Folsom City Council
December 12, 2023

12/12/2023 Item No.2.

Development Agreement Through City Ordinance No. 1149, the City approved a Tier l nru"topr*tTgr-i-"fr u"t**n the city and the property owners within the Folsom Plan Area on July 12, 2011. The effective date of the ordinance was August ll, 2011. The Tier 1 Development Agreement vests certain rights of the property owners and of the City and commits each party to the afreements to subsequent actions before development may proceed within_ the Folsom Plan Area' SZparate First Amendea and Restated Tier I Develbpment Agreements (the "ARDAs") were entered into among certain property owners and the City for their applicable properties, as approved by the City throufh city oidinan"L No. 1211. The aRDls for the property owners comprising the properly within the Iriprovement Area were recorded in the official records of the County of Sacramento in July 2014.

The City entered into Amendment No. 1 to the ARDA with Carpenter East, which was recorded in the official records of the County of Sacramento in January 2016. The City also entered into Amendment Nos. 1 and 2 to the ARDA with Folsom Real Estate South, which were each recorded in the official records of the County of Sacramento in January 2016. See "PROPOSED PROPERTY DEVELOPMENT-Property Ownersh ip."
Article 2.5 (commencing with Section 65864), of Chapter 4, Division l, -Title 7 of the State Government Code, pertaining io development agreements, has the general effect of authorizing development to continue in accordance with then existing General Plan, Specific Plan, zoning and subdivision regulations notwithstanding any subsequently enacted conflicting regulations, except for regulations thJfaiture of which to enact would place the residents in a condition which is dangerous to their health or safety or both.

Envircnmental pennits and Approval.t The California Environmental Quality Act ("CEQA"), "on.tituicResourcesCode(commencingwithSection21000)requiresthat an Environmental Impact Report (an "EIR"), detailing the significant environmental effects of the project and proposed mitigation measures, be prepared, considered and certified as complete by a public ug"n"y prioi to'its taking-discretionary action on any project which may have a significant effect on the environment.

In June 2011, after statutorily required public notice, hearing and comment, the City Council certified as adequate and complete a nnl EIR/EIS for the Specific Plan for the development of the Folsom plan Area. The EIR/EIb satisfied both CEQA and the National Environmental Policy Act for the entirety of the Folsom plan Area. In February2015, the City Council of the City adopted the South of Highway 50 Backbone lnfrastructure projeci Initial Study/\4itigated Negative Declaration (Backbone Iniastructure MND), dated December g,ial4. This CEQA project level document satisfied the required environmental review for the construction of backbone infrastructure for the entire Folsom Plan Area, including the Improvement Area'
The Folsom Plan Area has received all required environmental permits, including a Section 404 permit for the entire Folsom plan Area pursuant io Section 404 of the federal Clean Water Act' This permit allows for any necessary fill of jurisdictional wetlands and streambed alterations for the lonstruction of backbone infrastructure to sirve the entire Folsom Plan Area at build-out' In addition, a Biological Opinion has been obtained from the US Fish and Wildlife Service for the entire Folsom Plan Area,iogether with a California Department of Fish and Wildlife Master Streambed Alteration Permit with conditions for the whole of thi Folsom Plan Area. All of the property in the Improvement Area subject to the Special Tax has received its Section 404 Permit and a subnotification approval from the California Department of Fish and Wildlife'
Water Suppllt The City entered into an agreement (the "Water Supply Agreement") with the^ prop"rty- lf,e Folsom Plan Area providing for a water supply for new development south of US Route 50. The Water Supply Agreement was supported by an addendum to the EIR. The Water 45 Page 221
12/12/2023 Item No.2.

Supply Agreement provides adequate water supply for full build out of the Improvement Area and the rest of the Folsom plan Area (exceptihe portion of the Folsom Plan Area serviced by the El Dorado Inigation District). The amount of water prouid"d in the Water Supply Agreement to meet the build-out demands of the Folsom Plan Area project is projected to be 5,600 acre-feet annually.

Water Supply in Folsom Generqlly. The primary water supply source for the City of Folsom is FolsomersupplyforalloftheCitysouthoftheAmericanRiver'The City has water rights and contracts for up to 34,000 acre-feet annually ("afa") through three different contracts with the United States Bureau of Reclamation ("Reclamation"). The surface water supplies were developed through different circumstances and, as such, are subject to unique conditions and limitations. These attributes and issues affect the volume of water available under certain conditions.

Surface water supply for the portions of the City north of the American River is obtained through a contract with the
-Sin
luan Water District, and therefore is not a directly owned City supply. The surface water supplies for the City's water service area are listed below' , A pre-1914 appropriative water right for 22,000 acre-feet per year (Agreement with Reclamation)
. A pre-1914 appropriative water right for 5,000 acre-feet per year (Co-Tenancy agreement with Golden State Water ComPanY)
r d Central Valley Project ("CVP") repayment contract for 7,000 acre-feet per year The City,s 22,A00 acre-foot entitlement is based on a pre-1914 appropriative right from the South Fork of the Amlrican River established by the Natoma Water Company ("Natoma") in 1851 . Natoma's original pre-1914 water right established a maximum diversion rate "to fill a Canal Eight feet wide and roir feei deep with a cunent running Ten miles per hour." This correlates to a diversion rate of 60 cubic feet per .""ond and a maximum allccation of 32,000 afa. This right is held with Golden State Water Company pursuant to a co-tenancy agreement. The City's 5,000 acre-foot entitlement is also based on Natomais pre-1914 appropriative right from the South Fork of the American River. In November 7994, the City executed a contract with Southern California Water Company-Folsom Division ("SCWC") under which
-tttr
city acquired the right to lease 5,000 afa (of SCWC's remaining 10,000 afa under the original Natoma purchase) for an indefinite period. This right is held with Golden State Water Company pursuant to a co-tenancy agreement. This water right was also formally recognized in the settlement agreement between Reclamation and the City. As authorized by Public Law No. 101-514, the City was a subcontractor under Sacramento County Water Agency's (SCWA) CVP water-service contract for 7,000 afa. In 2016, the United States, the City and SCWA completed an assignment of this portion of SCWA's CVp water-service contract from SCWA to the City. In February 2A2A, the City and Reclamation executed a contract that converted the CVP water-service contract into a CVP repayment contract as authorized under the Water Infrastructure Improvements for the Nation Act.

Under the agreements with Reclamation for 22,000 afa and 5,000 afa, Reclamation delivers this entire water supply without reduction on a perrnanent basis. Under the agreement with Reclamation for 7,000 afa of CVp water, this water supply faces possible reductions pursuant to Reclamation's Municipal and Industrial Water Shortage policy. ln 1994, the City entered into an agreement with Golden State Water Company (f/k/a Southern California Water Company, herein "GSWC") to acquire the right to divert up to'5,000 acre feet of pre-I914 water rights annually (the "GSWC Agreement"), subject to the terms and conditions of that agreement. Under the GSWC Agreement, the City is required to pay for the entire 5,000 acre-feet annual water supply regardless of whether the City is able to divert and use that quantity of water. The City uses the .uppli"r provided in the GSWC Agreement to serve the Folsom Plan 46 Page 222
12/12/2023 Item No.2.

Area. The cost of water under the GSWC Agreement is paid for by Folsom Plan Area landowners and water customers.

Sottrce of Water.lbr the Folsom PIan Area. The City has determined that its Water Systems opti*i,nofmeteredrateswillprovideadditionalwatersupplies in an estimated amount Jf o,+so u"r"-f""t per year, which is in addition to the present and forecasted demands of the City,s existing water users. The City intends to use a portion of this 6,450 acre-feet per year of available water to meet present and future water demand in the East Area in order to make the 5,000 acre-feet per year of GSWC Agreement water supply available for use in the Folsom Plan Area' on the terms and conditions of that Agreement. To meet this intent, the City converted the East Area water supply from the GSWC Agreemeni to the less expensive CVP repayment contract. The City would meet tne adaitional build-out wier demand of the Folsom Plan Area with approximately 600 acre-feet per year of water produced by the Water Systems Optimization Review Program that is in excess of the water demand in the East Area. The water made available under the GSWC Agreement and Water Systems Optimization Review program will be sufficient to supply the projected water deman! in the Folsom Plan Area. pursuant to the frovisions of Sections 860 et seq. of the State Code of Civil Procedure and Government Code Sections 53511 and 53589.5, the city filed a complaint in the Superior court of the State for the County of Sacramento to validate the agreement. The Superior Court determined that the agreement: (a) is lawful, valid, enforceable and in the best interests of the City and all persons in any way interested therein and (b; is consistent with all applicable laws and obligations, including the Measure W water supply requirement.

The City,s Community Facilities District No. 2013-1 (Water Facilities and Supply) (the "Water CFD,') was formed by the City in 2014. The cost of the GSwc Agreement water will initially be paid for by the Folsom plan irea through special taxes collected for the water CFD on certain property in the Folsom plan Area, including the Improvement Area. When a building permit has been issued and a customer billing account hasleen established, the developed parcel is no longer subject to the levy of the special tax for ih" Wut"r CFD and thereafter pays for water through water rates. la'uter consencttiotr. The City adopted ordinance_J118, Chapter 13.26 of the Folsom Municipal Cod" 1,.FMC{ Wafitonservation.
-Chaper

13.26 establishes a five stage water conservation program with conservation goals and water use restrictions. The City Manager is authorized to implement and enforce whatever conservation measures are deemed necessary to achieve the water reduction requirements of the declared conservation stage'
Water SAppl!, Inf:agtfActure. Existing water infrastructure and pipelines run to the north side of US Route 50. ro. tfie fr=t ptru."-f infrastructure, the developers of the Folsom Plan Area constructed improvements to connect this water supply and extend lvater infrastructure pipelines to serve the initial phase. of development in the Folsom Plan Area (the "Phase I Water Facilities"). In the next phase, the irhur. 2 Water Facilities will be constructed to provide expanded water transmission conveyance capabilities to deliver water frbm the water treatment plant to the Folsom Plan Area' ln order for each individual parcel to access that water supply, the developers of those parcels will need to extend infrastructure to their sites'
The phase I Water Facilities were completed in August 2018. The City estimates the Phase 1 Water Facilities (as defined herein) have a sustained maximum day demand of up to 2 million gallons. A study prepared by peterson Brustad, Inc, in April 2019 then estimated that water usage would equalgJ exceed a sustained maximum day demand of up to 2 million gallons when approximately 2,800 to 3,300 dwelling units within the Folsom plan Area had been occupied. During summer 2021 as a result of high levels of construction activity, the maximum day water demand exeeeded 2 million gallons for several days with no service interruption to the water system'
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12/12/2023 Item No.2.

The phase 2 Water Facilities are required to be constructed to provide expanded water transmission conveyance capabilities to deliver water from the water treatment plant to the Folsom Plan Area. The phase 2 Water Facilities include the Phase 2A Water Facilities (consisting of a water pipeline) and the Remaining Phase 2 Water Facilities (consisting of water tanks and a booster pump station)' Based on a preliminary analysis conducted by certain developers within the Folsom Plan Area and reviewed uy ihe city, the phase 24 water Facilities are expected to cost approximately $23 million and take lg months to construct. The City expects to solicit bids for the construction of the Phase 2A Water Facilities in late 2023 and enter into one or more contracts forthe construction of the Phase 24 Water Facilities in the first quarter of 2024. The city expects construction to commence in the second quarter of 2024 andfor construction to last approximaiely 18 months. The actual cost of, and the timing for, the construction of the phase 24 Wat"i Facilities may vary significantly from these estimates based on a variety of factors.

As of October 3l,Z1z3,final maps had been approved and recorded for 4,451 dwelling units.

Also as of october 31,2)z3,building permits for 3,318 units and2,639 certificates of occupancy had been issued in the Folsom plan Area for projects underway, which include, but are not limited to, the City of Folsom Community Facilities District No. 19 (Mangini Ranch) ("CFD 19"), the City of Folsom Community Facilities District No. 20 (Russell Ranch) ("CFD 20"), the City of Folsom Community Facilities District No. 21 (White Rock Springs Ranch) ("CFD 21"), the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. I ("CFD 23 IA1"), the Improvement Area, the City of Folsom iommunity Facilities District No. 23 (Folsom Ranch) Improvement Area No. 3 (,.CFb 23 lA3.), and the CitV oi Folsom Community Facilities District No. 23 (Folsom Ranch) i*prou"1n"r,t Area No. 4 ("CFi 23 IA4'). Collectively, CFD 19, CFD 20, CFD 21, cFD 23 IA1, the Improvement Area, CFD 23 IA3, and CFD IA4 are expected to include 4,961 dwelling units, approximately 3,339 of which had been issued building permits and approximately 4,259 of which had received final map approval as of October 37,2023 '
. Following the completion of the Phase 2A Water Facilities, the City expects that the water facilities servicing the Folsom plan Area will have a maximum day demand of up to 3'0 million gallons.

The City estimates that water usage within the Folsom Plan Area would equal or exceed the increased maximum day demand of up to gl0 million gallons when approximately 4,200 to 4,900 dwelling units within the Folsom Plan Area had been occupied'
The timing by which the Remaining Phase 2 Water Facilities will be needed will depend on a variety of factors, including water demand amounts within the Folsom Plan Area, the amount of additional water transmission conveyance capability generated by the Phase 2A Water Facilities, any events impacting the capacity of tne existing water infrastructure, and any other factors that increase water demand or decreas" *ut", transmission capacity. As a result, the City cannot yet predictty wh:l the Remaining phase 2 Water Facilities will be needed. The City expects to use the proceeds of CFD _18
bonds to finance the Remaining phase 2 Water Facilities. However, the timing of issuance of bonds for CFD l g is dependent upon *urrk.t conditions and development within the Folsom Plan Area and there can be no assurance thai bond proceeds will be available when needed to timely construct the Remaining phase 2 Water Facilities. The City continues to evaluate water usage and needs within the Folsom Plan Area. See .,PROPOSED pROpERTy DEVELOPMENT-Development Entitlements-water supply Infrastructure,, below for details on the status of the Phase 2,{ Water Facilities and the current plan for their construction and financing.

Based on current development plans and discussions with the developers within the Folsom Plan Area, and subject to variations due to water usage for construction within the Folsom Plan Area, the City estimates that the phase I Water Facilities will riach their maximum day capacity in the summer of 2024- An increase in residential water demand, an event impacting the capacity of the Phase 1 Water Facilities, 48 Page 224
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or other factors that increass water demand or decrease capacity could cause the City to reevaluate this estimated date and could adversely impact the develop-"nt of properly within the Folsom Plan Area if water demand is expected to exceed capacity before the Phase 2 Water Facilities are complete' The City continues to evaluate water usage and needs within the Folsom Plan Area but there can be no assurance that the construction of the Phase 2A Water Facilities will be completed in time -to prevent delays to residential and commercial development in the Folsom Plan Area. In the event that the phase 24 Water Facilities are not constructed in a timely manner, future development in the Folsom Plan Area may be stopped or the City may take other remedial actions, such as implementing water conservation measures, halting discretionary approvals, or taking other actions. If the Phase 2A Water Facilities are not con.tru"t"Jin a timely manner, water pressure to the Folsom Plan Area could be impacted for existing development in thl Folsom Plan Area, which could have a negative impact on property values, init,rding within the Improvement Area. Additionally, increased residential or construction water usage aiproaching the maximum capacity of the current water facilities (including if exacerbated by the phise 2A Water Facilities not being constructed in a timely fashion) or a reduction in the capacity of *r. current water facilities could caJse the City to consider restricting the continued development of the Folsom Plan Area, including within the Improvement Area. See "CERTAIN RISKS TO BONDHOLDERS-Failure to Develop'"
In addition to the Phase 2 Water Facilities, the City anticipates that an additional water tank and pump station improvement (the "Zone 4 Water Facilities") will need to be built to provide water to ,onr*+, 5 and 6 of the Folsom Plan Area ("Zones 4,5 and 6") when there are approximately [1,600] occupied dwelling units in Zones 4, 5 and 6. These zones are east of East Bidwell Street and generally constitute the areas covered by a portion of CFD 19, CFD 20, the Broadstone Estates, CFD 21, a portion of CFD 23IAl,the Improvement Area, and property expected to be developed by Dignity Health' Zongs 4, 5 and 6 are currentlj planned to inciude atotal of approxirnately [2,950] dwelling units. Accordingly, homes within the Improvement Area would be included within the estimated number of dwelling units that would require completion of the Zone 4 Water Facilities to accommodate the increased development' [As of September 30, )022, for Zones 4, 5 and 6, final maps had been approved and recorded fot 2,121 iwelling units, and i,:ze UultOing permits and 960 certificates of occupancy had been issued'] As of October 31, z}Z3,for Zones 4, 5 ;d 6, final maps had been approved and recorded for f-l dwelling units, and L_--_; building permits and I I certificates,of_occupancy had been issued. Also, within zones 4, 5lu63, the Cifr iuu upprou.i--th" plun. for [152] Mangini Place apartments and 12651 Alder Creek apartments, [whichLe currently under ievelopment but have not yet been issued building permits]' fThe City also expects Zones 4,5 and 6to eventually include approximately 530,000 square feet of office and medi"al spaci for Dignity Health, but site plans for these facilities have not yet been submitted to the Cityl. Accoriingly, the -ityanticipates additibnal development to occur within the area to be served by theZone 4 Water Facilities.

The Zone 4 Water Facilities and the Phase 2 Water Facilities are separate water improvements, and, if needed, the Phase 2 Water Facilities can be constructed and completed separately from the Zo19 a Water Facilities, thereby allowing development to continue in the Folsom Plan Area generally, including within the Improve..ni Ar.u. The City has engaged Peterson Brustad, lnc. to evaluate the most efficient timing and phasing of construction olthe Phase 2 Water Facilities and the Zone 4 water Facilities to allow development to continue while maintaining the City's standards for delivery of water to its customers. Tie city continues to evaluate water usage and needs within the Folsom Plan Area but there can be no assurance that the construction of the Phase 2 water Facilities or the zone 4 water Facilities *itt u" completed in time to prevent delays to residential and commercial development in the Folsom Plan Area.
49 Page 225
12/12/2023 Item No.2.

Wastewater Treatment The Sacramento Regional County Sanitation District has an existing wastewater treatment llilI*ith its ongoing and permitted improvement projects projected . to
accommodate all wastewater from developmeni in th. Folsom Plan Area. Existing sewer transmission mains are capable of conveying wastewater from the Folsom Plan Area and initial development sites (including the Improvement Area) to the existing treatment plant.

Flood Zones. According to the Federal Emergency Management Agency flood map, the Irnp.on"n.,"nt[* i, in zone x, ivhich consists of areas determined to be outside of the 500-year flood plain.

Fire Zones. The improvement Area is located within an area identified as a moderate fire hazard severity zone. More information regarding Fire Hazard Severity Zones can be found at the California Department of Forestry and Fire prot*ection website at https://frap.fire.ca.gov, though such website is not incorporated herein by reference. The development within the Improvement Area is subject to mitigation measures set forth in a fuel modification plan approved by the City Fire Department' The mitigation measures include, arnong others, limitations on it'rt type of vegetation that may-be planted within-fuel modification zones established in open space areas along certain portions of the perimeter -of Jhe
Improvement Area, minimum setback of stiuctures and irrigation requirements of the fuel modification zones. Maintenance of such zones is expected to initially be the responsibility of th9 property owners but upon build-out of the Improvement Area and dedication of the open space to the City will be maintained Uy tn" City from funds piovided through CFD 18. Homeowner's insurance is expected to be available to prop"rry o*n"r, within the Improvement Area, and the coverage provided UV tl* insurance typically lr,ru."r-uguinst fire damage, alihough there is no assurance that homeowners within the Improvement Area will purchase or maintain such insurance.

Dr,tpbl Condirions qnc! Consn'ucJLon Water Ilsage..ln response to drought conditions in2021' th"Cityionitswatercustomers.Inaddition,useofCity
water for construction pu.por", required City approval. At the time, the City allowed construction within the Folsom Plan Area to proc"eb, including th" ut" of City water. However, prolonged drought conditions in2023 or 2924 could result in mandatory reductions in water usage that may adversely impact the ability of the Homebuilders within the Improvement Area to develop the Improvement Area in the timeline described in this Official Statement.

To help alleviate the demand on the current water facilities, certain developers within the Folsom plan Area have made anangements to obtain construction water from the El Dorado Irrigation District (,,EID,,), an alternativ" *ut"i provider that has existing facilities adjacent to the Fo-lsom Plan Area' For instance, Lennar Homes has previously received construction water from EID for its Russell Ranch project in CFD 20. Such arrangements augment, but do not replace, the need for and the use of City water, which is currently p.ould"d throuih the Phase_ I Water Facilities. Due to such alternative aftangements for construction water and tle amount of development that has already occurred in the Folsom plan Area, the City anticipates that the demand for construction water will likely be lower in summef 2022than it has been in some of the recent past years.

Affordable lIowing. The City and the Original Developer entered into an Inclusionary Housing Agr.".ffi fo, th" Improvement Area, which is recorded in the official records of the county of Sacramento and provides for the original Developer's compliance with the City's inclusionary housing requirement by payment of an in-lieu fee to the City. The Homebuilders are satisffing the City's inclusionary housing requirement for its properties within the Improvement Area by payment of an in-lieu fee to the iity "on"u.tent
with their pulling of building permits.
50Page 226
12/12/2023 Item No.2.
(hiliries. All typical urban utility services for finished lots will be extended to the lots' These utilities include electric po*.r, natural gas, telephone, cable television, water, refuse, and sanitary sewer and storm water facilities. rne City provides water, sewer, refuse and storm water facilities, and police and fire services. pacific Gas &
-glectric
provides natural gas and the Sacramento Municipal Utility District (SMUD) provides electric service. Comcast provides cable service' Specilic plan l4frastrucnn'e Fea Creclits tmd Improveryents' The SPIF i-s administered by the Cityforthepurpose'areawideimprovementsfortheconstructionof roadways, water, sewer, drainage,-dry utilities, tecy"l"d water and habitat mitigation in the Folsom Plan Area. ih. purpore of ihe SptF is to require each landowner to pay its fair share of Folsom Plan Area area-wide improvements and to be reimbursed for any amount expended in excess of a landowner's fair share requirement. Under the terms of the SPIF Ordinance adopted by the City,.property owners in the Folsom plan Area will be eligible to enter into an agreement with the City and receive future reimbursements (that are convert--ible to fee credits for use within the owner's property) in exchange_for the construction of eligible SpIF improvements. Based on the amount of improvements eligible for SPIF reimbursement, all of ihe properties within the Improvement Area are anticipated to fully cover their SPIF obligations through the conversion of these SPIF reimbursements to SPIF fee credits. After applying the SpIF reimbursements as SpIF fee credits to all properties in the Improvement Area, all amounts expended in excess of the project's SpIF obligation are eipected to be reimbursed from the City as other SPIF fees are collected in the Folsom Plan Area.

Within the Folsom plan Area, initial development will be required to pay a "SPIF Set-Aside" component to address initial water and sewer facility tosts. This is a loan of SPIF collections to help the cash flow for the initial water and sewer costs. It will be repaid or equalized to all properties through the SpIF program as well as through cFD 18. The SPIF Set-Aside will apply to the first 2,500 Folsom Plan Area dwe-lling units that woulJbe subject to the SPIF. A portion of the SPIF will be required to be paid regardless of-whether a developer/properry owner has advance-funded eligible SPIF infrastructure and has ex-ecuted a Fee Reimbursement Agreement through the City. An exception to this rule is that a properly owner who constructs certain water or sewer infrastructure for which the SPIF Set-Aside is being collected may take a credit against the SPIF Set-Aside' In addition, in August 2A20, the City approved an ordinance amending certain provisions ofthe SpIF ordinance to include a new SPIF - offsiti Water Set-Aside. This new SPIF - offsite Water Set- Aside will be payable at the building permit stage and will not be eligible to be offset by fee credits' Property OwnershiP
The information in this section has been provided by Tri Pointe, Lennar Homes, the Landfrank, the Appraisalo or other sources that the District believes to be reliable. The District and the Underwriter believe this information to be reliable, but can give no assurances that it is accurate or complete. There may be material adverse changes in this information after the date of this Official Statement.

Information in this section is included because it may be considered relevant to some investors to an informed evaluation and analysis of the taxable property within the Improvement Area and any existing or future improvements thereon as security for the Bonds. The information contained in this ,r.tioo does not guarantee that property ownership will not change or that the current or any subsequent property owners will pay the special Tax when due. In fact' as described herein, ownership of rn,r"n of the Taxable Property in the Improvement Area will change prior to, or in connection with, development thereof. The Special Tax will constitute a lien on parcels subject to taxation within the Improvement Area and not a personal indebtedness of the 51 Page 227
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owners of property within the Improvement Area. There is no assurance that the present property owners or any subsequent ownerJwill have the ability to pay the Special Taxes or thato even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Speciat Taxes when due and cannot be tegally compelled to do so. Neither the District nor any Bbnd Owner will have the ability at any time to seek payment directly from the owners of property within the Improvement Area of the Special Tax or the principal or interest on the Local Obligations, ofth" ability to control who becomes a subsequent owner of any property within the Improvement Area.

As of October \9,2023, the Taxable Property within the Improvement Area was owned by Tri pointe, the Landbank, and individual homeowners. At full buildout, the Improvement Area is expected to include 291 single family homes. Lennar Homes is utilizing a land bank for its properties within the Improvement Area, as discussed below.

Tri pointe. As of October 19,2023, Tri Pointe owned 135 lots within the Improvement Area. Tri pointe ir ir, ttt" p.cess of constructing and selling homes located in Village 1, Village 2, and Village 3 of the Improvement Area to homebuyers. Tri Pointe's Canterly at Folsom Ranch homes are being constructed and sold within Village 1, and Tri Pointe's Lariat at Folsom Ranch homes are being constructed and sold within Villages 2 and3'
Tri pointe is Tri Pointe Homes Holdings, Inc., a Delaware corporation, which is a wholly-owned subsidiary of Tri Pointe Homes, Inc., a Delaware corporation ("Tri Pointe Homes"), a publicly traded company whose common stock is listed on the New York Stock Exchange under the ticker symbol ,,TpH,,. Tri Pointe Homes is engaged in the design, construction and sale of innovative single-family attached and detached homes in 15 markets across ten states and the District of Columbia.

Tri pointe Homes is subject to the informational requirements of the Securities Exchange Act of 1934, asamended (the "Exchang" R"f'; and, in accordance therewith, files reports, proxy statements' and other information, including financial statements, with the Securities and Exchange Commission (the *SEC,,). Such filings, set firth, among other things, certain data relative to the consolidated results of operations und finaicial position of rii Pointe Homes and its consolidated subsidiaries, including Tri pointe, as of such dates (e.g., see Tri Pointe Homes' Annual Report on Form 10-K for the fiscal year ended December 31,2A2i,* nt.a with the SEC on February 2I,2023,and Tri Pointe Homes' Quarterly Report on Form 10-Q for the quarter ended September 30,2023, as filed with the SEC on October 26, 2023).

The SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including Tri Pointe Homes. The address of such Iniernet web site is www.sec.gov. All documents filed by Tri Pointe Homes pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspeciion in such manner as the SEC prescribes. Copies of Tri Pointe Homes' most recent Annual Report on Form 10-K and each of its other quarterly and current reports, including any amendments, are available in the "investors" portion of its website atwww.tripointehomes.com.

The foregoing website addresses and references to filings with the SEC are given for reference and convenirn"t-on$, and the information on suchwebsites and onfile with the SEC does notform a part of this Official Statimenr and is not incorporated by reference, herein. No representation is made in this bprut-Statement as to the sccuracy or adequacy of the information contained on such websites' Tri pointu Homes and Tri pointe are not obligated to advance funds for conslruction or development or to pay ad valorem property laxes or the Speiiat Tax, and investors should not rely on the information and fiiancial statemints contained on such iebsites in evaluating whether to buy, hold or sell the Bonds. The 52 Page 228
12/12/2023 Item No.2.
information contained on such websifes may be incomplete or inaccurate and has not been reviewed by the District or the Underwriter.

Lennar Heug* As of October lg,2023, the Landbank owned all lots in Village 4, and Lennar Homes h"r "" .ptt"ft acquire these lots over time pursuant to a takedown schedule. Lennar Homes is in the process of construciing and selling homes located in village 4 of the Improvement Area to homebuyers.

