12/12/2023 Item No.2.
will be alnerrded and supplemented so as to contain no misstatement of any material fact or omission of any statement n"".rrury to make the staternents contained tlierein, in the light of the circutnstances in wliich such statements were made, not misleading'
D. Up ro and including 25 days after the End of the Underwriting Period (as defined below), the Authority will advise"the Underwriter promptly of any proposal to amend or supplement tt" Ofn"iul Staiement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the underwriter promptly of the institutiol of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the official Statement in connection with the fffering, Jl" o, distribution of the Bonds' As used herein' the term ,,End of the Underwriting Period" ,i.un, the later of such time as: (i) the Bonds -are
delivered to the underwriter; or (ii) the underwriter does not retain, directly or as a member of an underwriting syndicate, un
'unroli bulun". of the Bonds for sate to the public' Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing nate. Any notice delivered pufsuant to.this provision shall be a written notice delivered to the Authority and the city at or prior io the closing Date, and shall specify a date (other than the Closing Date) io be deemed th" "End of the Underwriting Period." E, As of the time of acceptance hereof and as of the closing Date, except as otherwise disclosed in the Official Statement, the Authority is not, and as of the Closing Date' wiil not be, in breach of or in default under any applicable consiitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, lOan agreement, bond, note, resolution, Ordinance, agre€ment or other instrument tO which the Authority is u purty o1^ is otherwise subject; and no event has occurred and is continuing which, with the pu..ug" oitirn. or the giving of noiic", or both, would constitute a default or evsnt of default under uny ,u"f, instrument; wnicn brreach, default or event could have an adverse effect on the Authority,sabilitytoperformitsobligationsundertheAuthorityDocuments;and,asofsuchtimes, except as disclosed in the Official Statement, the authorization, execution and delivery of the Authority Documents and compliance by the Authority with the provisions of each of such agreements or instruments does not and will not conflict with or constitute a breach of or defar-rlt under any applicable constitutional provision, law or administrative rule orregulation of the State or the United States, or any applicable judgment, decree, license, permit' trust agreement' loan agreement, bond, note, ,"*lrtion, ordinance, agreement or other instrument to which the Authority (or any of its officers in their respective "upu"lti",
as such) is subject, or by which it or any of its
properties is bound; nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other sec.urity interest or encumbrance of any nature whatsoever upon any of its assets or priperties or ynd3r the tenns of any such law, regulation or instrument, except as may be provided by the Authority Documents' F. At the time of acceptance hereof there is, and as of the Closing Date, there will be no action, suit, proceeding, inqui.y or ipvestigation, at law or in equity, before or by any court, government agency, public board ortody (collectively and individually, an "Action") pending (notice of which has"been's".ved on the authoriiy; orto thi knowledge of theAuthority threatened, in which any such Action: (i) in any way questions the corporate existence of the Authority or the titles of the officers of the Authority to tlieir respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or detivery of any of the Bonds, or the payment or collection of Revenues (as defined in the Trust Agreernent) or any amounts pledged orto be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the Authority 7 48'l 8-9829 -4 67 1 v 3 / 024 667 -0 I 4 1
12/12/2023 Item No.2.
Docunrents or the cousumntation of the tlarrsactions on the part 9f Jht. Autlrority """::ll1l::
thereby; (iii) contest, G"*"tu.ion of t1.," int.r.rt orr tlre Bor'rds irom federal or stare inconre taxatron or contests the powe*s of the Authority ;ili; ''''uy
tt"lt in any nraterial adverse change relating to
the fina'cial condition of the Authority; or (ivj contests the cornpreteness or accuracy of the preriminary officiar siat".*t or the officiar statement 01 any supprernent or amendment thereto or asserrs that the Preliminary official l;;;"i or the,ojfrcial Statement contained any untrue statement or u *u,.ri;i i;", or omitted to state any material fact required to be stated therein or necessary to make ,ft. ,i*.."nts therein' m tftt tiiht of the circumstances under which they were made, not misleading; and, as of the time'ot att"ptln"" hereof' there is' and as of the Closing Date' there wilr be no t no-wn basis for uny *"ii*,-suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of tliis sentence' G.TheAuthoritywillfurnishsuchinformation,executesuchinstrumentsand take such other action in cooperation with the underwriter and at the expense of the Underwriter as the Underwriter may reasonabry ,."qu"., in ;;d";, (i) to qualifv the Bonds for offer and sare under rhe Blue Sky or other r'"*riti". laws and r.grl^iio", of ru"i',,rtut"s and other jurisdictions of the United states as the Underwriter may o"rrgnu't.; and (iD to determine the erigibility of the Bonds for investment under the laws of such ,tui.r'ona oit"r jurisdictions, and wili use its best efforts to continue such qualifications in effect r;]o";;u 'eq'itld rottt''" distribution of the Bonds' provided; however, that the Authority will not be reqr-Ired.to execute.a special or general consent to service of processorquaiifyasaforeigncorporationinconnectionwithanysuchqualificationinany H.TheAuthorityDocumentsconformastoformandtenortothedescriptions thereof contained in the Official Stut"mtnt' The Authority represents that'the Bonds' when issued' executed and delivered in accordance with the Trust Agreement a'd sold to the underwriter as provided herein, *ilil; u"iiOfy issued unJ'orironding of,ligations of 1!9 {'lhotity' entitled to the benefits of the Trust Agreement. The Trust Agreement creates a valid pledge of the moneys ln ce(ain funds and u""ount, established pursuantlo the Trust Agreemgn]'.uu.i""t in all cases to the provisions of the Trusr Agreement p"r"ri;t,"g ihe application ihereof for the purposes and on the i"r*. and conditions set forth therein'
l'TheAuthorityhasnotbeennotifiedofanylistingor.proposedlistingbythe Internar Revenue Service to the "rr*"ir-,ut
the Authority is a bond issuer wrrose arbitrage
certifications may not be relied upon'
j.AnycertificatesignedbyTyauthorizedofficeroftheAuthorityand delivered to the Underwriter in connectioriwith the issuance and sare of the Bonds sliall be deemed to be a representation uno covenant uy'ir," Authority to the Underw'iter as to the statements nrade tirereirr.
K.TheAuthoritywillapplytheproceedsoftheBondsinaccordancewiththe Trust Agreement.
L.BetweenthedateofthisPurchaseAgreementandtlreClosingDate,tlre Authority win not offer or issue any
^t"nar,
notes or other Lbrigations for borrowed morrey 'ot
previously disclosed to the Underwriter'
jurisdiction.
8 48'7 8-9829'4 6'7 t v 3 I {\24(t6"7 -0 1 4 |
12/12/2023 Item No.2.
M.Untilsuchtimeasmoneyslraveb^een.setasideinanamountsufficienttopay a' then outstanding Bo'ds at maturity ". i" .tr. date of rede'ptiorr if redeemed prior to maturity, plus unpaid interest tie*on "no praniu''t, if any, to rnaturiiy or to the date of r-edemption if redeemed prior to rnaturity, the Authoritf'witi taitt"trutry perfonn and abide by all of the covenants' ,nJ".tut ings and provisions contained in the Trust Agreement' N,ThePreliminaryofficiaistaternentwasdeemedfinalbyadulyauthorized officer of the Authority prior to its del;;t to ttre.Underwriter' except for ihe omission of such infomration as is permitted to be omitteJ in u..ordunce with purugrupl1 (b)(l) of the Rule' The Authority hereby covenants and agrees tf,ut, *i'r'i" seven (?) business iays from the date hereof' or uponreasonablewrittennoticefro,ottttUnderwriterwithinsufficienttimetoaccompanyany confirmation requesting payment t o. uni ***"tt.of the Underwriter' the Authority shall cause a finar printed form of th'ooffrcial Statementto be derivered to the underwriter in sufficientquantity to comply with paragraph (b)(a) of the nuie unO Rules G-l2' G-l 5' G-32 and G-36 of the Municipal Securities Rulemaking Board'
TheAuthorityherebyapprovesthepreparationanddistributionoftheoffrcialstatement, consisting of the p..ii*i*ry oificial stat.,n.nt *iti'r such changes as are noted thereon and as may be made thereto, with the approval of got; Counsel' Disclosure Counsel and the Underwriter' from time to time prior to the Closing Date'
TheAuthorityherebyratifiesanyprior.useofandauthorizesthefutureusebythe underwriter, in connection with tt," ofi#ni una ,ut" or in" Bonds, of the Preliminary official Statement, the Official Statement, this Purchaie Agreement and all infoirnation contained herein' and all other documents, certificates uno *rittrn-rtur"r"an,, furnished by the Authority to the underwriter in connection with the transactions contemplated by this Purchase Agreement' TheexecutionanddeliveryofthisPurclraseAgreementbytheAutlrorityshallconstitutea representati6n to,rr. unJ".*ritert-hatthe rep.esentationi contained in this Section 3 are true as of the date hereof
4. The obligation of the Underwriter
to accept deliverY ofand pay for the Bonds on the Closi ng Date shall be subj ect, atthe oPtion ofthe Underwriter, to the accuracy in all rlaterial respects of the rePresentatton s on the Part of the Authority contained herein and of the CommunitY Facilities District in the District Letter of Representations, to the accuracy in all material resPects of the statements of the officers and other officials of the AuthoritY made in any certificates or otlrer documents furnish ed pursuant to the provisi ons hereof, to the Performance bY the AuthoritY of its obligations to be performed hereunder at or Prtor to the Closing Date and, to the following additional conditions :
A.AttheClosingDate,theAutlrority.Resolution,theComnunityFacilities District Resorution, the Authority Documenis und this pu.chase Agreement, the District Indenture' the Local Obligation purchase conrract, ,n, ip..irr rax Bonds, the bistrict Letter.of Representations and the continuing Discrosure certificate ,t,ltt u" in fu' force and effect, and shall not have been amended, modified or supplemented, ."..p, as may have been agreed to in writing by the Underwriter, and there shall have been tJ"" ln "onn"r,ion therewith, w]th the issuance of the Bonds
and with ttre speciai iu* gondr, und *ith the transactions contemplated thereby, a'd by this Purchase Agreetnent, all such actions u', in'n" opilion of.Bond Counsel' shall be necessary and appropriate. The r*ri agr.el"nent, ttre District Indenture, the Locat obligation Purchase contract' 9 487 8 -9 829 - 4 6'l I t' 3 I Q2 4 661 -0 | 4 |
12/12/2023 Item No.2.
the Special Tax Bonds, the Distr-ict Letter of Representations and the continuing Disclosule Certidcate are herein referred to collectively as the "District Documents." B. At the Closing Date, except as was described in the Preliminary Official Statement, the Author.ity shall not be,ln any respect rnaterial to the transactions refeffed to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Authoriiy is a party or is otherwise subject or bound, and the performance by the Authority of its obligations unde, t[e Authority Docunrents, the Authority Resolution and any other instruments contemplated by any of ,u"h dotu-ents, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, ugln.y or instrumentality of either thereof, or under any applicable couft or administrative decree o-, ordar, or under any loan agreenrent, note, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound,.in any manner that would materially and adversely affect the performance by the Authority of its obiigations under the Autholity Docurnents or the Authority Resolution' C. At the Closing Date, except as described in the Official Statement, the Community Facilities District shall not be, in any respect material to the transactions referred to in the District Letter of Representations or contemplated therein, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division , ug"nJy or instrumentality of either thereof, or under any applicable court or administrative decree oa oid"r,-or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the community Facilities District is a party or is otherwise subject or bound, and the performance by the community Facilities District of its obligations under the Community Facilities District Resoiution, the District Documents, and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, orthe perfor*unc" oi tn. conditions precedent to be perfonned hereunder, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the Urrited States of America, or of any department, division, agency or instrumentality of elth.r thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facillties District is a party or is otherwise subject or bound, in any manner that would materially and adversely affect the peiformance by the community.Facilities District of its obligations undeithe Communiiy Facilitier birtri.t Resolution and the District Documents or the pe.fornlance of the conditions precedent to be performed by the community Facilities District under ih" Co*-unity Facilities District Resolution and tlre District Documents.
D. The infornration contained in the Official Statement is, as of the Closing Date and as of the date of any supplement or amendnrent tliereto pursuant hereto, true and correct in all rnaterial respects and does not, as of the Closing Date or as of the date of any supplement or amendment thereto, contain any untrue slatement of a material fact or omit to state a material fact required to be stated therein or tiecessary to make the statements therein, in the light of the circumstances under which they were Inade, not misleading' 481 8-9 829 -467 I't 3 / A24 667 -0 I 4 |
l0 Page 317
12/12/2023 Item No.2.
E.BetweenthedatehereofandtheClosingDate,-themarketpriceor nrarketability, at tlre initial offering prices set forth on the tou"'pugt-of the official Statement' of the Bonds shall not have been r'aterially adve.sely affected, iri the judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the underwriter to accept deliveiy of u,ra puy fo. the Bonds), by reason of any of the followir-rg:
l. Legislation introduced in or enacted (or resolution passed) by^ the Congress of the United States of lqmerica or recommended to the Congress by the President of the United States, the Department of tn" rieazury, the Internal Revenue Service' or any member of Congress, or favorably reporled for passage to-either Hou.s9 of Congress by any committee of such House to which ,u.r-,l.giiution had L".n i.f"rr"d for consideration, or a decision rendered by a coutt established under Article III of the conrtiiuiion of the United states of America or by the Tax court of the United States of America, of an orJ"r, ruling, regulation (final' temporary or proposed)' press rerease or other form of notice issued *,n"a. uio. In behalf of the Treasury Department of the United states of America or the Internal Revenue Service, with the purpose or effect' directly or indirectly, of imposing federal income iaxation upon such interest as would be received by any owners of the Bonds beyond the extent to which such interest is subiect to taxation as of the date
2. Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decr"e or inJunction issued by any court of competent jurisdiction' or an order' rulilg, regulation (final, temporary or proposed;, piess ielease or othei form of notice issued or nrade by or on behalf of the securities uno r*tttunge co*toitsion, or any other governmental agency having jurisdiction of the subject matter,-t; ;he "effect that obligations of the general character of the Bonds or the Special Tax Bonds, including uny ot all underlying uttung"tents' are not exempt froln registration under or other requirements oFtne Securities Act of 1933, as amended' or that the Trust Agreement or the District Indenture ur" ,r-J "*.-pt
from qualification under or other requirements of
the Trust Agreement Act of 1g3g, as u*"na"a, oi that the issuance, offering or sare of obrigations of the general character of the Bonds ot ift" Special,Tax ^Bonds, including any or ali underlying
arrangements, as contemplated hereby o. by the offrcial Statement or otherwise is or would be in violationofthefederalsecuritieslawsasamendedandthenineffect;
3.AgeneralsuspensionoftradinginsecuritiesontheNewYorkStock Exchange, or a general banking moratorium declared by Feleral' State of New York or State of California olficials authorized to do so;
4,Theintroduction,proposalorenactmentofanyamendmenttothe Federal or california constitution o, unyuction'by any.Federal or california court' legislative body' regulatory body or other authority mutiriuiiy uOu"tt*ly affecting the tax status of t6e Bonds' the Authority or the Co*,'tunity Facilities District, their property' income.' securities (or inte'est thereon), the varidity or enforceability of the Speciar r1x, or the ability of the Autlrority to purchase unySp..iutTaxBondsascontemplatedbytheOfficialStatement; 5'Anyeventoccurring,orinfonnationbecomingknownwhich,inthe judgme't of the Underwriter, ,ouk., un,ru" in atiy material respect any statement or inforrnation contained in the pr.erirninary officiar stui.*"nt or in the officiar 3tatement, or has the effect that the preliminary Officiat Stater;ent or the Official Statement contains any untrue statement of a material fact or omits to state a rnaterial fact required to be stated therein or necessary to make the statetlents tlrerein, in tlre ligfit of the circurnstances under which they were made' not rnisleading; hereof;
4878-91i29-467 1 v 3 1024 66'7'(\1 4 |
1l Page 318
12/12/2023 Item No.2.
6. Any national securities exclrange, the comptroller of the currency, or any other governmental authority, ,hull itpos. as to the Rondi, the Special Tax Bonds or obligations of the general character of the Iionds or the Special Tax Bonds, any material restrictions not now in force, or increase rnaterially those now in force, with respect to the extension of credit by' or the charge to the net capital requirements of, the Underwriter;
7. There shall have occurred any material outbreak or escalation of hostilities or other
"ulurity
or crisis the effect of which on the financial markets of the united states is such as to make i,'i*pi".il"able, in the judgment of the Underwriter, following consultation with the AuthoritY, to sell the Bonds;
8. The filing or threat of an Action described section 3'F hereof or Section M of the District Letter of Representations; or g.Anyproceedingshallhavebeencomnrencedorbethreatenedin
writilg by the Securities and Exchange Commission against the City or the Authority' F. At or prior to the Closing Date, the Underwriter shall have received a counterpart original or lertified copy of the follow-ing documents, in each case satisfactory in form and substance to the Underwriter:
l. The Official Statement, executed on behalf of the Authority by its Treasurer or other authorized officer;
2. The Authority Documents, duly executed and delivered by all parties thereto;
3. The Authority Resolution, together with a certificate of the Secretary of the Authority, dated as of the closing Date, to the effectthat such resolution is a true, correct and complete "opytttn"
resolution duly ad6pted by the Governing Board of the Authority;
4. The community Facilities District Resolution, together with. a certificate dated as of the Closing Date of tfie City Clerk, acting on behalf of the Community Facilities District to the effect that the community Fatilities District Resoh-rtion is a true, correct and complete copy of the one duly adopted by the bity Corn"il, acting as the legislative body of the Community Facilities District;
5. The District Documents duly executed and delivered by all parties thereto;
6. An unqualified approving opinion for the Bonds, dated the closing Date and addressed to the Authority, of Bond couniel, in substantiaily the form included as Appendix E to the Official Statement, together with a letter addressed to the Trustee to the effect that such opinion may be relied upon by the-Trustee to the same extent as if such opinion was addressed to the Trustee;
T.Asupplementalopinionoropinions'datedtheClosingDateand addressed to tlre Underwriter, of Bond Counsel, in substantially the form attached hereto as Exhibit K;
48"1 8 -9829 -461 1 v3 I 024667 -0 I 4 |
12 Page 319
12/12/2023 Item No.2.
S.Acertificate,datedtheClosirrgDateandsignedbytheTreasurer.of trre A*thority or other authorized officer, to the effect that: [) the representations of trre Authority contained herein are true and correct in ail mate'iar respects on and ai of the closing Date with the same effect as if made on the Closing Uut.; iii) to the Lest knowledge of such officer' no event has occurred since the date of the officiai statement which shourd be disclosed in the official Statement for the purpose for which it is to be used or which it is necessaly to.disclose ]hereln in orderto make
the statements and information therein not misleading in any material respect; and (iii) the Authority has compried with ail the agreements a'd satisfied ail the conditions on its part to be performed or satisfied under the Authority Docurnents and the Authority Resorution at or prior to the closing Date; g,AcertiflcatedatedtheClosingDateandsignedbyanauthorized representative of the commu'ity Facirities District or an authorized designee, on behalf of the community Facirities District to the effect that: (i) the representations made by the community Facilities District contained in the District Letter of Representations are true and correct in a]l material respects on and as of the Closing Date with^t* :tT" effect as if made on the Closing Date' provided that any ,"f.r"n"., as to the ni.ii*inury official Statement shall be deemed to be to the officiar statement; iiil a in" best knowreate or such officer, no event has occurred since the date of the official statement which should u" Ji.Jtor"d in the offrcial statement for the purpose for which it is to be used or which it is necess"il; dir.lor. therein in order to make the statements and information therein not misleading in any material respect; and (iii) the community Facilities District has complied with all the agreements and satisfied ali the conditions on its part to be satisfied under the Distiict Documents prior to the Closing Date;
l0.AnopinionoftheCityAttorneyoftheCity,ascounseltothe
Authority, dated the dale of closing and addressed to the underwriter, the Authority' the comrnunity Facilities District, the Trustee and the District Trustee, to the effect that:
(i) 'the Authority is a public body' corporate and politic' duly organized and validry existirrg asaloint fowers authtrity under the raws of the state of california; (ii)TheAuthorityhasfulllegalpowerandlawfulauthorityto
enter into the Authority Documents a'ld to carry out the transactions contemplated under the AuthoritY Documents;
(iii)TheAuthorityResolutionwasdulyadoptedataregula'r
meeting of the governing body of the Authority, wnith was called and held pursuant to law and with allpublicnoticerequiredbylarlandatwhichaquorumwaspresentandactingthroughout'andthe Authority Resolution is in full force and effect and has not been modified, amended' rescinded or repealed since the date of its adoption;
(iv)TheAuthorityDocumentshavebeendulyauthorized,
executed and delivered by the Ruinority'and constitu;.the legal, valid and binding obligations of the Authority "nfor..Jt".uguinrt
the Authority in accorgul:t with their terms' subiect to bankruptcy' insolvency, reorganization, moratoriu* and other similar laws affecting creditors' rights' to the application of equitable principles wy,".. equitable renredies are sought and to the exercise ofjudicial discretion in aPProPriate cases;
(v)Totlrebestknowleclgeofsuchco.unsel,theexecutionand
delivery of the Authority Documents and the offlcial Statement and cornpliance with the provisions 48'l 8-9829'467 I't3 I 024667 -0 I 4 1
13Page 320
12/12/2023 Item No.2.
thereof under the circumstances conternplated trrereby: (a) do not in any rnateriar respect conf'lict with or constitute on the part of the nutilo.ity u Ut"u"f-,.Jf gt default under any agreement or other instrument to which the Authority is a p;;;;;. by which it is bound; and (b) do not and will not iri any *aterial respect or constitutgon the p"it "f
ihe Authority a violation' breach of or default under
anycourtorderorconsentdecreetowhichtheAuthorityissubject; (vi)TheAuthorityDocumentsandtheoff-icialstatementhave
been duly authorized by the Governing Board of it're Authority and executed on its behalf by an authorized officer of the Authority;
(vii)ExceptasmaybestatedintheofficialStatement'thereisno action, suit, proceedilg or investigation before or by any court' public.board or body pending (notice of which has been ,.ri"J on rhe,{utrroriivj or, to tie city ettorney's knowledge, threatened wherein an unfavorable decision, ruling or finoirii would: (u) {f* the creation ' organizarion' existence or powers of the Arth;;t;;rit,.iitt".of it-s"membe.r'und officers to their respective offices; (b) enjoin or restrain the issuance, sale and deliver' "f ift" Bonds, the collection of the Revenues or the pledge thereof; (c) in any way question or uriri "nv of the rights, powers, d,ties or obligatio's of the Authority with respectio it'," Revenues * ,t " *onty' anJassets pledged or to be pledged to pay the principal ol pl.*-i,*' if any, or int"rest on the Bonds; (d) in any way que.stion or affect any aurhority for the irruun." of ii,e Bonds, or the varidity or enforceability of the Bonds; or (e) in any way question o. affect the Authority Docurnents or the transactions contemprated by the Authority Documents, the official staternent, or any activify regarding the Bonds; 1 1 . An opinion of the City Attorney of the .9.i1v' t1*d the date of Closing and addressed to the Underwriter, the Authority, the Community Facilities District, the Trustee and the District Trustee to the effect that:
(i)TheCommunityFacilitiesDistrictisacomtnunityfacilities districtorganizedandexistingpursuanttotheMeilo-RoosComnrurrityFaci]itiesActofl9S2,as amended, being chapter 2.5,Part 1, Division2, Title 5 of the Government code of the State of California;
(ii) The cornmunity Facilities District Resolution has been dr"rly adopted at a rneeting of the c11v !.ounciil.;"g
as th;_legislative body of the community Facilities
Districr, which wasiafied and held prrrr""iioiaw and w]tn ail pubricnorice.required by law and at which a quorum was present and acting throughout, and the conmunity Facirities District Resorution is in fuil force and efiect and has not uJen *#ified, amended, rescinded or repeared since the date of its adoption;
(iii)TheDistrictDocumentsandtheofflcialstatenrenlhavebeen duly and lawfully authorized, executed and delivered by the Community Facilities District ald the District Documenrs constitute ttr. tegJ, nalid and binding obligations of the.community Facilities District enforceable against the cornmu;itt Facilities Distiict in accordance with their terms' subject to bankruptcy, insolvency, reorganization, arrangement' fraudulent conveyance' moratorium and other simirar raws relating to or affecting "reditorl'
rights, to the apprication of equitable principles
where equitable r-emedieire sought, to in" exercise oi;uoi.iul discietion in appropriate cases and to the rimitations on regar remedies uguinrt "o,n,r,unity
facilities districts in the State of califorrria;
48'7 8-9829 -46'1 | t3 I o24667'0 1 4 I
l4Page 321
12/12/2023 Item No.2.
