Report to obtain knowledge of such events or occurrences nor are we obligated to do so in the future.

7. The City and the Underwriter, Piper Sandler & Co., are entitled to rely on the Certificate.

Dated _t 2022 INTEGRA REALTY RESOURCES
By:

Authorized Representative
485 6-993 8-6682v 4 / 024667 -0 129
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ATTACHMENT 8

11/08/2022 Item No.12.

CITY CONTI]\UING DISCLOSURE CERTIFICATE
TIIIS CONTII{UING DISCLOSURE CERTIFICATE (this "Disclosure Certificate"), dated as of 2022, is executed and delivered by the City of Folsom (the "City") relative to the Folsom Ranch Financing Authority (the "Authority") in connection with the issuance by the Authority of the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement (the "Trust Agreement"), among the City, the Authority and U.S. Bank Trust Company, National Association (the "Trustee"). The City covenants and agrees as follows.

SECTION 1. Purpose of the Disclosure Certificate. The Disclosure Certificate is being executed and delivered by the City for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(bX5).

SECTION 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalizedterm used in this Disclosure Certificate unless otherwise defined in this Section, the followingcapitalizedterms shall have the following meanings:
"Annual Report" means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and4 hereof.
o'Annual Report Date" means the date in each year that is nine months after the end of the Crty's fiscal year, which date, as of the date of this Disclosure Certificate, is April 1. "Community Facilities Districf' means the City of Folsom Community Facilities District No. 20 (Russell Ranch).
"Dissemination Agent" shall mean NBS, or any successor Dissemination Agent designated in writing by the City and which has filed with the City awritten acceptance of such designation. "EMMA System" means the MSRB's Electronic Municipal Market Access system, or such other electronic system designated by the MSRB.
"Financial Obligation" means, for purposes of the Listed Events set out in Section 5(a)(10) and Section 5(bX7), a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii).

The term "Financial Obligation" shall not include Municipal Securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule.
"Listed Events" means any of the events listed in subsection (a) of Section 5 hereof. "MSRB" means the Municipal Securities Rulemaking Board, or any successor thereto. "Official Statement" means the Official Statement, dated 2022, rclating to the Bonds.
"Participating Underwriter" means the original underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds.
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11/08/2022 Item No.12.
"Rule" means Rule l5c2-12(bx5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

SECTION 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, provide to the MSRB through the EMMA System, in an electronic format and accompanied by identifing information all as prescribed by the MSRB, an Annual Report which is consistent with the requirements of Section 4 hereof not later than the Annual Report Date, commencing with the report for the 2021-22 Fiscal Year. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 hereof; provided, however, that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. If the City's fiscal year changes, it shall, or shall instruct the Dissemination Agent to, give notice of such change in the same manner as for a Listed Event under subsection (e) of Section 5 hereof. The first Annual Report may include the filing of or reference to the Official Statement.
(b) Not later than 15 business days prior to the date specified in subsection (a) of this Section for the providing of the Annual Report to the MSRB, the City shall provide the Annual Report to the Dissemination Agent.
(c) If the Dissemination Agent is other than the City, then not later than fifteen (15) Business Days prior to said date, the City shall provide the Annual Report to the Dissemination Agent. If the City is unable to provide the Annual Report to the MSRB by the Annual Report Date, the City shall send a notice to the MSRB in substantially the form attached as Exhibit A to the Disclosure Certificate. (d) The Dissemination Agent shall:
(D provide any Annual Report received by it to the MSRB, as provided herein; and (ii) file a report with the City certifuing that the Annual Report has been provided pursuant to this Disclosure Certificate and stating the date it was so provided.