General. Lennar Homes is based in lrvine, Califomia and has been in the business of developing.esid-ential real estate communities in california since 1996. Lennar Homes is wholly-owned by U.S. H"ome, LLC, aDelaware limited liability company ("U.S.Home"). U.S. Home is wholly-owned by Lennar Corporation, which is based in Miami, Florida ("Lennar Corporation"), Founded in 1954, Lennar corporation completed its initial public offering in 1971 and listed its common stock on the New york Stock Exchange in 1972. Lennar Corporation's Class A and Class B common stock are listed on the New york Stock Exchange under the symbols "LEN' and "LEN.B." respectively. Lennar Corporation is one of the largest homebiilders in the United States based on home sales revenuss and net earnings, and operates undei a number of brand names, including Lennar Homes and U.S. Home' Lennar Homes primarily develops residential communities both within the Lennar corporation family of builders and ihrough "onsolidated
and unconsolidated partnerships in which Lennar Homes maintains an interest' Lennar Corporation is subject to the informational requirements of the Securities Exchange Act of l934,as amended, and, in ur"oidun". therewith, files reports, proxy statements, and other information, including financial statements, with the SEC. Such filings, particularly the Annual Report on Form 10-K and its most recent euarterly ieport on Form 10-Q, set forth, among other things, certain data relative to the consolidated results of ope.ations and financial position of Lennar Corporation and its consolidated subsidiaries, including Lennar Homes, as of such dates' The SEC maintains a website that contains reports, proxy and other information statements and other information regarding registrants that file electronically with the SEC, including Lennar Corporation. The addis oiru"h website is www.sec.gov. All documents filed by Lennar Corporation pursuant to the requirements of the Exchange Act after the date of this official Statement will be available for inspection in such mannef as the SEC prescribes.

Copies of Lennar Corporation's Annual Report and related f,rnancial statements, prepared in accordance with generally accepted accounting sta-ndards, are available from Lennar Corporation's website at www. Iennar. c om.

The foregoing website addresses and references to filings with the S_nC_y1 given for reference and convenienrr'onlf, and the information on such websites and onfile with the SEC does notform a part of this Official Statiment and is not incorporated by-reference herein. No representation is msde in this blp"iot Statement as to the accuracy o, idtquory of the inform^ation contained on suchwebsites. Lennar iirporotion and Lennar Homes are not obligated to advance funds for construction or development or lo poy ad valorem property taxes or the Speciil Tm, and investors should not rely on the information and financial statements contained on suchwebsites in evaluatingwhether to buy, hold or sell the Bonds' The information contained on such websites may be incomplete or inaccurate and has not been teviewed by the District or the Underwriter.

The Landbank Silucture. In connection with a land banking transaction, Lennar Homes transferred all of its flS fots *itfrin ttr" nistrict to the Landbank in July 2a23 $he "Landbank Lots")' In connection therewith, Lennar Homes and the Landbank entered into that certain Option Agreement, dated July l g, ZA123 $he "Lennar Option Agreement") whereby Lennar Homes has the option, but not the 53 Page 229
12/12/2023 Item No.2.
obligation, to purchase the Landbank Lots from the Landbank pursuant to a takedown schedule agreed upon between Lennar Homes and the Landbank'
The Landbank is an affiliate of, and managed by, Angelo Gordon & Co', L.P. ("Angelo Gordon,,). Angelo Gordon is a privately-held altJrnative investment firm founded in 1988 and headquartered in-New york, with associated offices across the United States, Europe and Asia. Angelo Gordon manages approximately $52 billion across a broad range of credit and real estate strategies.

Affiliates of the Landbank havi entered into landbanking arrangements with Lennar Corporation and its affiliated entities on more than 200 residential development projects as of Septembet 30,2022.

Lennar Homes, option to acquire the Landbank Lots is memorialized by that certain Memorandum of option Ajreement recorded in the official Records of Sacramento County on July 18, 2023, as Instrument No. 202307180926.

Lennar Homes, planned development of the Landbank Lots includes the construction of 115 single family residential ho.", and the sale of such homes to individual homebuyers. During the term of the"Lennar Option Agreement, Lennar Hornss is obligated to pay all taxes on the Landbank Lots, including the Special Tax.

Under the Lennar Option Agreement, the Landbank Lots are anticipated to be acquired pursuant to the following schedule:
54 Page 230
12/12/2023 Item No.2.

Takedown Schedule
Under Lennar Option Agreement - For Landbank Lots
Scheduled
Acquisition Date
Number
of Lots
February 10,2024
March 1A,2024
Aprii 10,2024
May 10,2024
June 10,2024
July 10,2024
August 10,2024
September lA,2A24
October 10,2024
November 10,2024
December 10,2024
January 10,2025
February 10,2025
March 10,2025
April 10,2025
May 10,2025
June 10,2025
July 10, 2025
August 10,2025
September 10,2025
october 10,2025
November 10,2025
December 10,2425
January 10,2026
February 10,2026
March 10,2026
April 10,2026
May 10,2026
June 10,2026
Total:
4 4
4 4
4 4
4 4
4 4
4 4
4 4
4 4
4 4
4 4
4 4
4 4
4 4
4 4
3 115
Source: Lennar Homes.

In the event that Lennar Homes does not exercise its option on the Landbank Lots or the right to purchase the Landbank Lots expires or is terminated, the Landbank, being an investor only and not a iromebuilder, would likely attempt to sell such Landbank Lots to another merchant builder.

Development Plan and Status of l)evelopment
Unless otherwise indicated, the information provided in this section has been provided by the Homebuilders and has been included because it may be considered relevant to an informed evaluation and analysis of the Bonds and the Improvement Area. No assurance can be given' however, that the proposed development of the property within the Improvement Area will occur in a timely manner oi in the configuration or to the density described herein, or that the Homebuilders, any owners or affiliates thereof, or any other current or subsequent property owners, will or wiil not retain ownership of its respective property within the Improvement Area.

The city, the District and the underrvriter can provide no assurances as to the accuracy of the 55 Page 231
12/12/2023 Item No.2.
information in this section. There may be material adverse changes in this information after the date of this Official Statement.

Development PIan * Tri PoittJg'
The Improvement Area is being developed in 4 separate Villages. Villages 1,2, and 3 include the lots owned arrd being developed by Trltointe. To date, final maps have been approved and recorded for all of the Taxable property being devetoped by Tri Pointe within the Improvement Area. Development within villages l,z, aid3 is entiiled for a total of 176 single family homes at full buildout.

Tri pointe,s lots in the Improvement Area are being developed and sold across two separate product lines known as Canterly at iolsom Ranch (Village l) and Lariatat Folsom Ranoh (Villages 2 and b;. rn. Canterly at Folsom Ranch product line is being developed on lots of approximately 3,000 square feet and includes four separate floor plans for two-story homes ranging in size from 1,705 square feel to ;,;t;;;;;" rr.t, ru"n with 3-4 bedrooms and2.5-3 bathrooms. The Lariat at Folsom Ranch product line is beingdeveloped on lots of approximately 3,400 or 4,000 square feet and includes three separate fl9or pfu* fir two-story ho-es ruttging in sizs from 1,822 square feet to 2,220 square feet, each with 3-4 bedrooms and 2.5-3 bathrooms. The following table is a summary of product types within the projects being developed by Tri Pointe within the Improvement Area' Table 10
City of Folsom
Communities Facilities District No. 23 (Folsom Ranch)
ImProvement Area No' 3
Summary of Product Types - Tri Pointe
Product Line
Canterly at
Folsom Ranch
3 3-4
3-4
4 2.5

2.5 2.5-3
3 Expected
Units
2l
26 29
-- 176
Living Area
Plan (square feet)
1 I,705
2 1,941
3 1,990
4 2,239
Storics Bedrooms Bathrooms
Garage Estimated
Size Base Price(l)
2 -$t58/042 9s83,421
2 $589,658
$624,400
$598,065
s656,622
$701,079
Total
2 2
2 2
2 2
2 I
2 3
26 22
26 26
Lariat at
Folsom Ranch
1,822
2,033
2,224

2.5 2.5
3 3
3-4
4 2
2 2
r,l gasesalespr"",;asofOctober lg,2023,andaresubjecttochangeatanytimebyTriPointe. Basesalespricesareexclusiveof any premiurns, options, upg*0"t, incentives, and any reiling.onc.ttions orprice reductions currently being offered' Source: Tri Pointe.

Tri pointe is actively marketing the homes within Villages 1,2, and 3 of the Improvement Ar91 t9 individual homeowne6 und, as of Ociober 19, 2A23,Tri Pointe had sold and closed 41 homes and had completed (but not yet closed) an additional 8 homes. Below is a summary of Tri Pointe's anticipated timing for their sale and delivery of finished homes'
56 Page 232
12/12/2023 Item No.2.

Table 1l
City of Folsom
Communities Facilities District No.23 (Folsom Ranch)
ImProvement Area No.2
Expected Delivery of Finished Homes by Sales Year - Tri Pointe Product Line 2023 2024 2025
Source: Tri Pointe.

Rockcress II at
Folsom Ranch
Living Area
(square feet)
l9
l9
Estimated
Base Price(l)
--T62t,eeo
$660,e90
5674,99A
$707,990
Total
Expected
Units
115
Developer
Tri Pointe
Tri Pointe
TOTAL
Canterly at Folsom Ranch
LariatatFolsom Ranch
95 JJ
29 62
48 41
No assurance can be given that home construction and sales witl be cawied out on the schedule and according to the plans oitlined herein, or that the home construction and sale plans or base prices setforth aboi" wig nit change after the date of this afficial statement. Additionally, homes sold may not result in closed escrows as sales contracts ale subiect to cancellation' See "CERTAIN NSKS TO BONDHOLDERS - Failure to Develop," "- Cutent Challenges to the Homebuilding Industry" and "- Increasing Mor\gage Interest Rates. "
QeveloPment PJan - Lennqr Honles'
Village 4 within the Improvement Area includes the lots owned by the Landbank and expected to be developed by Lennar Uomes. To date, final maps have been approved and recorded for all of the Taxable pioperry being developed by Lennar Homes within the Improvement Area. Development within Village + is entiiled foi a total of I l5 single family homes at full buildout' Lennar Homes, lots in the Improvement Area are being developed and sold across a single product line known as Rockcress iI at Folsom Ranch. The Rockcress II at Folsom Ranch product line is ileing developed on lots of approximately 3,015 square feet and includes 4 separate floor plans for two; story"homes ianging in size from 1,632 square feet io 2,024 square feet, with 3 to 4 bedrooms and 2.5 to 3 bathrooms. The following table is a summary of product types within the projects being developed by Lennar Homes within the Improvement Area.

Table 12
City of Folsom
Communities Facilities District No. 23 (Folsom Ranch)
ImProvement Area No. 3
Summary of Product Types - Lennar Homes
Product Line Plan
Garage
Stories Bedrooms Bathrooms Size
2 2
2 2
3 J
4 4
2 2
2 I
2 J
4 r,632
1,821
1,93 5
2,024

2.5 2,5

2.5 3
28 29
29 ,o
i;;;" d*;..r'r. u, of November zo,2023,and are subject to change at any time by Lennar Homes. Base sales prices are exclusive of aly premiums, options, upgrades, incentives, *d uny sellingioncessions or price reductions currently being offered' Source: Lennar Homes.
57 Page 233
12/12/2023 Item No.2.

Lennar Homes is actively marketing the homes within Village 4 of the Improvement Area to individual homeowners. As of October 19, i023,L"nnar Homes had not yet sold and closed any homes within Village 4 but had commenced construction on its first 4 homes in Village 4. Below is a summary of Lennar Homes' anticipated timing for their sale and delivery of finished homes.

Table 13
City of Folsom
Communities Facilities District No.23 (Folsom Ranch)
Improvement Area No. 2
Expected Delivery of Finished Homes by Sales Year - Lennar Homes Developer Product Line
Lennar Homes
TOTAL
Rockcress II at Folsom Ranch
Source : Lennar Homes.

No assurance can be given that home construction and sales wilt be carried out on the schedule and accoyding to the plans oilined herein, or that the home construction and sale plans or base prices serforth aboi wig not change after the date of this Official Statewtent. Additionally, homes sold may not result in closed escrows oi til"t contracts are subject to cancellation' See "CERTAIN R1,S1KS fO BONDHOLDERS - Failure to Develop," "- Current Chatlenges to the Homebuilding Industry" and "- Increasing Mortgage Interest Rates. "
Status of DeveloPmenl:

The property within the Improvement Area is under development, with homes completed and sold to individual homeowners, homes under construction and being marketed to individual homeowners, and finished lots. As of October 19,2023,41 homes within the Improvement Area had sold and closed to individual homebuyers. Also as of that date, Tri Pointe had completed (but not closed) an additional 8 homes to individual homebuyers. Homes under contract may not result in closed escrows as sales contracts are subject to cancellation.

As of October 19, 2023 (the date of value of the Appraisal), as summarized in the table immediately below, the Improvement Area included 41 completed homes that had closed escrow to individual homeowner., un udditional 8 completed homes that had not yet closed escrow to individual homeowners, 63 homes under construction (including 4 model homes being constructed by Lennar Homes), and 179 finished lots without vertical home construction. Homes under contract may not result in closed escrows as sales contracts are subject to cancellation.

The followingtable summarizes, as of October 79,2A23,the development status of the residential lots and homes proposed to be constructed within the Improvement Area' 2013 2024 202s 2026
0 36 48 :x0364831
58 Page 234
12/12/2023 Item No.2.

Table 14
City of Folsom
Community Facilities District No.23 (Folsom Ranch)
Improvement Area No.2
I)evelopment Status as of October t9,2A23
Product Line
Homes
Under
Construction
Homes
Completed
But Not
Closed(l)
Homes
Under
ContractG)
Homes
Closed
Building
Permits
Issued
Finished
Lots(3)
Partially
Improved
Lots
Undeveloped
Lots
Total
Proposed
Units(a)
Tri Pointe
Tri Pointe
Lennar Homes(s)
TOTAL
Developer
Canterly at Folsom Ranch
Lariat at Folsom Ranch
Rockcress II at Folsom Ranch
4l
(r) Includes model homes that have not been released for sale. (2) I{omes under contract may not result in closed escrows as sales contracts are subjectto cancellation by the homebuyers. (3) Reflects lots for which all conditions to issuance of a building permit have been completed, consisting generaliy of paved lots with streets installed and paved with all utilities and utilities stubbed to the pad.

Improved Lots" and (vi) "Undeveloped Lots."
(s) Includes lots owned by the Landbank.

Source: The Homebuilders and the Appraisal.
3l
28 4
27 16
0 23
l8
0 4
4 0
62 54
8 0
0 0
42 26
111
0 0
0 100
76 115
63S43 t24ng00291
59 Page 235
12/12/2023 Item No.2.
nearly completed all required backbone infrastructure, offsite improvements' and subdivision improvements serving the Improvement Area. As of October 17,2023, the Original Developer had exiended approxim#! $31.8 million for the various site development costs within the Improvement Area. The only remaining infrastructure required in- connection with the construction and sale of all expected 291 homes within the Improvement Area is the completion of a traffic signal at the intersection of Mangini parkway and Savannuh P*k*uy, which is required to be fully constructed prior to the first home occupancy in Village 4 within the Improvement Area. The original Developer has commenced construction on this traffic signal and expectsto have it fully constructed and operational by March20,24' As of octob er 17, z1z3,the 6riginal Developer anticipated that it would spend an additional $2.5 million lo "o-Blete its development within the Improve.eniAt.",.which includes approximately $600,000 to complete the traffic signal at the intersection of Mangini Parkway and savannah Parkway and approximately $1.9 milliin for various miscellaneous costs and punch-list items' The infrastructure and subdivision improvements completed by the Original Developer, and for which the original Developer anticipates ."rling reimbursement from the proceeds of the sale of the Local Obligations, general includes ioadway impiovements designed to meet the.-needs of development within the District. iip".in"ully, the origlnal beveloper anticipates these Facilities to include: (i) a portion of Savanna f'uit*uy ("ortn and so"uth of Mangini Parkway), (ii) a portion of Mangini Parkway' (iii) various intemal subdivision streets and related unJerground utilities, and (iv) the traffic signal at the intersection of Mangini parkway and Savannah Parkway. oth". than the traffic signal, the Facilities for which the Original Developer anticipates seeking reimbursement from the proceeds of the sale of the Local obligations have all been completed and accepted by the city'l Development Plan of Finance
Tri pointe: To date, Tri pointe has financed its land acquisition and various site development and home construction costs related to its properly in the Improvement Area through internally generated funds (which may include home sales ,"u"no", and funding from its parent company Tri Pointe Homes)' As of October 19,2023, Tri pointe had expended approximately $52 million on land acquisition, land development, homebuilding, marketing and salet "otii within the Improvement Area' As of such date' Tri pointe expected to in"ui'upproximitely $34 million on remaining homebuilding, marketing, and sales costs for its property in the Improvement Area'
Tri pointe expects to use internally generated funding (which may include home sales revenues and funding from its iarent company Tri f-ointe Homes) to complete its development in the Improvement Area. Tri pointe believes that it will have sufficient funds available to complete its planned development in the lmprovement Area in accordance with the development schedule des$ibed in this official Statement.

Notwithstanding the belief of Tri Pointe that it will have sufficient funds to complete its planned- land acquisition ani dZrebp*eit in the Improvement Area, no assurance can be given that sources of financiig available to Tri plointe will be stfficient to complete the development and home construction as currently anticipated. While Tri Pointe his made such internal financing available-in the past, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neltler Tri Pointe nor any of its ffitiates has any legal obligation of any kind to make any suchfunds available or to obtain loans' Other than pointing iut thu williigness i7 fri fointt to^provide internal financing in the past, Tri Pointe has not ,"p)rt"nt"d in any wqt that it will do so in the future' If and to the exlent that internal financing anrJ -home sales revenues are inodequate to pay the costs to camplete Tri pointe's planned divelopmint and home conslruction in the Improvemenl Area as

12/12/2023 Item No.2.
currently anticipated and other financing by Tri Pointe is not put into place, tlzere could be a shortfall in the funds required to complete the proposed tand acquisition, development and home construction by Tri Pointe and portions of the project may not be developed' Lennar FJome;: To date, Lennar Homes has financed its land acquisition and various site development and hornebuilding costs related to its property in the Improvement Area through internally generated funds. Lennar Homis expects to use home sales revenues and internal funding to complete its Eeuelop-ent within the Improvement Area and believes that it will have sufficient funds available to compl"te its planned development as described in this Official Statement' Atthough Lennay Homes expects to have sfficient funds available to complete its development in the Improveminr Area as described tn this Official Statemen-t, there can be no assurance that amounts ,r""riory to finance the development costs *iit te available from Lennar Homes, Lennar Corporation or any othi^olr"u when needed. Neither Lennar corporation, nor any of its subsidiaries or related entities are under any legal obligation of any kind to expind funds for the development of and construction of homes on its property 7n the
-Improvement
Aiea. Any contributions by Lennar Homes or Lennar
Corporation to'fuid the costs of such development are entirely voluntary' If and to the extent that internal funding, including ,but not limited to home sales revenues, are inadequate to pay the costs to compiete thl planned-development by Lennar, Homes within the Improvement Area and other financing is not pit into place, there could be a shortfall in the funds required to complete the plannLd development by Lennar Homes in the Improvement Area' This section provides a general overview of certain risk factors which should be considered, in addition to the other matters set firth in this Offrcial Statement, in evaluating an investment in the Bonds' This section is not meant to be a comprehensive or definitive discussion of the risks associated with an investment in the Bonds, and the ordei in which this information is presented does not necessarily reflect the relative importance of various risks. Potential investors in the Bonds are advised to consider the following factors, among others, and to review this entire official Statement to obtain information essential to the making of"an informed investment decision. Any one or more of the risk factors discussed below, among others, could lead to a decrease in the market value andlor in the marketability of the Bonds. There can be no assurance that other risk factors not discussed herein will not become material in the future.

Levy of the SPecial Tax

CERTAIN RISKS TO BONDHOLDERS
The principal source of payment of debt service on the Local Obligations, from which funds for the payment trthe gonds are d"rivea, is the proceeds of the annual levy and collection of the Special Tax uguinrt propefi in the Improvement Area. The annual levy of the Special Tax is subject to the Maximum Facilities Special Ta* .#s authorized within the Improvement Area. The levies cannot be made at higher rates even if the failure to do so means that the eitimated proceeds of the levy and collection of the Special Tax, together with other available moneys, will not be sufficient_to pay debt service on the Local o|tigutior,r. oin", funds which might be availalle include funds derived from the payment of delinquent speJiat rax and funds derived from the tax sale or foreclosure and sale of related Taxable Property on which levies of the Special Tax are delinquent'
The levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular Taxable property and the u*ouni of the levy of the Special Tax against such parcels' Thus, 61 Page 237
12/12/2023 Item No.2.
there will rarely, if ever, be a uniform relationship between the value of such parcels and the proportionate share of debt service on the Local Obligations, and certainly not a direct relationship' The Special Tax levied in any particular tax year on a Taxable Property is based upon the revenue needs and application of the Amendid Rate and Method of Apportionment. Application of the Amended Rate and Metnoa of Apportionment will, in turn, be dependent upon certain development factors with respect to each Taxable property by comparison with sirnilar development factors with respect to the other Taxable property in thi Improvement Area. Thus, in addition to annual variations of the revenue needs from the Special Tax, the following are some of the factors which might cause the levy of the Special Tax on any particular Taxable Pr-perty to vary from the Special Tax that might otherwise be expected:
. Reduction in the amount of Taxable Property for such reasons as acquisition of Taxable property by the federal government or an agency thereof, asserting immunity (however, see ,,Exempt Properties" below) from taxation, thereby resulting in an increased tax burden on the remaining Taxable Property'
. Failure of the related owners of Taxable Property to pay the Special Tax and delays in the collection of or inability to collect the Special Tax by tax sale or foreolosure and sale of the delinquent parcels, thereby resulting in an increased tax burden on the remaining parcels, subject to the related Maximum Facilities special Tax.

Collection of Special Tax
In order for the District to pay debt service on the Local Obligations, from which funds for the payment of the Bonds are derived, it is necessary that the Special Tax levied against land in the i*p.ou"..nt Area be paid in a timely manner. The District has established the Local obligations Reserve Account under the Local Obligations Indenture in the amount of the Required Bond Reserve to pay debt service on the Local Obligations, in the event that a portion of the Special Taxes for the Local Obligations are not paid on time-
The Local Obligations Indenture provides that the Special Tax is to be collected in the same manner as ordinary ai ralorem property taxes are collected and, except as provided in the special covenant for foreclosure describedbelbw and in the Mello-Roos Act, is to be subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ad valorem property taxes. Pursuani to these proc"dur"t, if taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County. pursuant to the Mello-Roos Act, in the event of any delinquency in the payment of the Special Tax, the District may order the institution of a Superior Court action to foreclose the lien therefor within ,p""ifi"d time limits. ln such an action, the real property subject to the unpaid amount may be sold at .luOiciat foreclosure sale. Such judicial foreclosure action is not mandatory. However, the District has covenanted that it will annually on or before September 1 of each year review the public records of the County of Sacramento relatingio the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if it determines on the basis of such review that the amount so collected is deficient by more than 5o/o of the total amount of the Special Tax levied in such Fiscal year, it will within 60 daysihereafter institute foreclosure proceedings as authorized by the Mello- Roos Act in order to snforce the lien of the delinquent installments of the Special Tax against each lot or parcel of land in the Improvement Area, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; ptqyidgd, that irrespective of the foregoing if the District determines on the basis of such review that property owned by any single property owner in the Improvement Area is 62 Page 238
12/12/2023 Item No.2.
delinquent by four missed payments with respect to the Special Tax due and payable by such property o*n"i by sucn delinquency date, then the Diitrict will institute, prosecute and pursue such foreclosure pro"""ding, in the time uni *"*rn", provided herein against such properly owner; provided further, that any actions taken to enforce delinquent special Tax liens shall be taken only consistent with Sections 53356.lthrough 53356.T,bothinclusive,oftheMello-RoosAct;andprov-idedryfl"tthattheDistrictis not obligated under the Local obligations Indenture to enforce the lien of any delinquent installment of the Spec"ial rax for uny Eir.ut yeaiin which the District has received one hundred percent (100%) of the amount of such installment from the County pursuant to the Teeter Plan' In the event that sales or foreclosures of property are necessarY, there could be a delay in payments to Owners of the Bonds pending such sales ollht.ptot.cution of foreclosure proceedings a1d receipt by the District of th" pro"""d, of sile if the Local obligations Reserve Account with respect to the to"ui Ottigations is depletei. See "SECURITY AND SOURCES oF PAYMENT FoR THE BONDS- Covenant for Foreclosure."
The District may be unable to make full or timely payment of debt service on the Local obligations if property oinn"r, in the Improvement Area fail to pay installments of the special rax when due, if the Local Obiigations Reserve Account is depleted, or if the District is unable to sell related foreclosed parcels for atounts sufficient to cover the delinquent installments of the Special Tax.

Conccntration of OwnershiP
Currently, a large portion of the Taxable Propefy in the Improvement Area is owned by the Homebuilders (includinf the Landbank), and consequently, a large portion of the Special Tax within the Improvement Area wilibe paid by the Homebuilders until the homes are completed and sold' See *PNOPOS BD PROPERTY DEVELOPMENT-PTOPETtY OWNCTShiP,,'
The Homebuilders are each in the process of building and selling completed homes to individual homeowners. No assurance can be given that the properly sales will close when anticipated' See ,,pRoposED pRopERTy DEVELOpMENT-Property ownership." Generally, the risk of delinquency or nonpayment of sp"ciai Taxes at levels which ao not permit the timely payment of principal of and interest on the BondJ is inversely correlated to the diversity of ownership of raxable Property within the Improvement Area. The fact that a substantial porticn of the property providing the ultimate security for the payment of Local Obligations is controlled by only a few, owners means that timely payment of the respective Special Tax and]therefore, the Bonds, will depend initially upon the willingness and ability of these few owners to pay the Special Tax when due. The only assets of the Homebuilders that constitute security for the t o"ui OUtigations are their real properly holdings located within the Improvement Area' There can be no assurance that the remaining partially developed property within the Improvement Area will be fully developed and that property ownership will be further diversified as a result. See "GERTAIN RISKS TO BONDHOLDERS-Failure to Develop'" Payment of the special Tax is Not a Personal obligation of a Property owner

A PROPERTY OWNER IS NOT PERSONALLY OBLIGATED TO PAY THE SPECIAL TAX'

RATHER, THE SPECIAL TAXES ARE OBLIGATIONS ONLY AGATNST THE PROPERTY' IF THE

VALUE OF THE PARCELS OF PROPERTY IS NOT SUFFICIENT, TAKING INTO ACCOTINT

OTHER OBLIGATIONS ALSO PAYABLE THEREBY, TO FULLY DISCHARGE THE SPECIAL

TAX, THE DISTRICT WILL HAVE NO RECOURSE AGAINST THE PROPERTY OWNER' 63 Page 239
12/12/2023 Item No.2.

Potential Early Redemption of Bonds from Prepaid Special Taxes Property owners within the Improvement Area are permitted to prepay their Special Taxes at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping ipecial assessment district or community facilities district. Such payments will result in a redempiion of the Bonds on the Interest Payment Date for which timely notice may be given under the Trust Agreement following the receipt of the prepayment. The resulting redemption of Bonds purchased at a price greater than par could reduce the otherwise expected yield on such Bonds. See "THE BoNDs-Redemption Provisions-Extraordinary Redemptionfrom Prepayment of Special Tmes." Special Tax Delinquencies
The Special Taxes are billed to the properties within the lmprovement Area on the ad valorem property tax bills sent to owners of such properties. Such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do ad valorem properly tax installments' In each year the County includes the Improvement Area in the Teeter Plan, the County will be obligated to pay the District 100% of the amount of the Special Taxes actually levied in the Improvement Area, iegardless of any delinquencies. However, the County is required to terminate the Teeter Plan if trryo- thirds of the participants so petition the Board of Supervisors and may discontinue the Teeter Plan as to the Improvement Area if the delinquency rate in the Improvement Area exceeds 3%. Moreover, the County determines annually whether to include a particular district in the Teeter Plan. $gs c(-fssfsl Plan Termination" and "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS-The Teeter Plan.'o Significant delinquencies in the payment of annual Special Tax installments, or delays in the prosecution of foreclosure proceedings to collect such Special Taxes, could result in a default in the payment of the debt service on the Bonds. $gs (c-Bsnkruptcy" and "-FDIC/Federal Government inierests in Properties" below, for a discussion of the limitations on the District's ability to foreclose on the lien of the Special Taxes in certain circumstances and the policy of the Federal Deposit Insurance Corporation regarding the payment of special taxes.

Teeter Plan Termination
The County has implemented its Teeter Plan as an alternate procedure for the distribution of certain property tax and assessment levies on the secured roll. The County determines annually which special iaxis and assessment levies to include in the Teeter Plan. Pursuant to its Teeter Plan, once the County determines to include special taxes and assessment levies in the Teeter Plan, the County provides the local agency and taxing area with full tax and assessment levies instead of actual tax and assessment collections. In retum, the County is entitled to retain all delinquent tax and assessment payments, penalties and interest. Thus, the County's Teeter Plan may help protect Owners from the risk of delinquencies in the payment of Special Taxes. However, the County is entitled, and under certain circumstances could be required. to terminate its Teeter Plan with respect to all or part of the local agencies and taxing areas covered thereby. In addition, the County may decide not to include certain special taxes and assessment levies, including the Improvement Area, in the Teeter Plan in any fiscal year. Any termination of the Teeter Plan with respect to the Improvement Area would eliminate such protection from delinquent Special Taxes. See "SECURITY AND SOURCES OF PAYMENT FORTHE BONDS-The Teeter Plan."
Land Values
If a properfy owner defaults in the payment of the Special Tax, from which funds for the payment of the Bonds are derived, the District's only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. The value of taxable property in 64 Page 240
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the Improvement Area is therefore an important consideration in evaluating the security for the Bonds' Land values could be adversely affected by economic factors beyond the District's control, such as relocation of employers out of the area, stricter land use regulations, the absence of water, or destruction of property caused- by, among other eventualities, earthquake, flood or other natural disaster, or by environmental pollution or contamination'
Appraisal Risks
The Appraiser has estimated the market value of the property in the Improvement Area on the basis of certain assumptions which the Appraiser believes to be reasonable under the circumstances. See the Appraisal includei in AppENDIX G hereto. However, certain of the assumptions made by the Appraiser may prove to be untrue.