(iv)TheCommurrityFacilitiesDistricthastherightandpower
under the cornmunity Faciriti., prrt.ict Act to execute trie District rndenture a'd no other authorization for the executior.r thereof is requir-ed, and the District rndenture is in full force and eff'ect;
(v) The Special Tax Bonds are valid and binding special tax obrigations of the community lacirities'niriri"t payabre fiom proceeds of the Special rax and the other funds provideJ in the Dirtrirt Indenture foi such puyt"nt and are enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization' arrangement' fraudulent conveyance, moratorium und other similu. tu*. relat'ing to or affecting creditors' rights' to the application of equitable principles_ ttt"r" "quitable
remeJies are sought, to the exercise of judicial
discretion in appropriate cases and to the limitations on regar remedies against community facilities districts in the state of california, and the terms of the community Facirities District Act and of the District Indenture;
(vi)TheDistrictlndentureandtheSpecialTaxBondshavebeen
duly and validly authorized, ,old, "*."uted,
authenticated and delivered in accordance with the
Con,'*unity Facllities District Act and with the District Indentlrre; (vii) Except as may be stated in the official Statement, there is no action, suit, proceeding or investigation before or by any court' public board or body pending (notice of which has been served on the City or the Community ru"itlties District) or, to such counsel's knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existenc. o, po*"rs of the City or the Community Facilities District' or the titles of its members and officers to their-respective offices; or (b) affect the validity of the District Documents or restrain or enjoin the repayment of the special rax Bonds or in any way contest or affect the validity of the District Documents or contesf the authority of the community Facilities District to enter i*" ". p.nrm its oUligutiont underany.of the District Documents or under which a determination adverse to the city or the'com*unity Fa;ilities District wourd have a material adverse affect upon the financiar condition or the ,."u"nu", of the city o. the conrmrnity Facilities District, questions the right of the community Facilities District to use the Special Tax levied within the Improvement Area for the repayment ofltn" special Tax Bonds or affects in any fnanner the right or ability of the cornmunity pu"ii;ties Disrrict t'o coilect or predge the Speciar rax levied within the Improv",nent Area for the repayment of the Special Tax Bonds;
12. A transcript of all proceedings relating to the authorizatiot'I, issuance' sare and delivery of the Bonds and the-'speciar rax Bonds, including copies of the signed rrust Agreement and the District rndenture and certified copies of an resorutions of the city and the Authority relating thereto ;
13. A certificate dated the closing Date from NBs addressed to the Authority, the community Faciliti"s Dirt.i.t arrd the underwrriter to the effect that: (i) the special Tax (after puyr* of pi.iority Administrative Expenses) if cotected in the maximum amounts permitted pursuant to the Rate and Method of Apportionment of special Taxes would generate at least ll0% of the annual debt service payable wiih respect to the Special Tax Bonds in each year' based on such assumptions and qualifications as shall be acceptable to the Underwriter; and (ii) the statements in the prelirninary official Statement and the offi"iut Statetnent provided uv \Bl concerningthe Special tax and the Rate and Method of Appoltionment of the Special Taxes and all information supplied by it for ,r" in the Prelirninu,y Cif;"ial Stater'etrt, as of the date of the 48'7 8-9829 -4 6'l t v3 I 0246ffi -A I 4 |
15Page 322
12/12/2023 Item No.2.
prelinrinary official statement, and iri the officiar Statement, as of the date of the offrcial Statement and as of the closi'g Date, did not and do not contain any untrue statement of a material fact or omtt to state a material fu"t ne"essury in order.to make the statements therein, in light of the circumstances under which they were made' not misleading;;
l4.CertifiedcopiesofthegeneralresolutionoftheTrusteeandDistrict Trustee authorizing th" .*""ution ^"d
dt;;:;""i "in"i""11utnents
by certain officers of the Trustee
and District Trustee, which resorr-rtion authoiizes the executi"" J,rrr Trust Agreement, the District Indenture and the ""ft""ti""'ion
of the gonat and the Special Tax Bonds;
15.AcertificateoftheTrustee'addressedtotheUnderwriter'the Authority and the comiiunity raciritieJlstri"t dat"o,rr" crorlng Date,.to the effect that: (i)the Trustee is authorized to carry out corporate trust powers, uno rt"uo. full power and authority to nerform their respective duties under the Trust Agreement and the District Indenture; (ii) the Trustee is duly authorized ;; ;;;" and deliver trre Trust Agreement and the Disrrict Indenture, to accept the obligations created by the trus e$e;""i.""0 Tt," piriti"t Indenture and to authenticate the Bonds and the special rax Bonds purluant to trre terms of the Trust Agreement and the District Indenture, respectively; (iii) no r",ri.rr, ,Opr*"i "rtfror'utln'ot oi,,t utiion bv anv sovernmental or regulatory uutr.,ority'b#ng jurisdiction'over the Trustee tir'at-t""r* been ob'tainliit ot will be required for the "J;J;#;?;i;;
ri"ra, ", th" sp""iul iu* nonar or the consummation bv the Trustee of the other transactions .ont"nffiJ ro g1, p"rro*"J ty the Trustee in connection with the authentication of the Bonds and the sd;;i Tax Bonds unJ,tr"',u..eptance and nerformance of the obligations created by the. Tru.st ng"t'''*t una
'r''"
piu'li'i"J"niu"; and (ivi to the best of its
knowledge, compliante with tt'," t"'t' of the Trust eg"t'*ni ""J tftt District Indenture will not conflict with, or resurr in a violatio, ";;;;h
or o. ,o-nrtilut. u default under, any loan agreement,
trust agreem"nt, uond, not., ,""olution or any other agreement or instrument to which the Trustee ls a party or by which it is bound, o,. uny"lu*-t, uny rile, regulation' order or decree of any court or governmental ageniy"";-;;& having-jurisdiction ou.. th" Trustee or any of its activities or properties;
16. An opinion of counsel to the Trustee, dated the closing Date' addressed to the Underwriter, tt," Rut',oiiiy anO,tt'," C"***itt Facilities District to the effect that the Trusree is a national banking association dury organir.J"tio "triJly existing under the laws of
the U'ited Stares having full powei;;;-;-;;; quu'tie"J to enter inio' acceot and agree to the provisions of the Trust Agreement unolr.,. pisi'i.i lno"nti,r", *a ,nu, each of'such documents has been duly authorized, executed "rd;;il;;ed
by the T;ste; und' u's"ing due execution and
delivery by rhe other parries thereto, cJn-sii,rr", the regal, nuiia una binding obrigation of the Trustee enforceable in accoidance with its-;;rms' subjeci to bankruptcy' insolvency' reorganlzatlon' moratorium and other laws affecti"g,;;';;f".".*"n, of creditors' iightr in general and except as such enforceabirity may be rimited by;; uifri.urron orrqrirJr" prinJiples if equitable remedies are sought;
tT. A certificate of the Authority dated the Closing Date' in a form acceptable ro Bond co.-rr.,ser and the una".r*rit"r, that the BJnJs are not arbitrage bonds within the meaning of Section r+g "i,1 . Internal Riu.nu. code of 1986, as amended;
18. An opinion of Stradling Ygcca Carlson & Rauth' counsel to the underwriter (,,underwriter,s Coun.er,'i'i",.a tir" JrtJor cioring and addressed to the Underwriter in form and sttbstance acceptable to the Underwriter;
487 8-9829 -467 I v3 /024667-0 I 4 1
l6Page 323
12/12/2023 Item No.2.
l g. A closing certificate of Tri Pointe dated the closing Date, sr-rbstantially in the form attached as Exhibit F hereto;
20. A continr-ring disclosure certificate of Tri Pointe in the fonn attached as Appendix D to the official statement lthe "Tri Pointe continuing Disclosure certificate").
21. An opinion of counsel to Tri Pointe, dated the closing Date and addressed to the Althority and the underwriter, substantially in the form attached as Exhibit I hereto;
22. A closing certificate of Lennar dated the Closing Date, substantially in the form attached as Exhibit G hereto;
23. A continuing disclosure certificate of Lennar in the fonn attached as Appendix D to the official Statement (the'l,ennar continuing Disclosure certificate")'
24. An opinion of counsel to Lennar, dated the closing Date and addressed to the Authority and the underwriter, substantially in the form attached as Exhibit J hereto;
25. A closing certificate of AG Essential dated the Closing Date, substantially in the form attached as Exhibit H hereto;
26. A closing certificate of Arcadian dated the Closing I)ate, substantially in the form attached hereto as Exhibit O;
27. A certificate of the Appraiser, substantially in the form attached hereto as Exhibit L; and
28. Such additional legal opinions, certificates, instruments and other documents as the underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the closing Date, of the rnaterial representations of the Authority contained herein, and of the statements and information contained in the Official Staternent and the due performance or satisfaction by the Authority and the community Facilities District at or prior to the closirrg of all agreements then to be peiformed. and all conditions then to be satisfied by the cornmunity Facilities District and the Authority in connection with the transactions contemplated hereby uni by the District Indenture, the Trust Agreement, and the Official Statement' If the Authoriry shall be unable to sarisfy the conditions to the obligations of the Underwriter to purchase, accept deiivery of and pay forthe Ilonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason perrnittei by this Purcirase Agreenrent, this Purchase Agreement shall tenninate and neither. the Authority nor the Underwrite; shall be under any furlher obligation hereunder, except that the respective obligations of the underwriter and the Authority set forth in Section 6 hereof shall continue in full force and effect' ditions to obl Auth5
A. The obligations of the Authority shall be subject to the satisfaction of the conditions contained i1 Section 4 of this Purchase Agreement' 487 B-9 829 -4 67 t v 3 / 024 667 -0 I 4 |
17 Page 324
12/12/2023 Item No.2.
B. If the Authority shall be unable ro satisfy the conditions to the obligations of the Authority to purchase, accept deliverf of and qly ?t the Special Tax Bonds contained in the Local obligation purchase contract, or if the obligations of the Authority to purchase, accept delivery of and pay for the Special Tax Bonds shall be terminated for any reason pemritted by this purchase Agreement, this purchase Agreement shalr terminate and neither the Authority nor the comrnunity Facirities District shail be under any further obrigation hereunder, except that the obligations of the Authority set forth in Section 6 hereof shail continue in fuil force and eft-ect.
6. Expgnses. Whether or not the transactions contemplated by this Purchase Agreement are consummated, theTnderwriter shall be under no obligation to pay, and the. Authority shall pay onry from the proceeds of the Bonds, or cause the community Facilities District to pay out of the proceeds of the Special Tax Bonds o. uny other legally available funds of the city' the cornmunity Facilities District or the Authority, but onry as th; Authority and such other party providing such services may agfee, all expenses and "osi. of the Authority incident to the perfonnance of its obligations in connection with the authorization, execution, sale and delivery of the Bonds to the Underwriter, in"troinf-*i,t o* limitation, printing "9rf,.initial fees of the Trustee' including fees
and disbursements of their counsel, if any, fees
-and disbursements of Bond co,nsel' Disclosure
Counsel and other p-i.rrionul advisors employed by.the Authority, costs of preparation, printing' signing, transportation, delivery and safekeeping of-the-Bonds and for expenses (included in the expense .o*pon"n,- of the spread) incurred b"y the Underwriter on behalf of the Authority's employees which are incidentai to implementing ihi. Pur"hase Agreement, including' but not limited to, meals, transportation, lodging, and entertainirent of those employees' The Underwriter shall pay all out-of-po.t.t "*frnr* oi tn'" Underwriter, including, without limitation, advertising expenses' the California Debt and Investment Advisory Cornmisiion fee, CUSIP Services Bureau charges' regulatory fees imposed on new securities issuers and any and all other expenses incurred by the underwriter in connection with the public offering and distiibution of the Bonds, including fees of its counsel.
7. Notices. Any notice of other communication to be given to the City or the Authority under this purchar"]gr".-ent may b" giu"n by delivering the same. in writirrg to the City.of Folsom, 50 Natoma Stieet, Folsom, CA, i5630, Attention: linun"t Director; any notice or other communication to f" giv"n to the Underwriter under this purchase Agreement nray be given by delivering the same in ivriting to Piper Sandler & Co, 3626 Fair Oaks Blvd', Suite 100' Sacramento' California 95864,Attention: Dennis McGuire'
g. parties In Interest. This Purchase Agreement is rnade solely for the benefit of the Authority and Underwriter (including any successors or assignees of the Underwriter) and no other personshallacquireorlraveanyrighthereunderorbyviftuehereof.
9. Survival of' Represerrtatir;ns. Th: representations of the Authority under this Pur.chaseag.eemffihavebeendischarged,satisfiedorotherwiserendered void by reason of the closing and regardless of any investigutiont made by or on behalf of the underwriter (or statements aslo the resirlts of such investigations) concerning such representations and statements of the Authority and regardless of delivery of and payment for the Bonds'
10. Execution in Counterpqtls. This Purchase Agreement nray be executed by the parties hereto in separate counterparts, each o|itni.n when so executed and delivered shall be an original' but all such counterparts shall together constitute but one and the same instrument' 487 8-9829' 4 67 1 v3 I 024 667'A | 4 I
t8 Page 325
12/12/2023 Item No.2.
I l. Effective' This Purchase Agre-ement shall become effective and binding upon the respective parties he6 upon the execution-of the accepaun.r i.r.or by the Authority and shalr be ;dlfi;;iorc.ubt" as of the time of such acceptance'
T2.NoFriorAgreenrgnts''ThisPurchaseAgreementsupersedesandreplacesallprior neeotiationr, "gr...66?nd
understan;il; ;;;;-ir'" iunitt ;;t"to in relation to the sale of the nJnas bY the AuthoritY'
13'GoverninqLaw.ThisPurchaseAgreementshallbegovernedbythelawsoftheState of California.
481 8-g82g -461 | v3 I 02466'1 -o t 4 I
t9Page 326
12/12/2023 Item No.2.
14. Effective Date' This Purchase Agreement shall become effective and binding upon the respectin" p.rti"i-ilffiipon the execution of tt,, u"".p,*"" hereof by the Authority and shall il. *f ii and enforceable as of the time of such acceptance' VerY trulY Yours'
PIPER SANDLER & CO,
By:
Its: Authorized Officer
FOLSOM RANCH FINANCING
AUTHORITY
By:
Its: Treasurer
481 8-9 829 -4 61 | I fi24667'0 I 4 I
s-1Page 327
12/12/2023 Item No.2.
EXHIBIT A
FOLSOM RANCH FINANCING AUTHORITY
CITY oF FoLSoM AbMMNNITYT.ACILITIES DISTRICT NO. 23
ool,soM naNcnl IMPROVEMENT AREA No' 2
sPidiel' r'lx nBvENUE BoNDs
SERIES 2024
schedule of Bond Maturities, principal Amounts,lnterest Rates, Yields and rnitial offering Prices
Maturi$
Dde
(Septenfier l)
PrirtciPnl
Amount
Initial
Offerirtg
Price
10% Test
Used
Hold the
Pfice
Offering Rule
Used
Inlerest Rsle Yield
Term Bonds
c Priced to the SePtember l' 20_ oPtional redemPtion date, al -'
cc Priced to the SePtember i ' 20- oPtion al redemPtion date, at -oplionnlRedemption..TheBondsaresubjecttooptionalredemptionbytheAuthorityprtor to their respective maturity dates as a.whole or in part on-uny'du," on olafter september 1' 2a-' from any source "f "".ii"'Uf"
funds "th"; tht; Mini*ut Sinllng Fund Payments and Special Tax prepayments, ar the ;;il;;;; ,.or*ption ;;i;;r i;.;.put.o up{he principal amount of the Bonds or portions thereof ""]iio r".-r"d".piionj tig.tt,., *iti., a""ru"d interest thereon to the date fixed for redemption:
103%ifredeemedonanydateonoraftelSeptemberT,20-throughAugust3T,2a-; 102%ifredeemedonanydatefromseptember:-,za-tlrroughAugust3l'20-; |01%ifrecleemedonanydatefl.omsepternberl,z}-throughAugust3l,20-;and 100% if redeemed on Septemb er 7 'ZA--and
any date thereafter'
ExtraordinaryRedemptionfromPrepuymen.to.fSpecialTaxes'TlreBondsaresubjectto extraordina.y ,"demption by the Authorirv pi", to theii r*o..ii"r nraturity dates' as a whole or in paft on any Inrerest payment Dare on ;; ;il': [March l, 20;;i' t;lely from ftrnds derived frorn the extraordinary redemption of l-o"ut oUil;;;o* fiom Speciui Tu* Prepayments' at the following 48'7 8 -g82g - 46"1 1 I ft24 667'0 1 4 |
A-1Page 328
12/12/2023 Item No.2.
redenrption prices (computed upon. the principal amount of the Bonds or portions thereof called for' redemption) together *iih accrued interest thereon to the date fixed for redemption:
n3%ifredeemedonanlnterestPayrnentDateonorafterSeptemberl,2024througlrMarch 1,20-;
102%if redeerned on an Interest Payment Date on September 7,20-and March 7'20-; l|l%if redeemed on an Interest Payrnent Date on September I'20-and March l'20-; and
100%if redeerned on Septemb er 1,20_and any Interest Payment Date thereafter' Mandatory Sinking Fund Redemption of Bonds' The Bonds maturing on September 1' Z0_ aresubject,o,nunJuiory redemption in puriUy lot on September I of each year commencing september 1,20- , at u ,.dooption price equal to- one hundied percent (100%) of the principal amount thereof called for redemption together with accrued interist thereon to the date fixed for redemption:
t Maturity.
The Bonds maturing on Septernber 1,2}-are subject to mandatory redemption in part on September t of .ur6'-y.ur""o,r,*en"ing September 1,-20--.. , at a redemption price equal to one hundred percent (r 00%) of the principar u*olnt thereof .uil.a for redemption together with accrued interest tirereon to the date fixed for redemption:
Minimum Sinking Fund
PaYment Date
(sePtember 1)
Minimum Sinking Fund
Payment Dute
(SePtember 1)
Bonds
Minimum Sinking Fund PuYment
Bonds
Minimum Sinking Fund PaYment
T Maturity.
Tlre Bonds rnaturing on septernber 1,20-are subject to mandatory redemption in part on September I of each y.ur""onrnlencing September 1,20 , at a redemption price equal to one 4 8'l 8-9829 -467 | fi I A2466'7 -0 I 4 1
A-2Page 329
12/12/2023 Item No.2.
hundr.ed percent (100%) of the principal amount thereof called for redemption together with accrued interest thereon to the date fixed for redernption:
Minimumsinking Fund
PaYment Date
(September 1)
Bonds
Minimum Sinking Fund PaYment
t Maturity.
If the Bonds subject to mandatory redemption are redeemed in part prior to their stated maturity date other than from Minimum Sinking Fund Paymentso the, Minirnum Sinking Fund Payments for such Bonds shall be reduced proportionately by the principal amount of such Bonds so redeemed.
4s7 8-9 829 -4 67 18 I A24667 -0 I 4 |
A-3Page 330
12/12/2023 Item No.2.
EXHIBIT B
FOLSOM RANCH FINANCING AUTHORIT\
CITYoFFoLSoMCOMMUNITYFACILITIESDISTRICTNo,23
(FOLSOM RANCH) IMPROVEMENT AREA NO' 2
SPECIAL TAX REVENUE BONDS
SERIES 2024
LETTER OF REPRESENTATIONS OF THB DISTRICT
,2423
Re: City of Fotsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area
"No'
2 Special Tax Bonds' Series 2a24
Ladies and Gentlemen:
In connection with the proposed offer and sale of the above-referenced bonds (the "Special Tax Bonds,,), the city of Folsom community Facilities District No' 23 (Folsom Ranch) (the ,,community Facititi", Dirt.i.t") hereby represents and covenants to Piper sandler & co'' as underwriter (the "UnJerwriter") of the fotso- Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No' 2 Special Tax Revenue Bonds' Series 2A24 $he "Bonds"), as follows:
A. The City of Folsom (the "City") is duly.organizedand validly existing as a municipal corporation unO
"t",urt",
city under the.Constiiution and laws of the State of California and the Charter and the community Facilities District is a community facilities clistrict organized and existing pursuant to the M"ilo-Roos Community Facilities l:i:f 1982, as amended' being Chapter 2'5' ira* 1, Division 2, Title 5 of the Government Code of the State of California' B. The City has duly authorized the formation of the Comrnunity Facilities District and the establishment of Improvement Area No. 2 therein (the "Improvement Area") and undertaken certain change proceedings relating to the improvement Area pursuant to resolutions and an ordinance dury adoptea f,y the cit councir (coilectively, the "community Facilities District Formation and Cirange Proceedings Resolutions" and, together with Resolution No' authorizing the issuancJ und sale of the Special Tax Bonds, the "Communify Facilities District Resolutions") and the Comrnunity Faciliti.i Dirtri,t Act' The City Council' acting*as Ll: ltg:luliy:
body of the Community Facilities District has d'ly adopted the Cornmunity Facilities District Resolutions, and has caused to be recorded iri the real proper-ty records of the-Courlty of Sacramento' an amended notice orspecial tax rien (the "Amended irotice Lf speciar rax Lien") (the cornmunity Facilities District Formation and change proceedings Resolutions and Amended Notice of Special Tax Lien being collectively referred io herein as tlre "Formation Documents")' Each of the Piper Sandler & Co.
3 626 F air Oaks Boulevard
Sacramento, California 95864
48'7 8-9829 -467 I v 3 I 024667 -0 | 4 I
B-lPage 331
12/12/2023 Item No.2.
Formation Docunrents rernains in full force and effect as of the date hereof and has not been amended.
C. The Cornmunity Facilities District has, and at the Closing Date will have' as the case may be, full legal right, power and authotii,, fil to execute, deliver and perfonn its obligations under the District rndenture, the Trust Agr..,r.,o.rt, ihe contin'ing Discrosure certificate and the Local obligation purchase contract, und to carry out ail transa-ctions conternplated by each of such documents; (ii) to issue, sell and deliver its Special Tax Bonds to the Authority; and (iii) to cany out' give effect to and consummate the transu.,ion, contemplated by the Formation Documents' the District Indenture, trre Trust Agr.",r.ni, tn" Lo"ul obligation purchase contract, the Special rax Bonds, this Letter of Representations, the Continuinf Disclosure Cedificate and the Official Statement.
ThisLetterofRepresentations,theTrustAgreement,theDistrictlndenture,theLocal Obligation purchase Contract, the Special Tax Bonds and the Continuing Disclosure Ceftificate are colle"ctively referred to herein as the "District Documents'" D. The Comrnunity Facilities District has complied, and will at the Closing Date be in compliance in utt mut"riut ,.rp.",r, with the Formation Documents and the District Documents' and immaterial noncompliance by the community racilities District, if any, will not irnpair the ability of the Community Facilities District t" ;;i out, giv.e effect to or consummate the transactions contemplated by the foregoing. From and in"t it "
date of issuance of its Special Tax Bonds' the
Community Facilities pi-strlct will continue to comply with the covenants of the Community Facilities ditttitt contained in the District Documents' E. Except as described in the Preliminary official Statement, the Community Facilities District is not, in uni respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, uny Lo* or adrninistrative rule or regulation of the State of California, the United States of America, or of any department, division' agency or instrumentality of either thereof, or under any appricable court or-administrative decree or order' or under any loan agreement, note, resolution, indenture, contract, agreement or Other inStrument to Which the community Facilities District is a party or is otheiwis=e subject or" bound,.and the performance of its obiigations under the District Documents and compliance with the provisions of each thereof, or the performanceoftheconditionsprecedenttobeperforrnedbytheCommunityFacilitiesDistrict pursuant to trre District Documents, wirl not confllct with or constitute a breach of or default under any applicable law or administrative rri" o, regulation {tt State' the United States of America' or of any department, division, agency or instrunrJntality of either thereoi or under any applicable coutl or adrninistrative decree or order, or under any loan agreement, note, resolution, indenture, contract' agreement or othei instrument to which the iommunity Facilities District is a party or is otherwise subject or bound, in any tllanner that would rnaterially and adversely affect the performance by the community Facilities district oi its ouiig;tions unde, the District Documents or the performance of the conditions precedent to be perfonried by the comrnunity Facirities District pursuant 1o the District Documents.
F. Except as nlay be reclr.rired under the "blue sky" or other securities laws of any jurisdiction, all approvals, consents,.ar.ithorizations, elections and orders of' oL filings or registraiions with, any gou"rn,i-,"ntal authority, board, agency or comrnission having ju'isdictioll which would constitute a co'dition precedent to, or thl Jur.n". of which would matelially adversely affect, the performanc" uy tte community Facilities District of its obligations under the District Docutnents' 48'7 8-9829 -467 1 v3 I 024667 -01 4 I
B-2Page 332
12/12/2023 Item No.2.
have been or will be obtained at the closing Date and are or will be in full fbrce and effect at the Closing Date.