SECTION 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following:
(a) The City's audited financial statements, if any, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City's audited financial statements, if any, are not available by the time the Annual Report is required to be filed pursuant to subsection (a) of Section 3 hereof the Annual Report shall contain unaudited financial statements, and the audited financial statements, if any, shall be filed in the same manner as the Annual Report when they become available.
(b) The following information:
(D The principal amount of Bonds and any bonds secured by Additional Local Obligations (as defined in the Official Statement) Outstanding as of the December 31 next preceding the Annual Report Date along with debt service schedules for the Bonds and any bonds secured by Additional Local Obligations (as defined in the Official Statement) Outstanding as of such date;
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11/08/2022 Item No.12.
(ii) The balance in each reserve account for the Local Obligations, and a statement of the required bond reserve amount, as of the December 31 next preceding the Annual Report Date; (iii) The total assessed value of all parcels within the Community Facilities District on which the Special Taxes are levied, as shown on the assessment roll of the Sacramento County Assessor last equalized prior to the December 3l next preceding the Annual Report Date, and a statement of assessed value-to-lien ratios therefor based on special tax and assessment debt, either by individual parcel or by categories (e.g., "below 3i1," "3il to 4:1" etc.); (iv) The Special Tax delinquency rate for the Community Facilities District as of the December 31 next preceding the Annual Report Date; the number of parcels within the Community Facilities District delinquent in payment of special taxes as of the December 31 next preceding the Annual Report Date; the amount of each delinquency; the length of time delinquent and the date on which foreclosure was commenced, or similar information pertaining to delinquencies deemed appropriate by the City; provided, however, that parcels with aggregate delinquencies of $1,000 or less (excluding penalties and interest) may be grouped together and such information may be provided by category;
(v) The status of foreclosure proceedings and a summary of the results of any foreclosure sales in the Community Facilities District as of the December 31 next preceding the Annual Report Date;
(vi) The identity of any property owner, representing more than 5o/o of the Special Tax levy, delinquent in payment of special taxes as of the December 31 next preceding the Annual Report Date;
(vii) All tentative and final maps approved andlor recorded within the Community Facilities District, describing the gross acres, the planned commercial acres and the number and type of planned residential dwelling units;
(viii) The number of new building permits issued and a description of the purpose of such permits (e.g., new single-family, new multi-family, new commercial, new industrial); (i*) A land ownership summary listing the top ten Special Tax payers for the Community Facilities District, as shown on the assessment roll of the Sacramento County Assessor last equalized prior to the December 31 next preceding the Annual Report Date; and (") For the current Fiscal Year, the amount ofthe Maximum Special Tax and the actual Special Tax levied within the Community Facilities District, with such amounts reported separately for Developed Property, Small Lot Final Map Property and Large Lot Property; provided, however, that once all Taxable Property within the Community Facilities District is Developed Property, the Maximum Special Tax and the actual Special Tax levied may each be shown on an aggregate basis in the Annual Report. For the purposes of this subparagraph (x), all capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Rate and Method of Apportionment for the Community Facilities District.

In addition to any of the information expressly required to be provided under this Section, as set forth above, the City shall provide such funher information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
3

11/08/2022 Item No.12.

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to the MSRB through the EMMA System. The City shall clearly identifu each such other document so included by reference.

SECTION 5. Reoorting of Significant Events.
(a) Pursuant to the provisions of this Section, the City shall give notice, or cause notice to be given, not less than ten Business Days after the occurrence of any of the following events with respect to the Bonds:
(i) Principal and interest payment delinquencies.
(iD Unscheduled draws on debt service reserves reflecting financial difficulties. (iii) Unscheduled draws on credit enhancements reflecting financial difficulties (iv) Substitution of credit or liquidity providers, or their failure to perform (v) Adverse tax opinions, the issuance by the Internal Revenue Service of proposgd or final determinations oftaxability, Notices of Proposed Issue IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax-exempt status of the security.
(vi) Defeasances.
(vii) Tender offers.
(viii) Bankruptcy, insolvency, receivership or similar event of the obligated person Note: For the purposes of the event identified in subparagraph (ix), the event is considered to occur when any of the following occur: the appointment of a receiver, trustee or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, affangement or liquidation by a court or governmental authority having supervision orjurisdiction over substantially all ofthe assets or business of the obligated person.
(i*) Rating changes.
(x) Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a financial Obligation of the City, any of which reflect financial difficulties.
(b) The City shall give notice, or cause notice to be given, not less than ten Business Days after the occurrence of any of the following events with respect to the Bonds, if material:
4