Although the District believes that the Appraiser's methodology and assumptions are reasonable under the circumstances, the Appraiser's aggregate value conclusions are expressions of professional opinion only. No assurance can b" given that the aggregate values of property in the Improvement Area aie equal to or greater than the Appiaiser's estimated values, nor can any assurance be given that such aggregate values will not decline auring the period of time the Bonds are Outstanding. The values of the p-p""y in the Improvement Area can be adversely affected by a variety of factors, including, but not ii-it"d-to, the occurrence of one or more of the special risk events discussed herein. A decline in the value of a parcel in the Improvement Area could lower the ability or willingness of the owner of such parcel to pay Special Taxes when due and would decrease the amount recoverable at a foreclosure sale of such parcel.

See ,.THE IMPROVEMENT AREA-Properlry Values" for a further discussion of estimated property values in the Improvement Area.

Exempt Properties
Certain propefties within the Improvement Area are or may become exempt from the Special Tax in accordance with-the Amended Rate and Method of Apportionment. In addition, the Mello-Roos Act provides that properties or entities of the state, federal or local government are exempt from Special Tax; provided, howevir, that property acquired by a public entity through a negotiated transaction or by gift or bevise, which is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. in addition, the Mello-Roos Act provides that if property subject to Special rax is acquired by a public entity through eminent domain proceedings, the obligation to pay Special Tax with respect to that properry is to be ireated as if it were a special assessment. Further, properties receiving a welfare Lxe*ption under subsection (g) of Section 2I4 of the California Revenue and Taxation Code are exempt from ihe Special Tax unless debt is outstanding and the property was subject to the Special Tax prior to receiving t-he exemption. Currently, the Improvement Area includes approximately 5.8 acres that are expected"to be deveioped into a 152-unit affordable housing site that will receive a welfare exemption and be exempt from the Special Tax. The constitutionality and operation of these provisions of the Mello- Roos Act have not been tested.

In particular, insofar as the Mello-Roos Act requires payment of a special tax by a federal entity acquiring prope*y within the community facilities district, it may be unconstitutional. If for any reason prop"try"*ithin tlie Improvement Area becomes exempt from taxation, then, subject to the Amended Rate ana UetnoA of Apportionment, including the limitation on the maximum special tax rates set out in the Amended Rate and Method of Apportionment, the special tax will be reallocated to the remaining taxable properties within the Improve."nt area. This would result in the owners of such property payilg_ a g."ut.. amount of the Siecial Tax and could have an adverse impact upon the timely payment of the 65 Page 241
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Special Tax. Moreover, if a substantial portion of land within the Improvement Area becomes exempt from the Special Tax because of public ownership, or otherwife, the maximum rate that could be levied upon the remaining property mignt not be sufficiint to pay principal of and interest on the related Local Obligations u'd co=uid aau".r"tf uffect the ability of the District to pay principal of and interest on the Bonds when due.

Maximum Special Tax
Within the limits of the Special Tax, the District may adjust the Special Tax on all prope(y in the Improvement Area to provide an amount required to pay interest on, principal of, Minimum Sinking Fund payments for and redemption premiums, if uny, on the Local Obligations, and the arnount, if any, n"""rruty to cure delinquencies and replenish the Local Obligations Reserve Account to an amount equal to the Required Bond Reserve, and to pay all current Expenses' Although the Maximum Facilities Special Tax is designed to provide Special Tax revenues on an annual basis, tf,ere is no assurance that the Maximum Facilities Special Tal o1 the property in the Improvement Area will be sufficient to pay the amounts required to be paid by the Local Obligations lndenture at all times, from which funds for the payment of the Bonds are derived. See "SECUNTY AND SOURCES OF PAYMENT FOR THE BONDS-special Tax Authorization" and APPENDIX A- ..AMENDED RATE, METHOD OF APPORTIONMENT AND MANNER OF COLLECTION OF SPECIAL TAX.''
Under the Amended Rate and Method of Apportionment, the Facilities Special Tax levied in any fiscal year against any Assessor's parcel (as definedin the Amended Rate and Method of Apportionment) of Developed property classified as Reiidential Property may not be increased as a consequence of delinquency or deiauli by the owner or owners of any other parcel or parcels within the Improvement Area Ly more than l0% above the amount that would have been levied against such Assessor's Parcel in that fiscal year had there never been any such delinquencies or defaults. Pursuant to the Amended Rate and Method of Appofiionment, property is considered "Residential Properly" once a building permit could be issued for the purposes'of constructing one or more Residential Units, including either single family detached homes oi multi-family attached properties, such as apartments, and property is consiiered .,DevelopeJproperty" if a buiiding permit for new construction was issued prior to June 30 of the previous fiscal year.

No Acceleration Provision
The Local Obligations Indenture does not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terms thereof' Loss of Tax ExemPtion
As discussed under ..TAX MATTERS," interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date of issuance, as a result of acts or omissions of the District subsequentto the issuance of the Bonds in violation of the District's covenants with respect to the Bonds. stroutd interest become includable in gross income, the Bonds are not subject to redemption by reason thereof and will remain outstanding until maturity or unless earlier redeemed pursuant to optional or mandatory redemption'
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Parity Taxes and Special Assessments
The ability or willingness of a properfy owner in the Improvement Area to pay the Special Tax, from which funds for the payment of the Bonds are derived, could be affected by the existence of other taxes and assessments imposed upon the property either eurrently existing or imposed in the future. The assessments and any p"nulti". thereon constitute a lien against the lots and parcels of land on which they have been levied untiithey are paid. Such lien is on parity with all special taxes and special assessments levied by other agencies and ii co-equal to and independent of the lien for general properly taxes and other special assessments regardless oiwhen they are imposed upon the same property. The Special T11 has priority over all existing and future private liens imposed on the property' In addition, other public ugencies *hor. boundaries bverlap those of the Improvement Area could, with or in some circumstances without the consent of the owners of the land in the Improvement Area, impose additional taxes or assessment liens on the properly in the ImprovementArea in order to finance public improvements to be located inside or outside of the Improvement Area.

Although the District has covenanted not to impose additional special taxes or assessments on property within'the Improvement Area except in accordance with the Local Obligations Indenture, the nuihority and the Disirict have no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from allor a portion of the property in the Improvement Area. The imposition of additional liens on parity with the assessments could reduce the a6iiity or willingness of the owners of parcels in the Improvement Area to pay the Special Tax and increases the possibility that foreclosure proceeds will not be adequate to pay delinquent Special Taxes or the principal lr and interest on the Local obligations when due. As described under "FoLSoM PLAN AREA-public Facilities Financing Plan," and "THE IMPROVEMENT AREA-Overlapping Debt" the City plans to issue additional obligations secured by special taxes from time to time to finance backbone infraitructure and public improvements within the Folsom Plan Area and the boundaries of the Improvement Area. For example, CFD 18 authorized the issuance of up to $200,000,000 in obligations.

ThL special taxes securing ru"li additional obligations would be payable on parity with the Special Taxes, and the City cunently anticipates that an initial series of CFD l8 bonds will be issued to finance a portion of the phase 2A Water Facilities, although the timing and amount of any CFD 18 bond issuance is not yet known. In addition, property owners may choose to participate in a residential PACE program (a mechanism for financing in"tgy efficiency and renewable energy improvements on private property), consenting to assessments on their parcels that would be on a parity with the Special Taxes' tr'uture Private Indebted ness
At the present time, the Improvement Area includes properties that are undergoing development or are developed. In order to develop any improvements on that undeveloped land, the properly owners will need to construct private improvements, the cost of which may increase the private debt for which the land in the Improvemlnt Area o] other land or collateral owned by the property owners is security over that contemplated by the Local Obligations, and such incrcased debt could reduce the ability or desire of the property owners to pay the Special Tax secured by the land in the Improvement Area. It should be noted however, that the- lien of any private financing secured by the land within the Improvement Area would be subordinate to the lien of the Special Tax.

Disclosures to Future Purchasers
The District has recorded notice of the Special Tax Lien in the Office of the County Recorder of the County of Sacramento. While title companies normally refer to such notices in title reports, there can be no guaiantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of a parcel of land, a home or a commercial or 6'7 Page 243
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industrial facility in the Improvement Area or the lending of money thereon. The Mello-Roos Act requires the subjivider (or its agent or representative) of a subdivision to notifu a prospective purchaser or long-term lessor of uny lot, p-urcel, or unit subject to a Mello-Roos special tax of the existence and maximum amount of ru"ir 'special tax using a statutorily prescribed form. State Civil Code Section ll0z.6b requires that in the case of transfers other than those covered by the above requirement, the seller must at least make a good faith effort to notifli the prospective purchaser of the special tax lien in a format prescribed by staiute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence ofthe Special Tax, could adveisely affect the willingness and ability of the purchaser or lessor to pay the Special Tax, from which funds for the payment of the Bonds are derived, when due' Bankruptcy
The payment of the Special Tax and the ability of the Dishict to foreclose the lien of a delinquent unpaid tax, as iiscussed in ,,SECUBJTY AND SOURCES OF PAYMENT FOR THE BONDS," may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State relating to;"aiciaf foreclosure. In addition, the prosecution ofa foreclosure action could be delayed due to crowded local court calendars or delays in the legal process. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be quuiifi"d as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, by the application of equitable principles and by the exercise ofjudicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the lien of the Special Tax to become extinguished, b*ankruptcy^ oi u'property owner could result in a delay in prosecuting superior court foreciosure proceedinls. rn" feaeiat bankruptcy laws provide for an automatic stay of foreclosure and sale oftax rul, pro"""iings, thereby delaying iuch proceedings perhaps for an extended period' Any such delays would increase th; likelihood of a delay or default in payment of the principal of and interest on the bonds and the possibility of delinquent tax installments not being paid in fuIl. To the extent that property in the Improu"rn.ni Area coniinues to be owned by a limited number of property owners, the chances are increased that the Local Obligations Reserve Fund could be fully depleted during any such delay in obtaining payment of delinqueni Special Taxes. As a result, sufficient moneys would not be available in the Locat Obtigations R"t"*" Account to make up shortfalls resulting from delinquent payments of the Special Taiandthereby to pay principal of and interest on the Local obligations on a iimely basis. The payment of the Special Tax and the ability of the District to foreclose the lien of a delinquent unpaid tax could be delayed by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting rights of creditori generally or by the laws of the State relating to judicial foreclosure. Further, shoJld remedies be exercised under the federal bankruptcy laws against parcels in the Improvement Area, payment of the Special Tax may be subordinated to bankruptcy law priorities.

Thus, certain claims may have priority over the Special Tax in a bankruptcy proceeding even though they would not outside of a bankuptcy proceeding'
FDIC/Federal Government Interests in Properties
The ability of the District to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC"), the Drug Enforc"*"n1 Agency,- the Internal Revenue Service, or other federal agency has or obtains an interest.

Under the Supremacy Clause of the United States Constitution, unless Congress has otherwise provided, if a federai governmental entity owns a parcel that is subject to Special Taxes within the 68 Page 244
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Improvement Area but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and aisessments. Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on parity with the Special Taxes and preserve the federal government's mortgage interest. In Rzs/ v. Johnson,597 F.2d 174 (1979), the United States Court of Appial, Ninth Circuit held that the Federal National Mortgage Association ("FNMA") is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

Neither the Authority nor the District have undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes within the Improvement Area, and therefore expresses no viiw concerning the likelihood that the risks described above will materialize while the Bonds are outstanding.

In the event that any financial institution making any loan which is secured by real properly within the Improvement Area is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default, then the ability of the Authority to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited.

The FDIC's policy statement regarding the payment of state and local real property taxes (the "Policy Statement") provides that properly owned by the FDIC is subject to state and local real property taxes onty if those taxes are assessed according to the property's value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, tne fUb will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administrati,on of the institution's affairs, unless abandonment of the FDIC's interest in the properly is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. if uny property taxes (including interest) on FDIC-owned propelty are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC's consent.

The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Mello- Roos Aci and a special tax formula which determines the special tax due each year are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC's federal immunity. The Ninth Circuit has issued a ruling on August 28,2001, in which it determined that the FDIC, as a federal agency, is exempt from Mello-Roos special taxes. According to information available from the Sacramento County assessment roll, the FDIC does not currently own any of the property in the Improvement Area.
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The Authority and the District are unable to predict what effect the application of the Policy Statement would hurne in the event of a delinquency in the payment of Special Taxes on a parcel within the Improvement Area in which the FDIC has or obtains an interest, although prohibiting the lien of the FDIC io be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel ai foreclosure sale. Such an outcome could cause a draw on the reserve account for the l-ocal Obligations and perhaps, ultimately, if enough property were to become owned by the FDIC, a default in payment on the Local Obligations and the Bonds.

Zoningand Land Use Decisions
The Special Taxes, from which funds for the payment of the Bonds are derived, are to be levied annually basei upon the land use categories in effect for the properlry. Decisions made by the Ctty Councii, which has control over zoning and land use decisions for property in the City, will affect the prorpr"iin. use of the property and, theiefore, the tax base for the Special Tax. The Amended Rate and ivtettroO of Apportionr"nt does not permit land use changes to reduce the tax base to below the Special Tax Requirement.

Ballot Initiatives and Measures
From time to time constitutional initiatives or other initiative measures may be adopted by State voters or voters of the City. For example, Measure W, adopted by City residents in November 2004, required, among other things, that residents north of State Highway 50 not bear the cost for infrastructure und puuiic facifities s"*inf tit" Folsom Plan Area. The adoption of any such initiative in the future might place limitations on tfre au-ility of the State or any political subdivisions thereof, including the Authority or the City, to increase ,"n"nu", or to increase appropriations, the ability of the landowners to complete their deveiopments, or the ability of the District to collect the Special Tax' Shapiro v. San Diego
On August 1,2014, the California Court of Appeal, Fourth Appellate District, Division One, issued its opinion in'shapiro v. san Diego City Councif, ttl cal. Rptr. 2d 631,96 CaL App. +e 90+ (2002). The case involved a Convention benter Facilities District (the "CCFD") established by the City of sun Diego, much like a community facilities district established under the provisions of the Mello- Roos Act. 1f," CCf'n is comprised of all of the real property in all of the City of San Diego. However, the special tax to be levied within the CCFD was to be levied only on hotel properties.

At the election to authorize such special tax, the electorate was limited to owners of hotel properties and lessees of certain of such hotel properties. Thus, the election was a landowner election limited to owners and lessees of properties on which the special tax would be levied, and not a registered voter election. Such approach to determining who would constitute the qualified electors of the CCFD was based on Section iizzo(")of the Mello-R.oo. Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landownerr of the proposed district whose property would be_ subject to the special tax' The Court held that the CCFD rp..iul tax election was invalid under the California Constitution because Article XIII A, Section 4 thereof and Ar.ticle XIII C, Section 2 thereof require that the electors in such an election be the registered voters within the dishict.

In the case of the CCFD, at the time of the election there were many, many registered voters within the CCFD (viz., all of the registered voters in the City of San Diego). There were no registered voters within the Improvement Area at the time of the election to authorize the Special Tax. In City of San Diego, the Court expressly stated that it was not addressing the validity of landowner voting to 70 Page 246
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impose special taxes pursuant to the Mello-Roos Act in situations where there are fewer than 12 ."jirt"r"d uoters. Thus, by its terms, the Court's holding does not apply to the Special Tax election in the Imlprovement Area. Mofuover, Section 53341 of the Mello-Roos Act provides that any "action or proceeding to attack, review, set aside, void or annul the levy of a special tax...shall be commenced within 301ays after the ,p..iut tax is approved by the voteqs." The Special Tax with respect to the ImprovemeniA."u *., upp.oued by the uot".r on May 26,2020. Based on Section 53341 of the Mello- Roos Act and its analysis of existing laws, regulations, rulings and court decisions, the District does not believe that a challenge to the Special Tax may now be brought' Recent Changes to Federal Income Tax Law
H.R. I of the 1 l5th U.S. Congress was enacted into law on December 22, 2017 (the "Tax Acf').

The Tax Act makes significant changes to many aspects of the Code. The District, the City, the Authority and the Homebuilders"cannot prediclthe effecithat the Tax Act may have on the cost of home ownership, the price of homes in the Improvement Area, the rate at which homes in the Improvement Area are sold to individual homeowners by ihe Homebuilders, the ability or willingness of homeowners to pay Special Tax or property taxes on Taxable Properly within the Improvement Area, or the values contained in this Official Statement or in the Appraisal.

Risks of Real Estate Secured Investments Generally
The owners of the Bonds will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (i) adverse changes in local market conditions, such as "iung". in the market
*value
of real property in !h9 vicinity of Improvement Area, the supply of or demalnd for competitive properties in such aria, and the market value of residential property or buildings and/or sites in the event of sale or foreclosure, including as a result of tax reform; (ii) changes in real estate tax rates and other operating expenses, governmental rules (including, without limitation, zoning laws and laws relating to endange[d species and hazardous materials) and fiscal policies; (iii) increased construction costs, w-orkforce shortages, supply chain disruptions or other similar factors affecting the development, financing or marketing capaUitities of the Developer; (iv) federal, state and local regulations, including "envirorrrnental, land use, zoning and building requirements; and (v) natural diJasters (including, -without limitation, earthquakes, fires and floods), which may result in uninsured losses. There can be no assurance that land d-evelopment operations within the Improvement Area will not be adversely affected by these risks'
No assurance can be given that the Homebuilders or any other current or future homeowners within the Improvement Area i,itt puy the Special Tax in the_ future or that they will be able to pay such Special Tax on a timely basis. See "-Bankruptcy" below, for a discussion of certain limitations on the District's ability to pursue judicial proceedings with respect to delinquent parcels. Further, many homes within the Improvement Aiea will have a higher-than-average price point as compared to other homes in the region, *lii"n may impact the absorption of the residential units within the Improvement Area' Current Challenges to the Homebuilding Industry
The pace of homebuilding in the Improvement Area may be adversely affected by a variety -of factors, including changes in ecJnomi" "onditions,
interest rates, water shortages, and other similar
factors, and recently inJluaing workforce shortages and supply chain disruptions. For example, obtaining ga.,,,ge doors and *i1do*. Iiave recently been challenging for home builders generally. Additionally, some California municipalities have been experiencing supply chain disruptions for the electrical transformers and water meters needed for new development, having been advised in some cases of up to a 2-year delay for new electrical transformer orders. [The lots in Villages 1,2, and 4 are fully energized, 71 Page 247
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and Tri pointe anticipates that the remaining lots in Village 3 will be energized during December 2023,-l The Homebuilders are not currently aware of any anticipated supply chain disruptions for the development within the Improvement Area. Additionally, the City has taken steps to prevent a water meter supply chain disruption. The City has made alrangements with a supplier to have approximately [i,000] new water meters set aside for its future use. Also, City staff have obtained authorization from it" city,r City Council to purchase additional new water meters as needed for new development in the city so that such purchases can be made expeditiously and without the need for further City Council action. However, no assurance can be given that supply chain disruptions for the materials needed to complete development within the Improvement Area will not occur.

Increasing Mortgage Interest Rates and Banking Uncertainty Most of the purchasers of the Homebuilders' homes finance their acquisitions with mortgage financing. As such, rising interest rates, decreased availability of mortgage financing or of certain mortgagl programs, irigh", do*n payment requirements, or increased monthly mortgage costs could. have u n.g-"tiu" impact on tf," estimated absorption rates of the Homebuilders' planned for-sale homes in the Imprivement Area. Further, a combination of higher mortgage rates, delays in construction stemming from delays in the supply chain, homebuyers' inability to sell their existing homes and adverse changes in local, regionut or national economic "ondition.,
among other factors, could contribute to an increase in the rate If ho*" order cancellations for the Homebuilders. An increase in the level of such cancellations could similarly have a negative impact on the estimated absorption rates of the Homebuilders' planned for-sale homes in the Improvement Area.

Failure to l)eveloP
Land development operations are subject to comprehensive federal, State and local regulations' Approval is required fro- lruiiou, agencies in ionnection with the layout and design of developments, the nature and extent of improvementr, construction activity, land use, zoning, school and health requirements, as well as numerous other matters. It is possible that the approvals necessary to complete development of all taxable property within the Improvement Area are not obtained on a timely basis or that litigation could be filed."gu.ding approvals. Failure to obtain any such agency approval or satisfli "ny ,u"h government requirement or any litigation concerning such agency approval or government requirernen=t could adveriely affect land development operations. In addition, current and future governmental restrictions, including, but not limited to, govemmental policies restricting or controlling ievelopment within the Improve*"lnt A."u, could be enacted, and future land use initiatives approved by the voters in the City could add more restrictions and requirements on development within the Improvement Area, which restrictions may increase the cost to develop the Improvement Area. One such govemmental restriction is the requiremint to install rooftop photovoltaic solar systems for residential [uildings underthree stories constiucted starting in2020. Costs associated with the installation of solar to the homebuilders may reduce the willingness of homebuilders to construct homes and increased costs of those homes may decrease the willingness of homeowners to buy such homes' Moreover, there can be no assurance that the means and incentive to conduct land development operations within ih" I*p.on"ment Area will not be adversely affected by a deterioration of the real estate market or economic.oniitiorr. generally, future local, State and federal governmental policies relating to real estate development, the income tax treatment of real property ownership, acts of war or terrorism' or other factors.

A portion of the Taxable Property in the Improvement Area is presently being developed.

Undeveloped property is less valuable per u".* than developed property, especially if there are no plans to develop such-property or if there ur. ."u"t" restrictions on the development of such propefly, and 72 Page 248
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therefore provides less security to the owners of the Bonds should it be necessary for the District to foreclose due to the nonpaym*t otthe Special Taxes. Delays in any property owner's ability to obtain discretionary approvals lin"tuaing any delays caused by litigation) would in turn delay the construction of improvements ana deveiop*ent of tn. Taxable Property within the Improvement Area. Furthermore, an inatitity to develop the la-nd within the Improvement Area as currently proposed would result in slower rates of diversification oi prop"ny ownership within the Improvement Area. Concentration of ownership increases the risk of a failure io collect sufhcient Special Taxes to pay debt service on the Bonds, all other things being equal. The timely payment of Special Taxes levied on undeveloped properly depends pri,rr-arity uf,on'the abilify and wittingness of own".t of such property to pay such taxes when due' certain infrastructure improvements are required before development in t!r9 -lmprovement A11--i1
complete. Also, the Phase 2 Water Facilities described under the heading "PROPOSED PROPERTY DEVELOpMENT-Development Entitlements-Water Supply- are expected to be needed before the full development of the Folsom Flan Area. A slowdown in or cessation of the development of land within the Improvement Area could reduce the ability and willingness of such owners to make Special Tax payments, and could greatly reduce the value of such properly in the event it has to be foreclosed upon to collect delinquent .pJ.iut taxes. See "-s4nftpptcy" above for a discussion of certain limitations on the ability of the District to pursue judicial foreclosure proceedings with respect to taxpayers with delinquent Special Taxes.

No Independent Review of Valuation or Viabilify of Completed Projects property within the Improvement Area is comprised of separate and distinct projects as described above. payment of Speciaf Taxes are inherently dependent upon the development within th9 Improvement Area, and, with respect to residential properties, the ability of the buyers of completed ho*es to pay. The Authority, the District, and the Underwriter have not reviewed any business plan for continued ownership, development and/or operation of the property within the -Improvement Area' Similarty, the Authority, the Di*t.i"t and the Underwiter have not conducted any independent evaluation of the e*isting or projicted economic viability or profitability of any of the plans for development, including review andl"or evaluation of financial statements of any owner or developer of any parcel subject tlo the special rax. The information contained herein regarding the proposed development and the owners of the parcels within the Improvement Area has been supplied by such owners and the Underwriter has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of such information.

In the event an owner or developer experiences financial difficulties, including difficulties resulting from construction or operation of the development within the Improvement Area, the value of the affeited parcel within the Improvement Area may decline and/or such owner or developer may elect to refrain from payment of future Special Taxes for such parcel. See also "-Failure to Develop'" Potential Impact of Global Health Crises or Concerns
The ability or willingness of property owners to develop property in the Improvement Area, the- speed at which properly o*n-"r, deveiop property in the Improvement Area, the ability or willingness of properfy owners to seliproperty in the'Imprbvement Area., the speed at which property owners are able ,"ti prop".ty in the Improvement Area, the ability or willingness of property owners to pay the Special Tax on prop"rry in the improvement Area when due, the value of the property in the Improvement Area, or the ability of tn" District to collect delinquent Special Taxes through judicial foreclosure could be adversely afiected by a global, national or localized outbreak of an infectious disease, such as covlD-19, or by the fear of ,u"rr*un outbreak. The construction industry in the united_states relies heavily on intemational trade for myriad construction materials. A global, national or localized outbreak could impact the availabilify of workers in countries producing construction materials, potentially resulting in 73 Page 249
12/12/2023 Item No.2.
supply chain shutdowns, which may result in substantial construction delays and project cost ovenuns' purin!., the spread of COVID-I9 and the response to its spread has altered the behavior of businesses and people in a manner that has had a lasting, negative impact on global and local economies. These events and other factors resulting from such an outbreak in the future, and the lingering effects from the COVID- 19 outbreak, particularly if prolonged, could result in, or increase the likelihood of, the occurrence of certain of the other potential adverse effects described in this Official Statement, including those relating to declines in the value of property, the failure to complete the development of property, the inability to sell property, the inability br unwillingness to pay the Special Tax, and delays in (or insufficient funds ,"".iu"i f.omy ttte colleciion of delinquent Special Taxes through judicial foreclosure. A future outbreak of COVID-19 or another infectious disease or the fear of any such outbreak could have similar or additional adverse effects. The Authority cannot predict the ultimate effects of the COVID-19 outbreak or any future outbreak or potential future outbreak of an infectious disease, or whether any such effects wouli have a material adverse effect on the ability to develop the Improvement Area as planned, the ability or willingness of property owners to pay Special Taxes when due, or the ability of the Authority to pay debt service on the Bonds when due'
Cybersecurity
The City, like other public and private entities, relies on a large and complex technology environment to conduct its operations, and consequently faces the threat of cybersecurity incidents. The City and its departments could face cybersecurity threats including, but not limited to, hacking, viruses, malware and other attacks on computers and other sensitive digital networks and systems. Such cybersecurity incidents could result from unintentional events, or from deliberate attacks by unauthorized entities or
'individuals
attempting to gain access to the City's information technology systems to misappropriate assets and/or
-
information or to cause operational disruption and damage. The City maintains insurance to cover cybersecurity incidents, has cybersecurity risk management policies and procedures and periodically trains its employees on cybersecurity risks. The City, in addition to conducting regular internal reviews, also hires external auditors to perform quarterly and annual reviews of its cybersecurity program.

While the City conducts periodic tests and reviews of its networks, no assurances can be given that such security and operational control measures will be successful in guarding against all cyber threats and attacks. New tectrnical cyber vulnerabilities are frequently discovered in the United States. In addition, cyber attacks have become more sophisticated and increasingly are capable of impacting municipal control systems and components. The techniques used to obtain unauthorized access to, or to disablo or degrade, electronic networks, computers, systems and solutions are rapidly evolving and have become incriasingly complex and sophisticated. The results of any attack on the computer and information technology uyrt"*. could have a material adverse impact on the operations of the City and damage the digital net*orks and systems. The City cannot predict the outcome of any such attack, nor the effect on the operations and finances of the City'
Geologic, Topographic and Climatic Conditions
The value of the property in the Improvement Area in the future can be adversely affected by a variety of additional faitors, particularly those which may affect infrastructure and other public imp.ovements and private improvements on property and the continued habitability and enjoyment of such private improvements. Such additional factors include, without limitation, geologic conditions such as earthquak"r, topogruphic conditions such as earth movements, landslides and floods and climatic conditions such as droughts and wildfire.
74 Page 250
12/12/2023 Item No.2.

The occurrence of seismic activity in the Improvement Area could result in substantial damage to properties in the Improvement Area which, in turn, could substantially reduce the value of such properties and could affect the ability or willingness of the properly owners to pay the Special Tax on their properly- The Improvement Area is not located in any existing special study zone delineated by the Chief of the Division of Mines and Geology of the State of California as an area of known active faults and is not otherwise known to be located within an area of any significant seismic activity. However, it may be expected that one or more of such conditions may occur and may result in damage to improvements of varying seriousness, that the damage may entail significant repair or replacement costs and that repair or ,"piu""*"nt may never occur either because of the cost or because repair or replacement will not facilitate traUitafitity or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances, the value of the property may decline.