G'TheDistrictDocumentsconformastoformandtenortothedescriptionstlrereof contained in the Preliminary Official Statement'
H.TheSpecialTaxBondsarepayablefro'm'thespecialTax'assetforlhirrtheDistrict rndenture, the levy of *Hi.t, rras been il; anJ vuiidly auihorized pursuanr ro the community Facilities District Act and the Special rax within the Improv.r"* Area will be fixed and levied in an amount which, togerher with other ""ril;;i;
ilnds, is iequired for the paymenr.of the principal of' and interest on, the Special Tax Bonds'*tl"n due'and payable' all as provided in the District Indenrure. The community Fac'ities.District has covenunt"iio lause the Special rax to be levied and collected at the ;;;i;" and in ttre same manner as ordinary ad valorem property taxes' I.TheDistrictlndenturecreatesavalidpledgeof'firstlienuponandsecurityinterest in, the Speciai Tax, and in the moneys ffi; sptciat Tu*lE*a established pursuant to the District Indenture, on the,.r*.1"0 conditions set forth in the District Indenture' J.ExceptasdisclosedinthePreliminaryofficialstatement,thereare,tothebestofthe community ru"'iti"! 6ilt;;;;il*r.ag., "";",ft';:
with outstanding assessment liens against any
of the properlies within the Improv"-.niRr." or which are senior to or on a parity with the special iut r"i.tt.d to in paragraph (H) hereof'
K.TheinformationcontainedinthePreliminaryofficialStatement(otherthan statements therein pertaining to the A",h;r.,,y;;TC and its book-entry systern and under the caption ,,pRoposEn pnopnnry DEVEL.*MET.IT -- property o*n"rrrrip," "-_D_welopnrent Plan and Status of Development"' ((- Develop*tnlpiun of Finanie'i and "CONTINUING DISCLOSURE - The Homebuilders," as to which ,ro u-i*'i' "*p'"s'eo;
does not and shall not contain any untrue or
misleading statemeni-of-a material fact or omit to state any material fact,necessary to make the statements therein, in light of the "i,"u*'ontl'
uno"' *r'itt t*'tJ *ttt mad'et not misleading; and'
upon derivery and up tn-*a including iiJ"v,
^r,:_r 1h.
gnJ oitrr" U'derwriting period (as defined
i' paragraph (L) bJlp";i,ilr: .diiiiui"srur.-"nt wi' be amended and supplernented so as to contarn no :'isstatement of any materiar iu"t.rl.;;;;" ol1:y,:,u,.ment necessary to make the statements contained therein, in the light of the circumstances in which such statements were made' not rnisleading'
L'Uptoandincluding.25daysaftertheEndoftheUnderwritirrgPeriod,the Communiry fu.iliti"-, Oi.iC., *ilf adnir. iir. UnO"r*rit., p,o'"ptly of any proposal to amend or supprement the official Statement and will not effect or consent to any such amendfire't or supplement *ith;;;-1h" .onr"n, of ti" Underwriter, *',i.n consent wili riot be unreasonably withheld. The community Faciliti", olstriri *itt uouire the Underwriter prornptly of the institution of any proceedings known t9.ilbY *';!;;f;*::llli:;* prohibiting or otherwise mateliallv affecting the use or*,. officiar Statement-in connectio" t'liin rn. offering,lare or disrribr-riion of the Bonds. As used herein, trre tenn ..nni'oiirre underwriting period" meins tlre rater of such time as:
(i) the Bonds "r, J;li;;r;d to t'e u"d";;;"r; or (ii) the uiderwriter does not retain' directly or as a member of a' underwriting syndicate, an u*sold balance ;iil" Bonds for sale to the pLrbric' U'ress tlre Underwriter gives notice to the #;;;;; il ";;t unat'*'iti'g Periocl shall be deemed'to be the crosing Date. Any notice deliveied pursuant to this provision shat be a writterr notrce 4 87 8 -L)829 - 4 6'7 I't 3 I l)24 667 -l) I 4 |
B-3Page 333
12/12/2023 Item No.2.
deliver.ed to the city at or prior to the closing Date, and.shall specify a date (other than the closing nui"lto be deemed the ,,Eid of the Urrderwriting Pe'iod." M. There is no action pending (notice of-which has been served on the cornmunity Facilities District or the city) or to the" best knowredge of the cornmunity Facilities District threatened, in which any such action: (i) in any way questions the existence of the community Facilities District or the titres of the oificers of the- city to their respective offices; (ii) affects' contestsorseekstoprohibit,restrainorenjointheissuanceordeliveryoftheBondsortheSpecial Tax Bonds or the payment or collection ofihe Special Tax.or any amounts ple.dged or to be pledged to pay the principat of anO interest on the Speciai Tax Bonds or the Bonds' or in any way contests or affects the validity of the Formation Doc#ents or the District Documents or the consummation of t'e transactions on the part of the co,n,nunity Facirities.Dstrict contemplated thereby; (iii) contests the exemption of i;i;;ri on the nonar ot ih* sp"cial Tax Bonds from federal or State income taxation,asapplicable,orconteststhepowersoftheCityortheComtnunityFacilitiesDistrictwhich may result in any *ur"riut adverse .hung" relating to the financial condition of the Community Facilities District; or (iv) contests the compreteness or accuracy of the Preliminary official statement or any supplement or'umendment thereto ir asserts that the prcliminary officiar statement contained any untrue statement of a material fact or omitted to state any material .fact required to be stated therein or necessary to make the statemants therein, in the rigiit of the circumstances under which they were made, not -isl"ading; and there is no basis for any action' suit' proceeding' inquiry or investigation of the;atu.e descr*ibed in clauses (i) through (iv) of this sentence' N. Any certificate signed on behalf of the community Facilities District by any officer or ernployee of the city authorized to do so shail be deerned a representation by the community Facilities District to the Authority and the Underwriter on behari of itself and the community Facilities District as to the statements made therein'
o'AtorpriortotheClosing,theC.otnmunityFacjlitiesDistrictwillhaveduly authorized, executed und d"liurred the co,rtinuing Disclosure certificate in substantially the fonn attached u, epp"noix D to the official Staternent. Except as discrosed in the preliminary official Statement,thecityhasnotfailedtocomplyinallrespectswithanypreviousunderlakingswith regard to the Rule io fiouia. annual reports'or notices of mareriar events in the last five years' P.TheCommunityFacilitiesDistrictwillapplytheproceedsofitsSpecialTaxBondsin a.BetweenthedateofthePurchaseAgreementanclthedateofClosing,theCommunity Facilities District wiil not offer or issue any bondi notes or other obligations for borrowed money not previously disclosed to the Underwriter
accordance with the District Indenture'
48'7 8 -g 829 -46'1 I v 3 I 02 4 667 -0 | 4 I
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12/12/2023 Item No.2.
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Bond Purchase Agreement by and between the Authority and the underwriter'
CITY OF FOLSOM COMMUNITY FACILITIES
DISTRICT NO. 23 (FOLSOM RANCH)
By:
Finance Director of the City of Folsom
48'1 8-9829 -467 | v 3 1024667 -0 | 4 I
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12/12/2023 Item No.2.
EXHIBIT C
FOLSOM RANCH FINANCING AUTHORITY
CITYoFFoLSoMCOMMUNITYFACILITIESDISTRICTNo.23
(FOLSOM RANCH) IMPROVEMENT AREA NO' 2
SPECIAL TAX REVENUE BONDS
SERIES 2024
LETTER OF RBPRESENTATIONS OF TRI POINTE HOMES HOLDINGS' INC' ,2023
Folsonr Ranch Financing Authority
50 Natoma Sneet
Folsorn, California 95630
City of Folsom Community Facilities DistrictNo' 23
(Folsom Ranch)
50 Natoma Street
Folsom, California 95630
Piper Sandler & Co.
ZSZAPaiT Oaks Boulevard, Suite 100
Sacramento, California 95864
Ladies and Gentlemen:
ReferenceismadetotheFolsomRanchFinancingAuthorityCityofFolsomCommunity Facilities District No. 23 (Folsom nun.f1; lmprovement Area No' 2 Special Tax Revenue Bonds' series 2024 (the"Bonds") and to the Bond Purchase Agreement to be entered into in connection therewith (the "Purchase Agre.*"nt;;. This Letter. of R"ptttentations of Tri Pointe Homes Holdings, Inc. (the "Letter of R"prerentations") is delivered pursuant to the Purchase Agreement' Capitalized terms used and not otirerwise definei herein have ihe meanings ascribed to them in the Purchase Agreement.
Each of the undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the sanre as an authorized officer or representative of rri Pointe Homes Holdings, Inc., a Delaware corporation (the "Developer")' and each of the undersigned' on behalf of the Developer further ceftifies as follows:
L The Developer is a validly existing corporation and in good standing Delaware' is duly registered to transact intrastate business as a foreign corporalion and in good stariding under the laws of the State of California, and ftut ot *if f have allitquisit" corporate 'ight' power and authority:
(i) to execute and d"liue. this Letter of n"pr"r.ntations; (ii). execute and deliver at the Closing the Tri poinre continuing biscrosure certificatef and (iii) to undertake ail of rhe transactions on its part described in the Preliminary Official Statement'
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12/12/2023 Item No.2.
2. As set forth in the prelirninar.y official Statement, the Developer owns certaln property (herein, tt'r" ;'rrop"rty") within Ilnprovellent Area No' 2 (the "Improvement Area") of city of Forsom co,nmunity paciiiti"s Districi No. 23 (Folsorr Ranch) (the "community Facilities District,,). The undersigned, on behalf of the Developer, makes the representations herein with respect to all such ProPertY'
3. Except as disclosed in tlre Preliminary official Statement, to the Actual Knowledge of the Undersignedr, (a) the Developer:."Jitt Rffiiiut"" are not in breach of or in default under any applicable judgment or decree or any loan agreellent, option agreement' development agreement, indentuie, fiscal agent ug.."*"r'1, boni or note (collectively' the "Material Agreements,,) to which the Devefop., oJit, Affiliates are a pafty or otherwise subject, which breach or default could reasonably be expected to muteriatty and adveriely affect the Developer's ability to comprete the deverof*rni or the property as described in the preriminary official Statement or to pay the Special r"* ;;;. proper-ty tto trre extent the responsibility of the Developer or its Affiliates) priorto derinquency unJ oi no.u.nt.nus occurred and is continuingthatwith the passage of time or ;il;g of notice, oiboth' would constitute such a breach or default'
4.TotheActualKnowledgeoftheundersigned,neithertheDeveloper'norTy.?.filt Affiliates is in default on any obligation'to r"puy bo"o*"i.*onty' which default.is reasonably likely to materially and adversely afTect ,ft"'O#foper's ability to complete the development of the Property as described in the Preliminary official Statement or to pay the Special Tax on the Property i* i1.," extent the responsibility of the Developer) prior to delinquency.
5. Except as set forth in the Preliminary Official Statement' no action' Suit' proceeding' inquiry or investigation * tu* o, ln "qrity,
before oi by u.ny court, regulatory agency' public board or body is pending against the Develop., (ri'itt't proper seryic.e of proceis to the Developer having been accornplished) or, to the Actual Knowledge "i t:. Undersigned' is pending against any current Affiliate (with proper service of process to Juch Affiliate having been aicomplished) or to the Actual Knowledge of the undersigned is threatened in writing againsl the Developer or any such Affiliate whicir if successful, is reasonabry likery to materiaily ind udu.rr"ly affect trre Developer's ability to I As used in this Letter of Repr'esenlations' the phrase "Actual Knowledge of the Undcrsig ncd" sball mean, as ofthe date of this Letter of RePresenlations, the actual (as oPPosed to constructive) knorvleclge that the undersigned has or has obtained fi'om obtained from (i) interviews with such current of{icers and responsible cnplo)'ees of the DeveloPer as the undersigned has determincd are likely, in thc ordinary course of theit' resPeclive dulies. to hav e knowledge of lhe malters set for-th in this Lettcr of Representations, and/or (ii) a revierv of such docu ments as the unclersigned determined wel'e reasonably necessary to obtain knorvledge of the matters set forth in this Letter of Representattons' The undersigncd has not cor-rducled any extraotdirrarY inspection or inquirY otlrer llran such inspections or inquiries as are Prud ent and customary jn connection tvith the ordinary coursc of the Dev eloper's current business and operations. The undersigned has not conlacted indi viduals who are no longer enlployed by the DeveloPer
2 ,,Affilirt.', mcans, rvitlr respect to thc Developer. irny other Pcrson: (i) rvho directll'' ol indirectl'v through one or more inlermediaries" is cur|ently controlling. cont|olled by or uncler t:llllt:..^t""'rol rvith the Dcveloper' and (ii) fot' whom informalion, inclrrding financiar inrormition or r:perating data, concerning suc-h pe|son is nraterial 10 potentiar in'esrors in their evaluation of the l'provenrent Area ono inu"rrr.,rr-d..irion rcgarcliag the Bontls (i.e.. inlbrnlation relevant to: (a) the Developer,s,evelopment plans rvitrr respect to its properly and the paynrent.of its Speciai Tax on the proper"ty (to tbe extcnt the responsibility ottrr" u"uilofer) frior io c.tnqu.nJi,-"i lul u,.h.p.,*on" asseri or funds rhal rvould niareria,l' affect rhe Developer,s abirity to o.*iJp iir'properry as a.r.,iiu.a in iti. prerinrinarl,official Sratemenr or ro pay irs Special 'l'ax on lhe Property(totheextenttlreresponsibilit-r,oftheoeu"tup.,;prior.todelinquency)'..Person..meansanindividual.acorpot.ation.a oarinership- a limited liability company. on-orro.,^ion,'n.ioin, stocli iompany' a trust' anl'uninco'poraled organization or a governnrent or. political ,iiiloiui.ion thcLeof. Fo,:-purpori, he'eor,. th.,t.ri'ri "contror'' iincl,ding the terms "controlling''' .,controlled by,, or ..under ao*,r,on control with',) -'.oni, *" possession. direct or indirect, ol the porver to dilect or cause llic direcrion of rhe management and policics "f . p;;;;;;, ruheihe, th'ough lhe ori''ership o1' voting securities' Lry cortract of olherrr'ise.
c-2
481 8 -9829 -4 (t'l I v3 l{)24667 -01 4 I
12/12/2023 Item No.2.
complete the developnrent of the properly as described in the Prelirninaly official Statement ot' to pay the Special fu*'o, uO valorem tax obiigations on its Property (to the t*t"nt the responsibility of ihe Developer) prior to delinquency'
6' As of the Date of tlie Prelinrinary official Statement, to the Actual Knowledge of the Undersigned, the information contaitred therein solely as such information describes the Developer' its Affiliates, ownership of the Property, tt',. Developer's deveiopment p]a.n' the Developer's financing plan, the Developer's lenders, jf ai'ty, und contractual arrangements of the Developer or any Affiriates (incruding, if material to the Deveioper's deveropment pran or the,Developer's financing plan, loans of such Affiliates) as set forit, under the captlons "PROPOSED PROPERTY DEVEL''MENT,, and ,,GONTINUING DISCLosuRE-The Homebuird ers-prior Cantinting Disclosttre contpliance - Tt,i pointn" 1.*"tuoing therefrorn in all cases (a) any information regarding any other property owner or the p'operty o*n"l by a property owner other than the Developer' (b) any information on appraised and market values, and annual special tax rates and ratios' including information regarding the Appraisar Report (as slcl term. is defined in the preliminary olficial Staternent), and (c) any information whiih is identified as having been provided by a source other than the Developer) is true and corect in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statenrents therein, i" ifr. light of tire circumstances under which they were made' not misleading'
7. The Developer covenants that, while the Bonds or any refunding obligations related ther.eto are outstanding, the Deveroper and its Affiliates which it contrors will not bring any action, suit, proceeAing, inqr?ry o' investiiation at law or in equity, before any court' regulatory agency' public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District or the Impl'ovement 4..u, to challerige the adoption of Ordinance No' -
of the
city levying the Special rax witrrin the Improv...rriA."u, to invaridate the community Facilities District, the Improvement Area or any of the Bonds or any refunding bonds related thereto' or to invaridate the speciar tax liens imposed under Section rtis.s of the streets and Highways code based on recordation of the amended notice of special tax rien rerating thereto. The foregoing covenant shall not prevent the Develop". ot uny efitiate i-n any way from bringing any other action' suit or proceeding i.,.ruJing, without'ti*;tution, (a) an action or suit contending that the Special rax has not been levied in accordan"" *ith the meihodologies corrtained in the comrnunity Facilities District,s Rate and Method of Apportionment of Speciar raxes for the rmprovement Area pursuant to which the Special Tax is levied, (b) an action or suit with respect to the application or use of t6e Special rax levied and coilected, or (.t;.nror". the obrigations of the Authority, the city, and/or the District under any agreements amo'g the Develo-p", und its Affiliates' the Authority' the city' and/or the District o'. io .,it.,i.t., the Develfrer or its Affiliates is a party or beneficiary' g. Except as disclosed in the Prelinrinary official Statement, to the Actual Knowledge of the Undersigned, the Developer is ttot aware that any other public debt secured by a tax or assessment on the properly exists or is in the process of being auth-orized or any assessment districts or community facilities districts have been o, ur" in t6e p'otttt of being fonned that include any
9. The Developer has been developing o1 h?., been involved in tlre development of numerous projects ou* un "*,.nd.d
period of time.- tt is likely that the Developer and its Affiliates has been delinquent at one time or another in the paytnent if oa vabrem ploperty taxes' special assessments or special taxes. However, except as disclosedin the Preliminary official Statet'ent' to the Actual Knowledge of the undersignei, neither the Developer nor any current Affiliate is portion of the ProPertY
487 8-9829 -4 67 I Y 3 I 024 667 4 t 4 t
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12/12/2023 Item No.2.
currently in default ili, or in the last fir,e (5) years has ever defaulted to atry material extent in the payment of any ad t,alorent property tu", ,p".iul assessment or special tax on-property owned by the Developer or any ,u"r", nrhriate within-ihe boundaries of a comrrurlity lacilities dis*ict or an assessment district ,ri,t'tin California tha1 (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being conrmenced in a court of law against the delinquent Developer or Affiliate' l0.TheDeveloperintendstocomplywiththeprovisionoftheMello-RoosComnrunity Facilities District Acr of 1gg2, as un,.nc"Jl relating to ihe Notice of Speciar rax described in Gover'ment code Sectiorr 5334r.5 in connection wittr ttre sale of the property, or po'tions thereof' 1L To the Actual Knowledge of the undersigned, the Developer is able to pay its bills as they becom. ou" uJn" l"g.r pro"e"ding, ur" p*alng iguinrt the Developer (with proper service of process to the il;i;p;; having beJn accomptistt"J; o', to the Actual Knowledge of the Undersigned, threatenei in writifi in which the Developer may Ot 1di{lllted as bankrupt or
discharged from any arrd all of its debts or obligations' 9r granted an extension of tirne to pay its debts or obrigations, or be allowed a ,"".gr"iz"e or.readjuit its debts, or be sr'rbject to control or ,up.*ition olthe Federal Deposit Insurance Corporation' 12'TotheActualKnowledgeoftheUndersigned,AffiliatesoftheDeveloperareableto pay their birs as they become dueand no i"gut proceedings are pending againsr any Affiliates of the Developer (with proper service of pro"..."to such Affiliate having bt"''t u"totplished) or to the Actual Knowledge of the Undersigned, ihr"aten"d in writing in which the Affiliates of the Developer may be adjudicated * Uunt .upt oiAi."f',u.;Jft"; arly or il of thtit debts or obligations' or granted an extensio' of time to pay their debts oiottlgationr, o' be allowed to reorganize or readjust their debts or obligations, or be subject to contri or supervision of the Federal Deposit Insurance
13. If between the date hereof and the closing Date any event relating to or affecting the Developer, its Affrliates, owncrsnip oi tf't. Property,- the Developer's development plan' the Developer's fina'cing plan, the O"u.toi".;, trndttt, if uny, and contractual arrangements of the Deveroper or any airiru,., (includingiii materiar io the-Deveroper's deveropme't plan or the Developer,s financing plan, loans of ,u"h Affiliates) shall occur of which the undersigned lras actual knowredge ano whicfrtire undersigned believes would cause the information r-rnder the sections of the preliminary Official Statement indicated in rurugrupt' 6 hereof (and subject to the limitations and exclusions contained in paragraph 6 of the Letter of Representatio's), to contain an untrue statement of a material fact or to omit to state a materiar fact necessary to nrake the statements therein, in the light of the cir.cumstances under which they were made, not misleading, the uridersigned shall notify the city and the unJerwriter and if in the opiniorr of counsel to the city or the Underwriter such event requires the preparation and pubiication of a supplement or amendment to the Prelirninary officia| Statement, the Developer shall reasonably cooperate with the City in the preparation of an amendment o, ,uppi"*ent to *" pr"timinary official
-statement
in forrn and substance reasonably
satisfactory to counsel to the City and to the Underwriter' l4.TheDeveloperagreestodeliveraClosingCertificatedatedthedateofissuatrceofthe Bonds at the time of issrun"e Jt tt.,. Bonds in substaniia'y the fonn atrached as Exhibit F to the Corporation
Purchase Agreement
4878-9829-16 7 t I N2466'7 -0 t 4 |
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12/12/2023 Item No.2.
l5.TheDeveloperagreestodelivertheTriPointeContinuingDisclosureCertificateat trre time of issuance orrn. Bonds"in substantiaily the fo'n attached as Appendix D to the Preliminary Official Statement.
16. On behalf of the Developer, I have reviewed the contents of this Letter of Representations and have met *itt, .ounJ"l io the Developer for the purpose of discussing the meaning of its contents'
TheundersignedhasexecutedthisLetterofRepresentationssolelyinhisorhercapacityas an officer or authorized representatin" orinl;;;"r"p"i and he or she will have no personal liability arising from or relating to this Letter of Representattons' TRI POINTE HOMES HOLDINGS,INC.
a Delaware corPoration
By
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12/12/2023 Item No.2.
EXHIBIT D
FOLSOM RANCH FINANCING AUTHORITY
CITYoFFoLSovTcovTiuTUNITYFACILITIESDISTRICTNo.23
(FOLSOM RANCH) TMPROVEMENT AREA NO' 2
SPECTAL TAX REVENUE BONDS
SERIES 2024
LETTER0FREPRESENTATIONSoFLENNARH0MESoFCALIF0RNIA,LLC
_,2023
Folsorn Ranch Financing Authority
50 Natoma Street
Folsom, California 95630
City of Folsom Community Facilities District No' 23
(Folsom Ranch)
50 Natoma Street
Folsom, California 95630
Piper Sandler & Co'
ZOZOPaiT Oaks Boulevard, Suite 100
Sacramento, California 95864
Ladies and Gentlemen
ReferenceismadetotheFolsomRarrchFinancingAuthorityCityoflolsomCommunity Facilities District No. 23 (Folsonr Rancn;-tmprovement Area No' 2 Special Tax Revenue Bonds' series 2024 (the..Bonds,,) and to the Bond iurchase Agreement to be entered into in connection therewith (the "Purchase Agreement"f tni, ttttt.if Rtp'"'entations of Lennar Homes of california, LLC (the "Letter of R"pr"s"ntations") is delivered pursuant to the Purchase Agreement' Capitalized terms used and not otherwise iefined herein have tite meanings ascribed to them in the Purchase Agreement.
Each of the undersigned certifies that he or she is familiar with the facts herein certified and is authorized and quarified to certify the same as an authorized officer or representative of Lennar Honres of californi a,LLC,a California limited liability company (the "Developer")' and each of the u*J.rrign.d, on behalf of the Developer furlher certifies as follows:
i. The Developer is a validly existing ljm.ited liability company in good standing under trre raws of the State of california, and has o. *itt have alr requisite corporate right, power and authority: (i) to execut. und deliver this Letter of Representations; (ii) execute and deliver at the Closing the Lennar Continuing nlr"torul C.,ltificate; and (iii) to undertake all of the transactions on its paridescribed in the Prelirninary Official Statement' 4s78-9829-467 I v31024667-0 I "l t
D-1Page 341
12/12/2023 Item No.2.