11/08/2022 Item No.12.
(i) Modifications to rights of Bond holders.
(iD Bond calls.
(iii) Release, substitution or sale of property securing repayment of the Bonds. (iv) Non-paymentrelateddefaults.
(v) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms.
(vi) Appointment of a successor or additional trustee or the change of name of a trustee.
(vii) Incurrence of a Financial Obligation of the City, or agreement to covenants, events of default, remedies, priority rights, or similar terms of a Financial Obligation of the Crty, any of which affect Bondholders.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event described in subsection (b) above, the City shall determine if such event would be material under applicable federal securities laws.
(d) If the City learns of the occuffence of a Listed Event described in subsection (a) of this Section, or determines that knowledge of a Listed Event described in subsection (b) of this Section would be material under applicable federal securities laws, the City shall notifu the Dissemination Agent thereof in writing and instruct the Dissemination Agent to report the occurrence pursuant to subsection (e) of this Section. If in response to a request under subsection (b) of this Section, the City determines that the Listed Event would not be material under applicable Federal securities law, the City shall so notifu the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (e) ofthis Section.
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB through the EMMA System. Notwithstanding the foregoing, notice of Listed Events described in paragraph (vii) of subsection (a) ofthis Section and paragraph (ii) ofsubsection (b) ofthis Section need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds pursuant to the Trust Agreement.

SECTION 6. Termination of Reporting Obligation. The City's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all ofthe Bonds.

If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under subsection (e) of Section 5 hereof.

SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.

The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to the Disclosure Certificate. 5 Page 437
11/08/2022 Item No.12.

SECTION 8. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of subsection (a) of Section 3 hereof, Section 4 hereof or subsections (a) and (b) of Section 5 hereof, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or type ofbusiness conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver (i) is approved by Owners of the Bonds in the manner provided in the Trust Agreement for amendments to the Trust Agreement with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of Owners or Beneficial Owners of the Bonds.

If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the annual financial information containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to the undertaking specifring the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis ofthe new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial statements or information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations.

To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be given in the same manner as for a Listed Event under subsection (e) of Section 5 hereof.

SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION I 0. Default. In the event of a failure of the City or the Dissemination Agent to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of outstanding Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under the Disclosure Certificate. A default under the Disclosure Certificate shall not be deemed an Event of Default under the 6

11/08/2022 Item No.12.

Trust Agreement, and the sole remedy under the Disclosure Certificate in the event of any failure of the City to comply with the Disclosure Certificate shall be an action to compel performance.

SECTION 11. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall be entitled to the protections and limitations from liability afforded to the Trustee under the Trust Agreement. The Dissemination Agent shall not be responsible for the form or content of any Annual Report or notice of Listed Event. The Dissemination Agent shall receive reasonable compensation for its services provided under this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemniff and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) ofdefending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

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

SECTION 13. Countemarts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the City of Folsom has executed this Disclosure Certificate as of the date first above written.

CITY OF FOLSOM
By:
7 Page 439
11/08/2022 Item No.12.

EXIIIBIT A
NOTICE OF FAILURE TO FILE ANI\IUAL REPORT
Name of Issuer:

Name of Issue:

Folsom Ranch Financing Authority
Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 20 (Russell Ranch) Special Tax Revenue Bonds, Series 2022 Date of Issuance: 2022
NOTICE IS IDREBY GIVEN that the City of Folsom (the "Crty") has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate, dated 2022, executed by the City for the benefit of the Holders and Beneficial Owners of the above-referenced bonds. [The City anticipates that the Annual Report will be filed by l
Dated:

CITY OF'FOLSOM
By
Finance Director of the City of Folsom
8

11/08/2022 Item No.12.

ATTACHMENT 9

11/08/2022 Item No.12.