In recent years, wildfires have caused extensive damage throughout the State. In some instances, entire neighborhotds have been destroyed. Several ofthe fires that occurred in recent years damaged or destroyed property in areas that were not previously considered to be at risk from such events. Some commentators believe that climate change will lead to even more frequent and more damaging wildfires in the future. In general, property damage due to wildfire could result in a significant decrease in the market value of property in the Improvement Area and in the ability or willingness of properly owners to pay Special Taxes.

The Improvement Area is located within an area identified as a moderate fire hazard severity zone. More information regarding Fire Hazard Severity Zones can be found at the California Department of Forestry and Fire Protection website at https://frap.fire.ca.gov, though such website is not incorporated herein by reference. The development within the Improvement Area is subject to mitigation measures set forth in a fuel modification plan approved by the City Fire Department. The mitigation measures include, among others, limitations on the type of vegetation that may be planted within fuel modification zones established in open space areas along certain portions of the perimeter of the Improvement Area, minimum setbaci< of structures and irrigation requirements of the fuel modification zones. Maintenance of such zones is expected to initially be the responsibility of the property owners but upon build-out of the Improvement Area and dedication of the open space to the City will be maintained by the City from funds provided through CFD 18. Homeowner's insurance is expected to be available to property owners within ih" I*p.ouement Area, and the coverage provided by such insurance typically insures against fire damage, although there is no assurance that homeowners within the Improvement Area will purchase or maintain such insurance.

In the event of a wildfire, flood or other natural disaster, there may be significant damage to both property and infrastructure in the Improvement Area. As a result, a substantial portion of the property-o*n"6-*uy be unable or unwilling to pay the Special Taxes when due. In addition, the value of land in the Improvement Area could be diminished in the aftermath of such a natural disaster, reducing the resulting proceeds of foreclosure sales in the event of delinquencies in the payment of the Special Taxes.

Folsom Dam, located on the American River within the jurisdictional boundaries of the City, was built in 1955 by the United States Army Corps of Engineers and is owned by the United States Bureau of Reclamation. An auxiliary spillway to enable the dam to more easily release water as it nears capacity was completed by the Army Corps of Engineers in October 2011 . The City, together with the County and other local ug.n"i"r, have established a hazard mitigation plan in the event of adam failure' Geologic, topographic and climatic conditions, if severe, could result in damage to the dam which could further "uur"
du*uge to the surrounding region and may limit water supply for the City and the Improvement Area.
75 Page 251
12/12/2023 Item No.2.

Endangered Species
During recent years, there has been an increase in activity at the State of California and federal level related to the posiUl" listing of certain plant and animal species found in California as endangered species. An increase in the numbir of endangered species is expected to curtail development in a number of areas. The properfy within the Improvement Area contains protected habitat and species, including but not limited to-swainson,s hawk and tri-colored blackbird foraging habitats and wetlands regulated by state and federal agencies. Foraging habitat mitigation credits have been satisfied by the original Developer for all backbone projects and all Improvement Area project phases. At present, the property within ih" I*prou"ment Area is not known to be inhabited by any other plant or animal species listed as threatened or endangered under either the State or federal endangered species acts or which either the California Fish and 6u*" Commission or the United States Fish and Wildlife Service has proposed for addition to the respective endangered species list. Notwithstanding this fact, new species are proposed to be added to the State and federal proticted lists on a regular basis. Any action by the State or federal governments to protect species tocated on or adjacent to undeveloped property could negatively affect the Ieveloper's ability to complete development as planned. This, in turn, could reduce the likelihood of timely payment oithe Speciat Tax, from which funds for the payment of the Bonds is derived, and would likely reduce the value of the land and the potential revenues available at a foreclosure sale for delinquent speciat Taxes. See "GERTAIN RISKS TO BONDHOLDERS-Land Values." Hazardous Substances
While governmental taxes, assessments, and charges are a common claim against the value of a parcel, other lis common claims may be relevant. one of the most serious in terms of the potential reduction in the value of a parcel in the Improvement Area is a claim with regard to a hazardous substance. In general, the owners and operators of a parcel may be required by law to remedy conditions of the parcel relating to releases oi threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of i980, sometimes referred to as ..CERCLA', or the "superfund Act," is the most well-known and widely applicable of these laws, but laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner (or op*erator) is obligated to remedy a hazardous substance condition of prope*y whether or nol_the owner (or operator; nas anyttring to do with creating or handling the hazardous substance. The effect, therefoie, should any of the parcels in the Improvement Area be affected by ahazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller. hurther, *.6 liubitities rn-ay arise not simply from the existence of a hazardous substance but from the methodof handling it. All of these possibilities could significantly affect the financial and legal liability of a property o*n", to develop the affected parcel or other parcels, as well as the value of the property that is realizable upon a delinquency and foreclosure.

The appraised value of properly in the Improvement Area does not take into account the possible reduction in mirketability and value of any of the parcels by reason of the possible liability of the owner (or operator) for the rernedy of a hazardous substance condition of the parcel. While the District is not aware that the owner (or operator) of any of parcels has such a current liability with respect to any of the parcels, it is possible that such liabilities do currently exist and that the District is not aware of them.

Further, it is possible that liabilities may arise in the future with respect to any of the parcels resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but whlh may in the future be so ilassified. Further, such liabilities may arise not simply from the 76 Page 252
12/12/2023 Item No.2.
existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within the Improvement Area that is realizable upon a delinquency.

Naturally Occurring Asbestos
California Air Resource Board ("CARB") adopted the Airborne Toxic Control Measure ("ATCM') for Construction, Grading, Quarrying and Surface Mining Operations. This statewide regulation is applicable to grading or any other projects disturbing soil in areas of California where asbestos may exist, as determined by the Califomia Geological Survey ("CGS"). The ATCM applies to any size construction project although there are additional notification requirements for projects that exceed one acre. Areas and parcels moderately likely to contain naturally occurring asbestos are located in the eastern parts of Sacramento County, including in the City, Natural weathering or human disturbance can break the asbestiform minerals down to microscopic fibers, which are easily suspended in air. There is no health threat if asbestos fibers in soil remain undisturbed and do not become airborne. When inhaled, these thin fibers initate tissues and resist the body's natural defenses. Asbestos causes cancers of the lung (such as mesothelioma) and the lining of internal organs, asbestosis, and other diseases that inhibit lung function. Scientists consider certain types of asbestos fibers (i.e., tremolite fibers and similarly structured amphibole asbestos particles) that are frequently identified in the City to be more potent than other types in causing mesothelioma.

The EIR for the Folsom Plan Area required all new development to undertake a site investigation to determine the presence of naturally occurring asbestos and, if necessary, prepare and implement an asbestos dust control plan. The Original Developer has undertaken an asbestos dust control plan with respect to development within the Improvement Area.

The health concerns associated with the presence of naturally occurring asbestos in the Improvement Area may adversely affect the marketability of property in the area.

LEGAL MATTERS
The validity of the Bonds, the Local Obligations and certain other legal matters are subject to the approving legal opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority ("Bond Counsel"). Bond Counsel has not undertaken any responsibility for the accuracy, completeness or fairness of this Official Statement and expresses no opinion as to the matters set forth herein. Certain legal matters will be passed upon for the District and the Authority by the City Attomey. Certain legal matters relating to the Local Obligations will be passed upon by Orrick, Henington & Sutcliffe LLP, as bond counsel to the District. Certain legal matters will be passed upon for the Underwriter by its counsel, Stradling, Yocca, Carlson & Rauth, a Professional Corporation. The fees of Bond Counsel, Disclosure Counsel, and counsel to the Underwriter are contingent upon the issuance of the Bonds.

TAX MATTERS
In the opinion of Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 1 03 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the Bonds is not a specific preference item for purposes of the federal individual altemative minimum tax.

Bond Counsel observes that interest on the Bonds included in adjusted financial statement income of 77 Page 253
12/12/2023 Item No.2.
certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or thi amount, a-crual, or receipt of interest on, the Bonds. A complete copy of the proposed form of opinion of Bond Counsel is set forth as APPENDIX E hereto.

To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each Beneficial Owner thereof, is treated as interest on the Bonds which is excludid fto* grors income for federal income tax purposes and exempt from State of California personal income taxes. For this purpose, the issue price of a particular maturity of the Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the public (excluding bond hous"s, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Bonds accrues diily over the term to maturity of such Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Bonds. Beneficial Owners of the Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of Beneficial Owners who do not purchase sueh Bonds in the original offering to the public at the first price at which a substantial amount of such Bonds is sold to the public.

Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium Bonds") will Le treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gloss incom" for federal income tax purposes. However, the amount of tax-exempt interest received, and a Beneficial Owner's basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium Bonds should tonsult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances.

The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds' The Authority, the City and the District have made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Bonds. The opinion of Bond Counsel ar*um". the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel's attention after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds.

Accordingly, the opinion of Bond Counsel is not intended too and may not, be relied upon in connection with any such actions, events or matters'
Although Bond Counsel is of the opinion that interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of amounts treated as interest on, the Bonds may otherwise affect a Beneficial Owner's federal, state or local tax liability. The nature and extent of these 78 Page 254
12/12/2023 Item No.2.
other tax consequences depends upon the particular tax status- of the Beneficial Owner or the Beneficial Owner,s other items of income oi deduction. Bond Counsel expresses no opinion regarding any such other tax consequonces.

Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest
-on the B-onds to be subject, directly or indirectly, in whole or in part to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full cunent benefit of the tax status of such interest. The introduction or enactment of any s=uch legislative proposals or clarification of the Code or court decisions may also affect, perhaps significantly, the markei price for, or marketability of, the Bonds. Prospective puichasers of thi gonas sf,ould consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

The opinion of Bond Counsel is based on cuffent legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel's judgment as to the proper treatment of the Bonds for federal income tax purposer. tt ir not binding on the Internal Revenue Service ("IRS") or the courts. Furthermore, Bond counsel cannot give and has not given any opinion or assurance about the future activities of the Authority, the city or the District, or about the effect of future changes in the Code, the applicable regulations, the interprltution thereof or the enforcement thereof by the IRS' The Authority, tire City and-the District have covenanted, however, to comply with the requirements of the Code.

Bond Counsel,s engagement with respect to the Bonds ends with the issuance of the Bonds, and, unless separately engaged, EoiO coutrsel is not obligated to defend the Authority, the City, the District or the Beneficial ownerJregarding the tax-exempt status of the Bonds in the event of an audit examination by the IRS. Under "ur#
proJ.dur.r, Beneficial Owners would have little, if any, right to participate in the audit examination pro""r.. Moreover, because achieving judiciat review in connection with an audit examination or ta*-"*!.pt bonds is difficult, obtaining an independent review of IRS positions with which the Authority, ttle City or the District legitimately disagrees, may not be practicable. Any action of the IRS, including but not limited to selection ortn" Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the Bonds, unA *ay .uup ih. Authority, the City, the District or the Beneficial Owners to incur significant expense.
payrnents on the Bonds generally will be subject to U.S. information reporting and possibly to .,backup withholding.,, Under Seition 3406 of the Code and applicable U.S' Treasury Regulations issued thereunder, u non-"i.porate Beneficial Owner of Bonds may be subject to backup withholding with respect to ;.reportabfr puyr"ntr," which include interest paid on the Bonds and the gross proceeds of a sale, exchange, redemption, retirement or other disposition of the Bonds' The payor will be required to deduct and withhold the prescribed amounts if (i) the payee fails to furnish a u's. taxpayer identification number (,,TfN,,) to the payor in the manner requiredo (iD_th9 IRS notifies the payor that the TIN furnished by the pay€e i, in"o,1i"i, (iii) there has been a "notified payee underreporting' described in Section g+oO(")oittre Code or (ivj ih"puy". fails to certifl under penalty of perjury tha] tlrg payee is not subject to withholding under'section i+oo(uxtxc) oi the code. Amounts withheld under the backup withholding rules may be refunded or "redii"d
against aBeneficial owner's federal income tax liability, if any, prouiied that the required information is iimely furnished to the tRS. Certain Beneficial owners (including among others, corporations and certain tax-exempt organizations) are not subject to backup withholding. The fuitur" to comply with the backup withholOing rules may result in the imposition of penalties by the IRS.
79

12/12/2023 Item No.2.

NO LITIGATION
At the time of delivery of and payment for the Bonds and the Local Obligations, the Authority and/or the District, as applicable, wifl tertif, that there is no action, suit, proceeding, inquiry or investigation, at law or in'equity, before or by any court or regulatory agency' public board or body pendin! or threatened againsi the.Authority or the District affecting their existence, or the titles of their i"rp."tlu. officers, or sJeking to restrain or to enjoin the issuance, sale or delivery of the Bonds or the Local Obligations, the applica"tion of the proceeds thereof in accordance with the Trust Agreement, or the collection J. bny of the Special raxes to pay the principal of and interest on the Local obligations, or in any way contesting or affecting the validity L. "nforr"ubility of the Local obligations and the Bonds, the
t*rt ,o.g...ment, ihe Local O-bligations Indenture, the Bond Purchase Contract entered into among the Authorifi, the District and the lJnderwriter or any other applicable agreements or any action of the Authority or the District contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of ine Authority or the District or their authority with respect to the Bonds or the Local Obligations or any action of tne Authority or the District contemplated by any of said documents, nor, to the knowledge of the Authority, is there any basis therefor'

NO RATING
The Authority has not made, and does not contemplate making, application to any rating agency for the assignment ofi rating to the ionds. The absence of a rating may significantly adversely affect the ability of the owner of Bonds to sell such Bonds.

MUNICIPAL ADVISOR
Fieldman, Rolapp & Associates, Inc. has acted as Municipal Advisor (the *Municipal Advisor") to the District in con;unction with the issuance of the Bonds. The Municipal Advisor has assisted in matters related to the ilanning, structuring, execution, and delivery of the Bonds. The Municipal Advisor will receive compensation contingent uponthe sale and delivery of the Bonds. The Municipal Advisor has not audited, authenticated, or otlierwisl indepetrdently verified the information set forth in this Official Statement, or any other related information availabie, with respect to accuracy and completeness of disclosure of such information. Because of this limited participation, the Municipal Advisor makes no guaranty, warranty, or other representation with respect to the accuracy or completeness of this Official Starcment, or any other matter related to this Official Statement.

UNDERWRITING
The Bonds are being purchased by Piper Sandler & Co. (the "Underwriter") pursuant to a Bond Purchase Contract (the "Purchase Contract"), by and among the Authority, the District and the Underwriter. Pursuant to the Purchase Contract, the Underwriter has agreed to purchase all of the Bonds from the Authority at a purchase price of$ being the aggregate principal amount of the Bonds of $ Iplus/less] a [net] original issue [premium/discountI of $=- and less an Underwriter' s discount of $ The Underwriter may offer and sell the Bonds to certain dealers and others at prices tower than the public offering prices set forth on the inside front cover page hereof,
80

12/12/2023 Item No.2.

CONTINUING DISCLOSURE
The District
The District has covenanted for the benefit of the owners to provide certain financial information and operating data ,"tuiing to the Bonds by not later than nine months following the end of the District's fis"ul'yea. lrinicr, nr""t y""ur currently enis June 30) commencing with the report for the 2022-23 Fiscal year (the,.Annual n.po.t'), which is due April 1, 2024, and to provide notices of the occurrence of certain enumerated events.
-The
Annual Report and the notices of enumerated events will be filed with EMMA, and the first Annual Report may include the filing of or reference to this Official Statement' The specific nature of the informatibn to be contained in thi Annual Report or the notices of enumerated EVENTS iS CONtAiNEd WithiN APPENDIX D-"FORMS OF CONTINUING DTSCLOSURE LTNDERTAKINGS.,, These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule l5c2-12(bxs)'
The District is committed to complete and accurate continuing disclosure in accordance with its continuing disclosure obligations under the federal securities laws, including rules and regulations p.omulgaLd by the SEC and the MSRB, as those rules may be amended from time to time' Further, the biry t ui policies and procedures in place in order to achieve compliance with its continuing disclosure undertakings and those of its related entities. within the last five years, the city and its related entities (includingihe oistrict) have complied in all material respects with their respective continuing disclosure obligations under S.E'C. Rule 15c2-12(bX5)'
The Homebuilders
pursuant to Continuing Disclosure Certificates to be executed by each of the Homebuilders in connection with the issuance of the Bonds, the Homebuilders will each covenant for the benefit of the Bondholders to provide certain information relating to it and its development within the Improvement Area no later than March3l and September 30 in each year, commencing March 31,2024 (the ..Disclosure Reports"), and to provide notices of the occurrence of certain enumerated events until the obligation to so'provide such information, data and notices is otherwise terminated in accordance with the provisions of such continuing Disclosure certificate. A form of the continuing Disclosure certificate for the Homebuilders is included in APPENDIX D-*FORMS oF CONTINUING DISCLOSURE LTNDERTAKINGS." The Disclosure Reports are to be filed with EMMA' The Authority and the District have not considered, or reached any conclusion as to, whether or not either Homebuilder is an obligated person under the Rule. The Authority takes no responsibility fo-r the form or content or for the adequacy of the applicable continuing Disclosure certificate for each Homebuilder for its intended purpose.

The obligations of the Homebuilders will terminate upon the occurence of certain events as set forth in each Homebuilder's Continuing Disclosure Certificate, including at such time as such Homebuilder and its Affiliates (as defineJ in the Continuing Disclosure Agreement), in the aggregate' own or has the option to purchasL less than 54 of the residential lots within the Improvement Area subject to the Special Tax.

Disclas Tri Pointe represents that, to its actual
knowledge, Tri Pointe has not failed in anY material respect to comPly with any previous undertaking by it to provide periodic continuing disclosure reports or notices of material events with resPect to in northern California within the past five years.
community facilities districts or assessment districts
81

12/12/2023 Item No.2.

Prior conlinuing Disq!:ls.ure conwlidrrce - Lpnnpr H-omes. To the actual knowledge of Lennar Homes,otherthan"'astfiveyears'LennarHomeshasnotfailedto comply in any material respect with its previous continuing disclosure, -undertakings, specifically- regarding its requirem"nt to provide develoier periodic r-eports or to provide notice of occurrence of enumerated events with respect to community facilities districts or assessment districts in California' However, (i) in connection with the $16,780,000 C"tifornia Municipal Finance Authority Special Tax Revenue Bonds BoLt program series 2ozaB,Lennar Homes inadvertently failed to file the initial semi- Annual Report by the due iate of May 1,20;1, but filed a curative report on May 21, 2021; and (ii) in connection with the $j,iqs,ooo ciry;f Rancho cordova Grantline 208 community Facilities District No. 201g-1 Special Tax'Bonds, series 2021B,Lennar Homes inadvertently failed to file the initial annual report by the due date of April 1,2a22, but filed a curative report on september 21,2022' This Offrcial Statement is not to be construed as a contract or agreemenl amolg the Authority, the District and the purchasers of the Bonds. Any statements made in this Offrcial Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized' The information and e*pressions of opinion herein are subject to change without notice and neither the delivery of the official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there- has been no changl in the affairs of the Authority, the Cify or the District since the date hereof.

References are made herein to certain documents and reports which are brief summaries thereof which do not purport tl be complete or definitive and reference is made to such documents and reports for full and complete statements of the contents thereof. Copies of such documents and reports are available for inspection at the office of the Finance Director, City of Folsom, City Hall, 50 Natoma Street, Folsom, California 95630.

The execution and delivery of the Official Statement by the Authority and the District has been duly authorized by the Board of Directors of the Authority and the City Council, respectively'

MISCELLANEOUS

F'OLSOM RANCH FINAIICING AUTHORITY
Treasurer

CITY OF FOLSOM COMMUNTTY FACILITIES
DTSTRICT NO.23 (FOLSOM RANCII)
By:
82 City of Folsom Finance Director

12/12/2023 Item No.2.

APPENDIX A

AIWENDED RATE, METIIOD OF APPORTIONMENT AND MANNER OF

COLLECTION OF SPECIAL TAX
A-1

12/12/2023 Item No.2.

OH&S DRAFT
rll29l23

APPENDIX B
ECoNOMICANDDEMoGRAPHICINFORMATIONRELATINGToTHBCITYoFFoLSoM This Appendix contains ccrtain ecottontic anr) demographic infornnlion relalittg to lhe Citlt' Neitltcr the faith ancl Uedit nor the taxittg pottter of the qi!', '!" Authority' the State of California or any
political subdivisiort thereaf is pteclgect ,i ini poy,,itr* of tie !9nds' Except for the Trust Estote' tto other rel,erlues or tuxes are predged to rhe paynttrf"irn, noids. Trte Bontrs aie not general obligations of the Authority, the District or-the City iur are liniited obligations of the Authority-payable solely from tlte TrustEstate,derivedprintarily.fi"onlpalltnenlsonlhe{ocalobligationsfronzthepaymentoftheSpecial Taxes levied v,ithin the District, o, nroru.Tully described.in the.officiat stslement to which this Appendix is appende;. The i,fuirntation set forth hiet'ein rhat has been obtiined frow sources other than the City is ber.ieverr to be reriabre, hut sttch infor,tariou is ttot guaranteed as ro accuracy or contpleteness' Statentenls contained hereitt thaf invlolve eslimoles, forecasls, or n'totters of opinion' whether or not expressly so described hereitt, are itztended solely as' ir,rh and are not to be construed as representations of facts. htformalion contaitted in lhis Appenctii B is presente4 as general background data' The laxing power of the City, the srare of cotifo,irio, ot" any potitical sttbdivision thereof is not pledged to the paytlxent of the Bonds.

General
rurenbers are:

The City is located in tlre eastern poftion of Sacramento Couttty (the "County"), approximately 110 'rires
nortrreast of san Fra'cisco arid 20 mires east of Sacramento. The city is located alo'g the eastern end of the Highway 50 corridor in an area of tlre Sacramento valley that has experienced considerable growth over the past 30 years'
City Government
The City was incorporated irr 1946 ardchartered in 1990. The city's primary governing body is the city council, composed of five members who are elected at large and who serve four-year terms' The council members clroose a mayor aud vice lnayor from among iheir nrernbers' Current City Council Mernber Term Expires
Rosalio Rodri guez (MaYor)
YK Chalanrclrerla (Vice MaYor)
Sarah Aquino
Mike Kozlowski
Anna Rohrbough
1v2024
1U2024
1112026
1112026
1U2026
TheCityopemtesunderaCoLrrrcil.Managerfornrofgovernment..TheCityManagerts responsibre for dairy adrninistration of city uffuir.. iluin" Arderien rras served as city Manager since 201B. ThecityManagerisappointedbyundr.ru".atthewill ofthecitycou'cil' ThecityManageris responsibre for inprJmentation of ciry coLrncir poricy, enforcerne't of city raws and ordina'ces, appointme't and disciprine of city officer.s arrd erriproyees, oversigrrt of city departments, preparation and subrnission of the-iity blrdget io the City Council, and otlier related functions' B-1Page 260
12/12/2023 Item No.2.

City Buclget Pt'ocess
TlreCity,satrtlltalbr'tdgetisadoptedbytlreCityCouncilorrorbeforetlte-lastworkirrgdayof June. lf rhe City c".",.ii'frilr?o uaopt;il;; uy 'u"t'
aute'the budget proposed bv the Ciry Managet'
srrall be dee'red uoopt"o. Trie Ciry Mrr;;;;rj transfer.,ro,*y, bjween deparrr'errrs and divisions' and prograr's a.d :;""",riJ;iri' ;;pfi;""tJ rtta oiui'ionJ"iui o"rv the citv courrcil niav bv resol'tion transler ,t;;;;;;"*een funds and from u"-upp'op'iated bala'ces or fund balances to any fund or appropriatio;;::"fi:"il; c-y i"r"rii "o"pt"o'tn" nirrur v"ut zan-24 budget on Ju'e 8'
2023.

Budget infbrrnatiorr is adopted on an al.lnual basis for tlre General Fund, special revenue furrds and debt service funds. T,e budget l, uaopilO on u pro3""t l""gth ;;ti; for capiial projects fu*ds' The fo'owing procedures "r" r"'"ri,"o i" "u"uiirr,i'g
itr" uuog"tu ri iutureflected in the financial statements:

A.DepafirrrentheadsprepareabudgetrequestbasedupontheprevioLrsyear'sexpenditur.es.

B'Meetingsar.elreldbetweenthedepartmentlreads,tlreClriefFinarrcialofficerandCiry Manager for tlre p;;t:;iteviewing and prioritizing budget requests' C.TheCityManagersubmitstheproposedcitybudgettotheCiryCorrnci.l,wltotnakes decisious regard ing departrnent bud gets'
D.TransfersbetweenfundsandclrangesinthetotalbudgetmustbeapprovedbytlieCity Council.

BudgetinformationispresentedfortheGeneralFund,SuccessortotlreRedevelopmentAgency, Special Revenue u""1., i"pitat rr.oiects;il;, proprietary r""J. ".a Internar service Fund as required
supplementur, ,nro,]*"iio".' in" b;dg;;formation l' p'"'"n*a on a basis consistent with generally accepted accolrntrng principres. Appropriatlons, except "*';;Giappropriations and unexpended
;;#;;t'"p'lutio"s] tuptt ut the end of each fiscal year' Reverrrres and expenditures relating to the city's general governmental operatiotrs are budgeted and accounted for in the city,s c"'.rui'ilir"n; ilrt+ piciJ ."i"ry, rrighways and streets' and cultr'rre and recreation. General taxes uno r""r'*ip"n ,""r, oi rr.r"'u"ii"lri.r. itt" iity't Fiscal Year 2023-24 adopted b,dget ;;;i;;; "; er $2a6.2 iitiion in "*p"naitt*' u"'o" all f'rids' of this amount' approxirnarety $10;.;';;lion was allocateJto the Gerreial Fund of the ciry' IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
B-2

12/12/2023 Item No.2.

Population
The historic population of the city, tlie counfy and the State is shown in the following table' Citv of Folsom, Sacramento County and State of California PoPulation Bstimates
(As of JanuarY l)
W.
1990 (')
2000 (r)
2010 {t)
2Ar6
2017
201 8
2019
2020
2021
2022
2AZ3
Cilv o! Folsttttr
29,798
51,884
72,243
16,260
77,a50
'7'7,598
78,666
82,943
83,008
84,438
85,498
Sacrnnrcnlo Counly
1,066,789
1,223,499
1,418,788
1,495,620
1,51 1,390
1,525,099
1 ,53 8,054
1,585,055
1,579,1 86
1,513,366
1,5'72,453
Stntc of Cnllfornin
29,811,421
33,8',71,648
3'7,253,956
39,1 03,587
39,352,398
39,5t9,535
39,605,361
39,538,223
39,286,510
39,A18,674
38,940,231
2A20
(t) Based on
Source: State
United States Census
of California, DePartment
Bureau data as of APril
of Finance. E-J
I in such Year
Populatiott Eslinrctes for Cities, Cotmlies and tlrc 'S/ale' Sacramento' California May 2023'
table

BUILDING PERMITS AND VALUATIONS
CitY of Folsom
12017-20211
2017 2018 2019
Permit Valu
Building ActivitY
Residential buirding activity for the past five carendar years for the city is shswn i' the forlowing 2021
New Single-FarnilY
New Multi-FamilY
Res. Alterations/Additions
Res. Other
Total Residential
(r)
s49,8',76,243
44,567,106
9,213,464
$133,853,629
18,535,990
8,634,352
24,467,8'71
$ 168,004,023
i 5,533,653
10,055,289
26,531,2"14
$181,531,127
ll,039,625
11,214,031
34,630,6'13
$351,482,252
6,621,585
n,20a,936
43,832,114
$125,5i1,5 10 $ i 85,491 ,842
21,854,701
$23 8,4 I 5,456
$230,698
$4 1 5,1 36, 887
s220,130,239
$ I ,3 84,87 I $s70,9s4
New Commercial
New lndustrial
Comnr./lnd.

A lterati ons/Add itions
Other Cornm./lnd'
Total Non-Residential
(1)
s|,44A,277
3,314,395
21,432,333
$73 s,936
19,013,485
9,171,4A4
26,361,404
14,185,636
1A,1n.261
2,Al |,881
11,622,914
9,611,894
14,023,180
540,2',10,1 85 s28,92A,825
(l) Totals may not add to sum because
Source: CitY of Folsort
of lounding.

B-3
$41 ,931 ,907 $12,359,846 $21 ,805,758

12/12/2023 Item No.2.