Z. As set forth in the preliniinary Official Staternetrt, the Developer owrls or has atr oprion to purchase certain property (herein, the "Property") within lrnprovement Area No' 2 (the ,,Improvement Area,,) of city of Folsom commuriity Facilities District No. 23 (Folsom Ranch) (the o,Community Facilities Disirict"). The unde'signed, o' behalf of the Developer, makes the representations herein with respect to all such Property'
3. Except as disclosed in the Preliminary Ofhcial Statement, to the Actual Knowledge of tlre uno"rrig".Jt, (a) the Developer and its Affiliatesa are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreen'lent' development agreement, indentr.rie, fiscal agent agreement, UonA or note (collectively' the "Material Agreements,,) to which the Develop., o,iit, Affiliates are a party or otherwise subject, wliich breach or default could reasonably be expected to materially and adversely affect the Developer's ability to complete the develop*eni of thaProperty as described in the Prelirninary Official Statement or to pay the Special ta* in the propertv (to tr.te extent the responsibility of the Developer or its Affiliates) prior to delinquency and (b) no
"u"ni.ttus
occurred and is continuing that with the passage of time or iiuing of notice, or both, would constitute such a breach or defatrlt'
4. To the Actual Knowledge of the Undersigned, neither the Developer' nor ?ly.:.f ilt Affiliates is in default on any obligationl rcpay borrowed money, which def'ault-is reasonably likely to materially and adversely affect the Developer's ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Tax on the Property (to it,e extent the responsibility of the Developer) prior to delinquency
5. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before oi by u.ny court, regulatory agency'? public board or body is pending against the Developer (with proper seryice of process to the Developer having been accolnplished) or, to the Actual Knowledge of 1!? Undersigned, is pending.against any curent Affiliate (with proper service of process to Juch Affiliate having been accomplished) or to the Actual I(nowledge of the undersigned is tbreatened in writing againsi the Developer or any such Affiliate which if successfut, i, 1..urinubly likely to materially und uau"rsely affect the Developer's ability to 3 As used in this Letler of Representations, the phrase "Actual Knowledge of the Untlersigned" shall mean. as of the date of this Letter ol RePresentations, the actual (as oPPosed to con structive) knorvledge that the undersigned has or has obtained from obtained from (i) inlerviervs rvith sr-rch current officers and responsible employees of the Developer as the undersigned has determined are likely, in the ordinary course of their resPective dulies, to have knowledge of the matters set forth in this Letter of Representations, and/or (ii) a review of such documents as the undersigned detel'nrined wel'e reason abl1, n...ttot, to oblain knorvledge of the matters set forth in this Letter of RePresentati ons. The undersigned has not cond ucted any extraordinarl' inspection or inquirY oiher than such inspections or inqu iries as are prudent and cuslomarl' in connection rvith the ordinary course ol thc Developer's current business and oPerations' The undersigned has not contacted individuals rvho are no lon-qer employed by thc Developet'
+'.,orr,.o,...'means, rvith respect to the Developer, any othel Person: (i) rvho directly' or indirectll'throrrgh one or lrore inter.mediaries. is currcntly connolling, controlled by or under common control with the Developer'- and (ii) for rvhom inibrmation. including financial inlbrmition o, op.ro,ing data, concerning such Pelson is rnaterial to potential itlvestors in their evaluation of tlre lmprovement Area and i'vestment-d..irion regarding the Bonrls (i.c.- infolmation relevant to: (a) the Dc'eloper's clevelopmenl plans rvith respect to its Property and the.PaYment.of its special rax on the Propcrtl'(to the cxtent the responsibility of the Developer) prior to detinquencj; oi tul s'cb. Ferson's assel; or funcls that rvould matet'ially affect the De*eloper's ability to develop its property as described in irre preliminary official Statenrenl or to pay its special 'lax on thc Propg{y (to the extent the responsibi}jty of th9 Developer) prior to deljnquency). ..':'::."' T:i::l.1'^:11i\i,0,ai.
a corporalion' a
partner.ship. a limited liability company- an associalion-'o.ioint stock iompanlr- 0 tlust' any unincolporated olganizalion or a go'ern,nerlt or political ,ruaiuirion tl.,.reof. rol. purpor., hereof'. the .term "control" (including the tet'ms "controlling-" ..co,lrolled b),., or.,unde,l"o'r,n,on control with") rr,!a,is th. porrr.iion. dircc! or indilect. of the porvcr to direct or cause 1hc clir.ection of the nranagelncut and policies of a person, \,heiher through the orvnership ol'voling secu|ilits" b)' corrtracl or otherrvise.
4 8 78-9829-46 7 1 t' 3 I 024667 -0 1 4 1
D-2Page 342
12/12/2023 Item No.2.
complete the deveropment or the properry as described in trre prerirninary official statement or to pay the Special Tax or ad valorem tax obiigations on its Property (to the extent tlte responsibility of the Developer) prior to delinquency'
6. As of the Date of the preliminary Official Statement, to the Actual Knowledge of the undersigned, the information contained therein solely as such information describes the Developer' its Affiliates, ownership of the Property, the Developer's development pJan, the Developer''s financing plan, the n"uriop".'s lenderi, if uny, and contractual arrangements of the Developer or any Affiliates (including, if material to the D.u.iop"r's development ptan or the Developer's financing plan, loans of ,uci Affiliates) as set forin under the captions "PROPOSED PROPERTY DEVELOPMENT" ANd ..CONTINUING DISCLOSURE-ThC HONTCbUiIdCTS-PTiOT CONtiNUiNg Disclosure Contpliance - Lennay Honles" (excluding therefrom in all cases (a) any information regarding any other property owner or the property owned by a properly owner other than the Developer, (b) any infoirnation on appraised and market values, and annual special tax rates and ratios, including iniormation regarding the Appraisal Re.port (as such term is defined in the preriminary official statement), and (c) uny ;nror*ution whiclr is identified as having been provided by a source other than the Develop..) i, true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not rnisleading'
7. The Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Affiliates which it controls will not bring any action, suit, proceeAing, inquT.y or inveSigation at law or in equity, before any court' regulatory agency' pubric board or body, that in any way seeks to chailenge or overturn the formation of trre community Facilities District o, i6" Improv"ment Area, to challe{e the adoption of Ordinance No' --
of the
city levying the Special rax within the Improv...niAr"u, to invalidate the community Facilities District, the Improvement Area or any of the Bonds or any refunding bonds related thereto' or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways code based on recordation of the amended notice of special tax lien relating thereto' The foregoing covenant shall not prevent the Developer or any Afiliate in any way fiom bringing any otheraction, suit or proceeding inrtualng, without ii*itution, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the cornmunity Facilities District's Rate and Method of Apportionment of Special raxes for the lmprovement Area pursuant to which the Speciar Tax is levied,-1b; an action oisuit with respect to the apprication or use of the special Tax levied and collected, or (c) to enforce the obligations of the Authority' the city' and/or the District under any agreements among the Developer and its Affiliates, the Authority, the city, and/or the District or to which the Developer or its Affiliates is a party or beneficiary' g. Except as disclosed in the Preliminary Olficial Statement, to the Actual Knowledge of the UndersigneOl*" Developer is not aware tlrat any other public debt secured by a tax or assessment on the property exists or is in the process of being authorized or any assessment districts or community facilities districts have been oi ur" in the process of being formed that include a'y portion of the ProPedY.
g. The Developer has been developing or h1s been involved in the development of numerous projects over an extended period of time.- It is likely that the Developer and its Affiliates has been delinquent at one time or another in the paynrent of oa valoretn property taxes, special assessrn€nts or special taxes. However, except as disclosed in the Prelilninary official statement' to the Actual 1qno*t.Jg. of the Undersigned, neither the Developer nor any current Affiliate is 487 8 -9 829 - 4 6'7 t v 3 I 024 6(t7 -0 | 4 I
D-3Page 343
12/12/2023 Item No.2.
currentry in def.ault in, or in the rast five (5) years has ever defaurted to any materiar extent in the payment of any ad t,alorent property tax, special assessmentcr special tax on property owned by the Developer or any ,u"r, nrhriate withi' i6e boundaries of a cornmunity facilities district or an assessment district witlrin california that (a) caused a draw on a reserve fund relating to such assessment district or corrlmunity facilities district financing or (b) resulted in a foreclosure action being colnnrenced in a court of law against the delinquent Developer or Affiliate'
10. The Developer intends to cornply with the provision of the ir4ello-Roos Community Facilities District Act of 1982, as amended, ,lluting to th" Notice of Special Tax described i.
Government code section 5334L5 in conrrection with-the sale of the property, or portio's thereof' 1 l. To the Actual Knowledge of the undersigned, the Developer is able to pay its bills as they becom" du" o.rJno f.gul pro.".din!t "." p*Ai"g igainst the Developer (with proper service of process to the O"u"iop"i having b"Jn u""otplisheJ; or, to the Actual Knowledge of the Undersigned, threatenea in w.iting in wl]i"tr the Deveioper may be adjudicated as bankrupt or dischargedfi.omanyandallofits-debtsorobligations'orgrantedanextensionoftimetopayits debts or obligations, or be allowed to ,"orguniz! or.readjuit its debts, or be subject to control or supervision oithe Federal Deposit Insurance Corporation' rz. To the Actual Knowledge of the Undersigned, Affiliates of the Developer are able.to pay their bills as tt,.y U""o*e due and io i"guf proceedii.gs are pending against any Affiliates of the Deveroper (with proper service of process io ,u.h Affiriate having been accomplished) or to the Actual Knowledge oith. Undersigned, threatened in writing in which trre Affiliates of the Developer may be adjudicated * uunt .up, or-air.#g.Jrr"* any or it of th.ir debts or obrigations, or granted an extension of time to pay their debts or-olfigution., o, be ailowed to reorganize or readjust their debts or obligations, or be subject to contro'i or supervision of the Federar Deposit Insurance
13. If between the date hereof and the Closing Date any event relating to or affecting the Developer, its Affiliates, ownersftip of if't" Property,- the Developer's development plan' the Developer,s financing plan, the Oru.top.i;, l*nd.rr, ii uny, and contractual arrangements of the Developer or any aifJiur", (includingi if material to the Developer's development plan or the Developer,s financing plan, loans of srch Affiliates) shall occur of which the undersigned has actual knowredge and which"tie undersigned berieves wourd cause the infornration under the sections of tlie preriminary official Staternent indicated-in paragraph 6 hereof (and subjecr to rhe rimitations and exclusions contained in-rurugruph 6 of the Letter of Representations), to contain an untrue staiement of a material fact or to omit to state a material fact necessary to make the statements therein' i' the right of the circunrstances under which they were made, not misreading, the undersigned shall notify the city and the U'derwriter and if in the opinior of counser to the city or the underwriter suclr event sequires the preparation unO pubii"ution of a supplement ot amendment to tlte Preliririnary official statement, the Developer slrall reasonably cooperate with the city in the preparation of an amendment o. ,rppi.rent to ihe prerirninary officiar
'staternent irr form and substance reasonably
satisfactory to counsel to the City and to the Underwriter'
14. The Developer agrees to deliver a Closing Cerlificate dated the date of issuance olthe Bo'ds at the tirne of issuance of the Bonds in substanliaily the form attached as Exhibit F to the Corporation
Purchase Agreement.
487 8 -9829 -461 1 v 3 I 024667'0 | 4 |
D-4Page 344
12/12/2023 Item No.2.
l5.TheDeveloperagreestodelivertheTriPointeContinuingDisclosureCerlificateat tlre time of issuance of the Bonds in substantia'y the form attached as Appendix D to the Preliminary
16. On behalf of the Developer, I have reviewed the contents of this Letter of Representations and have met with counser io the Developer for the purpose of discussing the meaning of its contents.
The undersigned has executed this Letter of Representations solely in his or her capacity as an officer or autl-rorized representative ofine o.u.rop"iand he or she will have no personal liability "riri"g ft"t" or relating to ihis Letter of Representations'
LENNAR HOMES OF CALIFORNIA' LLC
a California limited liability company
Official Statement.
By
4 81 8 -9829 -467 1 v 3 I 024667 -0 | 4 |
D-5Page 345
12/12/2023 Item No.2.
EXHIBIT E
FOLSOM RANCH FINANCING AUTHORITY
CITYoFFoLSoMCOMMUNITYFACILITIESDISTRICTNo.23
(FOLSOM RANCH) IMPROVEMENT AREA NO' 2
SPECIAL TAX REVENUE BONDS
SBRIES 2024
LETTERoFREPRESENTATIONSoFAGEHCII(LEN)CA2'L.P.
,2023
Folsom Ranch Financing AuthoritY
50 Natoma Street
Folsom, California 95630
City of Folsom Community Facilities District No' 23
(Folsom Ranch)
50 Natoma Street
Folsom, California 95630
Piper Sandler & Co.
36ZAPair Oaks Boulevard, Suite 100
Sacramento, California 95864
Ladies and Gentlemen:
Official Statement.
ReferenceismadetotheFolsomRanchFinancingAuthorityCityofFolsomCommunity Facilities District No. 23 (Folsom Ranch) Improvement Area No' 2 Special Tax Revenue Bonds' Series 2024 (the,,Bonds") and tO the Bond Purchase Agreement to be entered into in connection therewith (the ,,purchase Agreement"). This Letter of Representations of AG EHc II (LEN) cA 2' L,p. (the "Letter oi n"[r".entatio.ns") is delivered. pursuant to the Purchase Agreement' capitalized terms ,r"a una not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.
The undersigned certifies that he or she is farniliar with the facts herein certified and is authorized and qualified to certify the same as the manager of an authorized agent of AG EHC II (LEN) CA 2, LP., a Delaware iimited fa,tnership (the "Landowner")' and the undersigned' on behulf of the Landowner, further ceftifies as follows:
l.TheLarrdownerisalimitedpartnershipvalidlyexistingandin.goodstanding.asa rimited partnership under the raws of the state of Derawarc and is dury registered to transact business in the state of carifornia as a foreign tinriteo parlnership and is iri good standing in the State of California and has all requisite right, power and authority: (i) to execute and deliver this Letter of Represerrtations; unoiiijio uno.rLke ail of the rransacriorls on its part described in the Preliminary z. As ser forth in the preliminary official Statement, certain property ryjti" Irnprovemerrt Area No. 2 (trre ,,Improre*ent ArLa") of trre city of Forsom community Facilities 48i 8-9829 -467 | I I A24 667 4 1 4 |
E-lPage 346
12/12/2023 Item No.2.
I
District No. 23 (Forso'r Ranch) (rhe ,,c_ommunity Fac'ities District") is rrerd in the name of the Landowner (herein tlre ..Property,,).
'.I,e unoersigned, on. behalf of the Landowner, makes the representation, t.,"r.in *itt, r"ip".ito all such Property owned by Landowner'
3.Asofthedatethereof,thePreliminaryofficialStatement'solelywithrespectto information contained therein *ittt '"spttt
to the Landowner and ownership of the Property by
Landowner as set r*1t'rnar. tlie captionllpRopOSpD PR9PERTY DEVELOPMENT-Property ownership_ rn, Li-iu"*i stru"turu" ir't.u"lnJ correct in an material respects and did not contatn any untrue rru,"'',,.ni'oi a rnaterial fact or omit to state a material faci necessary to make the statements there in, in the light of tire ";."u,n"*"es
under which they were made' not misleading'
4. The Landowner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Landowner wili not bring any action' suit'. proceeding' inquiry or investigation at law or-in equity, befo.e any-"oura, r"gut-utory ug"n"y, public board or body' that in any way seeks to challenge o,. o.,n.,tr.i'if',.-iottutlon of tnJ Colnmunity Facilities District' to cha'enge the adoption oiordinun".'No.'-
-
of th.e city levying Special Taxes within the
Community racirities oiriri.t, to invalidate the dmmunity Fa;ilities District or any of the Bonds or any refunding uonas related thereto, or to invalidate the special tax liens imposed under section31l5.5 0f rhe Streets and Highwl;r-a"J; based.on r""*dution of the amended notice of special tax lien ,"t";;;g ,h;r"a.
'',"
f;;;g",;g tovenant shall not prevent the Landowner in any way from bringing any oitti, u.t;on, suit or p-t'?*L?l"g including' witntut limitatio.n' (a) an action or suit contending that the Special T1*".:.hale not bJen levied'in ac"o'dance with the methodologies contained i' the cornin*nity Facilities District's Rate and Method of Apportionment of Special Taxes pursuant to which the,special T^*t' are levied' ot iUj an action oiiu;t with respect to the application or use oitn" Speciaf Taxes levied and collected' 5,Exceptas,disc]osedinthePreliminaryofficialstatement,theLandownerisnot aware that any other public debt secured by a tax or assessment on the property exists or is in the process of being authorized or any assessnrent districts or community facilities districts have been or are in the process "iU.lng
formei that include any portion of the Property'
6'Totheurrdersigned,sactualknowledge,theLandownerhasnotbeendelinquentto any nrateriat .*t"nt'in ,n* puy,i"nt of any ad valorem property tax, special assessment or special tax on properry owned by rhe L1!9o*.n.r *r,rri, iir" u"""o.ii.r tr a community facirities districr or an assessment district within carifornia that fa) wourd-have caused a draw on a reserve fund relating to such assessmenr district or commrni,i'r)7iriii. ar.tri"t financing or (b) resulted in a foreclosure action being cornnrenced against the Landowner'
TheundersignedhasexecutedthisLetterofRepresentationssolelyinhisorhercapacityas the rnanager of rhe i'thorized agent of the Landowner and he or she will have no personal liability arising f}om or relating to tliis Letter of Representations' AG EHC II (LEN) CAL,L'P'' a Delaware limited
PartnershiP
By
4878-9829-46? I v3/0246(17-0 I 4 i
E-2Page 347
12/12/2023 Item No.2.
EXHIBIT F
FOLSOM RANCH FTNANCING AUTHORITY
CITYoFFoLSovTcoTnTuUNITYFACILITIESDISTRICTNo.23
(FOLSOM RANCH) IMPROVEMENT AREA NO' 2
SPECIAL TAX REVENUE BONDS
SERIES 2024
CLOSINGCERTIFICATEoFTRIPOINTHOMESHOLDINGS'INC.
2024)
Folsom Ranch Financing Authority
50 Natoma Street
Folsom, CA,95630
City of Folsom Community Facilities District No' 23
(Folsom Ranch)
50 Natoma Street
Folsom, CA, 95630
Piper Sandler & Co.
Z AZ6 P air Oaks Boulevard
Sacramento, California 95864
Ladies and Gentlemen:
ReferenceismadetotheFolsomRanchFinancingAuthorityCityofFolsomComnrunity Facilities District No. 23 (Folsom nun"rrl-irprovement Area No. 2 special Tax Revenue Bonds' Series 2024 $he"Bonds") and to the Boni Puichase Agreement' dated 7 2024 (the "Purchase Agreement";, enterJ into in ,onn.ction iherewith' this Closing Cerlificate of Tri Pointe Homes Holdings, Inc. (the ';Cloring Certificaie;;; i, a*liuered by Tri Pointe Homes Holdings' Inc'' a Delaware corporation (the ,,Deverop_".;j-pursuant to the purchase Agreement. capitalized tenns used herein and not otherwise definei iuue the meanings ascribel to them in the Letter of Representations of iri poi'te Homes ffoiaingr, Inc. (the "Letler of Representations")' dated ---' 20i3,delivered bY the DeveloPer'
Eachoftheundersignedcertifiesthatheorsheisfamiliarwiththefactshereincenifiedand is aurhorized and quarified to certify the same as an authorized officer or representative of the Developer, unO
"u.tioith"
und"rrign"O,-on behalf of the Developer' further certifies as follows:
1 ' The Developer has received the final official Statement dated -- '2024 relating to
the Bonds (the ,,officiat dtatement"). Each statement, repl'esentation and warranty made in the Letter of Representution, is true and correct in at materiar respects on and as of the date hereof with the same effect as if made on the out" trereof, except that ali references therein to the Prelirninary official Statenrent shail be deemed to be references to the final official Statement'
2.TotheActr.ralKnowledgeoftheundersigned'noeventhasoccurredsincethedateof trre prerirninury orii"iur Statement affelting the statements and infor'ration described in Paragraph 6 F-i
48'7 8'g 829 -467 lY 3 I A2466'l -0j 4 |
12/12/2023 Item No.2.
of the Letter of Representations relating to the Developer' its Affiliates' ownership of the Propefty' the Developer's development plan, the g*"top.r,s financing plan' th-e D.ev.eloper's lenders' if any' and coniractual arra'gernents of the neuetoper or-any eifl'tlut"s (including' if material to the Developer,. C"n.toi,n?nl ifun or the O.u"tJp"t'' financing plan' 1o.ans of such Affiliates) (and subject to the tiritaiions and exclusions contained in paragripir o of the L"I:r. of Representatio.s) which should be disclosed in the official statement for the purpg_r.1 for whiclr it is to be used in order to make such statements and infonnation contained in the offi"iut Staternent not misleading irt
3. For the period through 25 days after the "End of the underwriting Period" as defined in the Purchase Agreement (frovided the. Developer may assume the End of the Underwriting period is the Ciosing O*Ji.r defined i1 tle. Bond Puichase Agreement)' unless it receives written notice from the unor.*rit.r that the End of the underwriting period is rater than the Closing Date), if tne undelsigned ftu* u"iuui knowledge of any event relating to or affecting the Developer, its affiiiat",, otin.rrhip "i;; eropt'ti' the Developer's development plan' the Developer,s financing plan, the nru..toi"i;, lend.ers, if uny, and contractual arrangements of the Deveroper or any aTr,iiu,", (includingiif material to rhe Developer's development plan or the Developer,s financing plan, loans of such Affiliates), to cause tlre information under the sections of the official Statement indicated in paragraph 6 of lrr"ytt.j of Representations (and subject to the limitations and exclusions contained in ffirupn o of the I.etter of Representations) to contain an untrue statement of a material fact or to omit io itut. a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading' the undersigned shall notify the city anJ the Underwrrt.r-uni if in the opinion of trre u'derwriter or counsel to the City, it is necessary io u*"na or supplement the Official Statement in order to make the Official statement not misreading in the light of the circumstances under which they were made, the Developer shall reasonably cooperate with the city and the underwriter in the preparation of an amendment o, *uppl.*entio tne offic;at statement in form and substance reasonably satisfactory to the underwriter and Disclosure counr.i-*,ich will amend or supplement the ofircial statement so that it wil not contain an untrue statemsnt of a material fact or o'rit to state a mate'ial fact necessary in order to make the statements therein, in ttr. light of trre circumstances under which they were any material resPect
made, not misleading
4 The Developer has duly and validly executsd and delivered the Tri Pointe continuing Disclosure Certificate
or relating to this Closing Certificate'
TRI POINTE HOMES HOLDINGS,INC.
a Delaware corPoration
Each of the undersigned has executed this closing certificate solely in his or her capacity as an officer o, ,rpr.r.n,*ioe
-of
the o.u.rof., ^"i n. or shJwiil have no personal liability arising frorn By
48'7 8 -9829 - 467 | v 3 I 024 661 -0 1 4 I
F-2Page 349
12/12/2023 Item No.2.
EXHIBIT G
FOLSOM RANCH FINANCING AUTHORITY
cITy oF FOLSOTVT iortlrnruNlTy FACILTTIES DISTRTCT NO. 23 GOLSOM nqNCrD IMPRO-VEMENT AREA NO' 2
SPECIAL TAX REVENUE BONDS
SERIES 2024
CLOSINGCERTIFICATEoFLENNARHOMESoFCALIFORNIA'LLC
,2023
Folsom Ranch Financing Authority
50 Natoma Street
Folsom, CA,95630
City of Folsom Community Facilities District No' 23
(Folsom Ranch)
50 Natoma Street
Folsom, CA,95630
Piper Sandler & Co.
Z OZA P air Oaks Boulevard
Sacramento, Cal ifornia 95 864
Ladies and Gentlemen
ReferenceismadetotheFolsomRanchFinancingAuthorityCityofFolsomCommunity Facilities District No. 23 (Folsom nr""iri-i.proveffient .{rea No' 2 Special rax Revenue Bonds' Series 2024 (the"Bonds") and to the Boni Puichase Agreement' dated )2024 (the "Purchase Agreernent"), entered into in connection it ","*lt',' if i' Clouing Certificate of Lennar Homes of California, LLC (the,,Closing Certificate;;j i* O"tiu"red.by Leniar Homes of California'LLC' a California limited liability company (it'l "'U*n"loper") pursuant to the Purchase Agreement'
capitarizedterms used heiein and not oth"r*i." defined have the meanings ascribed to them in the Letter of Represenruiion, of Lennar uo*", of californ ia, LLc lthe "Letier of Representations")' dut.d
-',2A23,
delivered by the Developer'
Each of the undersigned certifies that he or she is famiriar with trre facts hereirr certified and is authorized and qualified to certify th. .u,r.," as an authorized officer or representative of the Developer, uno "u"il oiihe undersign.o, on behalf of the Developer' further certifies as fbllows:
l.TheDeveloperhasreceivedthefina!olficialStaterrentdated__-,2024relatingto the Bonds (the "Official dtatement")' Each statement' representation and warranty 'rade in the Letter of Representations is true and correct in alr materiar 'espects on and as of the date hereof with
the same effect as if made on the date hereof, except that ali references therein to the Preliminary official Statement ,hart be deemed to be references to the final official Statement'
2. To the Actual Knowledge of the undersigned' no event has occurred since the date of the preriminary orficiat Statement affeJting the statements and inforrnation described i' Paragraph 6 48'7 8-9829 -46'1 | v 3 I 024667 -r 1 4 t
G-lPage 350
12/12/2023 Item No.2.
or.trre Letter of Representations relating to trre Deveroper, its Affiriates, ownership of the Property' the Developer's development plan, the o*"iop"t's financing plan' the Developer's lenders' if any' and contractual arrangements of the o*"iopt' or-any eifitiutet (i'cluding' if 'raterial to the Developer's development plan oI the o"o"top"''' financing plan' loans of such Affiliates) (and subject to the ti,ritulion, and exclusions contained in Parag'Ipi' O of trc Leter.of Representations) which should be discrosed in the official sru,",',"n, for trre pu.po.", for which it is to be used in order to make such statements and information "ontuined in the official statement not misleading in
3,Fortheperiodthrough25daysafterthe..EndoftheUnderwritingPeriod''as defined in the Purchase Agreement iot""*{ the. Developer may assume the End of the underwriting period is the ciosing o"|,'t". J.irned in the Bond puichase Agreement), unress it receives written notice from the uno.r*itJrinur,n. End of the underwriting period is later than the Closing Date), if th" unJersigned fr", "tt'"i-tno*ttagt of any event r-elaiing to or affecting the
Developer, its erntiai.r, oJn.rrhip ;i;; rroperti, the Developer's development plan' the Developer,s financing plan, th.e 9"y..1"n".;,
t.na."rr, if uny, and contractual arrangements of the
Deveioper or any a?f,iiu,., (includineiii -ut"'iul to the beveloper's development plan or the Developer'sfinancingplan,loansofsu"hAffiliates),tocausetheinformationunderthesectionsof the Official Statemenl indicated in faragrupt O of !n"::ot'of Representations !t"1:"bi::tl:-t:
limitations uno ,""i*ion, "o,rtuinrd
i" F;i"graph 6 of the Letter of Rep.esentations) to contarn an untrue staternent of a material fact or ," "*,,?" J*e a materiar fact necessary to make the statements therein, in light of the circumstances under which they were made, not misisading, the undersigned sha, notify the city and the underwritel uni ;r in the opinion or ine Underrvriter or counsel to the City, it is necessary to amend o, ,rppi",otnt tt.," Official Statement in order to make the Official Statement n", -,ili#':,n".il, rilti "r
rhe circumstances under which thev were made, the
Developer shall reasonab-iy coope.11" *i,-'' ihe city and the underwriter in the preparation of an amendment o, ,upfi*"niro ttre orficiat statement-in form and substance reasonably satisfactory to the Underwriter and Discrosure counrJ'*nich wi'amend or supprernent the officiar statement so that it wi, not contain an untrue statement of a materiar fact or omit to state a material fact necessary in order to make ai.-.*,n"nt, tn"r.in,'ir ir.," light of the circumstanoes under which they were any material resPect'
rurade, not misleading
4 The Developer has duly and validly executed and delivered the Lennar continuing Disclosure Certificate
By
EaclroftheundersignedhasexecutedthisClosingCertificatesolelyinhisorhercapacityas an olficer o, ..p."r.nrurio" if rf',. o"u"loi"'l; ;t;t she"will have no personal liability arising from or relating to this Closing Certificate
LENNAR HOMES OF CALIFORNIA' LLC
a California limited liability company
48'/ 8-9829 -4 6'1 1 v3 I 02466-l -0 1 4 I
G-2Page 351
12/12/2023 Item No.2.