Folsom Ranch Financing Authority
City of Folsom CFD No. 20 (Russell Ranch)
Special Tax Revenue Bonds, Series 2022
SB 450 Summary / Govemment Code 5852.1*
Estimated ParAmount
A. True fnterest Cost (TIC) of the Bonds
B. Sum of all fees and charges paid to 3rd parties
,- Bond Proceeds Net of Reserves, Capitalized Intetest and "' 3rd P"rty Fees and Charges
Net proceeds
Less Reserve Fund
Less Sum ofall fees and charges paid to 3rd parties
Less Capitalized Interest
D. Total PaymentAmount
Total Ptincipal and Interest to Maturity*x
Special Tax Admin. /Continuing Disclosure Fee
Fiscal Agent Fee
Arbitage /Rebate Fee
County Collection Charge
$1o,82o,ooo

5.620
1 $4352502
$8,956,358
10,643,6411
(830,881)
1 (435,250)
1 (427,752)
1 $?3,367,756
22,425,7561
765,000
3 96,000
4 45,000
s
30,000
6 *Summary teflects good faith estimates as of I0/ 19 /22 and all. costs associated with the financing; subject to change based on interest rates, market conditions, and other factors **Less Capitalized Interest
Sources:
1 Preliminary Cash Flows ftom Piper Sandler with market rates as of. I0 / 79 / 22 2 Costs oflssuance
' NBS - estimated 30 years at $25,500 per year
a US Bank - 30 years at $3,200 per year
u NBS - estimated 30 years at $1,500 petye t
u
NBS - estimated 30 years at $1,000 per year

FIELDMAN IROLAPP
& ASST)CIATES

11/08/2022 Item No.12.

City of Folsom CFD No. 20 (Russell Ranch)
Special Tax Bonds, Series 2022
SB 450 Summary / Govemment Code 5852.1*
Estimated ParAmount
A. True Interest Cost (TIC) of the Bonds
B. Sum of all fees and charges paid to 3rd parties
,- Bond Proceeds Net of Reserves, Capitalized Interest and "' 3td Pu"ty Fees and Charges
Net ptoceeds
Less Reserve Fund
Less Sum of all fees and charges paid to 3rd parties
Less Capitalized Interest
D. Total PaymentAmount
Total Princrpal and Interest to Maturity**
Special Tax Admin. /Continuing Disclosue Fee
Fiscal Agent Fee
Arbitage /Rebate Fee
County Collection Charge
$10,820,ooo

5.62Vo1
$435,250
$8,956,358
10,643,6411
(830,S81)
1 (435,250)1
(a\rs41
$23,325,756
22,425,7561
765,000
3 60,000 4
45,000
s
30,000
6 *Summaryteflectsgoodfaithestimates asof 10/t9/22andall.costsassociatedwiththefinancing;subjecttochange based on interest rates, market conditions, and other factors **Less Capitalized Interest
Sources:
1 Preliminary Cash Flows from Piper Sandier with market rates zs of. 70 / 79 / 22 2 Costs oflssuance
' NBS - estimated 30 years at $25,500 per year
a US Bank - 30 years at $2,000 per year
5 NBS - estimated 30 years at $1,500 per year
o NBS - estimated 30 yeats at $1,000 per year
= FIELDMAN IROLAPP5 &ASSOCTATDS

11/08/2022 Item No.12.

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11/08/2022 Item No.12.
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Folsom City Council
Staff Re rt

RECOMMENDATION / CITY COUNCIL ACTION
Staff is seeking'direction on the following recommendations.

Recommendation l: Vacant City-Owned Parcels is:
o Remove Site 12 from the list of consideration as it is not a viable option for sale or alternative use. The remaining sites (0, l, 2, 3, 4, 5, 6, '1, 8, 9, 10, 1l) have various merits that require some additional evaluation to get a better idea of which ones are most suited to either sell, rezone, retain/aclivate, and/or explore or develop.

Recommendation2: Einstein Caf6 (in order of preference):
o Offer the space to the Friends of Folsom Library as an extension or replacement for their current sales space. In the Commission's vision, along with book sales, the space would offer a seating area equipped with high end vending machines. The City would receive revenue directly from the vending machines, and indirectly from the Friends, who would anticipate selling more items and discontinue paying rent for offsite storage. . Open a Request for Proposal (RFP) process to operate the space as a cafe & seating area.
o Make the space available for rent to community members as a meeting space.