EmploYment
The table berow reflects recent ernproyment iuforrnation for trre city's largest employers for the fiscal Year ended Juue 30'2023

PRINCIPAL EMPLOYBRS
CitY of Folsom
Fiscal YearZA22-23
Na
Percent of Total
Entnlovment

11.16%

3.7 8

2.79 2.33

2.02 1.70
I .15
0,9'7

0.90 0.65

21.46%
e
Number ofilqP-lof-qes
4 476
1"514
1,1 l7
935
812
683
463
- 390
361
264
1 1,01 1
40,100
Intel CorPoratton
California State Prison
ili*J";;;;a unifi ed School District (r)
Folsom State Prison
Mercv HosPital of Folsom
Curirot" iu independent System operator
Ciw of Folsom
SR'f'g Credit Union
(2)
Costco Wholesale
Folsom Lake coilege
Total rop Employers
Total Labor Force
(3) 100,00%
fficlassified emplol'ees in Folsom only'(i) lncludcs both certtlteo (z) Includcs both the corporate and Folsonrlranch'
(l)TotalFolsomruru,roo.p,ouio.ouyeooLaborForceData.
;;,;;;;' M;;ii.'u;"", t-iii eu'nu I n ii ghrs & Analvtics Theunemploymentrateirr,l.:Sacrametrto-Roseville-Arden-Arcade,CAMetropolitan statistical Area (,,s#;#;;; rr;s;,;i, wrriclr includes Sacrameuiolpr""*, El Dorado' and Yolo counties' was approximately ,i;i'n"za:it;;;*" i.,",r* io21 estimate of upproxi'naterv 6.2Vo. This compares with an unadjusted unemproyment r.ate of-4";;);{"rcalifornia a"ai.ot" for the nation during the same period. The unempro'v-,^r,Jni"u,e was l',i""ir'rgi oo'uoo d;"t" 3ly' in ptu""r county' 3'9% in Sacramento Cornty, unJ 4'0% inYolo County fot 2022'
IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
B-4

12/12/2023 Item No.2.

The table berow provides infor'ration about employnrent rates aud etnploynrent by industty type for the Sacramento USA'fo' calendar years 2018 through 2022' Sacramento-Roseville-Arclen-Arcad"' Ct Metropolitan Statistical Area LaborForce'nmptoym""ionOUn"mploymeniYearlyAverage(t)
1,088,300
i,046,900
41,500

3.8%
20!?
I ,1 00,800
1,060,300
40,500
33%
2A20
I ,091,700
994,000
97,700

9.0%
1,10?,800
1,036,700

7.l,100

6.4%
I , I 24,500
1,082,s00
42,000
3;7%
2021 2022
201 I
Civilian Labor Force (?)
EmPloYment
UnemPloYment
UnemPloYrnent Rate
iv t*.'r," i iuutt-gt+tntoout
tt'
Total Farm
Mining and Logging
Construction
Manufacturing
Wholesale Trade
Retail Trade
il;p;t*rt"n, Warehousing and Utilities
Infonnation
Finance and Insurance
n.uLgrtut" and Rental and Leasing
ptoi*tionuf and Business Services
fOucationat and Health Services
Leisure and HosPitaliry
Other Services
Federal Governlnent
State Government
Local Governrnent
Total, All Industries
(a)
9,100
500
64,500
36,000
28,400
102,000
29,500
12,440
36,',|A0
16,800
136,000
159,800
106,200
34,200
14,100
120,400
103.500
8,700
500
69,400
36,800
28,600
100,500
32,200
I 1,900
35,200
17,300
137,200
166,600
109,600
35,400
14,200
121,900
105,300#
1,031 .300
8,300
600
70,200
36,1 00
26,500
95,200
34,300
10,200
34,800
16,900
1 32,500
164,000
83,900
3 1,000
14,800
121,700
98,900
9-19,700
9,000
700
74,100
37,500
26,404
101,100
37, I 00
i 0,000
34,300
17,400
136,700
168,400
92,800
32,600
14,500
I 26,800
98,000
I,0i 7,200
8,600
500
76,800
40,300
28,300
100,800
40,500
10,500
T,2A0
1 9,1 00
147,500
i 75,400
108,700
36,1 00
14,300
128,700
102 900
1,Q72,3 00
1,009,900
3 il;:i?:11Xx;: 't$TillJri?'"'ia'n'";
incrudes serf-emproved individuals' unpaid famii'v
(3) ;";lrfi 3l,dpil;'ffillJ;ll'i;.. or rvo'k: excrudes selr-ernploved individuars' unpaid ranrirl' *ort *,i, and u'orkel's on strike'
(4) no,o t"oy not acld riue to rounding.

Source: Stale of Califo'nl g*pi"y"tint Development l)epaftnlent' rvotkers. household domestic
rvorkers, household domestic
Retirement Programs
Genernr. The city contributes to two prans in. trre california public Ernproyees' Reti'enrent System (,.catpERS'1. rt.," iafety ptun "oulrr';il ;il; ci$'s fttli:;il; swo'' unifon'ned fire employees' sworn unifor'ed pori"e ernproyles, una "ri"ii"is
in both d;p",r,*;;;. ih" *ir..'aneor"rs pran covers all rerlaiuin g eli gib le ernployees'
As of June 30, 2a22,thedate.of tlre most recent actuarial strrdy report, the safety plarr arrd the miscella*eous pran *"r" o r .3% funded a' i'il sv"funded" r"*#;;i;]'For',h"'uufetv plari' t'e actuarial accrued riabiriry was approxiTut:r{ $25g';iii;,' nnJ ,rr" irrarket varue of assets was app'oxirnately $ I 58 nrillior, resurting in a' unfu'ded actual:,"i""."r".0 riuuttv'tl'i-lner-,") ol,.$r00 nrilliori' For tlte miscellaneou, ptun,'lrl;";,;;;;;r u"",u",r liabirity was ap_proxir),.ty $286 nrillion a'd the t'arket value of assers was approxinrately $ I 82 rnillio,r,;:;;;i;;;t 'rr-a
uAAL of approxirnate lv $ I 04 niillion'
B-5

12/12/2023 Item No.2.

FortheyearendedJune30,2023,theCity'sr:rrauditedatrnltalpensioncostof$9,789,430fortlie safefy pran and sro,g;622+ for tlre rniscelraneoris plan wer.e equar to trre ciry's.requi.ed contributions' The three-year trend information for the safety and niiscellaneons plans combined is as follows:

Fiscal Year
Bnded
Annual
Pension
Cost ("APC")
Percentage
ofAPC
Contributed
Net
Pension
Obligation
613012021
613012022
6BU2A23
$ 18,281,774
18,902,039
20,675,7A5
100%
r 00%
100%
otllerPost-EmploynrcntBenefils.ln2004.theGovernllentAccountingStandardsBoard (,,GASB,,) issued StutJ,n"nt No, 45, Accou,rting and Financial Reporting by Ernployers for Post- Employme't Benefits other Than r"nrion, 1;cAS"g +5'), 9ASB 45 requires governmental agencies to clrangetheiraccounti,u.r.,otherPosrEmploymentBenefits(..OPEB,')fronrapay-as-you-gotoan accruai basis. The city has implern"rt"ilil;luirernents of GASB 45, including fina'cial staternent reporting a'd disclosurJ."!uir*rents. Among otlier things, employers that pafiicipate in sirrgle-employer or agent rnultiple_empr"v"i J"n"ed benefit o"pgg plans are reqr,riied to measure a'd disclose a'amouut for annuar opEB "ori
on the accruar basis of accounti'g. Annuar opEB cost is equal to the employer's annuar required "oniiiuu,ion
to the pla', with certain adjustments. The annuar required contribution represents a level of iunJlng that, if paid on un ongoing baiis' is projected to cov€r normal cost each year and amorliz" uny uniunJ"o-u"tuuriui liubiliti", (or"fu'ding "*."*9 Lo"t u period not to exceed 30 years' A' ernployer,s net cjpen "urigation
is d"i;;"d'"r the cuirulative difference betrveen annual .PEB cost and the employer's contributions to a plan'
The city sponsors and adrninisters a single-employer defined beneflt post-employment healthcare pla' (tlie ,,Healthcare ;i""f ," pr-ovide ;;"ia6rr inirrrn"" benefits to eligible retired employees and their depe'dents. Thi bitv pr"-ru,rds the Hearthcare pran trrough a Futuris p'utic Entity Investment Trust a'd a Retirernent Board of Authority made up of the Mayol.one at rarge city councir rnember, the city Manager, the pinance-birector, and the Hr,tun Resources Director' tire Reiirement Board of Authority delegated authority of the trust to the Benefit Trust company'.. Tlre.required-contribtttion is based on projected pay-as-you-go financing req,uirenrents, with an additional amount to prefuud benefits as deternrined annuary by the city councir. ro. Fiscal year z023,the city contribr.rted $500,000 to tlre plarr for cnrrent p."*i.,m..'For Fiscal V"u, Zo)i,ifr. C;ty'as br,rdgeted to ;olltribute anot'er $500'000 to the plan.

FornroreinforrnatioliregardingtlreCity,sOPEBliabilities,seetrotel2totlreCity,sAnnual Comprelrensive Finarrcial Repott lor the fiscal year errded Jvne 30'2072'

IREMAINDER OF PAGE INTENTIONAL,I-Y LEFT BLANKI
B-6

12/12/2023 Item No.2.

Capital Improvement Program
The City,s Capital Ilnproverneut Progranr ("ClP") is a.nrulti-year plan that forecasts spending for all anticipated capital projects arrd is consiiered'to be tlie link between the city's development and financi'g planni,g pro."ri. CIP f'nding corlles rnainly fiom impact fees and a number of otlrer special revenue funds, as well as grants a1d loarrs. Within eaclr program category, the City identifies resources that ir will comrni, ,o piioiiry capital projects. clP costs include botlr one-tirne expenses and recttrring expenses related to capital rehabilitation. The city's cIP for Fiscal Year 2024 is approved at $70'0 rnillion, which is approxinrately I 0.0olo
'-rore
than the city's approved cIP for Fiscal Y ear 2023 of $63 '6 rnillion.

Investment PolicY
The City,s Invest'ent policy is codified in Section 3.30.030 of the City of Folsom Municipal Code and is set for1lr below:

It is the primary duty of the city officers having responsibilify for investing city moneys to protect, preserve and rnaintain cash and investrnents placed in iheir trust on behalf of the citizens of the city. To that end, those investment officet's shall "otoply with the following guidelines and procedures:

A. Interest yield o1 investments shall be secondary to the basic requiretnents of safety and liquiditY of moneYs'
B. The city investment porlfolio shall be designed to equal or exceed the rate of retum of the state,s local agency investnrent fund (LAiF) throughout budgetary and economic cycles, takinf lnro urJorni the city's risk constraints, cash flow characteristics of the investment portfolio, this chapter, this code and state law'
C. The city investment portfolio shall be diversified to minirnize risks regarding specific security types or individual financial institutions'
D. All city investment officers shall adhere to the guidance provided by the "prudent investor standarcl" as set olrt in the Califomia Government Code Section 53600'3' E. All participants in the investment process shall act as custodians of the pr'rblic trust' lrrvestnrent officers shall recogn izi that the investment portfolio is subject to public review and evaluation'
F. The city,s chjef iuvestnrent officer shall quarterly subrnit an investment repoft to the city "oun.ii which repon shall irrclude all iequired elements as prescribed by California Governrne,t Cocle Section 53646. The ciry's clrief investment officer sliall rnontlily subnrit a repoft of transactions to the city council as prescribed in C_alifornia Government Code Section 53607. In both instances the city chieiinvestment officer may include such otlier inforrnation as deemed appropriate'
G. T.he finance clirector shall develop a systenl of intenlal controls over investments, wlriclt .ortrot systetl shall be docunrented in writing according to California Debt and Invest,.,.,ent Advisory Conrmission guidelines. The system shall be designed to prevent losses of pLrblic pro;reys arising fi'oln fraud, employee error, lnisrepresentation by third parties, uuanlicipated changei in finauciai markets, or irnprudent actions by city etnPloYees or officers'
B-1

12/12/2023 Item No.2.

H. Financial institutions in whichthe city has inveslnrents shall be monitored as to fillancial corrditio' ,L,'*;h.; ihe period in which the city has moneys deposited or itrvested' to assllrethattlreconditionoftlreirrstitutiondoesnotmateriallydeterioratesoaStoriskthe citY's investments'
l. A statemeut of investnrent policy slrall be developed, and changes to the policy subrrritted to tlie city council as needed'
J.securitypurchasesandholdingsshallbernaintainedwitlrintlrelirnitsperrnittedbythe ciry charter;";;;-"futer and the california Government code, whichever is the ntost restrictive botlr as to percentages of the total investment portfolio which nright be invested in the variotls types of securities and as to the maximum lengtlt of maturity' The followirrg table shows the type of investments and other information on the porlfolio as of Jttne30,2022 CITY OF FOLSOM

PORTFOLIO SUMMARY
As ofJune 30'2022
Investments bY Fair Value Level
City Pooled Investments
Certificate of DePosit
Commercial PaPer
Cor-porate Notes
Mun icipal Obligations (Ciry)
Municipal Obligations (FMA)
MuniciPal Obligations (FPFA)
Federaf Falm Credit Bank (FFCB)
Federal Hotne Loan Bank (FHLB)
FederalHome Loan Mortgage (FHLMC)
Federal National Mortgage (FNMA)
US Treasury Note
lnvestments Not Measured at Fair Value or Subject
to Fair Value HierarchY
Local AgencY Investment Funds
MoneY Market Mrttual Funds
Total Investments Not Measured at Fair Value or
Subject to Fair Value HierarchY
Total CitY's Pooled Investments
Investments Held with Fiscal Agent Not Measured at
Fair Value

JPA (CAMP)
Money Market Mutual Funds
lnvestments Held with Fiscal Agent by Fair Value Level
OPEB Plan lnvestments - Mutual Funds
Total Investments Held with Fiscal Agents
Total Investlnents
Balance
$9,718,847
34,696,418
21,763,197
50,912,247
106,208,595
36,647,882
8,826,930
15,275,162
5,430,339
1,826,451
1,910,9'7'l
67,542,544

3. 980^374
71522 918
364.139.963
203,809
2s9\L613
1,814,210

33.995.637
Source: City ol'Folsom,
B-8
$398.735.599

12/12/2023 Item No.2.

Insurance, Risk Pooling and Joint Powers Arrangements
TlreCityparticipatesirrpooledittsuratrceprograllsofferedbytheNoflhernCaIiforniaCitiesSelf Insurance Fund ("NCCSIF"), a joint po*"r, agenc/tlat.provides the Cify wit6 a sliared r"isk layer of coverage above its self-insureo $ioo,obo retentiin for liauifity and workers' cotnpensation, NCCSIF also ;;";iJ;, clairns servicing to the city for its banking rayer, which rcpresents the City's self-insurance.

NCCSIF consists of 1g mernber cities, ali located"*ithln california' and is governed by a board of directors appointed by the member cities. It provides p_o.ored craims processing administrative services, risk rnanagement services, and actuarial studies. The City's deposit ioi JL" !t-tl year ended June 30' 2A22, was $2,g42,482,and for the fiscal year ended June j0, 20i1, was $2,852,642' For tlte Fiscal Year ended June 30, 2022, NCCSIF had net assets of $24,401,660 and a net itrcome of $422'604' Sales Taxes
The following table slrows taxable transactions in tlre city during caletldar years 2016 through 2A21 andthlough the second quafier of2023

TAXABLE SALES
Cify of Folsom
2016-202r
(in Thousands)
Retail
Permils
Retail and Food
Tnxable
Trnnsoctions Total Permits
Total Outlets
Tuxnble
TransactiottsYear
2016
2A17
201 8
'2A19
2020
2021
2022
2023t1)
1,588
1,614
1,593
1,616
1,652
7,457
1,523
1,481
2,404
2,459
2,501
2,602
2,141
2,418
2,546
2,536
$1,595,641
I,663,432
l,'721,452
1,7 4r,7 55
1,579,786
1,917 ,045
2,009,992
969,345
$ 1,828,059
L,944,041
1,983,791
2,093,417
1,795,390
2,134,222
2,253,326
1,a97 ,448
{1) Data lhrough June 30,
Sour'ce: City of Folsom.
2023.

Community Facilities
The four-county Sacrarlento Metropolitan Area offers rnLlltiple parks, playgrounds, theaters and golf courses. Recreational activities offered along the American and Sacranrento Rivers irtclude fishing' swimming, boating, u;t i,rg, horseback riding u|ta nim,tg. varied cultural opporl'nities include ar1 galleries and museumr, t*J',oa;or symphoniei, thr"e ballei compatties, scores of movie theaters showing first run filrrrs and many theater grollps offe'ing live stage plays' In February 20ll' tlre $50 rnillion perfonning arts complex Har-ris center- Three s-tages at Folsoni Lake college opened- The state of the alt facility is one of the targest college perforrning a-rts centers in the state and hosts theatre, synplionies, and ballets.

Media outlets in the four-counfy area cousist of rrrore than 30 newspapers, nine television stations (four network, four independent, one public) and 30 radio statiolts' B-9

12/12/2023 Item No.2.

The Folsom_cordova Unified School District operates schools botb in the city and in the Sacrame'to sub,rb of Ra'cho Cordova, *i.,ltft U"'t"" il.tt Ciry to the west' In tlre City' the school district uow has three high schools, two mrddle schools, and ten elementary schools' Institutio's of rrigher learni'g situated in the Sacrarnento area i'clude califor'ia State Unive'sity' sacramento, and the university of catifo.niJ"r'ouuir, which inJuJ". a medical school and raw school' private universities, such as William J",;;p-U;;""i'y' the University of Sacramento' and National U'iversity also lrave campu-se-s in the S'"iu'*"* '"gion' Other insiitutions include t5e McGeorge
School of Law (university of trre pa"in"),lnJ-"*t"nr;oi. and satellites of sclioors such as the U'iversity of souther' california, university or sun-rruncisco, Golde' Gate university, a'd Drexel university among others. rn"r" ur" u nun,,u"i or co,o,,,u,Jf c.ri"ggt in the region, includi'g Forsom Lake college' In addition to the main campus located *i;ri"'r* c;av,irr" Folsomiake college operates tlie El Dorado and Rancho Cordova centers and enrolls more tlran S'000 students' Utilities
TlreCity,swatertreatmentplantproducesanddelivershigh-qrralitydrinkingwater,supplying water to the porrion of the ciry south ii ,"#;,;;*"1" ni*r. "Tlie water Division of the city's Environmental and water Resoulces o"p",-"r.",-i,rrp".tu und maintuins, as of December 31' 2021' tlre 376 miles of water mains, 23,186,"*i""-tt'n"ctions and :'g00 fire hydra'ts' The city also provides sewage colrection ;;;;; for the entire ;il.- il; s"*", ol,ri.ion or the citv's Environmental a'd waterResources Department inspects una *ulntuins, as of Del.*utt 31,2A22,the282 miles of sanitary sewers, 17 purnp;i;#;,';;;';;;t8 r;rui." "onn"ctions'
sewage treahnent is provided bv the
Sulrurn"nto iregionat County San itati orl D istrict'
TheCityalsoprovidessolidwasteco^lleclionservices.TheSolidWasteDivisiolroftlreCity,s public works o"o#rlJl;;;J;;";.e1 of solid waste vehicles for collection, as well as providing recycling, household hazardous *ur," pJft'-'p una Ji'po'uf ' "nJ ""lgftborhood clean-up services for the
Education
entire CitY.

IREMAINDER OF PAGE ]NTENTIONALLY LEFT BLANK]
B-t 0

12/12/2023 Item No.2.

APPENDIX C

SUMMARY OF PRINCIPAL DOCUMENTS
c-1

12/12/2023 Item No.2.

APPENDIX D

FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS
DISTRICT CONTII\ruING DISCLOSURE CERTIFICATE
THIS DISTzuCT CONTINUiNG DISCLOSURE CERTIFTCATE (this "Disclosure Certifi cate"), dated as of 2024, is executed and delivered bY the CitY of Folsom CommunitY Facilities District No. 23 (Folsom Ranch) (the "District") relative to the Folsom Ranch Financing Authority (the at
Authority") in connection with the issuance bY the AuthoritY of the Folsom Ranch Financing AuthoritY City of Folsom CommunitY Facil ities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Revenue Bonds, Series 2024 (the "Bonds") The Bonds are being issued Pursuant to a Trust Tax
Agreement (the "Trust Agreement") , among the Disffict, the AuthoritY and U.S. Bank Trust ComPanY' National Association (the "Trustee") The District covenants and agrees as follows' SECTION ' The Disclosure Certificate is being executed
anddeliveredbythe',$t"tf",th.1"n,#;ffisandBeneficialOwnersoftheBondsandin order to assist the participating underwrite;in "o*prvmg with s.E.c' Rule l5c2-12(bX5)'
SECTI.N 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitali'"ffiffi; t" ffi.ilit::;;i!"ilT*:"nless otherwise defined in this Section' ,iJi"ri"*itg capitalized terms shall have the following meanrngs:
..AnnualReport"meansanyAnnualReportprovidedbytheDistrictpursuantto'andasdescribed in, Sections 3 and 4 hereof'
,,Annual Report Date" means the date in each year that is nine months after the end of the District,s fir"ul y"ur, ihi"h dut., as of the date of this Disclosure certificate' is April 1' ..Dissemination Agent" shall mean NBS, or any successor Dissemination Agent designated in writing by the oistriri aJ"*rrirt has filed with the District a written acceptance of such designation' ..EMMASystem,,meanstheMSRB,sElectronicMunicipalMarketAccesssystem,orsuchother electronic system designated by the MSRB'
.,Financialobligation"means'forpurposes.oftheListedEventssetoutinsection5(a)(10)and section 5(bx7), a (i) dei't obrigation; (ii) deiivative instrument entered into in connection with, or pledged as security or a source of payment ror, rn-"*iriing or ptan'ea Jebt obligation; or (iii) guarantee of (i) or (ii). The term ,,Finailia bntigution, ,rruiinoiin""rroJ Municipat Secuities (as defined in the Securities Exchange Act of 1934, as amended) ^ i" *rtirrr a nn* om.iui statemenr (as defined in the Rule) has U.""p.I"iaed to the MSRB consistent with the Rule'
.,ListedEvents"meansanyoftheeventslistedinsubsection(a)ofSection5hereof' .,MSRB,, means the Municipal Securities Rulemaking Board, or any successor thereto' "Official Statement" means the Official Statement' dated 2}24,relating to the Bonds ,.participating underwriter,, means the original underwriter of the Bonds required to comply with theRuleinconnectionwiththeofferingoftheBonds.

D-l

12/12/2023 Item No.2.
by the Securities and Exchange Commission under the
be amended from time to time'
SECTION 3. Provision of Annual Rqports'
(a) The District shall, or shall cause the Dissemination Agent to, provide to the MSRB through the EMMA System, in an electronic format and accompanied by identi$ing information all as prescribed by the MSii;, an Annual Report which is consistent *itn tn. requirements_of section 4 hereof, not later than the Annual Report out", .o-^fncing with the report fgr the 2a22-23 Fiscal Year' The Annual Report ,nu' U. ,rU.itt.d u, a single documint t 1t tgn-e documents comprising a package' and may include uy ."f"*n.. other info#ation us provided-in Section 4 hereof; provided, however, that the audited financial statements of the pir:t i"t *lv be submitted separately from the balance of the Annual Report, and later than the O*t. ,"q"i*;;b"t; for the filing of the Annual Report if not available by that date. If the District's fiscal v.u. "rtung""
it tt'utt'.or shall instruct the Dissemination Agent to' give notice of such change in the ."T".*;;-ut fo' a Listed Event under subsection (e) of Section 5 hereof. The first A";;;i"FLp;J,nuy include the filing of or reference to rhe official statement' (b)Notlaterthanl5businessdayspriorto.thl|atespecifiedinsubsection(a)ofthisSection for the providing of the Annual Report * ,r,J trisRg, the Districi shail provide the Annual Report to the Dissemination Agent'
(c)IftheDisseminationAgentisotherthantheDistrict,thennotlaterthanfrfteen(15) Business nuy, prlo, to said date, tire nisirici shall provide the Annual Report to the Dissemination Agent' If the District is unable to provide the AnJ Report to tle M'RB by the Ann.ual Report Date, the District shall send " ,"ii"" ,.i the MSRB in r"urtmtiully the form attached as Exhibit A to the Disclosure Certificate'
(d) The Dissemination Agent shall:
(DprovideanyAnnualReportreceivedbyittotheMSRB,asprovidedherein;and (ii)fileareportwith-theDistrictcertiflingthattheAnnuall:p:nhasbeenprovided pursuant to this oir.lor*" certificate and stating the date it was so provided' "Rule" means Rule 15c2-12(b)(5) adopted
Securities Exchange Act of 1934, as the same may
SECTION 4. Content of Anrrual Reports'
incorporate by reference the following:
(b) The following information:

The District's Annual Report shall contaln or
(a) The District,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 thobistrici's audited financiar statements' if any, are not available by the ti..';;;;;;al Report lt t"q"i*o to be filed pursuant to subsection (a) of Section 3 hereof, the Annual Report shat _contar- ""lilit"d
financial statements, and the audited financial
statements, if any, shail be filed in the same manner as the Annual Report when-they become available' If the District,s financial statement is incroaeJoi consolidated with the financial statement for the city of Folsom (the,'City"),,fr"t?" pistrict shallfilethe City's audited financial statements as its own' (i)TheprincipalaryolniofBondsandanybondssecuredbyAdditionalLocal obligations (as d"fineJ"iri irr" official staiementl Outstanding as of the December 31 next preceding the Annual;i.o* o* uro'g *il, J.tt service schedu-les for the Bonds and any bonds D-2

12/12/2023 Item No.2.
secured by Additional Locar obligations (as defined in the official Statement) outstanding as of such date;
(ii)ThebalanceineachreserveaccountfortheLocalobligations,andastatementof the required uona reserve amount, as of the December 31 next preceding the Annual Report Date; (iii)Thetotalassessedvalueofallparcels*-']hilthelmprovementAreaonwhichthe Special Taxes a.e leniC u, ,no*n on the urr"Js*"nt roll of the Saciamento County Assessor last equalized prior to the December 3l next ;;;ilt the. Annual Report Date' and a statement of assessed value-to-lien ratios therefor based on -special tax and assessment debt, either by irOi"iat"f parcel o, Uy
"ut"gories
(e'g'' "below 3:1"'"3:7 to 4:1" etc');
(iv)TheSpecialTaxdetinquencyrateforthelmprovementAreaasoftheDecember 3l next preceding the'Annual Report n"t"; itt" number-of parcels within the lmprovement Area delinquent in paymerrt of special iu*", u, or,n" December 31 next preceding the Annual Report Date; the amount of each delinquencyl tft" i*g,ft of time delinquent and the date on which foreclosure was commenced, or similar info*rmation pertaining to delinquencies deemed appropriate by the ;;*tJt ;.wided,. ho*"u.r, that partels with aggregate delinquencies of g1,000 or less t.*"r.iOing p.riurii", and interest) may be grouped together and such information may be provided bY category;
(v)Thestatusofforeclosureproceedingsandasummaryoftheresultsofany foreclosure sales in the Improvement AreJas of the"December 31 next preceding the Annual Repoft Date;
(vi)Theidentityofany_properlyowner'representingmorethan5YooftheSpecial Tax levy, delinquent-iir-pu'**t oi.pr"iuf taxes as of tttt December 31 next preceding the Annual RePort Date;
(vii) All tentative and final maps approved and/or recorded within the Improvement Area, describing the gross acres, the planned comme'ciul 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.ingt"-family, ne* m-ulti-family, new commercial' new industrial); (ix)AlandownershipSummarylistingthetoptenSpecialTaxpayersforthe Improvement Area, as shown on the uar"rr*.nt 'Jtt of the Sacramento County Assessor last equalizedpriortotheDecember3lnextprecedingtheAnnualReportDate;and (x) For the current Fiscal Year, the amount of the Effective Tax Rate Evaluation Maximum Facilities special rax, the rriJi*r1n Facilities Special la1,-the. actual Facilities special Tax levied witirin the lmprovement Area and the actual Special Tax levied within the Improvement Area, with such amounts r"p"J.a lepalafelv for Developed Property, Small Lot Final Map property unJ Urg" Lot Propeiy; provided, howevet, that once all Taxable Property within the lmprovement Area-i. o"u"top.J',lrJp..ty, q*_naaximum Facilities Special rax and the actual Facilities Sp""iuf Tax and the actual
^Special Tax levied may each be shown on an
aggregate basis in tr," Rnnuut Report. F;; th" p'utpot"t of.this subparagraph (x)' all capitalized terms used uut not oit "rwise
defined herein 't'uti
ttuut the meanings ascribed thereto in the
AmendedRateandMethodofApportionmentforthelmprovementArea.

D-3

12/12/2023 Item No.2.

Inadditiontoanyoftheinformationexpresslyrequiredtobeprovidedunderthissection'asset forth above, the District stratt provide "u.f iuJt'"t iniormation' if any' as may te -necessary to make the
specifically ,"quir"a'Jtui"-",i,r, in th. i;t{-ot tt'" circumstances under which they are made' not misleading.

Any or all of the items listed above may be included by specific reference to other documents' including officiar staternents of debt issues of itr" District o, retatea public entities, which have been submitted to the MSRB through ttre puMe;d;. The District shali clearly identiff each such other document so included by reference'
SECTION 5. Beporting of Significant Events'
(a)PursuanttotheprovisionsofthisSection,theDistrictshallgivenotice,orcausenoticeto be given, not less ttran ten Business Days after the occurrence of any of the following events with respect to the Bonds:
(i) Principal and interest payment delinquencies'
(ii)Unscheduleddrawsondebtservicereservesreflectingfinancialdifficulties. (iii)Unscheduleddrawsoncreditenhancementsreflectingfinancialdifficulties' (iv)Substitutionofcreditorliquidityproviders,ortheirfailuretoperform. (v)Adversetaxopinions,theissuanc_ebythelnternalRevenueserviceofproposed orfinaldeterminationsoftaxabiri,v,Noti."sofProposedlssuelRSForm5T0lTEB)orother material notices or determinatiorrs-'wi*r respect to the tax status of the Bonds, or other material events affecting the tax-exempt status of the security' (vi)
(vii)
(viii)
Defeasances'
Tender offers
Bankruptcy,insolvency,receivershiporsimilareventoftheobligatedperson.