EXHIBIT H
FOLSOM RANCH FINANCING AUTHORITY
CITYoFFoLSoMCOMMUNITYFACILITIESDISTRICTNo.23
(FOLSOM RANCH) IMPROVBMENT AREA NO' 2
SPECIAL TAX REVENUE BONDS
SDRIES 2024
CLOSINGCERTIFICATEoFAGEHCII(LEN)CAZ'L.P.
_,2A24
Folsom Ranch Financing AuthoritY
50 Natorna Street
Folsom, CA,95630
City of Folsom Community Facilities District No' 23
(Folsom Ranch)
50 Natoma Street
Folsom, CA,95630
Piper Sandler & Co.
lOZ6 F air Oal<s Boulevard
Sacramento, Cal ifornia 95 864
Ladies and Gentlemen:
Reference is made to the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom nun.fl) Improvement Area No' Z Special Tax Revenue Bonds' Series 2024 (theo'Bonds") and to the Bond Puichase Agreement' dated -'
2024 (the "Purchase
Agreement"), ente.eJ into in connection therewith' Tf,is Closing Certificate of AG EHC II (LEN) cA z,L.P. (the "closing Certificate") is delivered by AG EHC rI GEN) CA Z' L'P'' a Delaware limited partnership (the "Landowner").pur.uant to the P.urchase Agreement' capitalized terms used herein and not otherwise defined nuu" tri. r"uning. ascribed to them in the Letter of Representations ofAGEHCII(LEN)CA2,L.P.(the"LetterofRepresentations")',dated'2A23'deliveredby the Landowner'
Each of the undersigned certifies that he or she is fanriliar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Landowner, and each of the undersignecl, on behalf of the Landowner, further certifies as follows:
l. The Lanclowner has received the final official statement dated '- ' 2a24 jelating to the Bonds (the ,,officiar statement,,), Each statement, representation-and warranty made in the Letter of Representations is true and cor-ect in a'materiar respects on and as of the date hereof with the same effect as if nrade on the date rrereof, except that ali ref'eretrces therein to the Preliminary official Statement shall be deemed to be referetlces to the final official Statement'
2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the preli'rinary offlciar Staternent affelting the statements and information described in Paragraph 3 48'7 8 -9829 -467 | v 3 I 024 667 -01 4 |
H-1Page 352
12/12/2023 Item No.2.
of the Letter. of Representations rerating to the Landowner and its ownership of the property whiclr should be disclosed in the official Statemeltt for the purposes for which it is to be used in order to make such statements and information contuined in ih" offi.iur State'rent not rnisleading in any
3. For the period through 25 days after. the "End of the underwriter Period" as definedinthepurchaseAgreement,ifanyeventrelatingtooraffectingtheLandownerorthe ownership of the property by the Landowner shall occur as a resurt of which it is necessary, in the opinion of the Unaeiwrite, *.ornr.f a ift" CitV, to amend-or supplement the Official Statement in order to make the official Statement not *isl"uding in the light of ttre circumstalces existing at the time it is delivered to a purchaser, the Landowner ihull ,.ur6nably cooperate -with
the City and the
Underwriter in trre preparation of an amendment or supplement to it'r. oir"iut Statement in form and substance reasonabry iuii.iu",orv to the underwriter'and Discrosure counsel which will amend or' supprement trre ornliai;;;.#, ,o tt,utlt wiil not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the Iight of the circumstanc., "*irting*ur
,t. ,i*" the bfficiul Statement is delivered to a purchaser, not misleading' Each of the undersigned has executed this closing certificate solely in his or her capacity as an officer o,. ,"pr.r.nr"tive-of the fandowner and he oishe will have no personal liability arising from or relating to this Closing Certificate'
material resPect.
AG ESSENTIAL HOUSING CA?,L.P., A
Delaware limited ParlnershiP
By:
48'1 8-9829-4 6'7 I r'3/024667-0 I 4 I
H-2Page 353
12/12/2023 Item No.2.
EXHIBIT I
FORM OF OPINION OF COUNSEL TO TRI POINTE HOMES HOLDINGS' INC' [Closing Date]
Folsom Ranch Financing AuthoritY
50 Natoma Street
Folsom, California 95630
City of Folsom Community Facilities District No' 23
(Folsom Ranch)
50 Natoma Street
Folsom, Calilornia 95630
Piper Sandler & Co.
3626Fair Oaks Boulevard, Suite 100
Sacramento, Cal ifornia 95 864
Re: $_ Folsom Ranch Financing Authority Cily of Folsom community F*ltltl^ Dlttrict No. 23 (Folsom Ranch) Improvement Area No' 2 Special Tax Revenue Bonds Series 2024
Ladies and Gentlemen:
We have acted as special counsel to Tri Pointe Homes Holdings, lnc., a Delaware corporation (the ,,Developer',), in connection with the issuance of the above-referenced bonds (the "2024 Bonds,,) by the Folsom Ranch Financing Authority (the "Authority"). All real property located within Improvement Area No. 2 (the "improvement Area") of the City of Folsom Community Facilities District No. 23 (Folsorn Ranch) (the "Community Facilities District") and owned by the Developer is ref-erred to herein as the,.property." The2024 Bonds are being sold to Piper Sandler & co., as underwriter (the "underwriter"). This opinion letter is being delivered lo you pursuant to Section 4(FX2l) of the Bond Purchase Agreerrent,dated
-,2024,belween
the Authority and the
Underwriter (the "Purchase Agreement")'
In the course of acting as special counsel to the Developer as herein described, we have examined the following documents:
(a) Preliminary official Statement, dut.d -,_,,2?2:,
prepared in conjunction
with the issuance and sale of the i02+Bonas (the "Preliminary Official Statement"); (b) official Statement, dated
-,
2024, prepared in conjunction with the
issuance and sale of the 2024Bonds (the "official Statement"); (c) Continuing Disclosure Certificate-Homebuilder, dated as of , 2024 (the ,lcontinuingDisclosure Document"), executed by the Developer; 487 8-9829 -46'l I vi 1024667 -0 | 4 I
I- I Page 354
12/12/2023 Item No.2.
(d) Letter of Representarions of Tri Pointe Homes I-loldings, Inc. dated -,2a23, and closing certificate of rri Pointe Homes Holdings' Inc" dated -)
2024' each
executed by the Developer (collectively, the "Developer certificates"); (e) certificate of Incorporation of lre Developer, filed with the Delaware Secretary of State, as amended, and Byiaws of the Developer, as anrended (collectively' the "Developer Formation Documents");
cate of Good Standing of the Developer from the Delaware Secretaty 2024, and Certificate of Stutut of the Developer from the Caliiornia(0 of State dated
Certifi
Secretary of State dated _-,2024; and
(g)Suchotheragreements,contractsanddocumentsaswedeernedrelevantfor the purposes of this oPinion.
In addition, we have made such factual and other inquiries and examinations as we deemed necessary for the purposes of this opinion letter' We call to your attention the fact that we are not general counsel to the Developer and do not represent the Developer on a continuing basis. Rather, we are representing the Developer solely in connection with its in;eractions with the-Authority, the community Facilities District and the iity of Folsom (the "City") in connection with the issuance of the 2024 Bonds' Whenever we have indicated in this opinion letter that the existence or absence of facts is based on our knowledge, it is intended to signiiy that during the course of our replesentation of the Developer as herein described, no information has come to the attention of the lawyers in our firm actively representing the Developer in the matterc described herein which would give them current actual knowledge"of the existence or absence of such facts. PJease be advised that only John P. Yeager and Sandra A. Galle have been so involved'
Except to the extent expressly set forth herein, we have not undedaken any independent investig'ations to determine the existence or absence of such facts' and no inference as to ourknowledge of tie existence or absence of such facts should be drawn from our representation of the Developer. We have made no examination of, and express no opinion as to, title to the Property, the ability of the Deveroper to deverop the properly (except as specifically set forth in paragraph 6 below), or the viability of the development of the Properly by the Developer as described in the Offrcial Statement.
As to certain factual matters (which we have not independently established or verified), including, without lirnitation, the siatus of the development of the Property by the Developer and existing developrnent eniitlernents and future development entitlenrents which must be obtained in order 6r tne Developer to cornplete the development and sale of the Property, we have relied upon statements, certificates and other assurancei of public officials and of certain officers and agents of the Developer, as well as employees and/or consultants of the Developer' In expressing the opinions below, we have assumed, without inquiry or investigation, (i) the genuineness of all silnatures, the autlrenticity of all docurnents sr,rbnritted to us as originals, the confonnity to original documents of documents submitted lo us as copies or as exhibits, arrd the 487 8-9829 -4 67 | v3 I 024 66'l -0 t 4 I
t-2 Page 355
12/12/2023 Item No.2.
authenticity of such originals of suclr latter docurnents; (ii) that there are no orar or written tern'ls or conditions agreed to by the Authority, trre commu'ity Facirities District, the city, a'd/or the Developer which would have an effect on the opinions rendered herein; (iii) that there has not been any mutual mistake of fact or nrisunderstanding which would have an effect on the opiniorrs rendered herein; and (iv) that all parties have complieJwith any req.uirement of good faith and fair dealing' noncorirpliance with wtrictr wor-tld have an effect on the opinions rendered herein' Based solely upon and subject to the foregoing as well as to the qualifrcations' lirnitatlons, exclusions, exceptions, urru,1-|piions and other matters set forth herein' we are of the The Developer is a corporation, duly incorporated, validly existing and in good standing under the laws or in" State of b.r"*"r", uni i. registered to transact business as a foreign corporation in the Stut. of California and is in good standing under the laws of the State of opinion that:
California
2. The Developer has tl,e corporate power and corporate authority to execute' deliver and perform its obligations under the continuing Disclosure Document'
3. The execution and delivery by the Developer of the Continuing Disclosure Document and the performance by the n"u"top". oi itt outigations thereunder. (i) have been duly authorized by ail necessary corporate u.ri* onih" part of the Developer and (ii) will not result in a niotution of, a breach of, or. a default under the Developer Formation Documents'
4. The continuing Disclosure Document has been duly executed and delivered by the Developer and constitutes the f"gufly valid and binding obligation of the Developer' enforceable against the Developer in accordance with its terms'
5. To our knowledge, there is ll0 action, suit, proceeding, irtquiry ?' investigation, by or before any coLirt, gonJrn*.ntal agency, public board or body' pendirrg or overtly threatened against the Deveroper which (A) seeks to prohibit, restrain or enjoin the proposed development by ttre Deu.lop"r of the p."p"ov as d.esciibed in the official Staternent; oL (B) if determined adversery to the Developer is .eusonabry likely to have a material adverse effect on the Developer,s abitity (i) to comply with. its-Jligation. ,nd"ithe Continuing Disclosure Document' (ii) to develop the Property as described-in the official staternent or (iii) to pay special taxes or ad valorem property taxes related to the rrop"*y when due;^o,r (c) seeks to cause the Developer to be adjudicated u, uunr.rupr or discharged from uny ot all of its debts or obligations; or (D) grants or seeks to grant an extension of time to puy *" Deveroper's debts or seeksto effect a reorga*ization or a readjustmer,t of the Developer's debts'
6. Witbout having undertaken to determine independently tlre accurac.y' completeness, or fainress of tl.re staternlnts contained in the preriminary official statenrent a'd the official Statenrent, but based solely on (i) our limited ca.pacity as special counsel to the Developer' (ii) the representations of the Developei and/o, its employees and/or consultatrts, and oLtr reliance thereon, and (iii) our 'eview of rhe Prelinrinary official statement arid the official Statetnent' no facts lrad or
'ave
come to our attention during the course of our represerrtation of ihe Developer as described irerein which caused us to believ, ihu, the information describing Developmenr Matters (defined berow) .onoin.o in the neteount Sections (defined berow) of the p'erir'inary offlcial 48'] 8 -9829 -467 | v3 / 024661 -0 I 4 |
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12/12/2023 Item No.2.
Statenrent as of its date ( ,2023)or as of the date of the Purchase Agreenrent L-' 2024)' ot the Relevant Sections of the Official Statement as of its date ( 'ZO.i+1or as of the date hereof'
contained or contains any untrue ,tut.*"ni of a material fact o*i omitted or omits to state a material fact necessary to *"f" ii,t rtatements
'ft*ti", i" light of tlre circumstances under which they were made, not misleading; provided, however, in each case' we express no belief or conclusion as to (a) any financial statemJnts and other financiut, ttutlttitaf, e-c1l3ttlic or engineering information' data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion' (b) any inforrnation about valuation, opprulJr, absorption or environmetrtal matters (other than environmental permitting) included ot'ltf",=nttO therein' including' without limitation' any information describing or summariting utt o' uny part of the Appraisal (ai such term is defined in the officiai Statement), and (c) uny infor,n.tion *rri.rt is identifie-d as having been provided by a source other than the Developer). For purpor"r-oithis paragraph: tl.llnl."nelllan..sections" means the sections of the preliminary official stui",n"nt'and-the official Statement entitled "PRoPosED PROPERTY DEV;'OP],AENT" UNA.ICONTINUING DI S CLOSURE-ThC HOMEbUiIdETS- Prior continuing orrrtoruru Complrance - Tri Pointe" and the term "Development Matters" meanstheDeveloper,itsAffiliateslasoefinedintheDeveloper.Ceftificates),ownershipofthe Property, the Developer's devefopt"nt"plun, 'f''t
Developer's financi'rg plan' the Developer's
lenders, if any, and contractual arrangemeit' or the Develofer or any of its. ntfitiates (including' if rnaterial to the Developer's developme;; ;il or the Dttl"lop""' financing plan' loans of such ouropinionssetforthinthisopinionletteraresubjecttothefollowing"'.ii1l:::, exceptions, qualifications, limitations and .""Iu'ion', in addition to those assutnptions' excepttons' qrutin.utions, limitations and exclusions set forth above:
A.Theforegoingopinionsarequalifiedtotheextentthat(i)thelegality, validity, binding nature and enfoiceauitti'ortrre contin,ing Disclosure Document may be limited by and subject to bankruptcy, insolven.y, ,"o.gu,' ization,moratorium or otlrer sinrilar laws affecting the rights of creditorS "; ;; hereafter i" "ff;;,
(incruding, without lirniration, any raw pertaining to
preferential or fraudulent transfers;, o. ,r,uf ue timited by and subject to legal or general principles of equity (whether such enforceability is considered in a pioceeding in equity ol' at law)' conscionability, reasonableness, good faith or iair dealing' wliether relating to creditors' rights or otherwise, and (ii) any remedy or.p..ii,, performanct uno. injunctive and other lorms of equitable relief are sr.rbject to c.ertain equitable olr.,rr", and to the discretion of the court before which any proceeding therefor may be brought'
B.WeexpressnoopinionaSto(i)anynratters.relatedtoarclritecture, construction, engineering, or the seismic or environtnental condition of the Properly (except as specifically set fbrth ln plrugruph 6 above), including' withorrt limitation' anv matters relating to the handling, storage, transportation or disposal of hazard-ous. or toxic nraterials' (ii) any laws' rules or regutations relating thereto, and/or rilli ."v other scientific or proibssional field as such opinion wluld be beyond the scope of any opinion expressed herein' c. we express no opinion on the enforceability under certain circumstances of provisions to the effect that rights or remedies are not excrr"rsive, that rights or remedies'ray be exercised withont notice, that every right or remedy is cumurative and rnay be exercised in addition to or with any other right or renredy, ihut tt," ereciior-, of a particr"rrar rernedy or remedies does not Affiliates).
4 8 78-9829-46'7 | v 3 I (\24661 -0 1 4 1
l-4Page 357
12/12/2023 Item No.2.
preclude recourse to one or lrofe other remedies, or that the failure to exercise or delay in exercrsrng rightsorremedieswillnotopefateasawaiver.ofartysuchrightorrelnedy.
D.Weexpressnoopinionasto(i)anyrightsofset-off!oll':'thanasprovided by section 3054 of the caiifoinia ciuli 6oJ., as interpreted by applicable judicial decisions); (ii)the enfbrceabirity of any provision pro.,icting io, ina.rr,,rification foi clainis, losses or liabilities to the extenr such indemnification is prohibiteiby applicable taw or contrary to public policy; or (iii) the enforceability of any provisions or ug'"tt"n'designating a party as an agent or attorney-in-fact' except where un ug.nr'o,. attorney_in-ru"i l*..r,.0 ttr. conlinui'rg bit"rosure Document on beharf of E'WeexpressnoopinionaStothe.legality,validity,bindingnatureor enforceability (whether in accordun". *iit, its terms or otherwise) of any provision insofar as it provides for the payment or reimburseurent of costs and expenses in excess of a reasonable alnount determined by any court of other tribur*i (f"'fl"'' we wish to bring to your attention that to the extent any such provisio' provides for the payrnent of attorneys' fees in litigation, under california law such attorneys' fees may be granted only L the prevailing party and such provisions are deemed to extend to both parties, notwithstanoing trr"t such piovisions by their express terms benefit only one the DeveloPer
pafty).
other jurisdiction'
such matier
F'Weexpressnoopinionregarding,anylawsorregulationsinvolvingtaxes, including without rimitation, we express io opi"ion'as tolhe excrusion from gross income for fede'al incorne tax purposes of the inte.eri on the 2024 Bonds' or the exemption of the interest on lhe 2021 Bonds from the State of California personal inconre taxes' G'Exceptasspecificallysetforthinparagraph6above,weexpressnoopinion as to (i) compliance wittr tne anti-iraud proul'ionu of-appii"abte iederal i"-1 ::T securities or other
raws, rules or regurations or (ii) trre appricabirity or effect on the subject transaction of the securities laws of the State of carifornia, the United s,u,., of America, including but 'ot limited to the Securities Act of 1933, as amended' and any other jurisdiction' H.WearelicerrsedtopracticelaworrlyinthestateofCalifornia.Accordingly, we are opining onry as to tlie internal raws qexcruding rawsrelatingto conflicts of laws) of the State of California, the federal laws of the Unitecl Stut"s of Ameiica' and the Delaware General corporation Law, and assume no responsibility as to the applicability or effect of the laws of any I,Wheneverwehavestatedthatwehaveassunredanymatteroffact,itis intended to indicate that we have assumed such matter without rnaking any factuar, regal or other inquiry or investigation, and without expressing atry opinion or conclusion of any kind concerning J.Thisopinionletterisfurnishedtoyouspecificallyinconnectionwiththe issuance of the 2a24 Ronds pursuant to tlre ternrs of the Purchase Agfeement, and solely for your inforrnation and benefit. lt rriay not be utilized, relied on, quoted or distributed to any other person by you in any other connectioi, and lt ,'t',uy not be utilized' relied on or quoted by any other person 48'., 8-9829 -467 I v lil024(r(r? -0 I 4 I
l-5Page 358
12/12/2023 Item No.2.
for any purpose, without in each instance our express prior written consent; provided' however' a copy may be includJ in the transcript of the proceedings for the 2024 Bonds' K'Tlreopinionsexpressedhereinaregivenonthedatehereofandarebasedon thefacts(asweknow,believeorhaveu..rmedthemtobe)andlawasineffectonthedatehereof' we undeftake neither to supplement or upour. this opinion letter nor ""d:::11:,::
advise you of any
other party if there is a change in law- or facts or new facts come to our attention subsequent to the date hereof which may affect the opinion,-t*p"""d above and/or which may cause us to amend any portion of this opinioi ietter in furi or in p# If future.acts ar omissions of the parties may serve to modify, alter or change the circum.tuni", under which the opinions herein were rendered' our opinions set forth t;*?;opinion letter shariremain as if such future acts or omissions did not occur' Also,actions,conductoromissionsbyap-ar.tyT.aytT?lta^situationofwaiver'estoppelornovation *ni.ft would supplant the opinions set forth in this opinion letter' Very Truly Yours,
4 878-9829-46 7 | v3 I 024 661 -0 | 4 |
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12/12/2023 Item No.2.
EXHIBIT J
FORMoFOPINIONoFCOUNSELToLENNARHOMESoFCALIFORNIA'LLC
[Closing Date]
Folsom Ranch Financing AuthoritY
50 Natoma Street
Folsom, California 95 630
City of Folsom Commnnity Facilities DistrictNo' 23
(Folsom Ranch)
50 Natorrra Street
Folsom, Califolnia 9563 0
Piper Sandler & Co.
ZAZAPaiT Oaks Boulevard, Suite 100
Sacramento, California 95864
Re:$-FolsomRanchFinancingAuthorityCityofFolsomCommunityra"itffiffitiii;N-;. il ln"mt" nanJtrl Improvement Area No. 2 special rax Revenue Bonds, Series 2024
Ladies and Gentlemen:
we have acted as counsel to Lennar Hornes of californ ia, LLC, a California limited liability company (the,,Devei;n*;t in connection with the issuance and sale by the Folsom Ranch Financing Authority (the "Issuer") of $ ,= , fol,o*. Ranch Financing Authority City of Folsom Community Facilities District No7: Ipotsom Ranch) Improvement Area No' 2 Special Tax Revenue Bonds, Series 2024 {the,,Bonds,,) to provide fundi to finance the purchase of rimited obrigation speciar tax bonds ithe ,.ctro 23 Locar cinirg*r"rs"), iss,ed by the city of Folsorn (tlre "city") for the benefit of the city of Forsom comm"unrty Facilities Dlstrict No. 23 (Folsom Ranch) (the "District"). This opinion is rendered pursuant to ttte Bond Purchase Agreement dated -'
2A24
(the ,.Bond pu..rrus" Agreement"), entered into in connection therewith' capitalized terms used herein without definition-shall have ihe rneanings set forth in the Bond Purchase Agreement' Inrenderingtheopinionssetforthherein,wehavereviewedandexanrinedsuchdocuments as we have determined to fe appropriate, including the following documents:
l. The Bond Purchase Agreement;
2. The preliminary official Statement and the Final official Statenrent (together, the "Off,rcial Statement");
3. Lennar HOmeS continuing Disclosure c-ertificate dated *-' 2024' executed by Developer (the "Developer Disclosure Certificate"); and 4878-9829-46 7 I v 3 1024667 -01 4 |
J-lPage 360
12/12/2023 Item No.2.