Recommendation 3: Zittel Family Amphitheater and the Dan Russell Rodeo Arena:
o Maintain branding/focus of fun, free, family (Zittel Amphitheater) o Maintain youth sports schedule and their use of fields (Dan Russell Rodeo Arena) o Continue current events at Arena (Rodeo/Rodeo Cross/Renaissance Faire) I
MEETING DATE: 11 1812022
AGENDA SECTION: Old Business
SUBJECT: Underutilized and Vacant City-Owned Properties and Direction to staff
FROM: City Manager's Office

11/08/2022 Item No.13.
r Continue current events at Amphitheater (Ice Rink/Farmer's Market) o Recover staff costs associated with supporting events o Recover costs associated with darhage/repairs
. City staff to continue managing the master calendar of events at both facilities o Follow up with the additional considerations as listed below in Analysis BACKGROT]ND
On February 27, 2022, the City Council created an Ad-Hoc Subcommittee to review City properties. The purpose of the Ad-Hoc Subcommittee was to "Identiff and evaluate underutilized city-owned properties and recommend their sale, lease, use, repu{pose, or other disposition as an economic development tool for the City." The Ad-Hoc subcommittee consisted of:

Sarah Aquino, City Councilmember
Rosario Rodriguez, Vice Mayor
Jennifer Cfur er a, Resident
Robert Goss, Resident
Lance Klug, Resident
Todd Speelman, Resident
Clark Whitten, Resident
Will Kempton, P&R Commissioner
Brian Wallace, P&R Commissioner
Joe Gagliardi, Choose Folsom
At the August 23,2022, City Council meeting, City Councilmember Aquino and Vice Mayor Rodriguez made a presentation of their evaluation and recommendations.

The Ad-Hoc Subcommittee reviewed and visited 13 vacant city-owned parcels and anived at various recommendations for selling, rezoning, retaining/activating, or exploring development opportunities.

In addition, the Subcommittee looked at three other city-owned properties:
o Vacant space at the Georgia Murray Library - previously occupied by cafe uses (Einstein Caf6)
c Zittel Family Amphitheater in Folsom Historic District o Dan Russell Rodeo Arena
The direction for the above three city properties was to refer the Einstein Cafe space to the Library Commission and the ZiItel Family Amphitheater and Dan Russell Rodeo Arena to the Parks and Recreation Commission. In general, however, the request ofthose commissions was to discuss how best to activate the spaces, generate revenue, consider outsourcing and public- private partnerships, and discuss other uses, if desired.

The City Council requested to hear back from staff and the Commissions within 90 days. 2 Page 446
11/08/2022 Item No.13.

ANALYSIS
Vacant Citv-Owned Parcels
A City staff team consisting of the City Manager, City Attomey, Parks and Recreation Director, Public Works Director, Community Development Director, and Environmental Water Resources Director evaluated and reviewed the 13 vacant city-owned parcels.

Using the table included in the City Council presentation (Attachment 1), the team discussed and evaluated the Ad-Hoc Subcommittee's recommendations for each site. Staff arrived at various suggestions and/or conclusions based on the site's environmental constraints (i.e. wetlands, dense protected trees, etc.), future uses planned for the site (i.e. affordable housing, parVtrail, etc.), existing arrangements (i.e. identified for tree mitigation), detailed parcel information such as it's zoning, general plan, and surveyor notes (i.e. too small/too irregular to develop), and whether the site's development would be subject to the Surplus Land Act.

StafPs review and analysis is included in Attachment 2. A few of the sites had multiple recommendations, such as "rezone" and "retun/activate" and as such, they are discussed in multiple scenarios below.

Staff provides the following overview as shown in Attachment2:

Sell.The recommendation was to sell four properties (Sites 0, 10, ll,l2). Property l2 is not likely sellable, as the piece on the north side of Glenn Drive has jurisdictional wetlands and the piece on the south side is within a future park site. Staff suggests exploring the sale of three additional properties (Sites 3, 7 and 8) as shown in Attachment 2. All sites for sale would be subject to the Surplus Land Act. There is total of 6 sites that could be considered for sale (Sites 0,3,7,8, 10, and 1l).