Note:Forthepurposesoftheeventidentifiedinsubparagraph(ix),theeventis considered to occur;; ;;y of the following o"",.rt, the appointment of a receiver, trustee or similar ofdc"r for an obligated person.in a proceeding under the U.S. Bankruptcy CoJ" or in any other priceeding under state or federal law inwhichacourto,-gon.*,nentalauthorityhasassumedjurisdictionover substantially all of tielssets or business of th. obligated person' or if such jurisdictionf,urU"rouut",""Obyleavingtheexisting-9:::Tl""talbodyand officials or officers i" p"*..ri"n but suuiect to the supervision and orders of a court or governmental authority, or the entry of un oid"t confirming a plan of reorganization, ur.unili"nioriiquidation by a court or governmental authority having supervision oi jurisdiction over substantially all of the assets or business of the obligated Person'
(ix) Rating changes'
D-4

12/12/2023 Item No.2.
(x) Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a financiai Obligation of the District, any of which reflect financial difficulties.
(b) The District shall give notice, or cause notice to be given, not less than ten Business Days after the occurrence of any of the flllowing events with respect to the Bonds, if material:
(i) Modifications to rights of Bond holders'
(ii) 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 substantiJly all of the assets of the obligated person, other than in ttre orainary "ou.r"
of business, the entryinto 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 District, or agreement to covenants' events of default, ,"medie., priority rights, or similar terms of a Financial obligation of the District' any of which affect Bondholders.
(c) Whenever the District obtains knowledge of the occuffence of a Listed Event described in subsection (b) above, the District shall determine iisuch event would be material under applicable federal securities laws.
(d) If the District learns of the occurrence of a Listed Event described in subsection (a) of this section, o. deter-ines that knowledge of a Listed Event described in subsection (b) of this Section would be material unJe. uppticable fedJral securities laws, the District shall notifo the Dissemination Agent thereof in *riiing iriJ instruct the Dissemination Agent to report the occurrence pursuant to subsection (e) of this seJtion. If in response to a request under subsection (b) of this section, the District determines that the Listed Event would not be material under applicable -Federal
securities law' the
District shall so notify 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 District to.report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occuffence with the MSRB through the EMMA System. Not*ittrrtuoding tf,e for"going, -notice
of Listed Events described in paragraph (vii) of
subsection (a) ofthis Section and purag.upli(iii;subsection (b) ofthis Section need not be given under this subsection any earlierthan the noti.. tii"ny) of the undeirying event is given to holders of affected Bonds pursuant to the Trust Agreement'
SECTION O. teEqination of Reporting ' The District's obligations '10:-t lhi:

DisclosureCertificateshallterminat"up@e,priorredemptionorpaymentinfull.of.alI of the Bonds. If such termination o."ur. prior tlo the final maturity of the Bonds, the District shall give D-5

12/12/2023 Item No.2.
notice of such termination in the same *unnt . as for a Listed Event under subsection (e) of section 5 hereof.

SECTIONT. Dissemination Agent. The n]{rict.may' *om time to time' appoint or engage a Dissemination Agent ti *Gt t i" *ffi'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 sha[ not be responsible in any manne. for the content of any notice or report pr.put.a by the Distriit pursuant to the Disclosure Celtificate' SECTION 8. Amendmelu waiver. NotwithstanlJne any other provision of this Disclosure certificate, the District may amend this=bisclosure certificat", und any provision of this Disclosure certificate may be *;;;;"vided 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 oi'"r s..ti"n 5 hereol it may only be made in connection with a change in circumstances that arises from u
"t ung' in legal requirementt' ihung" in law' or change in the identity, nature or status of an obligated p".*" t'ii,ft resiect toihe Bonds' or type of business conducted; (b) the undertakings herein, as proposed to'be. amended or waived, would, in the opinion of nationally .ecognirJ bond coJns.r, rruu"
"i*plied
with the requirements of the Rule at the time of the
primary offering ortie nonds, 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 TruJt Agreement for.amendments to the Trust Agreement with the consent of owners' or (ii) does not, in the opinion of nationally t"."g.ir"d bond colnsel, materially impair the interests of b*rr"r, 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 ir*r"of, tfr"'*nuui-financial infbrmation containing the amended operating data or financiai information .fruti "*ptuin, in narrative form' the reasons for the amendment
and the impact of the change in the typ. ;;;p;[ing iutu or financial information being provided' If an amendment is made to the undertaking speciffing lhe accounting principles to be followed in preparing financial statements, the annual finanliai informiion for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles und thor.'pr.o* "l tht lTit of the former accounting principles' The comparison ,t att ii""tuae i qualitativ. oiLurri* of the differences in the accounting principles and the impact of the .h";;" l; irr".1."9u1tting frinciples on the presentation of the financial statements or information, in order to provide inform"ation to investors to enabre them to evaluate the ability of the District to meet its obligations. To tt. "*t.nlr"asonably feasible, the comparison shall be quantitative' A
notice of the change in the accounting p;ci'pres shall be given in the same manner as for a Listed Event under subsection (e) ofSection 5 hereof'
SECTION 9. Additional Infqlgaliqq. *9tn* in.this Disclosure certificate shall be deemed to prevent the Districtfi". dG"*i*ting *v:*rr", irforination, using the means of dissemination set forth in this Disclosure certificate or any ott r. ir"un, of communication]or including anv other information in any Annual Report or notice of occurrence of a Listed gu"nr, i" uidition to thaiwhich is required by this Disclosure certificate. If the Distri"t .hoor". to incrude any information in any Annual Report or notice of occunence of a Listed Event in ua;ition to that whicir is specifically required by this Discrosure D-6

12/12/2023 Item No.2.

Certificate,theDistrictshallhavenoobligationunder.thisDisclosureCertificatetoupdatesuch information or include it in any future ennuuti'"port or notice of occurrence of a Listed Event' SECTIONl0.Default'IntheeventofafailureoftheDistrictortheDisseminationAgentto comply with any prooir-rl ,t-tis pisclosure certificate, any Holder or Beneficial owner of outstanding Bonds may take such actions as may r. n.**.y unJ upproptiate, including seeking mandate or specific performanc" by "ourt*;;r,
lo "uur,
ar," prriii", to compiy wiitr its obrigations under the Disclosure certificate. A defaurt under the niscrosuretertificate shali not be deemed Jn Event of Default under the Trust Agreement, and it " ,ot" remedy una". ,n" Disclosure certificate in the event of any failure of the District to comply *itrrir,* Disclosure certificate shall be an action to compel performance' SECTIONl2.Beneficiaries'ThisDisclosureCertificateshallinuresolelytothebenefitofthe District, the Disseminati,on Ag"nt, the Paftic;;;ng U"Ot*titer and Owners and Beneficial Owners from time to time of the Bonds, and shall create norights in any other person or entity' SECTION13'Counterparts.ThisDisclosureCertificatemaybeexecutedinseveral counterparts, each of *ni"tlhili Ue u" ";i;i"JunJuff
of which shall constitute but one and the same
The Dissemination
SECTION 1I.
and limitations from liability afforded to the Trustee under the Agent shall be entitled to the protections
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 District agrees to indemniff and save the Dissemination Agent, its officers, directors, emPloYees and agents, harmless against anY loss, expense and tiabilities 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) of defending against anY claim of liabilitY, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and PaYment of the Bonds. instrument.

IN WITNESS WHEREOF, the Disffict has executed this Disclosure certificate as of the date first above written.

CITY OF FOLSOM COMMT'NITY
FACILITIES DISTRICT NO. 23
(FOLSOM RANCTT)
By
D-7

12/12/2023 Item No.2.

EXHIBIT A

NOTICE OF FAILURE TO FILE ANIIUAL REPORT
Name of Issuer:

Name of Issue:

Folsom Ranch Financing AuthoritY
Folsom Ranch Financing Authority city of Folsom community Facilities Dstrict No. 23 (Folsori Ranch) improvement Area No. 2 Special Tax Revenue Bonds, Series 2024
Date of lssuance: 2024
NOTICE IS HEREBY GMN that the City of Folsom Community Facilities District No' 23 (Folsom Ranch) (the "District") has not provided an Annual RePort with respect to the above-named Bonds as required bY Section 3 of the Continuing Disclosure Certificate, dated 2024, executed bY the District for the benefit of the Holders and Beneficial Owners of the bonds. [The District anticipates that the Annual Report will be filed by .--'l Dated:

CITY OF FOLSOM COMMUNITY
FACILITIES DISTRICT NO. 23
(FOLSOM RANCTT)
By:

Finance Director of the CitY of Folsom
D-8

12/12/2023 Item No.2.

CONTINUING DISCLOSURE CERTIFICATE _ I{OME BUILDER
sEcrloNl ,ffi[",?*fffi"ff[itffit;er1;jiil:
ffiJj:'##:ffi:l :JJ||ffi:I"ifi,r," i,,u", and the ni,oi,lr.,uue undertaken no responsibilitv with respect to any ,"o",t.l""tic"sir Oi"fo'u* provided or required underlhis Disclosure Certificate' and has no liab'ity,jt"ffil#ilili;ffi;"nJiJi"t u"neficiar owner of the Bonds, with respect to this Disclosure Certifi cate'
SEcTloN2.Definitions.InadditiontothedefinitionssetforthintheTrustAgreement,which applytoanycapitali""ffiu,"ai'.ht'il;;l';..:':f";;unlessotherwisedefinedherein,the ;;fi;*i;g capitaiized terms shall have the following meanrngs:
..Affiliate' shall mean, with respect to the Developer, any person directly (or indirectly through one or more intermediaries) that exercises manageriut "ontroi'o'uer the Deveroper or that is under
managerial control "rr'ir'J^o"i"iof"r,
una J;;;; information could be materiar to potential investors in their investment decision regarding ,h" ;;;;;'i'i*iuJing without rimitation information relevant to the proposed development of the Properry, J;; 'h"
Developer's aUitity to pay the applicable Special Tax
;6;i;" leviedon the Property owned by it when due)'
..AssumptionAgreemenf,meansanagreementcontainingtermssubstantiallvsimilartothis Disclosure Certificate, whereby a Major Develofer agrees 16 p'""iJJ Semi-Annual Reports and notices of sisnificant events with respect to the portion of tftt Property "*"ta by such Major Developer and its
Aifiliates, and with resplct to lh: improvements
-or
payments necessary to cause the Planned
Development Stage to Ui ."u"nea tt
"t t'u; Major ptu"fop"t' o' un Affiliate thereof intends or is obligated (contractuall"y oi otherwise) to make or cause to be made' ..Bonds,,meansthe$--FolsomRanchFinancingAuthorityCityofFolsom community Facilities DiJi"t No. B ceorso*^nur"trl Improvement Area No. 2 Special rax Revenue Bonds, Series 2024'
..Developer"means[TriPointeHomesHoldings'lnc''aDelawarecorporation]fl.ennarHomesof California, LLC) aCali fornia I imited I iabil ity companyl' ..DevelopmentPlan,,meanswithrespecttoaMajorDeveloper,thesPecificimprovementssuch Major Developer intends to make, o, .uu'"lJi" *udt' in o'O"ifot tile ilanned Development Stage to be reached, and the ,i,,n" rrurn" in which such improvements^are intended to be made; the Developer's Development ptun, ur-oirt "
aur" t
"r"of,ll
a"r"ifu"a in tt e Oil,ciul Stuttn'"nt under the caption lFor Tri pointe:*pRoposE; pnopgnrv DEVELO'MENT - Development pran and !!{us of Development - Development ptan I iri point"li ro, in1,*o''ii*"t "pRopose'D PR9PERTY DEVELSPMENT - Development plan and iiutus of ilevelopment - Development Plan - Lennar Homesl' D-9

12/12/2023 Item No.2.
..Disclosure certificate" means this Disclosure certificate as the same may be amended from time to time.
..Dissemination Agent" means initially, the DevelopT, and any successor Dissemination Agent designated in writing by the Developer unJ*t i"tt has fired with the oistrict a written acceptance of such designation.
..District,, means the City of Folsom Community Facilities District No. 23 (Folsom Ranch), as the same may be modifieJ by the city council of the city from time to time. ,,Event of Bankruptcy" means, with respect t9 I Person, that such Person files a petition or institutes a proceeding under any act ". ";i., .iui. ot federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or onJ., uny amendment of such act or acts' either as a bankupt or as an insolvent, or as a debtor, or in any ti"tii; Japacity, wherein or whereby such Person asks or seeks or prays to be adjudicated a bankrupt, otlti" U" discharged from any or all ofsuch Person's debts or obligations, or offers to such Persofs creditors to effect a composition or.extension of time to pay such Person,s debts or asks, seeks or prays for reorganizatio.n or toeffect a plan of reorganization' or for a readjustment of ,u"h F"rson's deLts, o, fo, anf other tlTtJ* retief, or iiany such petition or any such proceedings of the same or similar kind or chaiacter is filed or instituted or taken against such Person, or if a receiver of the business or of the pr"p;ny;; assets^of such Person is appointed by any court, or if such Person makes
""g"r"."r
assignment for the benefit of such Person's creditors'
.,Financing Plan" means, with respect to a- Major Dweloper' the method by which such Major Developer intends io fi'un"" its Develoit"* ptun, including specific -sourc:s of funding for such
Development Plan; irt" u"n"rop".'. ni*,i"ing .un, at-ot-tle iate hereof is described in the official Statement under the caption [For Tri P"ointe: *PROPOSED PROPERTY DEVELOPMENT - Development Plan of rinao"" - Tri PointellFor Lennsr Homes: "PROPOSED PROPERTY DEVELOPMENT-DevelopmentPlanofFinance_LennarHomes].',
'olmprovement Area" means Improvement Area No' 2 of the District' ..ListedEvent,,meansanyoftheeventslistedinSection5hereof. ..Major Developer,, means' as of any date of determination, any owner of]and (which owns itself or through any Afhliates), who o*r,, orhl."t'" opii"n to purchase 5+ ot tnot" of the residential lots in the ImprovernentArea subject to the Special Tax'
.,MSRB" shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities una r,"it urrg" commission as a'repository of discrosure information' until otherwise designated by the MSRB or"th" Securities and Exchange commission, filings with the MSRB are to be made through the Electtni" tvtuni"ipal Market Access (EMMA) website of the MSRB' currently located at http ://emma'm srb'org'
"official Statement" means the final, executed official statement relating to the Bonds' ..Participating Underwriter,, shall mean Piper Sandler & Co., the original underwriter of the Bonds.
..person,, means an individual, a corporation, a partnership, an lso9i1tio1' a joint stock company'
a trust, any unincorporated organization of agovernment or political subdivision thereof' D-I0

12/12/2023 Item No.2.
.,Flanned Development Stage" means the stage of development to which the Developer intends to develop the Properly, as iescribed in the Official Stat-ement, which is the construction of finished homes' .,proper[/,, means, as of the date of determination, collectively, the Taxable Properly within the boundaries of the tmprovement Area that (i) is owned 9v trtg Developer or any Affiliate thereof (including Taxable properry for which the Develop", i, uny Affiliale thereof has the option to purchase) and (ii) the Developer or any Affrliate thereof has-solJ to a Major Developer who has not assumed the obligations under this Disclosure certificate pursuant to an Assumption Agreement' Properly as of any date of determination does not include real property within the boundaries of the Improvement Area that has been conveyed to individual homeownerc o.
"ny
,.ul properly that is the subject of an Assumption Agreement' .,semiannual Report,, shall mean any Semiannual Report provided by jhe Developer on or prior to March 3 I and Septembei 30 of each y.ur, "Lt-encing
with the Semiannual Report due March 31' 2024'
fuiruunt to, and as described in, Sections 3 and 4 of this Disclosure Certificate' ,.Special Taxes,, means the special taxes levied on the Taxable Property within the Improvement Area.
"State" shall mean the State of California'
..Taxable property,, means the real property within the boundaries of the Improvement Area that is not exempt from thi Special Taxes authorized to be levied in the Improvement Area' .,Trust Agreement" means the Trust Agreement, dated as of January 7, 2024, among the Issuer' the District and the Trustee, and as further amended and supplemented from time to time' .,Trustee,, mcans U.S. Bank Trust company, National Association, as trustee under the Trust Agreement, or any successor as trustee'
SECTION 3. PJo-Yision of semianrrual -Repo.rts. -
So long as the Developer's obligations
hereunder have not been terminut"d puEffi6-56tion 7, the Developer shall, or shall cause the Dissemination Agent iir irr" bissemination Agent is other than the Deveroper) to, provide to the MSRB a Semiannual Report *iri"1r is consistent with ihe requir"ments of Section 4, not later than March 3l and September 30 of each year, commencing trlar"h zt,)ozq' If, in any year, March 31 or September 30 falls on a saturday, sunday or holiday, such deadline shall be extended to the next following business day' The Semiannua n"iort *u.t b" .uunritt.a in electronic format, accompanied by such identiffing information u, i, prl'rrribed by the MSRB, and may be- submitted as a single document or as separate documents co.priring a packale, uno muy include by reference other information as provided in Sections 4 or 5 hereof.

SECTION 4. content of semiannual Rgpqrtg. The Developer's Semiannual Report shall contain or incorporate ty."f"ten"e the following information:
(a) If information regarding such Major Developer has not previously been included in the official Statement or a more recently filed Semiannual Report, the Development Plan and Financing Plan of such Major Developer or, if information regarding such^Major Developer has previously been included in the official Statement or a more ,"""niiy irled SJmiannual Report, a description of the progrcss made^ in the Development plan of such Major n.'""iopl. since the date bf such information and a description of any significant changes in such Development pjan and the Financing Plan and the causes or rationale for such changes.

D-I1

12/12/2023 Item No.2.
(b) Identification of the conveyance by the Developer of any portion of the Properly to an entity that is not an eii,ri"t, "r
the Develof", ii" Lrrrt of which conveyance is to cause such transferee to become a Major DeveloPer'
(c)ThenumberofbuildingpermitsissuedwithrespecttotheProperty' (d) The number of residential lots within the Property that. have^not reached the Planned Development stage ano sord (closed .rr.o*; uy the Develop.t.iin". the date of the official statement or a more recent semiannual Report, and, if any ,i"r, io,r were sold to a Major Developer, the identity of the Major DeveloPer'
(e) The number of finished homes within the Property sold and conveyed to individual homeowners bY the DeveloPer'
(0AnymaterialamendmentstolanduseentitlementsfortheProperty,ifsuchamendments would prevent or significantly delay th"l;;i;ent{i91 of the Developer's Development Plan as described in the Official Statement or a more recently filed Semiannual Report' The Developer's semiannual Reports required to be provided under section 4 hereof must be filed in accordance with Section 3'
SEcTloN5.ReportingofSignificantEvents.PursuanttotheprovisionsofthisSection5,the Developer shall promptly give, o, ,uur"Jo6fr6i, notice of the occurrence of any of the following events with respect to the Developer:
(a)AnyfailureoftheDeveloper,oranyAffiliateoftheDeveloperowninganyProperty'to pay prior to delinquency any property t"; ;; assessments due with respect to the Properry (to the extent the responsibility of the Deveiope, o, unfr*i-Rif,tiu,"1, to the extent iuch failure is not promptly cured upon discovery thereof'
(b)Anydenialorterminationofcredit,anydenialorterminationof'ordefaultunder'any rine of credit or loan or any other loss of u sourc" of funds that could have a material adverse effect on the Developer'smostrecentlydisclosedEi"u"'ingPlanorDevelopmentPlan^orontheabilit'yofthe Developero or any ;iili# of the n.u"tof", ooining any Prope(y, to puy the Special raxes with respect to the properry prior to derinquency (to tt. "*t*t
the responsibil8-of the Developer or any such
Affiliate).
(c)TheoccurrenceofanEventofBankruptcywithrespecttotheDeleloper,oranyAffiliate owning any Property, that could *."t-*"UiV b" "*p""itd to have a material adverse effect on the Developer's most"r;;tly disclosed fi"""Ji"g Plan or Development Pl?n T on the ability of the Developer, or any Affiliate of the O.u"lop", oining Lt:ltn', to qay Special Taxes with respect to the property prior to delinquency (to the exteniifre respoisibility of tne Oeveloper or any such Affiliate)' (d) Any previously undisclosed governmentally-imposed preconditions to commencement or continuation of development on th" pr;;;rty: if sgcfr preconditions would prevent or significantly delay the Developer,s Development ptun ur'J"r*ibed in the official Statement or a more recently filed Semiannual RePort.
(e) Any previously undisclosed legislative, administrative or judicial challenges to development on thl ploperty, if such ch-all"ng.,
"*outd prevent or significantly delay the Developer's
Development ptun us a"scribei in the official statement or a more recently filed Semiannual Report' D-12

12/12/2023 Item No.2.
whenevertheDeveloperobtainsknowledgeoflhgocculrenceofaListedEvent'theDeveloper shall as soon as porriur" a"tlr*in. if such eventlvould be material under applicable federal securities laws. If the Developer determines that knowledge of the oc-currence of a Listed Event would be material under applicatle feOeruir""*.i i.. laws, the b"i"toptt shall promptly file a-notice.of the occunence of such Listed Event with the MSRB in electronic format, u""on'puni"dby such identif,ing information as is prescribed bY the MSRB'
SECTION6.Assur:r!!!gLof-8b]i@ia-$.Ifany'portionoftheProperlyownedbythe Deve1oper,ofanyAffilffiy.y:dsuchthat,uponsuchconveyance,suchnew owner wilr be a Major Developer, the obli'i":t^i'ons "i,l".p."""loper undei this Disclosure certifioate with
respect to the p.op"rtv t un;f;"i by the 6"n"top"t shall be assumed by such Major Developer pursuant to an AssumPtion Agreement'
3ECTION 7. TerminatiOn-gt Reporrine obligalion. All of the Developer's obligati"T T--t:
thisDisclosureCertific"tooccurof(a)thelegaldefeasance,prtor redemption o. puy*"n, in full of all the
-ilil;,
o) the date on which (i) the Deveroper is no longer a
Major Developer, or (i) all of the n"o.top"r', ontigution'.are assumed under one or more Assumption Agreements entered into pursuant to Secti'on o tr"r"6e, or (iii) the date on which all Special raxes levied on the property owned by the nevetoplr and its iffitiates are paid or prepaid, in full' Upon the occurrence of any such termination prior to itr" finat maturity of ine B9nds, ihe Developer shall give notice of such termination in the same manner as for a Listed Event under section 5 hereof' SECTION 8. Amendment: Waiver N{wiflstanding any other provision hereof' the Developer may amend flrwisionsof this ffioru* Certificate uni uny-ptovision hereof may be waived' p*uiA"a that ihe following conditions are satisfied:
(a)IftheamendmentorwaiverrelatestotheprovisionsofSections3,4or5hereof,itmay be made in connection with a change in circumstances that arises from a change in legal requirements' change in law; and
(b)Theproposedamendmentorwaivereither(i)isapprovedbyholdersoftheBondsinthe manner provided in the Trust Agreement for amendments to the Trust Agreement with the consent of holders, or (ii) does not, in the opinion or uona counsel approved by the Ditttitt' materially impair the i"i....tt of ttt. notO"rs or beneficial owners of the Bonds' SECTIONg.Additionallnformatiqn.NothinginthisDisclosureCertificateshallbedeemed to prevent the Developei from.dirr",ninffio:ny other iriformation, using the means of dissemination set forth in this Disclosure Certificat" o, u'iy oth"' *"uns of communication' or including any other information in any semiannual Report o, noti." of occurrence of a Listed Event, in addition to that which is required by this Oir"ior,rr" Certificate' If the Developer chooses to include any information in any Semiannual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure cenificate,-'irt" o"u"r"per.shall have no obligation under this Disclosure certificate to updui" such information or include it in any future semiannual Report or notice of occulrence of a Listed Event'
SECTION 10. Dissemination Agqnt' The Developer may' from !ir.nel9 time' appoint or engage a Dissemination Agent to assist it in cffing out.its orftgations under this Disclosure certificate, and may discharg. uny such Disseminution"ig"i, *i,tt. o.r, r,iithout appointing a.successor Dissemination Agent. The Dissemination Agent *"V ,"rig?Ly provjding 30 days'^ written notice to the Developer' The Developer rh"ll d;;;;o*iUi. fo,. puyingfi" feei and expenses of the Dissemination Agent' D-13

12/12/2023 Item No.2.
sEcTIoN r t. Default. In the event of a failure of the Developer to comply with any provlslon of this Disclosure c.rtiffut", uny holder ";;;ffiio*n", of the gonas may take such actions as may
be necessary and appropriate, includi*. r1"ti"e mandag.orlpecific performance by court order' to cause the Developer to comily with rts obligatio;il;r this niscios,rrl-c"rtin"ate' A default under this Discrosure certificate stratt not u" d""-"a"un"g"""i "r oerurrrt-,rnd"r the Trust Agreement' and the sole
remedy under this p-.i*"r. c"rtiR"ut" r"iir, .""", or"ny ru'"i" orthe Developer to comply with this Disclosure Certificate sttuit U" an action to compel performance' 'ECTI.N

12. Beneficiaries. This Disclosure certificate sha'inure sotely to the benefit of the Developer, the participuiing und"r*rrr"1, ii" rii*ict ano rrora"* unJieneficial owners from time to time ;f ,h" f;"as, and ,huil ""ut"
no rights in any other Person'
SECTION13'Notices.AnynoticesorcommunicationstotheDeveloperandtheotherparties described herein ,nuy t" gin*-us set iorthin B*t iuit A hereto "t r".i ",rt*
address that shall be specified
by the Developer "rtrr."oinlr;;i;;
described herein from time to time'
SECTION 14. Governine Law' This Disclosure Certificate and any dispute arising hereunder shall be govemed by and-interpreted in u""oiJun" with the laws of the State of California' IN WITNESS WHEREOF, the undersigned has executed this Discrosure certificate as of the day and year written above'
[Tri Pointe Homes Holdings' Inc' a-.Delaware
Eorpor"tionl [Lennar llories of C alifornia' LLC' t
iriitotni" timiteA fiability companyl
By:

D-14

12/12/2023 Item No.2.

E)CIIBIT A TO CONTINTIING DISCLOST]RE' CERTIF'ICATE _ HOME BUILDER AnynoticesorcommunicationstotheDeveloper.ortheotherpartiesdescribedintheContinuing Disclosure-certificate - Home Builder may be given as follows:

To the DeveloPer: [Tri Pointe Homes Holdings, Inc'][Lennar Homes of California' LLC] To the Issuer:

Attention:

Email:

Phone:

To the Dissemination
Agent:

Attention:

Email:

Phone:

To the ParticiPating
Underwriter:

Attention
Email:

Phone
D-I5

12/12/2023 Item No.2.

APPENDIX E

PROPOSBD FORM OF OPINION OF BOND COUNSEL
Folsom Ranch Financing AuthoritY
Folsom, California
Folsom
City of Folsom CommunitY
Ranch Financing AuthoritY
Facilities District No' 23 (Folsom Ranch)
Improvement Area No. 2
2 Ladies and Gentlemen:

Wehaveactedasbondcounseltotherorsol.\11;]rFinancingAythgria(the..Issuer'')in connection with the issuance of $ ' - '
aggreglie pti";ip;i ;;"-"t ?{ folsom
Ranch Financing
Authority ciry of r"i;;;;;ffit ;*r-rt,* o;i.i"iNo. z:.ii'hr"- n""ch) rlnlovement AreaNo' 2 Soecial rax Revenue Bonds, Series 2024 i;il;il;i.ti issued pursuant to a trust agreement' dated as of .tanuary 1,2024(the ,,Trust Agreement'),"u*one the Issuer' iil';;t ;'Folsom community Facilities DistrictNo.23 (Folsom Ranch) ttt" "corri,n*niL'i'1"'i,iq"District') and u'S' Bank rrust company' National Association, as trustee (th" *rrurirJrf." it , r.urt Agr;;;; proviae.t that the Bonds are issued for the stated purpor" of enabling tf'e ftsu""tt acquire **"1";;;;i'ui tu* bonds'to be issued by'the community Facilities-disrri.i. c"pir"rir"ii"r,nrlo-, o,t "*ise defined herein shall have the meantngs
utt.ibeA thereto in the Trust Agreement'
Insuchconnection,wehavereviewedtheTrustAgreement;theTaxCertificate,datedthedate hereof (the ..tu* c"rtificate,,), .*r"ot"drnJ oliv"."a by the-Isire;;;e",o,nunity Facilities District and the city of Folsom; opinioni "ry*r::llo*,i,
ir.u"r, tt'," co-*unity Facilities District and the Trustee; certificates of the Isiuer, the commu"iv"e""irl i"s oistri"t,^;;;"it;.,"e an$ others; and such other documents, opinions andmatters t" th"""*i#;;;;;Jil;.r"ry; render the opinions set forth herein.