4. Letter of Representations of Lennar Homes of California, LLC, dated _--,2023, and the closing certificate of Ltrtnu' uo''l"' or california' LLC' dated _-__'2024'both as required pursuant to the Bond Purchase Agreement (collectively, the "Developer certificate")' Withrespecttofactualmaltersunderlyingouropinionsherein,wehavemadenoindeperident investigation or inquiry and have r"li"d.;;i;ii ;;"" Lennar Homes' Certificate' We advise you that thephrase..toourk;;;i;Jg","as.usedherein,,n"un'thatnofactshavecometoourattention'based upon an inquiry or uii"rffi in this frnn who devote substantive regal attention to Developer, or as a resurt of our examination of Lennar Hor.r, certificate, that indicite to us anything contrary to tlre statement to which the phrase relates. r*""pt as e.xpressly set forth above, the phrase does not mean that we have conducted any investigation-;ifi;y or plrformed any other examination or review' we have no reason ,;;"ii;"; that any factual matters or assumptions relied upon by us are not true, correct and comPlete.
ouropinionshereinarelimitedtotheinternallawsoftheStateofCaliforniaandthefederal laws of the united States of America w; ;;p;.ss no opinion whatsoever with respect to the laws of any other jurisdiction and assume no responsif ility fot the applicability of such laws' In rendering our opinions herein, we have assumed the following' with your approval:
i.Tlregenuinenessandauthenticityofallsignaturesonoriginaldocuments submitted ro us (other than d;i;"ilr", o,', tehalf of ieveloper); the authenticitv and completeness of all documents ,ru-iu"o to us as originals; the conformity to originals of all documents subrritted to us as
""pi.r;-rrr"reany
signiture, other than any signature on behalf
of Developer purports to have b"e,, mude in a corporate, governmental, fiduciary or other capaciry, the person who affixed such signature had ihe full power and authority to do so; ii.Tlredueauthorization,executionanddeliveryoftheapplicableagreements by the parties thereto, other than the Developer, and the legaiity' validity' binding effect and enforceabilltv "g"i"ti tuct purties of their respective obligations under such agreements; iii. The truth, accuracy and completeness of all factual representations and warranties of all parties unde r ,n. J'.r""..nts described in paragraphs I through 4, above; iv. The constitutionality or validity of a relevant statute' rule' regulation or agency action is not in irrr. ,]t.,, ' reportld decision in the State of California lras specificallyaddressedbutnotresolved,orhasestablished,itsunconstitutionalityor invaliditY; and
V'AllofficialpubliclecordsrelieduporrbyuSareaccurateandcomplete.
Basedupontheforegoingandinreliancethereon,andbased0nourexaminationofsuclr questions of law as we have deemeo upfropriute under the circumstances, and subject to any further assumptions, conrnents, exceptio^r, ;;;lif;;uiion. and linritations set forth below, as of the date lrereof, it is oul oPinion that:
1'Developerisalimitedliabilitycolnpanyvalidly.}':.i:garrdingoodstarrdirrg as a limited liability company under rhe laws oi ,n! state of califolnia and is in good 4 8'7 8 -9 tl29 - 4 67 | v 3 I 02 4 667 -0 I 4 1
J-2Page 361
12/12/2023 Item No.2.
standing in the State of califolnia, and has full power arrd authority to enter into the Developer Disclosure Certifi cate'
2,DeveloperhasdulyandvalidlyexecutedanddeliveredtlreDeveloper.
Disclosur.e Certificate, and the Developer Oi"lo'u" Certificate constitutes the legal' valid and binding obligation of Develop.r, .nfo"tuble against Developer in accot'dance with its terms.
3'Toourknowledge,theexecutionanddeliverybyDeveloperoftheDeveloper Disclosure certificate and the p.rfor*un". or ir. obligationi thereunder do not arrd will not result in a violation of any provision of, ot in dJfault under any agreement or other instrunrent to which Developer is a party'
4,Toourknowledge,Developerisnotinviolationofanyprovisiorroforin default under, its organizational documents or any agreement or other instrunrent' violation or default under which would materiafiy uno uon"6Jy affe"t the business, properties' assets, liabilities or conditions (financial o,. otn"j oi o*u"ioper with respect to Developer's ability to develop ,"ur prop",tl;;; by Developer within the Improvement Area'
5.Toourknowledge,exceptassetforthintlreofficialStatement,thereisno titigation pending ";;i;;;";"lio:r iwith service of process to Developer havi'g been duly given and .on.'pt"t.l6J-'o.- on".tty'th.eat"neo against Developer which would materially and adversely affect tfr"'uuliOity o, "nfor.;il;y of the-Developer Disclosure Certificate' Developer,s ability to complete the d*;i6r"nt of its property located within the Improvement Area u, propot"a in the official Statement or to pay the special Taxes'
6.Withouthavingundertakentodetermineindependentlytheaccuracy, completeness or t-airness of thi ,,u,"*"nt' contained in the Offrcial Statetnent under the captions .,pRol,ospn pROpERTt DEVELOPMENT" and "CONTINUING DISCL'SURE-TheHomebuild"rr-PriorContinuingDisclo.sm'eCompliance-Lennar Hanles,,(exceptthatnoopinionorbeliefneedtobeexpressedastoarryinformatiorrrelating to The Depository Trust company, or ""v itr"t"tation relating to GUSIP numbers' or with respect to any financial, statistical "t. ""gi""*i:? :ll::t:1tion' data or forecasts' numbers'
charts, estimates, projections, assunrptlons or expressions of opinion' assessed valuations or appraised values, o," ,o any informuti* *h;ch is attributable to a sollrce otl-rer than Developer, "onru,n"d
in the"official Statement), no facts came to our attention during the colrrse of our rrpr"r"n,urion of O"u.tofl'ift"i *""fa lead us to believe that the inforrnation under said caption; ;i the official'Stut"-"nt relating to Developer and Developer's organizations, uctiuliies, properties ana finan"ial condition' and its pLoposed development of the property (u, O"i,n"a'in',tr" n"u.tof"t Certificate)', contains atry ttntrue staternent of a material fact or omits apy material fu.ilt"*"ury in oide' to make tlre statements therein' in thelightofthe"i'."u*,tun.esunderwhichtheyweremade,notmisleading. ln addition, all of our opinions expressed hereinabove are specifically surbject to arrd linrited by the following:
a)Weexpressnoop-inionaStomattersgovernedbyanylawsotherthantlresubstantive laws of carifornia which are in effect as of the date hereof, and we urrrrn. no obligation to modify or suppletnerrtthisopiriionwithrespecttochangesinsuchlawsafterthedatelrereof' J-3
481 8-9829 - 46'7 | t 3 I 024667 -0 I 4 |
12/12/2023 Item No.2.
b) As counsel to Developer irr this matter, we lrave not rendered financial advice to the Developer and do no, ,.fr"r.nt, by ihis opiniorr or otherwise, that we have reviewed or made any assessment about, nor do we offer uny opinion about, the financial conditio* of the Developer, past, present or futnre, including any financial infonnation co'tai'ed in the Deveroper Disclosure certificate; nor have *...ui."n.0 trr" nnun.iar feasibirity of this transaction or those matters which the proceeds of the Bonds will fund or any of it components and' accordingly' we offer no opinion whaisoever legarding such financial feasibility'
c) The effect of laws ol- court decisions relating to bankruptcy, insolvency, fraudulent conveyance, equitable subordination, reorganization, arrangelnent' nroratorium or other laws or court decisions relating to or affecting creditors' rights generally' d) Limitations imposed by California or federal law or equitable principles upon the availability of the remedy of specific f".fo.,rrun"e of any of the remedies' covenants or other provisions of any document o, ugr""*"nt and upon the availability of injunctive relief or other equitable remedies.
In addition, we express no opinion as to the title of the property within the District or any entitlements, permits, approvals or other assets relating to the Developer's development of its ;6".y located within tirl pistrict as proposed in the Official Statement' we express no opinion as to any mattel- other than as expressly set forlh above' and' in conjunction therewith, specifically "tpr".,
no opinion concerning the application of or compliance
with any federal ,".uritie, law, intludlng, but not li*it.d to, the Sicurities Act of 1933, as amended' and the Trust Indenture Act of 1g3g, JJ amended, any state securities or "Brue Sky" law, or any federal, state or local tax law, as respecting the Bonds' This letter is intended solely for your use in relation to the Bond Purchase Agreement and may not be reprodu."J o,- filed puUliciy or relied upon for any other purpose by you or for any purpose wlratsoever by any other party without the express written consent of the undersigned except that this opinion may be copied and distributed as part of a closing book of the bond transaction documents, provided that such distribution shall not exparrd in any way the permitted uses of this letter.
We assume no responsibility for the effect of any fact or circumstance occurring subsequent to the date of this letter, including, without linritation, legislative or other changes in the law' Further, we assume no responsibility to advise you of uny fu"tt or circu^mstances of which we become aware after the date hereof, regardless of whether o, not they rnay affect our opinions herein' This opinion is given as of tlre date hereof, and we assulle no obligation to update our opinions herein after the date hereof.
Very trulY Yours,
48'7 8-9829 -4 67 t v 3 t 024667 -0 I 4 |
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12/12/2023 Item No.2.
BXHIBIT K
SUPPLEMENTAL OPINION OF BOND COUNSEL
2024)
Piper Sandler & Co', as Undetwriter
Sacramento, Cal i forni a
Folso
CitY of Folsom Comrr
rn Ranch Financing AuthoritY
unity Facilities District No. 23 (Folsom Ranch)
lnprovenlent Area No. 2I
Speci alTax Reven Bonds. Series
(Supplemental OPini on)
Ladies and Gentlemen:
This letter is addressed to you, as Underwriter, pursuant to section 4'F '7 ' of the Bond purchase Agreement, dated
-,2Q24
(the "Purchase Agreement"), between you and the Folsom
Ranch Financing Authority (the "Authorii"), providing pi ltre purchase of $.- aggregate
principar amount oi rolro,o Ranch einln"ing A,thJrity^ city of Folsom -community Facilities District No, 23 (Folsom Ranch) Improvement irea No. 2 Special rax Revenue Bonds, series 2024 (the,,Bonds,,). The Bonds are being i;;;J pursuant to a Trust Agreement' dated as of January 1' 2AZ4 (he "Trust Agreement"), attlong'it. Autftority, the City o1 Folsom Community Facilities District No. 23 (Forsorn Ranch) 1t1.,.
;co-*unity Facilities District") and U.S. Bank Trust
company, National Association, as trustee (the "Trustee")' capitalized terms not otherwise defined herein shail have the meanings ascribed,rr".",o in the Trust Agieernent or, if not defined in the Trust Agreement, in the Purchase Agreetnent'
we have delivered our flnal legal opinion (the "Bond opinion"). as bond counsel to the Authority concerning the validity of the-Bonds and ceftain other matters' dated the date hereof and addressed to the Authority. you may ,Jy on such opinion as tliough the same were addressed to you.
InconnectionwithourroleasborrdcounseltotheAuthority,wehavereviewedthePurchase Agreement; the Trust Agreement; tlre l-ocat obligations Indenture; th. Tu* Certificate, dated the date hereof (the ,,Tax Ce,tifi-cate,,), of the Aurhoriry:the community Facilities District and the city of Folsom (the ,,city,,); cerlain poftions "i.15" 0".r.9 pl:]ilinary official statement of the Authority' dated
--
, 2A23, with respect to th; non.rr (the "Prelirninary official Statement") and of the posted official statenrent of the Authority, dated 2Q2i, with respect to the Bonds (the .,official Statement,,); opinions of .ounr"iio the Auth-ority, the cornmunity Facilities District, the Trustee, Tri Pointe Honres Holdings, in". ('rti Pointe") and Lennar Homes of california' LLC (,,Lennar,,); cerlificates of the nutt..'oriiy, the Comrnunity Facilities District, the Trustee' Integra Realty Resources (the "Appraiset'"), Ngd (tl'," "special Tax Consultant")' Tri Poi'te' Lennar' AG Essential Housing CA ,,L.P., and otlrers;.and such other docutnents, opinions and matters to the extent we deemed n.".*urv to render the opiliions and conclusions set forth herein' Theopinionsandconclusionsexpressedhereinarebasedonananalysisofexistinglaws, regulations, ,utings and court decisions and cover cefiain matters not directly addressed by such ar.rthorities'Suchopinionsorconclu,ion,maybeaffectedbyactionstakenoronrittedorevents 48'1 8'9829 -4(t7 | v 3 I 024667 -A I 4 l
K-lPage 364
12/12/2023 Item No.2.
occurring afier t|e original delivery of the Bonds on the date hereof' We have not undertaken to determine, or to infbr#any person, whether any such actions are taken or omitted or events do occur or any other matte.r.onr. to our attention afteithe original delivery of the Bonds on the date hereof' we have assumed tlie genuineness of all docunrents and signatures provided to us and the due and legal execution and deiuery thereof by, and validity against, any parties othet' than the Authority' We have assurned, withoui undertalcing to verify, the accuracy of tlre factual matters represented, warranted or certifled in the documents, and oi the legal conclusions contained in the opinions, referred to in the third paragraph hereof. We have further assurned compliance with all covenants and agreements contain.o in .u"tr documents. In addition, we call attention to the fact that the rights and Jbligations under the Bonds, the Trust Agreement, the Local Obligations Indenture, the Tax certificate arrd the pur.chase Agreement and iheir enforceability rnay be subject to bankruptcy, insolvency, reorganization, receiiership, arrangement, fraudulent conveyance, moratorium and other laws relating to or-affecting creditors' iigl'rtr, to the application of equitable principles' to the exercise of judicial discretion in appropriate cases and io ttre limitations on legal remedies against gou'..n,,n.ntal entities srctr us thl Authority and the community Facilities District in the state of califorrria. w. .*ir.rr no opinion with iespect to any indemnification, contribution, liquidated damages, penalty (inclgding any remedy deemed to constitute or to have the effect of a penalty)' right if ,.i-off, arbitration, iuOicial reference, choice of law, choice of forum, choice of venue, non- ex-clusivity of remedies, *uiu". or severability provisions contained in the foregoing documents, nor do we express any opinions with respect to the state or quality of title to or interest in any assets described in or as .uuj""t to the lien oithe Trust Agreement or the Local obligations Indenture or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such urr"ir. We also express no opinion regarding plans, specifications' lnaps, financial repofts or other engineering o,. financiul details of the ploceedings, or upon the Amended Rate and Method of Apportionment for Improvement Area No. 2 of the Community Facilities District or the validity of the
-special
Tax levied upon any individual parcel.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions and conclusions:
L The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agieement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
Z. The purchase Agreement has been duly executed and delivered by, and constitutes a valid arrd binding obligation of, the Authority'
3. Tlre statements contained in the Official Statement under the captions "TI-IE BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS'' (CXCIUdiNg thCTEfTOIN the information under the headings "-special Tax Analysis", "-special Tax Calculation" and "-The Teeter Plan"), and "TAX MATTERS'," and in APPENDIX C-"SUMMARY OF PRINCIPAL DOCUMENTS," excluding any material that may be treated as included under such captions by cross-ref'erence or reference to other documents or sources, insofar as such statenrents expressly summarize certain provisions of the Local obligations Indenture and the Trust Agreelrent, or set out the content of our Bond Opinion, are accurate in all material respects'
4. We are not passing upon and do not assume any responsibility for the accuracy, conrpleteness or lairness of any ofltre-statements contained in the Preliminary official Statement or lexcept as explicitly stated in paragraph 3 above) in the Official Statement and make no representation that we have independJntiy verified the accuracy, completeness or fairness of any 48'7 8 -9 829 -4 6'7 I v 3 I 024 667 -0 | 4 t
K-2Page 365
12/12/2023 Item No.2.
such statements. In our capacity as bond counsel to the Authority in connection with issuance of the Bonds, we participur"J in.onfer.n"", with your representatives, your counsel' lepresentatives of the comrnunity Facilities District, the city, in. nutt'tority, their cou'sel, representatives of rri Pointe' Lenrrar, and their respective counsel, the Apprais"', iht Special Tax Consultant and others' during which the contents orthe preliminary official'statement or the official statement and related matters were discussed. Based on
'ur
participation in the above-mentioned co'ferences (whicrr, with respect to the preriminary ori,ciar Statlrnent, did not extend beyond the date of the purchase Agreement, and with respect to the official Statement oio not extend beyond its date), and in reliance thereon' on oral and written statements and representations of the Authority, the comrnunity Facilities District' and others and on the records, documents, ceJificates, opinions and matters herein mentioned' subject to the iimitations on our rore as bond counsel to the Auihority, we advise you as a matter of fact and not opinion that (a) no facts had come ,o ,t't" attention of the attorneyi in our firm rendering legal services with respect to the Preliminary official statement which caused us to believe as of the date of the purchase Agreement, based on the documents, drafts and facts in existence and reviewed as of that date that the preliminary official statement contained any untrue statement of a rnaterial fact or omitted to state a material fa"t nec"ss".v ," make. the..siatements therein, in the light of the circumstances under which they were-*ud", not misleading (except any.information marked as preliminary or subject to change-,^any information permitt-ed to te ornitted by Securities and Exchange commisiion Rule l5c-12 or ottr"rwise lefi blank and any other differences with the information in the Official Statement), unJ0) no facts had come to the attention of the attorneys in our firm rendering i"g"l ,.r"i"" *itn-.erfeci io the official statement wrrich caused us to believe as of the date of the official Statement and as of the date hereof that the official Statement contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, *"'"*p..ttly" exclude from the scope of this paragraph and express no opinion oT
"onrturion,
with *tpi" to both the Prelirninary Official Statement and the Official Statement, about any CUSP
-nult'U"",
financial' accortnting' statistical or economic'
engineering or demographic data or.for..a.tr, numbers, chatts, tables' graphs' estimates' projections' assumptions or expressions of opinion, any information about feasibility' valuation' appraisals' absorption, real esiate or environmentai'maiters, litigation, any statements about compliance with prior continuing Oisctosure undertuf.in[t,-ot unV'info-t1u1ion atout book-entry' DTC' Cede & Co" ratings, rating agencies, underwriterr, ,i',d.r*,iting, and the infonnation contained in Appendices A' B, D, F and G includei or referred to therein o. oiritt.d therefrom' No responsibility is undertaken or conclusion expressed with respect to any other disciosure document, materials or activity, or as to any information from another do"ut.nt o, ,ou.." referred to by o. incorporated by reference in the PrelinrinaryofficialstatementortheofficialStatement.
This retter is furnished by us as bond counsel to the Authority. No attorney-crient relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this retter. we discraim any obligation to update ihir l.tt.r. This retter is derivered to you as Underwriter of the Bonds, is solely io,. four benefit as. such Underwriter in connection with the originaldelivelyoftheBondsonthedatehereof,andisnottobeused'circulated'quotedor otlrerwise referred to or relied upon for any other purpose or by any other person' This letter is not intended to, and may not, be relied ,pon Uy o*nt" oi the Bonds oi by uny other party to whom it is not specifi callY addressed'
Very truly Yours,
ORRICK, HERRINGTON & SUTCLIFFE t-t-p
4878-9829-46 1 | v 3 I 02466'l -0 | 4 I
K-3Page 366
12/12/2023 Item No.2.
EXHIBIT L
Folsom Ranch Financing AuthoritY
50 Natoma Street,
Folsom, CA,95630
City of Folsom Community Facilities DistrictNo' 23
(Folsom Ranch)
50 Natoma Street'
Folsom, CA,95630
Piper Sandler & Co'
z[iieut oaks Boulevard' Suite 2oo
Sa"ramento, California 95 864
Appraisal
FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM;.OMMNNITY-F"ILITIES DISTRICT NO' 23
FoLSoM t;i;D tMPRovEMENT AREA No' 2
sPiCiai rax nnvENUE BoNDs
SERIES 2024
CERTIFTCATE OF APPRAISER
The undersigned hereby states and certifies:
l.Thatheisanauthorizedprinciparo|inteel1}ealtrResources(the..Appraiser',)and as such is farniliar #; ;;i"rts herein "rnin.o
and is authorized and qualified to certify the same'
2.ThattheAppraiserh-asprepared?nupryui'llreport'datedNovember20'2023(the ,,Appraisat n"port,,j,'l; ilJh;li of the tiiv "r Folsom-C"*t;;i; Facilities District No' 23 (Folsom Ranch) (rhe ,,com#il;;.iii,i". oiii*r'i'""J fr'^{ 1"i;;; R^".h Financina Authoritv (the ,.Authority,,; in .onn.ction with ,h" ;;li;inary officiti"lt"tt""nt' dated ' 2023 (the ..preliminary Official Statement'i t",o ln"' 'orntlur .Sta;ement dated 'Tz+ ("official statement,,), for ,#F;;; nun"'t', Fi;";;i";ult!"t{iitv "r roltotn c-o*mu'itv Facilities District No. 23 (Folsom Ranch) r.prou",i.ri'f,r". No. z-sp"".ilr ru* R"urnu" Bonds' Series 2024 (the "Bonds")' , -- +L^ ;e of the Appraisal
3. That the Appraiser hereby consents to the reproduction and us Reporl appended,," il; priii,tinurv o,ili.r"s'#** ""a
tlre official Statement' The Appratser
also consents to the ,*f"r"n"", to the appr"i*' ""0
tt'tt epp';;';;;" in the Preliminary official
itut"*.n, and the Official Statement'
4.tntheopinionoftheAppraisert]ie.lsumRtionsmadeintheAppraisalReportare reasonable. Since the date of value of ,.n'. nppruiral Report, t'e Appraiser is not aware of any tacts that would cause its opinion of varue'ottt,e ta*uule properly in'rrnprovement Area No' 2 (the ,,Improvement Area,,j of the cor-uiity'r""iriii", oi*Ii.i'to"b. ro*",. than the value in the 4R7 8-g82g -46'7 1 v3 I 024667 -01 4 I
L-l
12/12/2023 Item No.2.
5.Eachoftlreparcelsappraisedby^the^Appraiseris.enconrpassedwitlrintlre Improvement Area as set forth in the Uou,iAuty *up of tht Community Facilities District'
6. That, as of the date of the Preliminary official statement' as of the date of the officiar state'nent "J ; of the oat" hereor the Appraisal Report appended to the Preliminary official Starement and the official stut.r.ni io the best o-f1ny knowledge and belief itl :*j:t:j:
a1 of the hyporheticai conditions set forth in ihe epprai:i1-1:?T, did T' 11 does not contarn anv
untrue statement of a nraterial fact or omit to state a material fact necessary in order to make the statements contained therein, in the light- of the circunrs:alces under which they were made' not rlisleading, and no events or occurrences have been ascertained by us or have come to our attention that wourd substantially change the estimaieJ nalues stated in the Appraisar Report' However' we have not perfornred any proced.,r", sin"" the date of the Appraisal iGport to obtain knowledge of such events o, o"rurr"-n'"a, no, are we obligated to do So in the future' T.TheCommunityFacilitiesDistrict,theAuthorityandtheUnderwriter,PiperSandler & Co., are entitled to rely on the Certificate'
Dated:
-,2024
INTEGRA REALTY RESOURCES
By:
Authorized RePresentatlve
n a7a oa?q-Ilrt t vi/024667-0 I 4 I
L-2
12/12/2023 Item No.2.
EXHIBIT M
FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOTNT iOT'TUUNITY FACILITIES DISTRICT NO' 23 GoLSoM nlNCul IMPRovEMENT AREA No' 2
sPECIAL ie'x nsvENUE BoNDS
SERIES 2024
FORM OF ISSUE PRICE CERTIFICATE
Theundersigned,onbehalfofPiperSandler&:::.Ilh".,PSc,'),herebycertifiesassetforlh below with respec,,o,n" sale and issuance of the above-captioned bonds (the "Bonds")' l.SaleoftheGeneralRuleMgturities,Asofthedateofthiscertificate'foreach Maturity of the c"n.iur-nule Maturitie; il?;; ;r,.,".o which at least 10% of such Maturity was sold to the Public i, tt " tttp"ctive price listed in ScheduleA'
2.InitiatafferingPricerl.ftheHolclahe-offering-PriceMatuyilies' (a)PSCofferedtheHold.the-offering-PriceM-aturitiestothePublicforpurchaseatthe respective initial "rr"rirg
prrces listed r" s.r.,-!,,r* + ittre "rnitial offering prices") on or before the sare Date. A copy of the pricing *ir" orEilGGni .orn*uni.urion for the Bonds is attached to this (b)AssetforthintheBondPurchaseAgreement,dated2024'byandbetween psc and the Issuer, psc has agreed i" *;iri;; that: [i) ro. .u.t'r rr,'uturitv or the Hold-the-offering- price Maturities, it *ortc neithlr orr",. nor'r"iiuny oi ir.,. Bonds of such Maturity to any person at a price that is higher irr"" ,rr. r"itial offerin;;;; i* 'ut*' vuiutity during the Holding Period for such Maturity (the
-ilhold-*re-offering-pr?"*' ,ut""), and (ii) any selling g.roup agreement shall contain the agreem"nt oi-.u.', dealer *ho'i, u mernberiof ,rr" u.iring group'-.und any retail distribution agreement srra, contain the agreement of'each broker-deur"r"*r'rolJu putty to the retail distribution agreement, ,o .o*p"ir' ;n! i., hold-the-offering-price rule' Pursuant to such agreement' no underwriter (as defined berow) t,u, orr","o- o. .;d any Maturiry of the Hor<i+he-offering-Price Marurities ar a price that is higher tr.,an tr,'. i"rf""tiv" tnitiat oir"ring price for rhat Maturity of the Bonds during the Holding Period'
3- Defined Terms'
certificate as ScheduleB
(a)
hereto as the
(b)Holdahe-o.fferinsPrl:3.Matt'ririesn,leallsthoseMaturitiesoftheBondslistedin Scheclu!e A herero u, ir]" ifi o ta-t"rle-offeri n g-Pri ce M aturities." (c)HotdingPerioclm.eans,withrespectroaHold-the.offering-PriceMaturity,theperiod starting on trre Sale Da-te and ending on it . .uili., of (i) the .lor" of ttre fifttr busirress day after the ,2024 (ther."r. Or[i, o,. i;i)it',. d;;; ;; which i[. U'Jt*riter lras sotd at least l0% of such GeneralRuleMatt'trlriasmeansttroseMaturitiesoftheBondslistedinScheduleA "General Rule Maturities'"
,r e"a oQ?q-ullr? 1vi1024(r67-0 l 4l
M-l
12/12/2023 Item No.2.