Rezone. The recommendation was to rezone two properties (Sites 4 and 5) to parVopen space. If this is done, it is recommended that this be presented to the Parks and Recreation Commission. After that, it would go to Planning Commission and City Council. Both sites are heavily covered in tree growth and would likely require environmental review to change its current use, even if passive, such as a connection to the historic district. Making these sites more accessible would likely translate into increased maintenance and oversight costs.

Retain/Activate. Therecommendation was to retain/activate six (6) properties (Sites 1, 2,3,7,8,9). For sites I and2 retention and activation are possible with the need for tree mitigation and/or future road improvements. These sites were not seen as future housing or commercial development due to their irregular size. Adding to the Johnny Cash Legacy Park didn't seem beneficial due to the roadway in between the sites. For Site 3, the City site is located next to a privately owned piece. This site could either be sold to that entity or the City could buy the adjacent private site. The site by itself could yield about 10-12 parking stalls and if combined with the adjacent site, another 20-30 parking stalls. Future uses on the site could be explored more. For Sites 7 and 8, these are between Diamond Glen Homeowners Association (HOA) and Kikkoman. They are irregular site shapes and not likely suitable for development. As mentioned above, Sites 7 and 8 could be considered for sale. For Site 9, this site is currently occupied partially J Page 447
11/08/2022 Item No.13.
by Placerville Sacramento Valley Railroad (PSVRR), includes some city items that have been stored there, and also houses the vacant historic Railroad Superintendent's house. A historic analysis of the Superintendent's house will provide guidance on maintenance of the structure which, if funded, could become a tourism location. More analysis is required to explore what is possible for Site 9.

Explore Development Opportunity.The recommendation was to explore development opportunity for five properties (Sites 1,2,3,9, 10). Sites 1, 2,3,and 9 are discussed above. Site 10, the RT Parking Lot atthe Glenn Station, is on the City's site for future housing which includes preserving some parking for RT use. There is no applicant or application for development of this site.

In summary, staff suggests that Site 12 be removed from the list of consideration as it is not a viableoptionforsaleoralternativeuse.Theremainingsites(0,I,2,3,4,5,6,7,8,9, 10, 1l) have various merits that require further evaluation andlor additional steps to get a better idea of which ones are most suited for either sell, rezone,retain/activate, and/or explore or develop.

Underutilized City-Owned Properties
Attachment 3 summarizes the review and recommendations described below.

Georgia Murray Library/Vacant Space
On October 18,2022, the Library Commission met to discuss the potential future use of the space recently vacated by the Einstein Cafe. The vision of the Commission is to offer a seating area where library visitors could relax with a drink or food and socialize while visiting the Library (think of a caf6 at Bames & Noble). The Commission recognized that it may be challenging for a business to be successful in that location as well as staffing it if the business doesn't attract a large number of customers. As such, they suggested installing high end vending machines to dispense food and drink.

With that in mind, their recommendations in order of preference are:

1. Offer the space to the Friends of Folsom Library as an extension or replacement for their current sales space. In the Commission's vision, along with book sales, the space would offer a seating area equipped with high end vending machines. The City would receive revenue directly from the vending machines, and indirectly from the Friends, who would anticipate selling more items and discontinue paying rent for offsite storage.