Theopinionsexpressedhereinarebasedonananalysisofexistinglaws,-regulations,rulingsand court decisions and cover certain .utt*rr-r,lt Jir""Uy uAO'"','"0 by 'u"h Juthorities' Such opinions may
be affected by actions taken or omitted.or ;;;;;;*ing utriolrigi*ia"tiu.ry.of the Bonds on the date hereof. We have not undertak"n'o a'i"it-ini o'to inio"-unyi"tton' whelher anv such actions are taken or omitted or events do occur or any other maner, "orJil 5;; "-;*ilr;;4* originat delivery of
the Bonds on the date hereof. a"*rainei; dil;;;"k;;;;"; "rli. J"* and is norintended to' and may not, be retieiripon o,. otr,"r*ir" ,ir# il";;.;il*iir'?ni"*"tt uttionl:"tu"no or matters' we disclaim uny ouugulion to update this letter. we have assumed the genuinen^ess of all documents and signatures pronioi,i';;"# il a*. "nJ
r"gar execution #;[""ty thereof by- and validitv against' any parties ottrer ttran the Issuer. w:i;;;";;;ed, without .ia"n"ii"g to verito' the accuracy of the factual matters represented, *urunt"i*o, "",tiir"o'in
th" ;;;;;*ir,"*o of itre legal conclusions
contained in the opinion., referred ao in,t" second *l*"on i"t*r 'Furthelo'"' *t have assumed compriance *itt, uit covenants und ugr""*"nt, ,""t"ir"o in tfi" Trust Agreemglt.and the Tax certificate' including (without limitation) "on"nu"o
and agreements.compliun"" *ith which is necessary to assure that future actions, omissions o, "u"r,il
;'l;? "au.e
int"r'Jrt * att" Bonds to be included in gross
(Final OPinion)
income for federal income tax purposes
E-1

12/12/2023 Item No.2.

Wecallattentiontothefactthattherightsandobligations under the Bonds, the Trust Agreement and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, receivership' conveyance, moratorium and other laws relating to or affectingreorganization, arrangement, fraudulent- 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 Issuer and the CommunitY Facilities District 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 ofa 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 exPre ss any opinion with respect to the state or quality of titte to or interest in anY ofthe assets described in or as subj ect to the lien of the Trust Agreement 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 the Plans, sPecificati ons, maps, financial reports or other engineering or financial details of the proceedings, or upon the Amended Rate and Method of APPortionment for the Improvement Area or the validitY of the Special Tax levied uPon any individual parcel. Our services did not include financial or other non-legal advice. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement, dated 2024, or other offering material relating to the Bonds and express no opinion or conclusion with respect thereto.

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

1. The Bonds constitute the valid and binding special, limited obligations of the Issuer'

2. The Trust Agreement has been duly executed and delivered by, and constitutes the valid and binding obligation "i tr,! Issuer. The Trust Agreement creates a valid predge, to secure the payment of the principal of and interest on the Bonds, of tf,e Trust Estate, subject to the provisions of the Trust Agreement permitting the application thereof ior the purposes and on th,e terms and conditions set forth in the Trust Agreement.

3. Interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue code of 1986 ;d is exempt from,state of california personal income taxes. Interest on the Bonds ir noi a specific preference item for purposes of the federal individual alternative minimum tax. we observe that interest on the Bonds included in adjusted financial statement income or"""rtuin corporations is not excluded from the federal corporate alternative minimum tax. We express no opinion regarding other tax consequences related to the ownership or disposition of' or the amount, accrual or receipt of interest on, the Bonds' Faithfully yours,
ORzuCK, HERRINGTON & SUTCLIFFE LLP
per
E-2

12/12/2023 Item No.2.

The description that fottows af the procedures and recordkeeping with respect to beneficial ownership interesti in the Boids, payment of principat of, premium, tf any, and interest on the Bonds to participants or Benefcial owneis,'confirmation ind transfer of beneficial ownership interests iy the- Bonds, and other relited transactions by and between DTC, Psrticipants and Beneficial owners, is based on ffirmation furnished by DTC which the Authority believes to be reliable, but the Authority does not take responsibtitty for the iompleteness or accuracy thereof. The Authority cannol and does not give any assu/ances that DTC, DTC pirticipants or Indirect Participants witl distribute to the Beneficial owners either (a) payments of principal, piemium, ,f any, and interest with respect to the Bonds or (b) certificates ,rprrr'ertirg orrrrr'hrp inteiests'in or athei confirmation of ownership interests in the Bonds, or that they *ju ,o do in a timely basis oy that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Official Statement. The currint "Rules" applicable to DTC are on fle with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are onfile with DTC'
The Depository Company ("DTC"), New York, New York, will act as securities depository for the Bonds, The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC,s partnership nominee) or such other name as may be requested by an authorized representative of brc. on" fully-registered bond certificate will be issued for each maturity of the Bonds in the aggregate principal u*ount of such maturity, and will be deposited with DTC. If, however, the aggregate principal amount of any maturity e*ceeds $soo -ittion, one certificate will be issued with respect to each $500 million of principal ariount, and an additional certificate will be issued with respect to any remaining principal amount of such maturity.

DTC, the world's largest securities depository, is a limited-purpose trust company orgallzef under the New york natrkin! Ltw, a "banking organization" within the meaning of the New York Banking Law, amember of the Federal Reserve Systim, a "clearing corporation" within the meaning of the New york uniform Commercial Code, and a'iclearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over

3.5 million issues of U.S. and non-U.S, equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries; itrat DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and^ pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations' DTC is a wholly-owned subsidiary of The Depository Tiust & clearing corporation (*DTCC'). DTcc is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation' all of which are regisiered clearing agencies. DTdc is bwned by the users of its regulated subsidiaries' Access to the DTC iystem is also uuuituut" to others such as both U.S. and non-U.S. securities brokers and dealerso banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct participant, either dir-ectly or indirectly ("lndirect Participants")' DTC has a Standard & poor,s rating of AAi. The DTC Rules applicable t-o its Participants are on file with the Securities and Exchange C6mmission. More information about DTC can be found at www.dtcc.com.

APPENDIX F
DTC AND THf, BOOK.ENTRY ONLY SYSTEM
F-1

12/12/2023 Item No.2.

PurchasesoftheBondsundertheDTCsystemmusttemadebyorthroughDirectParticipants, which will receive u'"."ai, io. the Bonds on pfc,. records. 'itt"
o*n".ship interest of each actual
purchaser of each B";;A;t' Benefrcial b*ry, 'l 1t ]l li:
to be recorded on the Direct and Indirect
Participants' records. Beneficial owners will not receive *'itt"n confirmation from DTC of their purchase. Beneficial owners are, however, ".p"1i"9 P I"r."iy. *itt"n confirmations providing details of the transaction, as we' as periodic .tut.,nlntJ of tr,"i, hordings, from the Direct or rndirect participant through which the Beneficial owner "nt"rJirrto
the transaction. rrunrters of ownership interests in the Bonds are to be accomplished by entries ,n"i.'"" lrt. books of Direct and rndirect participants acting on behalf of Beneficial li#;;:"fi"ili"L O*""r, *ilI not receive cerrificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued' To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of bTc',, p"n*rlnip ^;:tFtb"d"L-Lo', or such other name as may be
requested by an *;il;;t representati""-"? nrc' rr'e aeposir 9i t1" 'nond1
with DTc and their
resistration in the name of ceae &, a".ir, *"', ott.. DTi nominee) do not effect any change in be.-neficial ownership. DTC has no tno*Llg.""i,rr. actual Beneficiar owners of the Bonds; DTc's records reflect onty'it" ia"ntity of the Direciparticipants a" *rr".. accounts such Bonds are credited, which may or *uv n*; ;h; gr""n"i"i-o*""rr- 'The pirect and Indirect pa*icipants wilr remain responsible for teepinj u"*ont of their holdings on behalf of their customers' Conveyance of notices and other communications by DTC to Direct Participants, by Direct participants to tnoirect runi"ipurr*, uni'uy-ni.""i rurriripu*it.1na Indirect participants to Beneficial owners will be governed by u*ung"rn"'nts among them, subje.t t9- any statutory or regulatory requirement, u, n",#u"'i" "rr.i
rro,n tl..1o"ii*". BJneficial o*n.tr of Bonis mav wish to take certain steps to augment th'" ;;;;;i;; ; ,h;"f n*i.", or significant events with respect to the Bonds' such as redemptions, tenders, defaults "na
pr"pored am.endl.nt' lo the Bond documents' For example' Beneficiar owners of Bonds may wish ioL""nuin that the no*in." holding the Bonds for their benefit has agreed to obtain-and trun.*iinotices to Beneficiar owners. In the altemative' Beneficial owners may wish to provide *r",. name, and address", ,o ,t," regisrar uni ,"qu"ra that copies of notices be provided RedemptionnoticesshallbesenttoDTC.IflessthanalloftheBondswithinamaturityarebeing redeemed, DTC,s d;;;1, to determin. b; i;; ti"'u*oun, or tne interest of each Direct participant in such maturitY to be redeemed'
NeitherDTCnorCede&Co.(noranyother.DTCnominee)willconsentolvotewithrespectto the Bonds unless authorized by a Direct p"niirp""iin u"cordu*" *i,ir DTc'sr{MI procedures' Under its usual procedures,;ie;"ir- un o-r,iilur;.-y to tt" Authority as soon as possibre after the record date. The omnibus proxy assigns cede & Co.,s consenting or voting rights to those Direct Participants to whose accounts the Bonis are credited on irr" ,""ord date lidentifi"i itiu listing attached to the omnibus directly to them.

Proxy).
,Principal,redemptionprice,andinterestpaym.eltswithrespecttotheBondswillbemadeto Cede & Co., or such other nominee u. *uy U' t"qti"'t"O Ulan authorized representative of DTC' DTC?s practice is to credit nir""t participants, u..o-onrr^upon Dic,s r;;;ipi of funds and corresponding detail information from the Authority on u puyubi; ;;" in accordance witir their respective holdings shown on DTC records. payments by participants.tg Beneficial owners will be gou"*"d by standing instructions and customary practices, u, i, th" cas-e with '"'u'i'i"t held for the accounts of customers in bearer form or
registered in "street tiu.ti,'l-una will be th;;;;tibility "r t""tt Participant and not of DTC or its nominee,theTrustee,ortheAuthority-subjecttoulvstatutoryorregulatoryrequirementsasmaybein effect from time to time. payment orprinfipui,redemption prrc" un'a inteiest io cede & co' (or such F-2Page 289
12/12/2023 Item No.2.
other nominee as may be requested by an authorized representative of DTC) is the responsibility 911!" Authority or the T*rjtee, disbursemeni of such payments to Drlect Participants shall be the responsibility of DTC, and disbursement of such payments to ihe Beneficial owners shall be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving ,"uronubl" notice to tte Authority or the Trustee. Under such circumstances, in the event that a ,u.-"rr.* depository is not obtained, bond certificates are required to be printed and delivered.

The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor ,r"uriti". depository). In that event, bond certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Authority deems reliable, but the Authority takes no responsibility for the accuracy thereof.

THE TRUSTEE, AS LONG AS A BOOK.ENTRY ONLY SYSTEM TS USED FOR THE

BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES ONLY TO CEDE & Co., oil. ITS SUCCESSOR AS DTC'S PARTNERSHIP NOMINEE. ANY FAILURE OF CEDE & CO., OR ITS SUCCESSOR AS DTC'S PARTNERSHIP NOMINEE TO ADVISE ANY pni.ncIpnNT, oR oF ANY PARTICIPANT TO NOTIFY ANY BENEFICIAL OWNER OF ANY

NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT THE VALIDITY OR

SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE BONDS

CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE' F-3

12/12/2023 Item No.2.

APPENDIX G

APPRAISAL
G-1Page 291
12/12/2023 Item No.2.

ATTACHMENT 6

12/12/2023 Item No.2.

OH&S DRAFT
nn712023
CITYoFFoLSoMCOMMUNITYFACILITIESDISTRICTNo.23
(FOLSOM RANCH) IMPROVEMENT AREA NO' 2
SPECIAL TAX BONDS, SERIES 2024

LOCAL OBLIGATION PURCHASE CONTRACT
[Sale Date]
City of Folsom
Community Facilities District No' 23
(Folsom Ranch)
City of Folsom, CitY Hall
50 Natoma Street
Folsom, California 95630
Ladies and Gentlemen:

The undersig'ed Folsom Ranch Financing Authority (the "A-uthority") offers to enter into this Local obligatio' purchase contract (the ;Local obligation Purchase contract") with you, the city of Folsom community Facilities District No. 23 (Forsom Ra'ch) (the..Community Facilities District,,), which, upon. acceptance, will be binding upon the community Facilities District and the'Authority;-ancl except as otherwise provided hefein, al1 capitalized terms used herei' srrat have the meanings attributed to them in the Indenture, dated as of fJanuary] i ,2X24 (the "lnden*""i, U"i*een"the.Community Facilities District and U'S' BankTtustcon'punv,NationalAssociation,aStrustee(the..Trustee'').

Sale and of bli
(a)Subjecttothetermsandconditionsandinrelianceuponthe
representations and ugr.-#"rrr, set for.th h.;.i;, the Authority hereby agrees to purchase fi'om the community FacilitieJDistrict, and the co**unity Facilities District hereby agrees to sell to the Authority, all (but * l.r, than all) oitrr. Sipur Amo-unt] aggregateprincipal amount of the city of Folsom community Facilities District illo. 23 (poliori-na"chj Improvement Area No' 2 Special rax Bonds,'I.ri", 2024 (the..io"ul obligations") issued under the Indenture, dated the date of their initial derivery, bearing interest puyuur" on the crates and at the inte'est rates, a'd maturingonthedatesandirltheamounts.andsubjecttotheoptional,extraordinar.yand mandatory redernption provisions, as set forth in gxiiUlt A attached hereto and incor"porated Thepur.clrasepdcefortheLocalobligatiorisshallbe$fPurchasePrice],wlrich purchase price shall u. paic fi-om the prn"..ds of sare of the Forsom Ranch Financing Ar"rtliority city of Folsom co**,inity Facilities-District No. 23 (Folsom Ranch) lmprovement Area No' 2 Special Tax Revenu" gonar, Series Zaiq, issued under the Trust Agreement' dated as of herein
4t52-2732-12t I

12/12/2023 Item No.2.
iJanuary] I,2A24,by and among.the Authority' the commu'ity Facilities'District and U'S' Bank irust Conrpan), Nu:tr"r"r Assoiiation,-'*r-,*i.e (trre "rr.,ti igree'rent"), which bo'ds issued undet.tlre Tr.r.tst eg*",'*'are referred to }'.,"in as the ..Autlrot.ity Bonds''' TheLocalobligatior-rsslrallbesubstantiallyintheforrndescr.ibedin,slrallbe iss'ed and secured u'der the provision' oi, and shall be payabte as provided irr the Indenture' or date as shall be agleed bY the CommunitY Facilities District and the AutholitY (such time and date being herein referred to as the "Closing Date"), the CommunttY Facilities District will (b) At 8:30 a.m.' California time' on fClosing Datei, or at such eallier or later tlme
California (or such other location as maY be designated bY the AuthoritY and apPloveddeliver to the AuthoritY at the offices of Orrick, Herrington & Sutcli ffe LLP, Sacrantento, by the
CommunitY Facilities District) the I.ocal Obligations in definitive folms, dulY executed by the CommunttY Facilities District and authenticated bY the Trttstee' and will deliver to the AuthoritY the other documents het'ein mentioned ; and the AuthoritY will accePt such deliverY and PaY the total Purchase Prlce of the Local Obligation s as set forth ln paragraPh (a) oi this section as plovided in the Indenture (such deliverY and Payment being herein referred to as the "Closing") the

2. The CommunitY Facilities District represents to and agrees with the AutholitY that (a)TheCommunityFacilitiesDistrictisandwillbeattheClosingDateduly organized and existing ", "-"o*-.,nity
iu.ili,i., district uoi", and by virtue of the laws of the State of califor'ia, *itr, trtt power and authority to issue the Local obiigations and to carry out and consummate the transaciion, .""';;;i;;{tr trtt Local obligatio's' this Local obligation purchase Contract, the I'dentur"- u"J'ttte Trust Ag"t*ent icollectively' the "Financing Documents,,), and
',1r. Fi'un"ing oocJm.nr, ot. u"a *ili'i" ui
'ttt
Closing Date valid and
binding obligations oi'ftt Community Facilities District; (b)WhendeliveredtoandpaidforbytlreAuthor.ityattheClosingin accor.dance with the provisions of this r.ocar outigation purchas. contract, the Local obligations will liave been duly authorized, """.,ii"-J,
;*-d ur,,a a.ti.,.red and will constitute valid and
binding obrigarions of the community-ruliti,i", Disrrict ir, .onrot*ity with, and entitled to the benefifand security oi the Indenture;
(c)Byofficial.actionoftheCommunityFacilitiesDistrict,priortoor concurrently with the acceptan". rr.r.Ji, ,rr" con *.,nrtv.-ru"irities Disrrict has authorized and approvecl the executio'uni clelivery ;i;'h. Financing Documents' and autirorized and approved the performun.. b;ll; co**.r'itv e""irni., DistriJt or tn. orugarions o' irs part conrained in the Fir.rancing ol.ffi;;;;;"ir;'lffiJ:1_,"f_ ,upp'ou'd
the. consunrmalion bv the
comm'nity Facilities District of at other tfa.sactions .Ji*pruted by this Local obligation Pr:rchase Contract;
(d)Tlrereisnoactiott,Suit,proceeding',irrquiryorirrvestigatiott,atlawortn equity, before or by any court, goo.r,rn .niui'ug.n"y, p.turit to*o or bocly' pending or' to the knowleclge of the bo-,,-,rr',ity Facilities DistriJt, thr.*t"n.J ug"inu the comnr.'ity Facilities District or its pr.operties or opelatrons (i) seeking
'o '*tuii't or enioin tl-re issuance' sale'
2 I t5t-27.i2-i2l I

12/12/2023 Item No.2.
exec*tion or deliver.y of the Local obligatio's. (ii) in any way contesting or affecting the vaiidity or enfolceability of any of the Financing Documellts, ?trY proceedings of the community Facilities District taken concerning tire issn"rance or sale of the Local obligations, the collection of the special ,u" ,."uring the LoJar obligatio's (the "special rax") or the existence of powers of the cornmunity Faciliies Districr r.laring to ih" issuance of the Local obligations or (iii) which, if determin"d udu"rr"ly ro the com'rrlnity Facilities District or its interests, would have a rnaterial and adverse effect on the consummation of the transactions contemplated by-gt tl' 'alidity of the Financing Documents or on trre ope'ations of the commu'ity Facilities District with respect to the Local Obligations;
(e) The execution and deliverT of the Financing Documents' and the consummation of the transactio's therein and herein co'templated, and-the fulfillment of or compliance with the terms and conditio's thereof a'd hereof, wili not conflict with or constitute a violation or breach of or default (with due notice or the passage of tirne or both) under any applicabie iaw or administrative rule or regulatioll' or any applicable court or administrative deCree or Order, or any indenture, mOrtgage, deed of ttust, loan agreement' lease' cOnttact or other agreement or insirument to which tlh."com*unity Facilities District is a party or by which it or its properties are otherwise subject or bound, or lesult in the creation or imposition of any prohibited lien, charge or encumbtance of any nature whatsoevel upon any of the propefty or assets of the co**uiity Facilities District, which conflict, violation, breach, default, lien, charge or encumbrance might have cons.qu"n"., that would rnaterialy and adversely affect the consummation of the transactions coni"*fru,"o by the Financing Documents or the operations of the community Facilities District with l'espect to the Local obligations; (0 The Community Facilities District is not in breach of or default under any applicable law or administrative reguiation of the State of california or the united States or any applicable judgment or decree or any loan agreement, indenture, bond' note' resolution' agreemenr or other instrument to whilh the cJrnmunity Facilities -District is a party or is otherwise subject, which breach or default may have .onttqr]tn"es that would materially and adverseiy affect the consummatio' of the transactions contemplatecr by the Financing Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a breach or defauit under any such instrument; (g) All approvals, consents, autholizations, certifications and other orders of any governmental authority, boa.d, ;t";;.y or commission having jurisdiction, and all filings with any such entities, which would Jonriit.n. co'ditiolis precedent to or the failure to obtain which would materially adversely affect the perfot'rnance by the community Facilities District of its obligations under the Financing Docum"nt, l,uu. been duly obtained, and no further consent' approval, authorizatioll oI othel action or filing with or by a1y govefnmental or regulatory authority having jurisdiction ou"r th" communiti Facilities Ditttitt is or will be required for the issue and sale of the Local obligatio's or. the cousummation by the community Facilities District of the other transactions described in the Financing Documents; (h) The Special Tax constituting the security for the Local Obligations has bee' duly ancl lawfully author.ized under and pursnant to the Melio-Roos community Facilities District Act of 19g2 (the..Act,') witiri'rmprovement Area No. 2 of the com'runity Facilities Districr (the "improvement Area") and sr'rch Special Tax is secured by a valid and legally a
J
41j2-2732-321I

12/12/2023 Item No.2.
binding contintiing lien on the land subject to the special Tax as provided in tire Act; (i)TlreCityCouncil,aslegislativebodyoftheCommunityFacilitiesDistrict, has authorized ar-rd *rit unnuuily levy uJ".ott."t the. Special Tax, in addition to amounts necessary ro pay a"u, ..r"i." onilr" J"-;;ilu,to"g, i,, an amount sufficient (subject to any maximum special tax permitt{. by l"*l
.-a "pay tt'e Expenses arising directly from the
administration or enforcement of the Local Obligations' TheexecutiorranddeliveryofthisLocalobligationPurchaseCorrtractbytiie Community pacilities birrri", shall constitute a "p'""ntutiJ" UV the Community Facilities
District to the A,thority that the ,.pr"o.tutions and agreements contained in this Section 2 are true as of trre date rrereof; provicred, th* ", ," all matteri oiiu* ,rr" community Facilities District is relying on the uaui""'oT *r,tr.t t" iftt Co**""ity Fu"ilitit' District; and n'oulIl'd further' that no member of the city coun"it, ur l"girlative utol oi the community Fac*ities District' shali be individ,aily liable for rhe urru"t, of-any representation, warranty or agreement coutained herein.
additional conditions :
(a)AttheClosingDate,theFinancingDocumentsshallbeinfullforceand effecr in the ro.o lt"r"iofore subrniutl'it the Autho'itt -und lh:tt .thul] Tt" been taken in
connection with tr.,e isruunr" of the Locar obligations and with the transactio*s contemplated thereby and by thi;;;;;i Obligation Purchase bontract' utl su"h actions as' in the opinion of Orrick, Herri'gton /su,.ilrr. r-ip ('go;J-Co"n'"t")' shall be necessary and appropriate; (b)AttlieClosingDate,theFinancingDocumentsshallnothavebeen amended, 'rodified
or supplemented, .*;;;t;ay have bein agretd to by the Author-ity; (c)AtorpriortotheClosingDate,th^eAuthorityandtheTrusteeshallhave received tlie forowing docum.ntr, ,,i .u"r, ."ur. ,utisractow in form and substance to the AuthoritY:
(1) An executed copy of each of the Financing Documents; (2) An unqualified approvilg:!inio" of Bond Counsel' dated the ciosing Date and address.d to tr-re coro*.r;v'fr.'itiJr District, as to the validity of the Local Obligations;
(3) An opinion of the City Attorney' dated the Ciosing Date and 4 4r52-27-12-:i2ll

12/12/2023 Item No.2.
(4)Suchadditionallegalopinions'-certificates'proceedings' instruments and othel documents as the Authority or goni Counsel may reasonably request to evidence compliance by the community r""iriti.r Dislrict with legal requi'ements, the truth and accuracy, as of arrr-clo.ing Dat1, or irr" representations of the bornmunity Facilities District co'tained herein, and the due performun"" o, satisfaction by the community Facilities District at or prior to such tirne of all agreem""" th"; to be pe'form"d and all conditions then to be rxitn.a by the Community Facilities Distlict'
If the community Facilities District shall be unable to satisff the sonditions to the Authority's oUtiguiior* contained in lit' Local Obligatio' Purchase Contract' this Local obligation purchase contract sha[ terminate a'd neither the Authority 'or the community pu"itlri", District shall have any further obligation hereunder.

4.Expeuses.AllexpensesandcostsoftheCommunityFacilitiesDistrict a'd the Authority incident to the authorization, issuance and sale of the Locar obligations and the Authority Bonds, incruding r.., uno
"rpenses
of consurtants, the Trustee, the appraiser, Bond
counser and counsel for the commir"iiy eu.*ities- District and the underwriting fees and expenses incu'ed by the Authority.io .orrn."tion with the sale of the Autho'ity Bonds shall be paid by the community Fac'ities DistriJor the city on its behalf, and the community Facilities District aglees that it will pay ,,,"t'
-"*p",'s"s und costs from the proceeds of the Local
addressed to the community Facilities District and the Autirority, in s,bsta'tially the form attached hereto as Exhibit B; and
Obligations
District
This Local Obligation Purchase

5. Notices' Any notice or other communication to be given to the community Facilities ffii", under-this Local obligation purchase contract may be given by deliveri'g the same ln writing at the community Ficilities District's address set forth above, Attention: Finance Director, and any such notice or other communications required to be given to the Authority may be given uv derivering-the same in writing to the Authority at 50 Natoma Street, Foisom, Catitornila 95630, Attentioi: Treasurer' The approval of the Authority when required hereunder or-it . a.r.rmination of their satisfaction as- to any document referred to her.ein shali be in writing signed uv trre Authority and delivered to the comrnunity Facilities Contract is made solelY for the benefit of the CommunttY Facilities District, the Authority and the Trttstee and no other Persons, partnershiP, association or corporatl on shall acquire or have arry right hereunder ol bY virtue hereof. This Local Obligation Purchase Coutract shall be governed by the laws of the State of California'
6 P
T.Pledge:Assignment'Th.e9o.-*::ityFacilitiesDistricthelebyapproves the pledge a'd assignment of all tle {u-tnority's right, titre ;nd i'terest in rhe Local obligations to the T'ustee .rno"r'it . Indenture for the' uen"fit oflhe owners of the Atrthority Bo'ds' 8'LirrritatiorronLiability.Th*Authorityshallincurrioliabilityhereunderor byreasotrhereofo,u@ctionscontemplatedhereby,ands1rallbeunderno 5 4l5l-17i2-ll1 I

12/12/2023 Item No.2.
obligation to pulchase the Locai obligations hereunder, except fiom proceeds of the Authority Bonds available therefor held by ,r,. rr,rr* undeL, and subject to.t11: conditions set forth in' the Indenture. The community Facilities District shall incur no liability hereunder or by reason hereof or arising oui or rrr" iransaction, "ont**ptated hereunder, except as otherwise provided in
Sections 4 and 5 hereof, or be obligated to make uny fuy*"nts with. re,spect to the Local Obligationr, ,*..pt-irorn'u*orrrrts pledged to the puV*"^ni of tht Local Obligations (including the Special rax leviJ and collected in if;.1*ptouor,"r,t Area) pursuant to the terms thereof' o
4t52-2732-i21 1

12/12/2023 Item No.2.
g. Cou'terparts. This Local Obligation Purchase Contract may be signed in two or. more count.rpuru; Jt ilf, counterparts, when signed by all parties, shall constitute but one single agreement.

By
ACCEPTED AND AGREED TO:

CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH)
By
StaceY Tamagni
Finance Director of the City of Folsom

FOLSOM RANCH FINANCING AUTHORITY
Stacey Tamagni
Treasurer
7 4152-7't32-32t I

12/12/2023 Item No.2.

Exhibit A
Local Obligations Maturity Schedule and Redemption Provisions Maturitv Schedule
Maturity Date
(september l) Principnl Anrount Interest Rate
%$
* Term Bonds
Bedernption Provisiotts
Extraordinary Redemption. The Local Obligations are subject to extraotdinary ,"d"*p@niiyFacilitiesDistrictpriortotheirrespectivematuritydates,asa whole or in parl on any inteiest payment date on or after September 1, 201 .. 1, from funds derived by the Com*unity Facilitiis birtri.t from prepayments of the Special Tax, upon mailed notice as provided in the Indenture, at the following redernption prices (computed upon the principal amount of the Local Obligations or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption' to wit:
rc3oh if redeemed on an interest payment date on ol after September' 1, 20L] through March 1, 20[--];
l0Z% if redeemed on an interest payment date on September 1, 20L-] or March 1, 20[_];
l0l% if redeemed o1 an interest payment date on September 1, 20L-] or March 1,20f l; and
rc1% if redeemed on September 1, 20L-] or any interest payment date thereafter. 4 t5?-2732-3211
A-1 Page 300
12/12/2023 Item No.2.
optionalReclenrplqn'Th.Localobligatiorrsar.esubjecttooptional.r.edemptionbythe cornrrunity rucititifffiilt prior to their-respective maturity dates as a whole or in part on any date on or after September 1, 20L-], n.ont i'"Ot derived Uy tltt Community Facilities District from any source ";t;;1il"
,.,"n-rutini*u,.'., ilni.ing Fund iscount Payments deposited in the SinkingFundSubaccountorsuchpttp"y"*"'::-i"lTSpecialTax'uponmailednoticeas provided in the f"a.rurr., at the following redemption- fti"tt (computid upon the principal amount of the Local obligation, o, poriionrih"r"of called io, ,eo"*ption) together with accrued interest thereon to the date fixed for redernptiotr:
|03%if redeemed on any date on or after September. 1,20L] throughAugust 31,20[ l;
t02%ifredeenredonanydatefr.omseptemberl,20[lthroughAugust3l, 20i l;
|[T%ifredeemedonanydatefl.onrSeptemberl,20[]throughAugust3l, 20[ l; and
100%if redeemed on September 1, 20L_] a'd any date thereafter.