Hold-the_offering-price Marurity to the pubric at prices rhat are no higher than the Initial offering ;,t;;; i;r such H Jd +he- offeri n g-Price Maturitv'
(d) Issuermeans the Folsorn Ranch Financing Authority'
(e)MaturiD)nrea-ns.Bondswiththesarnecre.ditandpaymentterms.Bondswithdifferent maturity dates, or tsonds with the ,u,,,t tutu'i'; d"tt but differeni stated interest rates' are treated as separate nraturities.
(DPubliclT}eansanyperson(including.anindividual,trust,estate,partnership, association, company, or corporation; ottrer than un underwriter or a related party to an Underwriter' The te'n ,,related party,, for purpose, of ,t,i, certificate generally means any two or more persons whohavegreaterthan50percent"o.*onownership,directlyorindirectly' (g)SaleDatemeansthefirstdayon.whichthereisabindingcontractinwritingforthe sale of a Maturity "f rf* e""Os. The S^it but* of the Bonds is -'2A24'(h)Underwritermeans](i)anypersollth.atagreespulsuanttoawrittencontractwiththe Issuer (or with the.lead underwrirer ,o-iJ'|, un una.r*iitingivnor"ut")_,"^ lllt.toate in the initial
sale of the Bonds io the public; and (ii) uny p"rron that agre Js pursuant to. a. written contract directly or indir.ectly with a person described i;;i;r;. (i) of this.prr"griprr t" participare in the initial sale of the Bonds to the puu'c (including. u n.,.*u"r'of a selling froug 9t a party to a retail distribution agreement pu,ti"ipJig-i,r'in" i"iti"'f sale of the Bonds to the Public)' The representatiot,ls set forth in this ceftificate are lirnited to factual matters only. Nothing in this certificate represents pSC's int"rp'.tuti* of any 1"*r,';;;l"ding specifrcally sections 103 and 14g of the Internal Revenue coo" or iqgi, u, urn"noeo,.anJttre Tr'.uiuty Regulations thereunder' The undersigned understands that the i;;;t tnf.orTati:; *itt ut 'elied upo-n by the Issuer with
respect to certain of the representati""'""tiorth in the Tax Certificate and with respect to compliance witrr ihe federal income'tu*-rot", affecting tn. gonar, and by orrick He.ington & Sutcliffe LLP, in connection w;th teniii;;^l;t opinion"t#'rtt in"tttt on tht Bonds is excluded from gross income for federal in"o,*iu* f"u,po9"r, ,h" pt;;;tion of the Internal Revenue service Form g03g-G, and other federrt inron',Jiu-l-JOui""'tft*it-i"V give to the Issuer from time to tirne relating to the Bonds'
PIPER SANDLER & CO
By
Name:
Dated: ,2024
n a"a oQ.rQ-zI/r? I r,'11024(r(r7-() I 4 I
M-2
12/12/2023 Item No.2.
SCHEDULE A
(Anache$
iIx?11-oR ?()-J6? I v3/t)246(17-0 I I I
M-3
12/12/2023 Item No.2.
SCHEDULE B
PRICING WIRE
(Attachetl
i oao ()Q.o t r-'t t,'11t.], 1667 -(\1 41
M-4
12/12/2023 Item No.2.
EXHIBIT N
FOLSOM RANCH FINANCING AUTHORITY
CITYoFFoLSoMCOMMUNITYFACILITIBSDISTRICTNo.23
(FOLSOM RANCH) IMPROVEMENT AREA NO' 2
SPECIAL TAX REVENUE BONDS
SERIES 2024
LETTER OF REPRESENTATIONS OF ARCADIAN IMPROVEMENT COMPANY' LLC ,2023
Folsom Ranch Financing AuthoritY
50 Natoma Street
Folsom, California 95630
City of Folsom Courmunity Facilities District No' 23
(Folsorn Ranch)
50 Natoma Street
Folsom, California 95 630
Piper Sandler & Co'
lSZ6pair Oaks Boulevatd, Suite 100
Sacramento, Californla 9 5864
Ladies and Gentlemen:
Reference is made to the Folsom Ranch Financing Authority City of lolsom Community Facilities District No. 23 (Folsom Ran.t',; Improvement Area No' 2 Special Tax Revenue Bonds' Series 2a24 $he',Bonds") and to the Bond Purchase Agreement to be entered into in connection therewith (the ,,purchu.u igr""*ent,,). This Letter of Representations of Arcadian lnrprovement company, LLC (the "Letter of Representations") is delivered pursuant to the Purchase Agreement' capitaiized terms used and not otherwise defined herein have tire meanings ascribed to them in the Purchase Agreement'
The undersigned certifies that he or she is familiar with the facts herein certified and is authorized uno quuiitied to certify the same as an authorized officer of Arcadian Improvement Company, LLC, a California limited liability company (the "Master Developer")' and the ,"C"i:r;g"!0, on Lehalf of the Master Developer, further certifies as follows:
l. The Master Developer is a limited liability company validly.existing and in good standing as a limited liability company under the laws of the State of california and has all requisite right, power and authority: ii; to execute and deliver this Letter of Representations; and (ii) to undertake all of thetransactions on its parl described in the Prelirninary official Statenrent'
2. As set lorth in the preliminary Official Statenrent, the MasterDeveloper is cun'ently constructing, or. is expected to constrllct, certain public iufiastructure improvements required for the development of the properly wit6in L'trpiovemeni Ar"u No' 2 (the "Improvement Area") of the City d R ?,r-gR? O-4(r? I v 1 I 024661 -0 1 4 |
N-l
12/12/2023 Item No.2.
of Folsom Co'rnrunity Facilities District No. 23 (Folsonr Ranch) (the "Community Facilities District").
3. As of the date thereof, the Preliminary Official Staternent, solely with respect to infbrnration contained therein with respect to the IVlaster Developer and its activity within the Improvemeut Ar.ea, as set forth under the captions "INTRODUCTION-Property ownership and Development Status," "PLAN OF FINANCE-Facilities to be Financed," "THE IMPROVEMENT AREA-GeneralDescriptionandLocation,""PROPOSEDPROPERTYDEVELOPMENT- Development Entitlem enis-A.ffordable Hausing," "PROPOSED PROPERTY DEVELOPMENT- Deveropnrent pran and status oio"v"top^"nt-Borkbone and offsite Infrastructru'e and subdivision Intproventeirfs," "GERTAIN RISKS TO BONDHOLDERS-Endangered Species" and "cERTAIN RISKS TO BONDHOLDERS-Naturalry occurring Asbestos," and with respect to the information contained under the caption ,.FoLSoM pr.aN AREA - Forsom plan Area Development" is true.and correct in all materi"r i"rf."t, and did not contain any untrue statement of a materiar fact or omit to state a material ru"t n"c.ssury to make the statements therein, in the light of the circumstances under which they were made, not misleading'
The undersigned has executed this Letter of Representations solely in his or her capacity as the manager of theluthorized agent of the Master Developer and he or she will have no personal liability uiiring from or relating to this Letter of Representations.
ARCADIAN IMPROVEMENT COMPANY, LLC,
a Caliibrnia limited liability company
By
.-tll7Il-Q1i?t)-211r'l I't \ 1O24661 -A | 41
N-2
12/12/2023 Item No.2.
Folsorn Ranch Financing Authority
50 Natoma Street
Folsom, CA,95630
City of Folsom Community Facilities District No' 23
(Folsom Ranch)
50 Natoma Street
Folsom, CA, 95630
Piper Sandler & Co.
3626 F air Oaks Boulevard
Sacramento, California 95 864
Ladies and Gentlemen:
ReferenceismadetotheFolsomRanchFirrancingAutlrorityCityofFolsorrCommunity Facilities District No. 23 (Folsom nun"f",) Improvement Area No' 2 Special Tax Revenue Bonds' series 2024 (the"Bonds") and to the Bond Puichase Agreement' dated -'2a24
$he "Purchase
Agreement"), entered into in connection therewith' This Closing Certificate of Arcadian Improvement company, LLC (the .,crosing certificate,') is derivered by Arcadian Improvement Company, LLC, aburiiorniu limited l;;iA cornpany (tire "Master Developer") pursuant to the purchase Agreement . capitalized terms ur.i 1,.r.ln and not otherwise defined have the meanings ascribed to them in the Letter of Representations of Arcadian Improvement company, LLC (the ,,Letter of Representations"), dated ,2023,delivered by the Master Developer' Each of the undersigned certifies that he or she is farniliar with the facts herein certified and is authorized and quarified to certify the sar'e as an autrrorized officer of the Master Developer, and each of the unO..ri'gn"J, or', befraff of the Master Developer' fufiher certifies as follows:
l. The Master Developer has received the fi'al official Statement dated -,2024rerating to the Bonds (the ,.officiar statement,,). Eacrr staten']ent, representation and warranty made in the Letter of Representations is true and correct in all material resplcts on and as of tlie date hereof with the same effect as if nrade on the clate hereof, except tlrat atl .references therein to the Preliminary official Statement shall be deemed to be leferences to the final official Statement' 2' To the Actual Knowledge of tlre UncJersigrred, no event has occurred since the date of the prelirninary official Statement affelting rhe statenrents and inforrnation described in Paragraph 3
EXHIBIT O
FOLSOM RANCH FINANCING AUTHORITY
CITYoFFoLSoMCOMMUNITYFACILITIBSDISTRICTNo.23
(FOLSOM RANCH) IMPROVEMBNT ARBA NO' 2
SPECIAL TAX REVBNUE BONDS
SERIES 2024
CLOSINGCERTIFICATEoFARCADIANIMPROVEMENTCOMPANY,LLC
,2024
.ltrf R-qR?q-467 I v11824(t67 -{\141
o-l
12/12/2023 Item No.2.
of the Letter of Representations relating to the ]ftltl Developer and its activities in the Improvenrent Area *nl"n should be discloJed in the official Statement for the purposes for which it is to be used in order to nrake such statements and information contained in the official statement not misleading in any material respect'
3. For the period through 25 days after the "End of the underwriter Period" as defined in the purcrrase Agreenrent, if any event reratin-g to or affecting the Master Developer or the ownership of tlre Properry by the Master beveloper shaf occur us u t"sult of which it is necessary' in the opinion of the Underwritelorcounsel to the City, to amend or supplementthe Official Staternent in order to make the official Statement not misleaiing in the light of the circumstances existing at the time it is delivered to a purchaser, the MasterDeveloper shalf reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplemTJ t9 the Official Statement in form and substance reasonably satisfactory to the Underwritei and Disclosure counsel which will amend or supplement the official State#nt so that it wiil not contain an untrue statement of a material fact or omit to state a material iu., n.""rrury in order to make the statements therein' in the light of the circumstances existing at the time the official Statement is delivered to a purchaser, not misleading.
Each of the undersignecl has executed this Closing Certificate solely in his or her capacity as an officer or representative*of the tvturte,- Developer un! h" or she will have no personal liability arising from ol relating to this Closing Certificate'
ARCADIAN IMPROVEMENT COMPANY, LLC'
a California limited Iiability company
By
d ri?5t-9Rf 9-4(r 1 | t 3 ll)24661 -A | 4 1
o-2
12/12/2023 Item No.2.
ATTACHMENT 8
12/12/2023 Item No.2.
DISTRICT CONTINUING DISCLOSURB CERTIFICATE
TRICT CONTINUING DISCLOSURE CERTIFICATE (tlris "Disclosure Certificate"),THIS DIS dated as of 2424, is executed and delivered by the City of Folsom Conrmunity Facilities District No. 23 (Folsorn Ranch) (the "District") relative to the Folsom Ranch Financing Authority (the "Authority") in connection with the issuance by the Authority of the Fo lsorn Ranch Finatrcing Authority City of Folsoni Community Facilities District No. 23 (Folsorn Ranch) In't provement Area No. 2 SPecial Tax Revenue Bonds, Series 2A24 $he "Bouds") The Bonds are being issued pursuant to a Trust Agreement (the "Trust Agreetnent"), among the District, tlre Authority and U.S. Bank Trust Company, National Association (the "Trustee")' Tlre District covel'l ants at:d agrces as fcrllows SECTION 1. purpose qf the Discl-osurgCertilicatc. The Disclosure Ceftificate is being executed and delivered by the Dirm for th" b"n"nt "rtir., Hora*r and Beneficiai owners of the Bonds and in order to assist the Participating Underwriter in cornplying with S'E'C' Rule l5c2-12(b)(5)' SECTION 2. Definitions. hi addition to the definitiorrs set forth in the Trust Agreement, which apply to any capitalizJG.nr ,,."4 in this Disclosure Certifrcate unless otherwise defined in this Section' the iollowing capitalized terrns shall have the following meatrings:
,,Annual Report,'mealts any Annual Report provided by the District pursllant to, and as described in, Sections 3 and 4 hereof.
,.Annual Reporl Date,, lneans the date in each year that is nine months after the end of the District's fiscal year, which date, as of the date of this Disclosure Cerlificate, is April 1' .,Dissemination Agent" shall mean NBS, or any successor Dissetnination Agent designated in writing by the District and-which has filed with the District a written acceptance of such designation. .,EMMA SysteDr,'means the MSRB's Electronic Municipal Mar-ket Access system, or sucb other electronic system designated by the MSRB'
..Financial Obligation,,means, for purposes of tlie Listed Events set out in Section 5(a)(10) and Section 5(bX7), a (i) deb't obligation;1ii; Aeiivative instrument entered into in connection with, or pledged as security or a source of paynient for,'an existing or planned debt obligation; or (iii) guarantee of (i) or (ii)' The term ,,Financial obiigation" shall not include Municipal Securities (as defined in the securities Exchange Act of 1934, asJmended) as to which a final official statement (as defined in the Rule) lias been provided to the MSRB consistent with the Rirle'
..Listed Events" means any of the events listed in sttbsection (a) of Section 5 heleof' ,.MSRB,, means the Municipal SecLrrities Rulerraking Board, or any successor tltereto. "Official Statement" lneans the Official Staternent, dated 2024, relating to the Bonds ,,pafiicipating Underwriter" rreans the original underwriter of the Bonds required to coniply with the Rule in connection with the offering of the Bonds'
..Rltle" lneans Rule l5c2'12(b)(5) adopted by the Securities and Exclrange cournrissiott underthe Sectrrities Exchange Act of 1934, astlte sanre nray be amended ft'om tinre to tirne' SECTION 3. Provision of AnnrrallSepgflS'
1.
12/12/2023 Item No.2.
(a) The District shall, or shall cause the Dissernitration Agent to, provide to the MSRB tlrrough 1he EMMA System, in a. electroni" forn,uiond u""o*punied by identif ing information all as prescribed by the MSRB, u" nn''rili R;;;* *ni"n is consistent with the requirements of Sectiou 4 hereof, not later tlrantheAnnualReportDate,cornnrerc*rgwittrtlrereportforthez02z-z3Fiscalyear.
TlreAnnualReport
may be sub'iitted as a si'gle docunrent or'.as separate docurnents courprising a package, aud may include by reference otlr". intorn uiion as provided in Sectio' 4 hereof; provided, however' tlrat the audited financial staterneills of t5e District may be subrniteJ ,"p"*t"rv rron,'il'," balance of the A'nual Repofi, a'd later tha' trre date required above for the nring oflne Rnnuui Report if not available by that date' If tlre District's fiscal year changes, it sliall, or shall instiuct the Dissernination Agent to' give notice of such change in the sa'e manrer as for a Listecl Event under subsection (e) of Sectiorr 5 hereof. The first Antrual Report may include tlie filing of or referetrce to the Official Staternent' (b) Not latertl.ran 15 business days priorto.the date specified in subsection (a) of this Section for tlre pr.oviding of trre An'ual Report ,o ir.r" rrrisnn, the Districi srran provide the Annual Repofi to the Disserninatiorr Agertt.
(c) If the Dissemination Agent is other than the District, then not later than fifteen (15) Business Days prior to said date, trre Di.il;; Jail provide the Annuar Report to the Dissemirratior Agent, If the District is u'able to provide tn" nnnrut ["p"tt t" the MSRB by the Annual Report Date' the District shall send a notice to the NiSRB in substantiJty tlie to* attached as Exhibit A to the Disclosure certificate' (d) The Dissernination Agent shall:
(i) provide any Annual Report received by it to the MSRB, as provided lrerein; arid (ii) file a report with rhe District certifying tliat the Annual Report has been provided pursuallt to this Disclosure certificate and stating the date it was so provided' SECTION 4 Co ol' nual The District's Annual Report shall contatn or incorporate by reference the following:
(a) The District,s audited firrarrcial Statemettts, if any, prepared in accordance witlr generally accepted accouuting pr;n"iff"t as prgmul.eated to apply to governmental entities frorn time to tirne by tlre Governrrental aciounting Standirds gourd. If the District's audited fi'ancial staternellts, ii;;, are rtot available by the tirie the A11ual Report is required to be filed pursuant tosubsection(a)ofsection3lrereoitheAnntralRepoftshallcontainurlauditedfinancial statelxerts, and the a'dited firrancial staternents, if any, shall be filed in the sane lnallller as tlle Annual Report when they b""o,rl" uuuilable. li ttre uistrict's finaucial stateneltt is included or consolidated with the financial statement for the City of Folsorn (the "City"), then the District shall file the City's audited financial statemetlts as its own' (b) The following ilrfornratiotr:
(i) The principal anrount of Bonds and any bonds secured by Additiorial Local obligations(asdefinedirrtlreofficialstaternerrt)outstandingasoftheDecenrber3lnext precedi'g the Annual Report nu,. oro,rg with debt servi"e schedules for the Bonds and atiy bonds secured by Additional Local ourig"iiorir (as defi'ed i' the official statenrent) o'tstanding as of suclr date;
(ii) T5e balance in each reserve account for the Local Obligatious, and a slatemettt of the required bond reserv" u,rount. us of the December 3l next precedirrg the Annual Report Datel 2
12/12/2023 Item No.2.
(iii) Tlre total assessed value of all parcels within tlte lnprovettlerlt Area orr whiclt the Special raxes are levied, as shown on tl-re assessnreut roll of the Sacratrletrto coutrty Assessor last equalized prior to the December 31 next preceding the Annual Report Date' and a statement of assessed varue-to-rien ratios therefor based or sp""iur tax and assessrirent debt, eitrrer by individual parcel or by categories (e'g', "below 3:1"' "3:1 to 4:1" etc'); (iv) Tlie Special Tax delinquency rate for the lmprovemetrt A|ea as of the December 3 I next precedi'g the Annual n.pott-irt.; ihe number of parcets within the lnprovement Area delinqrrentinpaymentofspecialtaxesasortu"December3lrrextprecedingtlreArrnualReport Date; the u,r,ount of each a"tinqu.n"f the length of tirne delinquent and the date on which foreclosure was comme'ced, o, ,i*ilur inforrnation pefiaining to delinquencies deemed appropriate uv tire nisi*"t; provided, ho**u",", that parcels with aggregate delinque'cies of $1'000 or less (excluding penalties unO int"orq ,r,ui u" grouped togetlrer and such information may be provided bY category;
(v)Thestatusofforeclosureproceedingsandasulnn.lalyoftlreresultsofany foreclosure sales in the Improvelnent Area as of the December 3 1 next precedirig tlre Anttual Repofi Date;
(vi) The identity of any properry owner, repfesenting morc than 5% of the special Tax levy, deliuquerrt in payrnent of special taxes as of tlre Decernber 3l next preceding the Annual Report Date;
(vii)Alltentativearrdfirralmapsapproved.and/orrecordedwithirrthelmprovement Area, describing the gross acres, th" ;;;";J commercial acres and tlte nttmber arid type of pla,ned residential dwelling units;
(viii) The nurnber of new building permits issued and a description of the purpose of such pemrits (e.g., new single-family, n"* nt"uttl-rt:nily, new coniniercial' new industrial); (ix)AlandownerslripSummalylistingthetopterrSpecialTaxpayersfortlre Improvement Area, as shown On tl.le assesJment ,ott or the Sacramento county Assessor last equalized prior to the December 31 next preceding tlre Annual Reporl Date; and (x) For the current Fiscal year, the amoLrnt of the Effective Tax Rate Evaluation Maxirnurn Facilities Special Tax, the Maxirnum Facilities Special Tax' the actual Facilities special Tax levied witlrin the Improvement Area and tlre actual Special rax levied witlrin the Improvement Area,withsuchamountsreportedseparatelyforDevelopedProperty'smallLotFinalMapProperty and Large L";p;;;*y;provided, hl*"u"i tbat once ail Taxable Property within the Ir'provement Area is Developed property, the Maximurn Facilities Special rax and the actual Facilities Speciai Tax and the actual Special ru* r"ui"J nray each be shown on an aggregate basis in the Annual Report. For the purposes of this ,ulpuroituph (x), all capitalized ternts t"tsed but not otherwise defi'ed 5erein shall have the meanings ascribed thereto in the Amended Rate and Metliod of Appotlionment for the Improvement Area'
lrradditiontoatryoftlleinformationexpresslyreqLriredtobeprovidedunderthisSection,aSset forlh above, the District shall provide ,u.l-, fu,tli"l. information, if any, as lllay be necessary to nrake tlre specifically .equired
-rOi.,',',.,itr,
in the Iight of the circttmstauces urrcler which they are tnade' trot nr isleading.
3
12/12/2023 Item No.2.
Arryoralloftheitenrslistedabovenraybeincludedbyspecificreferetrcetootlrerdoculrretrts, i'cluding officiar statements of clebt issues of itre District or i"laied p'bric entities, which have been sub'ritted to the MSRB tSrough the EMMA syr,",n. The District shali clearly identify each such other document so included by reference'
SECTION 5 Reportirr sofSi tciln
(a) pursuant to the provisions of this Section, the District slrall give notice, or cause notice to be given, uot less than ten Business Duy. Jer the occurretrce of a'y of the following events with respect to the Bonds:
(i) Plincipal and interest payrnent delinquencies'
(ii) U'scheduled draws orr debt service reseryes reflecting financial difficulties' (iii) Unscheduled draws on credit enhancements reflecting financial difficulties' (iv) Substitutiorr of credit or liquidity providers, or their failure to perform' (v) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final deteilninations of taxability, Noii.", of Proposei Issue IRS Form 5?01 TEB) or other material notices or detenninations witlr r.espect to the tax status of the Bonds, or other material events affecting tlte tax-exempt status of tlre securiry'
(vi)
(vii)
(viii)
Defeasances.
Tender offers
Bankruptcy,insolvency,receiverslriporsinrilareventoftlreobligatedperson' Note: For the purposes of tlre event identified in subparagraph (ix), the event is considered to occllr *t"n uny of trre foilowing occur: the appointment of a receiver, trustee or similar ofdcer for an obligat-d persor in a proceeding under the U.S. Bankruptcy Code or in auy other proiedirrg under state or federal law in which a coutt or gou.,n'''"ntul authority has allumef jurisdiction over substantially all of tlie assets or busiress of tl'," obligated person, or if such jurisdiction has been assunred by leaving the existing govemmental body and officials or officers i',lott.ttio,i but ,ubJ.ct to the supervision and orders of a couft or govefnmelltal authority, or the entry of an order confirming a plan of reorgat.lization,u,,u''g",,.,"n.o."liquidatio.nbyacourtorgovernmentalauthority lraving supervision o,:pritai"tion over substalrtially all of the assets or business of the obligated Person,
(ix) Ratirrg clranges'
(x) Default, evettt of acceleration, ternrinatioll evettt, modification of terms or other similar everts under the tenns of a ti,*n"iul obligation of the District, arly of which reflect financial difflculties.
(b)TlreDistrictslrallgivettotice,ofcatlsenoticetobegivetr,notlessthantenBusinessDays after the occurrence of arty of tlre fillowing events with respect to the Bonds' if material:
4
12/12/2023 Item No.2.
(i) Modifications to rights of Bond holders'
(ii) Bond calls'
(iii) Release, substitutiott or sale of property securing repayment of tlre Bonds' (iv) Non-paymentrelateddefaults'
(v) The cousummation of a merger, consolidatiou, or acquisition involviug an obligated persor or the sale of all or substantially all of the assets of the obligated person, other than in ttt" ordi,tary course of busirress, the entry into a definitive agreement to undeftake such an action or the tennination of a definitive agreement relating to any such actions, other than pursuant to its tenns.
(vi) Appointrnent of a successor or additional trustee or the clrange of name of a trustee.