2. Open a Request for Proposal (RFP) process to operate the space as a caf6 & seating aTea.

3. Make the space available for rent to community members as a meeting space.

ZittelFamily Amphitheater and I)an Russell Rodeo Arena
The Parks and Recreation Commission formed an Ad-Hoc Subcommittee on September 6, 2022, to evaluate these two properties. The Ad-Hoc Subcommittee met four times with staff, and separately on a few occasions with Folsom Historic District Association (FHDA) and Historic Folsom Resident's Association (HFRA). Staff provided rental and revenue history for 4 Page 448
11/08/2022 Item No.13.
each property along with information about year-round and occasional uses of both sites. On November 1,2022, the Parks and Recreation Commission met to take action on the Ad-Hoc Subcommittee's evaluation and recommendations. The recommendations for Zittel and the Arena are similar in some cases and unique in others. A combined list of these recofilmendations with distinctions where appropriate, is provided below:
o Maintain branding/focus of fun, free, family (ZittelAmphitheater) o Maintain youth sports schedule and their use of fields (Dan Russell Rodeo Arena) o Continue current events at Arena (Rodeo/Rodeo Cross/Renaissance Faire) o Continue current events at Amphitheater (Ice Rink/Farmer's Market) o Recover staff costs associated with supporting events o Recover costs associated with damage/repairs
o City staff to continue managing the master calendar of events at both facilities The Ad-Hoc Subcommittee provided the following additional considerations moving forward for Zittel Family Amphitheater and the Dan Russell Rodeo Arena:
r Review and discuss increased activation with FHDA and Choose Folsom (Zittel) o Review and discuss increased activation with Choose Folsom and others (Arena) o Review and discuss new improvements needed to modifu each venue (i.e., fencing, additional shading, ADA enhancements, etc.)
o Consider laddering improvements or changes to incrementally bring about new ideas o Consideration should be given to neighborhood impacts with intensification and/or new uses
o Connect with potential promoters for additional programming while respecting master calendar
o Determine (with help of promoters) factors that make the amphitheater less desirable (fees, no fencing, etc.)
o Consider public-private partnerships for individual events o Gain an understanding of what is necessary to drive additional use/programming o Ensure costs incurred by the city are covered even in partnerships in which the city is waiving hourly fees

ATTACHMENTS
. At-A-Glance: Underutilized City-Owned Properties (From City Council Presentation 812312022)
o UndevelopedCity-OwnedProperties
o Underutilized City-Owned Properties
Submitted,
5

11/08/2022 Item No.13.

Elaine Andersen, City Manager
6 Page 450
11/08/2022 Item No.13.

ATTACHMENT 1

11/08/2022 Item No.13.

ATTACHMENT 1
At-?-Glance:

U n de rutilzed city-owned properties
0 1
2 3
4 5
6 7
I
9 t0
11 12
End of Fong Street
E. Natoma & Folsom Lake Xing
E. Natoma & Briggs Ranch
906 Leidesdorff
Figueroa @ Rodeo Park
200 Mormon
N/A
Behind Diamond Glen
Behind Diamond Glen
Wye Property
RT Parking Lot @ Glenn Station
Parkshore Drive
Glenn Drive
0 og
o
0 o
0 o
o
o
o
o ooo
o
o o
Retain &
Activate
Explore
Development
Opportunity
RezoneLocation / AddressNumber

11/08/2022 Item No.13.

ATTACHMENT 2

11/08/2022 Item No.13.

ATTACHMENT 2
Undeveloped city- owned properties
Staff Evaluation of City Council Suggestions
. Would need to process parcel map.
. Would be subiect to affordable offerino first
. May need some property for future roundabout
o Use for tree mitigation
. Create path to existing open space/park on Porto
r GP: Community Commercial
o Zonino: R-1-M/A-I-A
GP: Community Commercial
Zoninq: A-1-A
Same as above for #1
a
r CiV could acquire adjacent lot or City sell
. Up to 12 parking stalls on City site
o Up to 30 parking stalls on adjacent site
o GP: HF (Hist Folsom Mixed Use)
o Zonino: HD
. Would need to go to P&R Commission for recommendation o Then to PC and CC for approval
o Parcel has dense tree coverage-some protected
. Not a flat site
o Parcel is landlocked but adjacent to Digger and Sharon Williams Park . Could be good connection to Historic District with constraints o GP: MLD
. Zoninq: R-4 (General Aoartment)
Same as above for #4
. Limit€d access off Mill St
o Reach out to Diamond Glen HOA and Kikkoman
. Maybe sell lot
o Parcel has tree coverage-some protected
o Surveyor notes: too small/too irr€gular
r Landlocked
. GP: MLD
e Zoninq: R-M (PD)
Same as above for #7
r Limited Glenn Drive access
a
x
x
x
x
x
x
x
x
x
x
x
I
I
t
N/A
End of Fong Street
E. Natoma & Folsom Lake Xing
E. Natoma & Briggs Ranch
906 Leidesdorff
Figueroa @ Rodeo Park
200 Mormon
Behind Diamond Glen
Behind Diamond Glen
o
1 2
3 4
5 6
7 8

11/08/2022 Item No.13.