The Local
Fund Accoun
obligatto ns maturmg on September 1, 20L-1, are subj ect to mandatory redemption bY the CommurutY Facilities District prior to their maturitY date in Part on September 1 in each of the years 20[-] through 20L--1, both Years inclusive; and the Local Obligations maturing on September 1, 20f l, are subj ect to mandatorY ledenrption bY the Communt ty Facilities District prror to their maturitY date in Part on SePtem ber 1 in each of the Years 20L-] through 20L-1, both Years inciusive, in each case soielY from Minimum Sinking Fund Account PaYments deposited in the Sinking Fund Subaccount, uPon mailed notice as provided in the Indenlure, at a redemption price equal to one hundred Percent (1 00%) of the PrinciPal amount thereof called for redemption together with accrued interest thereon to the date fixed for redemPtion' Minimum sinking Fund Account payments are estabrished for the mandatory redemption and payment of the ioclt oUtigations described in the paragraph above' rlhich payments shall become due during the years ending o,rirr. dales and in fhe uioorntr as set forth in the following schedules (except that if any of rn. ro.ui oltigatio,rs shail have been optionally redeemed or redeemed from property owner prepayments, the lmoynts of the Minimum Sinking Fund Account payments;rrri be reduced ptJp".ii"r",ely by the principal amount of all such Local Obligations so recleemed), namelY:
t
41i2-213)-3)l I
A.-2Page 301
12/12/2023 Item No.2.
ri Maturity
Year
Ending
September I
Minimum
Sinking Fund
Apcourlt BayurE.ut
$
Minimum
Sinking Fund
Accounj Payment
$
Local Oblieation Matur:ing Sqoternbgr l' 20L-J
Year
Endittg
Seotember I
* Maturity
4152-2732-32tt
A-3Page 302
12/12/2023 Item No.2.

Exhibit B
[Forrn of CitY AttorneY OPinion]
[cLosING DATE]
Folsom Ranch Financing AuthoritY
Folsom, California
City of Folsom
Community Facilities District No' 23
(Folsom Ranch)
Folsom, California
Piper Sandler & Co.

S acramento, California
U.S. Bank Trust Company, National Association
Los Angeles, California
Ladies and Gentlemen:

City of Folsom Community Facilities DistrictNo' 23
(Folsom Ranch) lmprovement Area No' 2
Sp Tax Bonds. Series 2024
I have served as counsel to the city of Folsom (the "city")-in connection with the issuance, sale and delivery of the ubou"-r.i.renced securities (collectively' the 'olocal obligations,,) by trre city of Folsom co*-unitv Facilities District No. 23 (Folsom Ranch) (the.,community lacilitils Distri"t"), anJ this letter is being deliveled- pursuant to the Local Obligation Purchase Contract dated as of [Sale Date] (ht "Lotul Obligation Purchase Contract,,), by and between the Folsom Ranch Financing Authority (the *Authority',) and the community Facilities District, and all capitarized terms not otherwise defined he'ein have the ;;;;i;g, ascribed thereto in the Local obligation Purchase contract.

As such counsel, I have examined and am familiar with (i) those documents relating to the "*ir*.",
organization and operation _of trre comrnunity Facirities District, inclnding Resolution No. t$a."ls, aurv-uiopted'by the city on May 26,2020' establishing the cornmunity ra"itiiie, District una a.Jgnlttrg u*ious improvement areas therein, including rmprovement Area No. 2 (the .,Improu.mint Ar"ea"), a'd Resolution No. 1 101 1, duly adopted by the city on March 2s,20)3,wheieby ihe rate and method of apporlionment of the Special Tax for the improvemeut Area *u' u**nded; (ii) Resolution No' L-l of tlie city council approving the issuance of the f-o."i'OUiigutionr, the. issuance o1 the Authority Bonds' the Financi'g po.u*"nt, and the official Stalme't (such resolurions referenced in (i) and (ii), together the "Re;iuliorrr";; (iii) all necessary documentatio' of the Community Facilities District r.elating to the authorization, execution and delivery of the Local obligations and all of rhe Financing Documents; (iv) trr. prJi*inary official Stateme't, dated [PoS Date] (the 4ti2-2732-3211
B-1Page 303
12/12/2023 Item No.2.
.,preliminary official staternent,,) r-elati'g 1o the -Authority Bouds; (v) the official Statement' dated [Sale Date] (the ,,officiar State-r-nznt,,) relaring to the Authority Bo'ds; a'd (vi) the continuing rir.torur" cer.tificate of the commr:nity Facilities District, dated the date hereof (the,.contin,ing ur"ior.,r" celtificate") relating to the Ar-rthority Bonds' Based on the foregoing' I arn of the opinion that:
i.TheCommunityFacilitiesDistrictisacommunityfacilitiesdistrictduly organized and existing pulsuant to th; Mello-Roos Community Facilities Act of 1982' as amended (the "Act"), being Chapter Z^i-,p*t 1, Division 2' Title 5 of the Government Code of the State of California'

2.TheResolutiorrshavebeendulyadoptedalmeeJingsoftheCityCouncil, acting as the legislative lody of trr" co**unity Facllities District, which were called and heid pursuant to law unJ *i*f, ali public ";,i* t"dred by- law and at which a quorum was present andactingthroughout,andtheResolution,^u,"infullforceandeffectandhavenotbeen modified, amended, rescinded or repealed since the date of their respective adoption'

3. The community Facilities District has the full legal right, power and authority ro execute, deliver "19 girmt;'* Jligations and duties under the Financing Documents and the continuing nir"r"r"r" cer-tificate, iucluding the riglrt and power under the Act to execute the Indenture

4. The community Facilities District has complied with-the provisions of applicable law in all matters relating ; 'n:-
transactions cont|mplated by the Financing
Iio"r*"nt, and the Continuing Disclosure Certificate'
5'TheFinancingDocuments;theContinuingDisclosureCertificate;the Letter of Representations of the-d;;rtrv'tlJrltl:t District, dated fSale Date] (the ..CommunityFacilitiesDistrictLetterofRepresenlations"and'togetherwiththeFinancing Documents and the continuing Disclosure certificate, the "community Facilities District Documents,,) and the official Statement have eaclr been duly and lawfully authorized, executed and delivered by the community Facilities District, are lach in full force and effect and' assumingau.auttorinatlon,executionanddeliverybytheotherpartiesthereto'eachconstitutes a legal, varid and binding agreement oii*,. commu'ity Fac'ities Dist'ict enforceable against it in accordance with its terms, subject to tu*, relating tt bankruptcy, insolvency' r'eorganizalion' anangement, fraudulent conveyance, moratoriu,'' u,,d other similu. lu''' relating to or affecting the enforcement of creditot's' rights g.t.t^riv ul9 t9 the application of equitable principles if equitable remedies are sought, to the ;;;;.tr; of judicial discretion in appropriate cases and to the rimitations on regar r.emedi", uguin.i "o**uniiy
facilities districts in tire state of califor'ia'
6'TlrelndentureandtheLocalobligatiorrshalebeendulyandvalidly authorized, sold, executed, authenticated and delivered' as ipplicable' in accordance with the Act and with the Indenture
7'Noappr.oval,consentorauthorizationofanygovernmelltalorpublic agency, authority o. f.rro,i is. required for the execution and deiivery by the Community Facilitiss District of tt. Financing Documents oI the continuing Disclosure certificate or: the 4t52-2732-32t1
R-2Page 304
12/12/2023 Item No.2.
peffolmancebytlreConrnrunityFacilitiesDistr.ictofitsrespectiveobligationsthet.eutrder. 8'Tlreexecutionanddeliver.yoftheFinancirrgDocuntenlsandthe continuing Disclosure cer.tificate uv trr"^Co-rn'niry l'acilities District, and cornplia'ce witl'r the provisions thereof, will rrot conflict witlr or constitute a breach of, or defar"rlt utrder, any instrument relating to the organization, existence or operation of the Community Facilities District, or any comnitment, agreement or other instrument to which the comrnu'ity Facilities District is a party or by which it or- ir, p;;p*rty is bound o' affected, or any ruri'g, regulation, ordinance, resolution, judgment, ora.. J,. a..r". to which the cornmunity Facilities District (or any of its officers iniir.iri"rpective T;;i;;t as such) is subject or any pro-vision of the laws of the State of califomia relating to the community Facilities District and its affairs' g.TheLocalobligationsarevalidandbindingspecialtaxobligationsoftlre community Facilities Distr.ict puvuurL-i** fro"."as of the speciat Tax and rhe other funds provided in tlre Indentule for such puy*.n, u,'d u.. enforceablg in accordance with tlreir terms, subject to bankruptcy, insolveniy, r'eorganization'- alTangement' fiaudulent conveyallce' moratorium and other.similar. laws relating I or affecting "r"Iitorr' rights, to the application of
equitable prirrcipres where equitaut" ,."*"iies ars sought,'to the exercise of judicial discretion i. appropriate cases and io ,rr. limitations on iegal remed-ies against community facilities districts in tlreStateofCalifornia,andtlreternsoftheActandoftheindenture.

10. Based upon my review of the Preliminary officiai statement' and without havi'g undertaken to determine independ-tly.tlt accuracy' completeness or fairness of the statements contained in the preli*rinaly of{icial Statement, nothi'g has come to *y attentron which would lead me to believe rtru, ,# er"ti*irruqy officiai Staternent (excluding rherefrom the financial statements and the statisticai i ah andthe information concerning The Depository Trust Company, the book-entry syste* unJ the appendices the'eto' as to which 'o opinion is expressed) u. or ii, aute and u, or *," aate of the tocat obligation purchase contract coi.rtained any untrue statement of a material fact with respect to thJ com*runity Facilities District or omitted or omits to state any materiar fact with respect to the community Facilities District necessary to make the statement, t'.r.in, in light ofine circumstances under which they were ll,Basecluponmyreviewoftheofficialstatement'andwithouthaving undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come tl *V attention which would lead me to believe that trre officiar Statement r.r"iro*g, therefi'orn the financiai statements and the statistical data and the information concerni,rg ihe Depository T'ust compa'y, the book-e'try system and the appe.dices thereto, u, .o *f';!f' no opinion is expressed) as of its date aud the datehereofcontainedorcontainsanyuntruestatementofamaterial.factwitlrrespecttothe cornmunity ra.ititi.s District or.omiitecl or omits to state any material fact with respect to the community Facilities Distr-ict necessa,'y to rnake the staiements therein, in lighr of the circumstances uncler which they were made, not misleading' lz. Except as may be stated in the Official Statement, there is no actiou' st-tit' proceeding or i'vestigation befo'e ";;;;"y
courl' public board o'body pendi'g ('otice of
wrrich has been served on the city or tt-," co-*unity Faciriries District) or. to n'y ktrorvledge' made, not misleading'
4152-2737-321 |
B-3Page 305
12/12/2023 Item No.2.
threatened wherein an unfavorable decision, ruling or fir'rdirg would: (a) affect the creatron, organization, existenle o. fo*"r, of the City or the Commu*ityiacilities. District' or the titles of their members and officers to their '"rp"oiu.
offrces; or (b) afie.t th-e
-validity,of
the community
Facilities District po"un .*, or restrain or enjoin tl'e 'epuyment of.tire. Llal Obligations or in
arly way contest or affect the validity oitt* community Futititi.r District Documents or contest the authority of tt. iom**nitv Facilities District to enter into or perfo'rn its obligations under anyoftheComm,,,'ityru"iiitiesDistrictDocumentsorunderwhichadeterminationadverseto the city or the com;rnity Facilities District would have a material adverse effect upon the finaneial condition or the revenues ortn" city or the community Facilities District, questions the right of the cornmrinitv euciliti", urtri"t il use the Special rax revied within the Improvement Area for the repaym# or the Local OUligutrons or afiects in any manner the right or ability of the Community Facilities District to-.Jtt"", or pledge the dpecial Tax levied within the Improvement Area for the repayment of the Local Obligations' Very trulY Yollrs'
City AttorneY
4152-2732-321 I
B-4Page 306
12/12/2023 Item No.2.

ATTACHMENT 7

12/12/2023 Item No.2.

Sn'crdling Yocca Carlson & Rauth
Dra/i q/'t I/29/23
$

FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIE S DISTRICT NO.23
(FOLSOM RANCH) IMPROVEMBNT AREA NO. 2

SPECIAL TAX REVENUE BONDS
SERIES 2024

BOND PURCHASE AGREEMENT
,2A24
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 "Autho rity"), which uPon acceptance wilI be binding upon the Underwriter and the AuthoritY' The agreement of the Ilnderwriter to purchase the Bonds (as here inafter defined) is contingent upon the AuthoritY purchasing from the CitY of Folsom CommunitY Facilities District No. 23 (Folsom Ranch) (the "CommunitY Facilities Districf') the Communtty Facilities District's Improvement Area No. 2 I Tax Bonds, Series 2A24 (the "SPecial Tax Bonds") in the aggregate PrinciPal am ount of Specia
and uPon the AuthoritY and the CommunitY Facilities District satisfYing all of the $
obligations imPosed upon them under this Purchase Agreement' This offer is made subject to the AuthoritY's acceptance by the executton of this Purchase Agreement and its deliverY to the Underwriter at or before 8:00 P.M., California time, on the date hereof, and, if not so accePted, will be subj ect to withdrawal bY the Underwriter uPon notice delivered to the Authority at any time Prior to the acceptance hereof bY the AuthoritY. Al1 caPital ized terms used herein, which are not otherwise defined, shall have the meantng provided for such terms in the Trust Agreem ent, dated as of January 7,2A24 $he "Trust Agreement"), bY and among the AuthoritY, U.S. Bank Trust ComPanY, National Association, as trustee (the "Trustee") and the Comm unity Facilities District. The Special Tax Bonds are being issued Pursuant to an Indentut'e dated as of JanuarY 1,2024 |the "District Indenture"), bY and between the ComrnunitY Facilities Disttict and U.S. Bank Trust ComPanY, National Associati on, as trustee (th e "District Trustee") d of the
Subjecttothetermsandconditionsandinrelianceupontherepresentations'warrantiesand agreements set fortlr herein, the Underwriter hereby agrees to purchase from- the Authority and the Authority hereby "g*", ,"'sell to the Underwtit"i att (but not less than all) of the $ ' aggregate principal itount of the Folsom Ranch Financing Authority City of Folsom Colnmuntty Facilities Disrrict No. 23 (Folsom nun"ij irprou.-.nt Aiea No. 2 Special rax Revenue Bonds' 481 8-9829 -4 67 | v3 I 024 667'0 | 4 |

12/12/2023 Item No.2.

Series 2024 (the.oBonds,,), dated the.closing Date (as rrereinafter defi.ed), bearing interest at the rates and maturlng on the dates and in *t i'intlpai amounts set fotth in Exhibit A hereto' The purclrase price for,f.l" fi""at shall be $- ' (being rc}% of the aggregale principal amount thereof [plus/less] [net] original issue 1p..e''rru''tldfio"tttt if S - " -and
less an Underwriter's
discount of $--. From,rr" pr""."6, of trre gonds, th" A;thority_agrees to purchase the Special rax Bonds f** rhe commr"iC e*ilities nistrict pursuant to. th; te'rns of the Local obligation purchase contfact (the ,,Locaiolilg"ii"n Purchase contract"), dated -,2024'
by
andbetweenthecommunityracilitiesDistrictandtheAuthority.

TheBondsshallbesubstantiallyintheformdescribedin,shallbeissuedandsecuredunder the provisions of, ,"0 ,r,"ir u. puyuut. from the Revenues as provided in the Trust Agreetnent' the Official Statemerrt (as hereinaft", O"tin"i), *a ift" Marks-Rooi Local Bond Pooling Act of 1985' as amended, being Article 4, Chapter S, pi'uirion T,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 Resoluti;" N;.
--Folsom
Runch FA (the "Authority Resolution") adopted by the
Governing Board on D""",r'tb", l2 ,zazz. itt"net proceeds of the gonas will be used to purchase the Special Tax Bonds.

TheSpecialTaxBondsshallbesubstantiallyintheformdescribedin,shallbeissuedand secured under the provisions of, uno ,nuii ile payuble from Special rax (as defined in the District indenture) as provided in the District Indenture'
TheSpecial"faxBondsareissuedundertheMello-RoosCommunityFacilitiesActofl9S2, as amended, being chapter 2.5,Partl, Division 2,Titles of the Government code of the State of carifornia (the ,,community Fac'ities oistrict Act"). The issuance of the Special rax Bonds' the preparation und disiri-bution orthe preliminary officiul.stut"*.nt and the Local obligation Purchase contract have been duly authorized by,rr.'ci*v c"uncir_of the city of Folsom (the "city council") acting as the r"g;r;;;i;. body for'the community Fac'ities 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 oiriri"t Indenture, forihe following purposes: (r) finance the acquisition of ceftain public facilities; iz) fund a debt service reserve account; (3) fund capitalized interestto Septemb er r,2024;and (4) iv *-i"r,.' costs of issuance of the Bonds and the Special rax PriortotheacceptanceofthisPurchaseAgreenrentuv.l*I|-"]jl,::.1,.n"'ityshallhave caused to be deliv"r.J',o ,n" Underwriter: (i)"the Letter.of Representations. of the Community Facirities District (the ,.District Letter oi n"ir"."ntations") in substuntially the form set forth in Exhibit B hereto; (i!) a Letter of Representution. of Tri Pointe Homes Holdings, Inc', a Delaware corporation 1.,r.i rJiit;t i" ruurt*tiuily-rr.r" iorr_ot fortt', in Exhibit c herito; (iii) a Letter of Representarions of ;;;;, Homes of cariforn ia, LLC, a california limited riabirity company (,Lennar,,) in substantially the fonn.set rortrl in r*iiuit D hereto; (iv) a Letter of Representations of AG EHC Ir (LEN) cAz,L.p., a p.tu*u.l'ir*ii"o partnership ("Ai Essentiar") in substantially the forrr set forth in E;;;# E, L,"r"ro; ."d"1;i ; Letter of Re^piesentations of Arcadian Improvenrent Company, LLC, aCuiiiorniu linrited f itU'iliy "otpuny
("Arcadian") in substantially the form set
Bonds
forth in Exhibit N hereto
A'TheAuthorityacknowledgesthattheUnderwriterisenteringintothis purchase Agreemenr in reliance on the r"pr"r""*i1n3 u1o agreeT)nTll*:I-lte Authority herein and by the community Facirities District in the District Letter of Representations. and the Authority 2 4 87 8 -9 829 - 4 61 | v 3 I 024 667'0 I 4 1

12/12/2023 Item No.2.
sha' take ail actio, necessary to enforce its rights hereunder for the benefit of the Underwriter and shall imrnediately ";;;fy;;'Underwriter
if it becomes aware that any representation or agreement *.0. UV ,fre Authority herein is incorrect in any material respect' TheAuthorityackrrowledgesandagreesthat:(i).thepurchaseandsaleoftheBondspursuant to this pur"chase agr".-rnt is an lrrn,s-r""-gtr. "or*.iiiur transaction between the Authority a'd the
Underwriter; (ii) in-connection therewiii,""no with the discussions, undertakings and procedures leading up to the consuryrmation of .u"r-, trunruction, the Underwriter is and has been acting solely as principal and is noll",ing as a Municipri aou;."r (as defined in Section 158 of the Securities Exchange Act of l9i;,;r;r"ended) (iiii;;tUnO"'*'it"'has not assumed an advisory orfiduciary responsibility in favor of the Authority, iir. Co,n-rnity Facilities District or the city of Folsom (the ..City,,) witlr respect to the offering "ont"*pruted
hereby or the discussions, undertakings and
procedures leading ihereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority, the Community Facilities District or the City on other marters); and (iv) the Authority, the commrnity Facilities District and the city have consulted their own legal, finan.i"i una other advisors to the exient that they have deemed appropriate' B. pursuant to the authorization of the Authority, the Underwriter has distributed copies of the preliminary official .Statement dated _-,207.i, relating to the Bonds' which' together with the-;;;.;'page, inside to".t pugt *d uppendices thereto is herein called the ,,preliminary official stateinent.,, ey-it, u1""i1unq" oritrir purchase Agreement, the Authority hereby ratifies ,rr" i,r. uv ,t
" underwriter of the'preliminary official Statement, and the Authority agrees to execute a final official statement relating to the Bonds (including any- supplements andlor amendments thereto, the ,,official staiement") which will consist of the Preliminary official Statement with such changes as may U" -ua" ihereto, witir the approvai of Orrick Herrington & Sutcriffe LLp, the community Faciriiies District's and the Ar"rt-hority'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 hlreof. The Authority hereby authorizes the Underwriter to use and promptly Oi.i.ifut., in connection with the offer and sale of the Bonds' the preliminary official Statement, ih" offi.iut 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 Agreernent, the District Indenture, trris purchase Agreement, the Local obrigation purchase contract and ail information contained herein, and ail other documents, certificates and statements fu'risrred by;; ;" beharf of.the Authority, rrre community Facilities District or the city to the underwrit", in connection with the transactions conternpiated by this C.ToassisttheUnderwriterinconrplyingwithSecuritiesandExchange commission Rule l5c2-12(b)(5) (the ,.Rui.;), the community racitities.District wiil 'nderlake for
and on beharf of the Authority pul.suant to the conti'uing Disciosure ceftificate, in the form attached to trre official Statement as Appendix D (the "contiiuing Discrosure certificate"), to provide annual reports and notices of certain "nu,n.rut"d
events. A discription of this undertaking is set lorth
in the prelirninary Oificial Statement ancl will also be set forth in the Official Statement' D.ExceptastheUnderwriterandtlreArrtlroritynayot}terwiseagree,the Ar.rthority will deliver a ,t'r" Underwriter, uitn. offices of Bond Counsel in Sacramettto' California' or at such other location as rnay be rnutually agreed upon by the Underwriter, the Community Facilities District and the Authority, the docurnents hereinaftei rnentioned; and the Authority will deliver to the underwriter through the facilities of The Depository Trr:st Cornpany ("'DTC") in New Purchase Agreement'
3 48't8-9829-467 1v31024667 -01 4l

12/12/2023 Item No.2.
york, New York, the Bonds, in definitive forn-r (all Bonds bearing cuslP numbers)' duly exectrted by the Authority and authenticated by the Trustee in the rnanner provided for in the Trust Agreement and the Bond Law at g:00 a.m. california time, on
-,
2024 (the "Closing Date"), and the
Underwriter will accept such delivery and pay th" pur"hus. ptice of the Bonds as set forth in the first paragraph of this S..ion by wire tiansf.r, ioyuUi" in federal or other immediately available funds (such delivery and payment being herein ,.i"rr.a to as the "Closing")' The.Bonds shall be in fully registered book-entry?orm lwhict tuy be typewritten) and shallbe registered in the name of Cede & Co., as nominee of DTC
ishment I2
A. The Underwriter agrees to make a bona fide public offering of all of the Bonds initiany ar the pubric offering pri"'es (or yields) set fortrr in Exhibit A attached hereto and incorpol.ated herein by'referenc". srbsequent to ihe i'itial.pubric offering, the underwriter reserves the right to crrange the public offeri'g pti'""r (or yields) as ii deems necessary in connection with the marketing of the Bonds, provided that the Unde.writer shall not change the interest rates set forlh in Exhibit A. The Bonds rnay be offered and sold to cefiain dealers ai 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 delivZr 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 Pxnibit M, with such modifications as may be appropriate or necessary' in the reasonable judgrnent of the Underwriter, the Authority and Bond counsel, to accurately reflect, as applicable, the salls 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 lgnd:
may be taken on beharf or rn" Authority by Fierdman, Rolapp & Associates, Inc. (the "Municipal Advisor,,) and any notice or report to be'piovided to the Authority rnay be provided to the Municipal Advisor.

C. Except as otherwise set forth in Exhibit A, the Authority will treat the first price at which l0% ofeach maturity of the Bonds (the "107o test") is sold to the public as the issue price of that maturity (if different inierest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the rox'test). At or promptly.after the execution of this purchase Agreement, the Underwriter shall report to the Authoiity the price or prices at which it has sold to the public "urt',
*utrrity of the Bonds' If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Urrderwriter agrees to promptly..t"poi,'o. the Ar'rthority the prices at which it seils the unsold Bonds of that ,',uirrity to the puuri".- That reporting obligation shall continue, whether or not the Closing Date has occurred, until the l0% test has been satisfied as to the Bonds of that maturity or until all B"onds 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 ol yields, set.forth.i' g*niUit A' except as otherwise set fofth therein. Exhibit A also sets forth" identified undel the column "Hold the offering Price Rule used"' as of the date of this Purchase Agr..,",',.nt, the maturities, if any, of the Bonds for which th'e I 0% test has not been satisfied and for rvhich the Autholity and the Underwriter agree that the restrictions set forth in rhe next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such matuiity as of the sale date as the issue price of that maturity (the "hold- 4 48'1 8-9829 - 4 67 | v 3 I 024667 -{\ I 4 |

12/12/2023 Item No.2.
the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of th" Bonds, tlre Underwriter will neither offer nor sell unsold Bonds of that maturity to uny p"i.on 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:
l. the close of the fifth (5th) business day after the sale date; ot'

2. the date on which the Underwriter has sold at least 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.

The Underwriter shall promptly advise the Authority when it has sold 10% of that maturity of the Boncls to the public at a piice that is no higher than the initial offering price to the public, if that occurs prior to the close of the nfth (5th) business day after the sale date' E. The Underwriter confirms that any seliing 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 williontain language obligating each dealer who is a member of the selling grorplnd each broker-dealer that is a party to such retail distribution agreement, as applicable, to:
it; 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 l0% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public; and (2) comply with the hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter' The AuthJrity acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on: iA) in the event that 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 colrply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreemerit and the related pricing wires; and (B) in the event that a retail distribution agreement was elrployed in connection *ith 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 nrembet' of a sellinggroup, or of any broker-dealer that is a party to a retail distribr"rtion agreement, to cornply with its conespbnding 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:

I . "public" lleans any person Other than an underwriter Or a related parly;

2. ,,underwriter" lreans: (A) any pelson 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 written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds io the public (including a member of a selling group or a party to a retail distributiol agreement participating in the initial sale of the Bonds to the public); 5 4117 8 -9 829 - 4 67 t
"-
3 I 024 667 -(t | 4 |

12/12/2023 Item No.2.

3.apurchaserofanyoftheBondsisa..relatedparty',toan
underwriter if the underwriter and the purchaser are subject, directly or indirectly' to: (A) at least 50% common ou,nership of the voting power or the total value of their stock, if both entities are corporations (including iirect ownership by one corporation.of another); (ii) more than 50o/o common ownership of their capital interests or-profit, inteiests, if both entities are partnerships (including direct ownership by ;;; fartnership of another); or (iii) more thatr 507o common ownership of the value of the outstanding stock of ihe corporation orl the capital interests or profit interests of the partnership, u, uppli.uil", if one entity is a corporation and the other entity is a partnership (including direct owiership 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.
an 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 ihe State of California (the "State"), and formed pursuant to Articles 1 through 4 (commencing with Section 6500) of chapter 5, Division ?, Title 1 of the Government code 1ir," :,rra Act,,), with fulr right, powet and authority: (i) to enter into this purchase Agreemeni, iiii a enter into the Trust Agreement; (iii) to adopt the Authority Resolution authorizing the issuanci 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 ils part iontemplated 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 colleJtively reierred to herein as the "Authorify Documents'" B. By all necessary official action of the Authority, the Authority has duly authorized and approvedir,e execution and derivery 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 underwritir of the preliminary official Statement and the official Statement and, as of the date hereoi such authorizations and upprouals are, in full force and eflbct and have not been amended, modified or rescinded. when'&ecuted and delivered by the parties thereto' the Authority Documents wiu constitute the regally varid and binding obrigations of the Authority enforceable upon the Authority in accordan.. *iti', their respective teims, except as enforcement may be limited by bankruptcy, insoi.rency, reorg anizalion, moratorium or similar laws or equitable principles relating to or affecting creditors' riglrts generally' The Authority has complied' and wiJl at the crosing Date be in .oipliunce in arr resp"ects, with the tenns of the Authority Docurnents that are applicable to the AuthoritY.

C. The information in the Preliminary Official Sratement and in the Official Statement relating to the Authority and the Bonds (other than statements pefiaining to the book-entry system, as to which no view is expressed), does noi contain any untrue statement of a material f'act or onrit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleacling; and, upon delivery and up to and inciuding 25 days afterthe End of the Underwriiing period (as defined in paragraph (D) below), the o{ficial Staternent J
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