Undeveloped city-owned properties
Staff Evaluation of City Council Suggestions
I staff suggested addition
. Parcel split by Glenn Drive.
o Southern section has city trail and park on it
o Northernsectionhasjurisdictionalwetlands
. GP: Industrial
. Zonino: M-1 (PD) lioht industrial
r Waiting for Historic Analysis report for maintenance
recommendations
r HistoriCorps is an organization that assists with repairs r Addressing clean up from lessee
. Moving city storage to other location
. Could have environmental constraints
r Need to evaluate opportunities of site
r GP: Industrial
o Zonino: M-1 tPD) lioht industrial
On the City's list of potential housing sites
No applicant for project yet
Would need to maintain some Light Rail parking
GP: MHD
Zonino: R-4 General Aot
o Landlocked within WAPA
. Protected trees
" Will reach out !o WAPA for selllnterest
o GR lndustrial
r Zonino: M-l (PD) lioht industrial
a
t
x
x
x
x
x
x
Parkshore Drive
Glenn Drive
Wye Property
RT Parking Lot @ Glenn Stationto
l1
72 I
Retain &
Activate
Explore
Development Staff €ommentsRezoneSell LandNurhber lotatioq lAd.did.!-e Opportunity _ Agt

11/08/2022 Item No.13.

ATTACHMENT 3

11/08/2022 Item No.13.

ATTACHMENT 3
Underu tilized city- own ed properties
Staff and Commission Evaluation
Refer to library
Commission for their
input on how best to
activate the space and
generate revenue with
potential uses not
limited to food vendors
Went to Library Commission on Tuesday, October 18,2022.

Commission Recommends (in order of preference):

1. Offer space to Friends of Library. Include high end vending machines

2. Open an RFP to operate space as caf6 and seating area

3. Make space available for rent to community members as a meeting space to Pa & Rec
ission for their
on how best to
the space and
surrounding district
possibly generate
revenue
whether it
be better to
all operations
a third party, or
existing
partnership with FHDA
possible limitation
the number of free
per year
x
x
irit(..r'ir lt:,)irl
Einstein Cafe-Library
Zittel Family Amphitheater
1 2

11/08/2022 Item No.13.

U n deru tilized citlr- own ed p roperties
Staff and Commission Evaluation
to P&R Commission on Sept. 6. Formed an Ad-Hoc Subcommittee that met 13, October 3, October 10 and October 21. Met with full commission on 1,2022:
summary of the Ad-Hoc Subcommittee's direction is as follows:

Continue current events at Arena (Rodeo/Rodeo Cross/ Renaissance Faire) Recover staff costs associated with supporting events
Recover costs associated to damage/repairs
City staff to continue managing the master calendar of events at the facility Ad-Hoc Subcommittee provided the following additional considerations moving fonruard for Zittel Family Amphitheater and the Dan Russell Rodeo Arena:

Review and discuss increased activation with Choose Folsom and others (Arena) Review and discuss new improvements needed to modi{y each venue (i.e. additional shading, ADA enhancements, etc)
Consider laddering improvements or changes to incrementally bring about new Consideration should be given to neighborhood impacts with intensification nd/or new uses
Connect with potential promoters for additional programming while respecting Determine (with help of promoters) factors that make the amphitheater less Consider public-private partnerships for individual events Gain an understanding of what is necessary to drive additional use/programming Ensure costs incurred by the city are covered even in partnerships in which the city feeshou
calendar
(fees, fencing, etc.)
wa
on how best to
the space and
partnership or issuing
for promoter to
other uses
Consider a
& Recto
for their
revenue
and operate
xDan Russell Rodeo Arena
Retain &
Activate
Ad-Hoc
Recommendation Staff and Cornmission Comment'LocationNumber

11/08/2022 Item No.13.