(vii) Incurrence of a Financial Obligation of the District, or agreemellt to covenants, eveuts of defa'lt, remedies, priolity rights, or similar terms of a Financial Obligation of the District' any of whiclr affect Bondholder s-
(c) Whenever the District obtains knowledge of the occurrence of a Listed Event described in subsection (b) above, the District shall determine if sucir event would be rnaterial under applicable federal securities laws.
(d) If the District learns of the occurrence of a Listed Event described in sr'rbsection (a) of this Section, or determines that knowledge of a Listed Event described in subsection (b) of this Sectiol would be material r"rnder applicable federJ securities laws, the District shall notif,r the Dissemination Agent thereof in writi'g and instruct the Dissemination Agent to report the occurrence pursuant to subsection (e) of ttris Section. If in response to a request under su6section 1-u; ortnls Section, tlie District determines that tlre Listed Event would not be material unJer applicable Fed'eral securities law, the District shall so notify the Dissemination Ag"nf in writing and instruit the Dissemination Agent not to repo( the occnrreuce pursllant to sr-tbsection (e) of this Section'
(e) If ihe Dissemination Agent has been instrr:cted by the District to report the occurrence of a Listed Event, tlre Dissernination Agent shall file a notice of such occurrence with the MsRB through the EMMA Systern. Notwithstanding tle foregoing, notice of Listed Events described in paragraph (vii) of subsection (a) of this Section and paragraprr'<iiiorsubsection (b) of this section need not be given under this subsection any earlier than the notice (iianv) of the underlying event is given to holders of affected Bonds pursuallt to the Tn"rst Agreemetrt'
SECTI ON 6. Ternrin of The District's obligations under tlris Disclosr:re Certificate shall ternrinate upon the legal defeasance, prior redemption or payment in full of all of the Borrds. If such terrli natiott occtlrs prior to the final maturity of the Bonds, tlre District shall give notice of sLrch ternrination in the sanre ntallller as for a Listed Event under subsection (e) ofsection 5 hereof SECTION 7. Dj:$gqrination A[ent. The District may, fronr time to time' appotllt or engage a Disseniinatio' Agent t;r*[t l out its obligations underthis DisclosLrre ceftificate' a'd may disclrarge any suclr Disseminatio'Agent, *itl, ot without appointing a successor Dissenrinatiott Agent' The Disserniration Agent shall not be respousible in any rylanner for tbe colltent of any ltotice or report prepared by the Distriit ptrrsrtallt to the Disclosure Certificate' 5
12/12/2023 Item No.2.
SECTION B. Amerrdment, Waiver. Notwithstanding any other provisiori of tlris Disclosnre Certificate,tt.,"oi,t,.i"@isclosureCertificate,andanyprovisionofthisDisclosure Certificate may be waived, provided that the following conditions ale satisfied:
(a) if the arnendment or waiver relates to the provisions of zubsection (a) of Section 3 hereof, Section 4 hereof or subsections (a) and (b) of Section 5 hereof, it rnay only be rnade in col,rection with a change in circumstarrces tlrat arises from a change in legal t'equirenrents, change in law, or change in the identity, nature or status of an obligated person witlr respect to the Bonds, or tYPe ofbusiness conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognizei bond counsel, have complied with the requirements of the Rule at the tirne of ttr" prirnury iffering of the Bonds, after taking into account any amelldments or interpretations of the Rule, as well as any change iu circumstauces; and (c) the proposed amendment or waiver (i) is approved by Owners of the Bonds in the manner provided in ihe Trust Agreement for amendments to the Trust Agreement with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond cotlnsel, materially impair the interests of owners or Beneficial owners of the Bonds.
If tbe annual filancial information or operating data to be provided in the Annual Repoft is amended prr.suant to t6e provisions hereof, the annual dnun"iul infonnation containing the amended operating data or financial ipformation shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided' If an amendmetrt is made to the undeftaking speci$'ing the accounting principles to be followed in preparing figancial statements, the annual financial information for the year in whiclt the change is made shall prese't a comparison between the financial statements or infornration prepared on the basis of the new accounting principles and those prepared on the basjs of the former accounting principles. The comparison shall include a qualirative discussion of the differences in the accounting principles and the impact of tire cSarrge in the acconnting principles on the presentation of the-financial statenrents or information, in order to provide information to investors to eiable them to evaluaie the ability of the District to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be given in the same mallrler as for a Listed Event under subsection (e) of Section 5 hereof.
SECTION 9. Additional Inforrnation. Nothing in this Disclosule Cerlificate shall be deemed to prevent the District rrrn air*.in-otinfunyith.t information, using the meaus of dissemination set forth in tlris Disclosure cedificate or any other means of communication, or including any other information in a'y Annual Report or notice of occurreuce of a Listed Event, in addition to that wliich is required by this Disclosure Certificate, If the District chooses to include any informatiotr irr any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Cerlificate, the District slrall have no obligation under this Disclosure certificate to Ltpdate such information or include it in any future Annual Report or notice of occurtence of a Listed Event' SECTION 10. Defar,llt. In the event of a failure of the District or the Dissemination Agent to cornply with a1y pronirion of this Disclosure Certificate, any Holder or Beneficial Owner of outstanding Bo,ds may take such actions as may be necessary and appropriate, includirrg seeking mandate or specific perl.onnance by court order, to cause the District to comply with its obligations under the Disclosttre Cerlificate. A default underthe Disclosure Cerlificate shall not be deenred an Evettt of Default underthe 6
12/12/2023 Item No.2.
Trust Agreement, and the sole rerr-redy under the Disclosure Certificate in tlre event of any failure of the District to comply with tlre Disclosure Certificate slrall be an action to compel perfonnance.
SECTION 1I Duties. Immunities and Liabil ities of Dissernination Asent. The Dissemination Agent shall be entitled to the protections and limitations from liability afforded to the Trustee under the Trust Agreement. The Dissenrination Agent shall not be respolsible 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 Ceftificate, and the District agrees to indernnifli and save tlre Dissemination Agent, its officers, directors, employees and agents, hannless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, includingthe costs and expenses (including attorneys' fees) of defending against any clairn of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the District under tlris Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
SECTION 12. Beneficiaries This Disclosure Ce*ificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other persotr or entity.
SECTION 13. Counterpafts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the District has executed this Disclosure Certificate as of the date first above written.
CITY OF FOLSOM COMMUNITY
FACILITIES DISTRICT NO. 23
(r'oLSoM RANCTT)
By;
7
12/12/2023 Item No.2.
Nanre of Issner:
Name of Issue:
EXHIBIT A
NOTICE OF FAILURA TO FILE ANNUAL REPORT
Folsom Ranch Financing Authority
Folsom Ranch Financing Authority City of Folsonr Corrrrlunity Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Reveuue Bonds, Series 2024
Date of Issuance ,2024
NOTICE IS HEREBY GIVEN that the City of Folsom Community Facilities District No. 23 (Folsorn Ranch) (the "District") lras not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosule Certificate, dated 2024, exectrted by the District for the benefit of the Holders and Beneficial Owners of the above-referenced bonds. [The District anticipates that the Annual Report will be filed by .l Dated:
CITY OF FOLSOM COMMUNITY
FACILITIES DISTRICT NO. 23
(FOLSOM RANCTT)
Finance Director of the City of Folsom
I
12/12/2023 Item No.2.
ATTACHMENT 9
12/12/2023 Item No.2.
Folsom Ranch Financing Authority
City of Folsom CFD No. 23 (Folsom Ranch) lmprovement Area No. 2 SpecialTax Revenue Bonds, Series 2024
SB 450 Summary / Government Code 5852.1*
Total Estimated Par Amount
Total Estimated Net Premium or (Net Original Discount)
Total Estimated Bond Proceeds
A. True lnterest Cost (TlC) of the Bonds
B. Sum of all fees and charges paid to 3rd parties
Cost of lssuance
Underwriter's Discount
Additional Proceeds
Bond lnsurance
Debt Service Reserve Fund Surety
C. Bond Proceeds Net of Reserves, Capitalized lnterest and 3rd Party Fees and Charges
Bond proceeds
Less Reserve Fund
Less Sum of all fees and charges paid to 3rd parties
Less Capitalized lnterest
D. Total Payment Amount
Total Principal and lnterestto Maturity**
Special Tax Admin. /Continuing Disclosure Fee
Fiscal Agent Fee
Arbitrage /Rebate Fee
County Col lection Charge
$10,390,000
($17s,s46)
$10,2'14,454
5.47"/o
1 $374,680
250,000
1 124,6801
01 01
01 $8,819,774
10,214,4541
(828,138)
1 (374,68q1
(1e1 ,8641
$22,314,873
21,587 3731
585,000
2 105,000 3
22,500 4
15,000 s
:
= FIELDMAN IROLAPP5 & ASgrCrr\TES
*Summary reflects good faith estimates as of 11/30/23 and all costs associated with the financing; subject to changebasedoninterestrates.marketconditions,andotherfactors. Estimatesdonotimposeany limitations or constraints upon authorized parameters, which differ from the estimates above ** Less Capitalized lnterest, if any
Sources:
1 Preliminary Cash Flows from Piper Sandler with market rates as of 11/30/23 plus 25 bps 2 Per NBS - estimated 30 years at $19,500 per year
3 Per US Bank - estimated 30 years at $3,500 per year
a Per NBS - estimated 30 years at $750 per year
s Per NBS - estimated 30 years at $500 per year
12/12/2023 Item No.2.
City of Folsom CFD No. 23 (Folsom Ranch) lmprovement Area No. 2 SpecialTax Bonds, Series 2024
SB 450 Summary / Government Code 5852.1*
Total Estimated Par Amount
Total Estimated Net Premium or (Net Original Discount)
Total Estimated Bond Proceeds
A. True Interest Cost (TlC) of the Bonds
B. Sum of all fees and charges paid to 3rd parties
Cost of lssuance
Underwriter's Discount
Additional Proceeds
Bond lnsurance
Debt Service Reserve Fund Surety
C. Bond Proceeds Net of Reserves, Capitalized lnterest and 3rd Party Fees and Charges
Bond proceeds
Less Reserve Fund
Less Sum of all fees and charges paid to 3rd parties
Less Capitalized lnterest
D. Total Payment Amount
Total Principal and lnterestto Maturity**
Special Tax Admin. /Continuing Disclosure Fee
Fiscal Agent Fee
Arbitrage /Rebate Fee
County Collection Charge
$10,390,000
($175,546)
$10,214,454
5.47"/o
1 $374,680
2s0,000
1 12.4,6801
01 01
01 $8,819,774
10,214,4541
(828,138)
1 (374,68q1
(191 ,8641
s22,275,873
21,587 3731
585,000
2 66,000
3 22,500 4
15,000 s
*Summary reflects good faith estimates as of 11/30/23 and all costs associated with the financing; subjectto change based on interest rates. market conditions, and other factors. Estimates do not impose any limitations or constraints upon authorized parameters, which differ from the estimates above ** Less Capitalized lnterest, if any
Sources:
1 PreliminaryCash Flowsfrom PiperSandlerwith marketratesas of 11/30/23 plus25 bps 2 Per NBS - estimated 30 years at $19,500 per year
3 Per US Bank - estimated 30 years at $2,200 per year
a Per NBS - estimated 30 years at $750 per year
s Per NBS - estimated 30 years at $500 per year
FIELDMAN IROLAPP
& ASXICIATTS
12/12/2023 Item No.2.
12/12/2023 Item No.3.
This page is intentionally left blank
to facilitate double-sided printing.
12/12/2023 Item No.3.
17yHEREAS , in tggz,Worcester Wreath Company owner, Morrill Worcester, with the aid of tvtaine Senator Olympia Snowe, arranged to donate, transport,-and piace Maine balsam fir wreaths on the g.u""'r of the falien heies at Arlington National Cemetery each December in honor of our fallen veterans; and
WHEREAS, the tribute each holiday season to honor each branch of the military, service men and women, continued annually, and in zoo5 nationai interest inspired and prompted the formation of Wreaths Across America project; and.
WHEREAS, in z006, with the help of the Civil Air Patrol and other civic organizations, simultaneorr, *""uih-layrng ."r.-o-ni"s were held at over 15o locations around the country; and
WHEREAS , in 2oo7,the Worcester family, along with veterans, and other groups and individuals who heffi with the annual wreath cerLmony at Arlington, fo_rmed wreaths Across America, u ,ron-proiii Sor(c)g organization with the mission of: Remember our fallen ;t.*;;; rr"r"* th;; *tro I"*"", and Teach our chiidren the value of freedom; and WHEREAS, through the hard work and generosity of the people involved in the Wreaths Across America, hundreds olthousands of wreaths have been sent to cemeteries and veterans' memorials annually for wreath-la5,T ng on the second or third Saturday in December; and WHEREAS, on December 13, zooS the U.S. Congress unanimouslyvoted this day as Wreaths Across America DaY; and
WHEREAS, Wreaths Across America has chosen "Serve And Succeed," as its zoz3 theme to ;";;;"g" y;"th involvement in communities to serve in even small ways that can make a big impact; and
WHEREAS, Saturd.ay, December L6, 2o2g, has been designated by the Wreaths Across America organization as the date for this year's wreath-laying ceremonies to occur' NOW, THEREFORE, I, ROSARIO RODRIGUF;Z,MayoT of the_city of Folsom, do hereby p.o"fui* necember L6, zo2gas Wre-aths Across America Day iq the City of Folsom and '"rr"orrrug" our citizens'to "S6rve And Succeed" in joining Wreaths Across America volunteers ana otfr"", patriotic, community, and veteran organizations to participate in the Wreaths Across America Day ceremonies and ilien wreath-lur"g activities at the Lakeside Memorial Lawn Cemetery and the Mormon Island Relocation Cemetery'
PROCI-AIMED this rzth day of December zoz3
PROCI,AMATION
OF THE MAYOR OF THE CITY OF FOLSOM
PROCLAIMING DBCEMBER t6, zoz3 AS
\,\rREATHS ACROSS A]VIERICA DAY
Rosario Rodriguez, MaYor
12/12/2023 Item No.4.
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to facilitate double-sided printing.
12/12/2023 Item No.4.
DECLARATION OF THE FOLSOM CITY COUNCIL
REAFFIRMING ITS COMMITMENT
TO PROMOTINGAN
INCLUSIVE, SAFE ENVIRONMENT FORALL
WHEREAS, the City of Folsom unequivocally condemns violence against innocent civilians in both Israel and Palestine, and calls on the world's leaders to pursue means to urgently cease violence against civilians and ensure safe, humanitarian conditions not just temporarily, but permanentlY;
WHEREAS, all human life is precious, and the targeting of innocent civilians, no matter their faith or race, is horrifying and unacceptable and must stop;
WHEREAS, according to a Novemb et 29, 2o2g report from the United Nations Office for the Coordination of Humanitarian Affairs, over L,2oo human beings in Israel (source: Israeli Prime Minister's Office) and over 14,ooo human beings in Palestine (source: Gaza Health Ministry) have lost their lives since October 7,2023; WHEREAS, the City of Folsom grieves and mourns alongside innocent, civilian victims and their loved ones caught in the crossfire of violence in regions in conflict worldwide;
WHEREAS' our region is home to people from many different backgrounds, including those with familial, cultural, and/or religious ties to countries and regions in conflict; and
WHEREAS, the City of Folsom recognizes that people in our own Folsom community may be deeply affected by current events, even if they are taking place thousands of miles away; and
12/12/2023 Item No.5.
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12/12/2023 Item No.5.
Folsom City Council
Staff Report
1 MEETING DATE:
12/12/2023
AGENDA SECTION:
Consent Calendar
SUBJECT: Receive and File SB-165 Annual Reports for Community Facilities Districts No. 13, No. 14, No. 2013-1, No. 16, No. 17, No. 18, No. 19, No. 20, No. 21, No. 22, and No. 23 to Comply with the Local Agency Special Tax Bond and Accountability Act
FROM: Finance Department
RECOMMENDATION / CITY COUNCIL ACTION
It is recommended that the City Council receive and file SB-165 Annual Reports for Community Facilities Districts No. 13, No. 14, No. 2013-1, No. 16, No. 17, No. 18, No. 19, No. 20, No. 21, No. 22, and No. 23 to Comply with t he Local Agency Special Tax Bond and Accountability Act.
BACKGROUND / ISSUE
The Local Agency Special Tax Bond and Accountabilit y Act (the “Act”), enacted by Senate Bill 165, is codified in California Government Code Sections 50075 through 50077 and 53410 through 53412. The Act requires:
that any local special tax measure subject to voter approval contain a statement indicating the specific single purpose of the special tax that the proceeds of the special tax be applied to that purpose the creation of an account into which the proceeds shall be deposited an annual report containing specified information concerning the use of the proceeds.
The Act imposes similar accountability requirements with respect to any local bond measure that is subject to voter approval that would provid e for the sale of bonds by a local agency.
These requirements only apply to local agencies that have imposed special taxes or issued bond measures subject to voter approval after January 1, 2001.
12/12/2023 Item No.6.
2 The City currently has 18 districts which have imposed special taxes or issued bond measures subject to voter approval after January 1, 2001. These districts are:
Community Facilities District No. 13 (American Rive r Canyon North Maintenance District)
Community Facilities District No. 14 (Parkway II)
Community Facilities District No. 2013-1 (Water Facilities and Supply) Community Facilities District No. 16 (The Islands at Parkshore) Improvement Area 1 Community Facilities District No. 16 (The Islands at Parkshore) Improvement Area 2 Community Facilities District No. 17 (Willow Hill Pipeline) Community Facilities District No. 18 (Folsom Plan A rea – Area-Wide Improvements and Services)
Community Facilities District No. 19 (Mangini Ranch)
Community Facilities District No. 20 (Russell Ranch)
Community Facilities District No. 21 (White Rock Springs Ranch) Community Facilities District No. 22 (Folsom Heights) Community Facilities District No. 23 (Folsom Ranch) Improvement Area 1 Community Facilities District No. 23 (Folsom Ranch) Improvement Area 2 Community Facilities District No. 23 (Folsom Ranch) Improvement Area 3 Community Facilities District No. 23 (Folsom Ranch) Improvement Area 4 Community Facilities District No. 23 (Folsom Ranch) Improvement Area 5 Community Facilities District No. 23 (Folsom Ranch) Improvement Area 6 Community Facilities District No. 23 (Folsom Ranch) Improvement Area 7
The Chief Fiscal Officer of these 18 districts here by submits the annual reports for each of these districts.
POLICY / RULE
1. California Government Code, Section 50075.3 states the chief fiscal officer of the levying local agency shall file a report with its governing body no later than January 1, 2002 and at least once a year thereafter. The annu al report shall contain both the following: (a) The amount of funds collected and expended; and (b) the status of any project required or authorized to be funded as identified in Section 50075.1(a).
2. California Government Code, Section 53411 states the chief fiscal officer of the issuing local agency shall file a report with its governing body no later than January 1, 2002 and at least once a year thereafter. The annual report shall contain both the following:
(a) The amount of funds collected and expended; an d (b) the status of any project required or authorized to be funded as identified in Section 53410(a).
3. California Government Code, Section 50075.1(a) requ ires a statement indicating the specific purposes of the special tax.
12/12/2023 Item No.6.
3 4. California Government Code, Section 53410(a) requir es a statement indicating the specific purposes of the bond.
ANALYSIS
Community Facilities District No. 13, American Rive r Canyon North Maintenance District, was established July 24, 2001, primarily to fund th e maintenance of landscape areas in American River Canyon North, as well as collecting for other authorized services. In fiscal year 2023, the district collected $115,893 and expe nded $158,685. The cash balance at year end was $41,751 and the status of the district is on-going.
Community Facilities District No. 14, Parkway II, w as established September 25, 2001, to finance the acquisition and construction of certain public facilities within the district. $18,200,000 in bonds were issued May 9, 2002, and partially advance refunded July 19, 2007.
In fiscal year 2018, additional bonds were issued. The 2007 bonds were refunded on July 11, 2017, and with the final maturity for the bonds in this district remaining at September 1, 2032.
In fiscal year 2023, the district had $54,582 in co llections and expended $11,667 from the acquisition and construction fund, leaving a balanc e of $2,053,275 remaining, and the status of the district is on-going.
Community Facilities District No. 2013-1, Water Fac ilities and Supply, was established January 14, 2014 to fund all or a portion of the wa ter treatment and storage and distribution facilities, water supply costs, and other costs pursuant to the Water Supply and Facilities Plan and Agreement. In fiscal year 2023, the district collected $2,013,068 and expended $1,972,277.
The cash balance at year end was $1,039,149, and the status of the district is on-going.
Community Facilities District No. 16, The Islands a t Parkshore, was established March 10, 2015 to finance the acquisition and construction of certain public facilities within the district, and to fund ongoing maintenance of the improvements within the district. In fiscal year 2023, Improvement Area 1 had no collections nor expenses for the project fund, leaving a remaining balance of $0. The debt service reserve account for Improvement Area 1 had a balance of $428,622. On July 18, 2019, bonds were issued for I mprovement Area 2. In fiscal year 2023, Improvement Area 2 had $5,842 in collections and no expenses for the project fund, leaving a balance of $180,711 remaining. The debt service reserve account for Improvement Area 2 had a balance of $237,090. In fiscal year 2023, the dis trict collected an amount of $229,883 and expended $90,319 for maintenance. The cash balance at year end was $659,749, and the status of the district is on-going.
Community Facilities District No. 17, Willow Hill P ipeline, was established March 24, 2015 to finance water facilities, including the Willow H ill Transmission Pipeline construction and rehabilitation project, within or in the vicinity of CFD No. 17. In fiscal year 2023, the district had no collections nor expenses for the project fund, leaving a balance of $0. The debt service reserve account for CFD No. 17 had a balance of $40 5,979. The status of the district is on- going.
12/12/2023 Item No.6.
4 Community Facilities District No. 18, Folsom Plan A rea – Area-Wide Improvements and Services, was established December 8, 2015 to finan ce the Willow Hill Pipeline facilities, offsite water facilities, sanitary sewer system, aquatic center phase 1 and 2, quarry road, water infrastructure, interchanges, selected trails and r oadway widenings, and other backbone facilities to serve the Folsom Plan Area. In addition, the planned services to be financed include the maintenance of parks, trails, landscape corrido rs, medians and open spaces; streets, street light and safety light maintenance; and storm drain age facilities maintenance. In fiscal year 2023, the district collected $1,582,552 and expende d $963,817. The cash balance at year end was $2,244,558, and the status of the district is on-going.
Community Facilities District No. 19, Mangini Ranch , was established January 12, 2016 to finance public facilities improvements including tr ansportation, water system, recycled water system, drainage system, wastewater system, park, p arkway, and open space improvements; Specific Plan infrastructure fee infrastructure; and other expenses. Additionally, the authorized services to be funded from the levy include open sp ace improvements, operations, and management; landscape corridor maintenance; street light, median, storm water, and community amenities maintenance; and miscellaneous costs related to any of the items described above. $28,530,000 in bonds were issued A ugust 10, 2017. In fiscal year 2020, an additional $14,040,000 in bonds were issued. In fiscal year 2023, the district had no collections nor expenses for the project fund, leaving a balance of $0. The debt service reserve account for CFD No. 19 had a balance of $3,231,456. In fiscal y ear 2023, the district collected $226,023 and expended $91,248 in the maintenance account. The cash balance at year end was $751,387, and the status of the district is on-going.
Community Facilities District No. 20, Russell Ranch , was established November 14, 2017 to finance public facilities improvements including tr ansportation, water system, recycled water system, drainage system, wastewater system, park, p arkway, and open space improvements; Specific Plan infrastructure fee infrastructure; and other expenses. $13,255,000 in bonds were issued June 5, 2018. In fiscal year 2023, an additi onal $11,225,000 in bonds were issued. In fiscal year 2023, the district had collections of $ 9,580,008 and no expenditures from bond proceeds, leaving a balance of $9,580,008 in the project fund. The debt service reserve account had a balance of $1,861,612 and capitalized interes t account had collections of $412,166 and expended $122,801, leaving a balance of $289,365. The status of the district is on-going.
Community Facilities District No. 21, White Rock Sp rings Ranch, was established February 13, 2018 to finance public facilities improvements including transportation, water system, recycled water system, drainage system, wastewater system, park, parkway, and open space improvements; Specific Plan infrastructure fee infr astructure; and other expenses. On December 5, 2019 $9,695,000 in bonds were issued. O n April 21, 2021, an additional $11,815,000 in bonds were issued. In fiscal year 20 23, the district had no collections nor expenses for the project fund, leaving a balance of $0. The debt service reserve account for CFD No. 21 had a balance of $1,543,457. The status of the district is on-going.
Community Facilities District No. 22, Folsom Heights, was established November 27, 2018 to finance public facilities improvements including tr ansportation, water system, recycled water
12/12/2023 Item No.6.
5 system, drainage system, wastewater system, park, p arkway, and open space improvements; Specific Plan infrastructure fee infrastructure; and other expenses. Additionally, the authorized services to be funded from the levy include landsca pe corridor maintenance; open space improvements, street light maintenance; and miscell aneous costs related to any of the items described above, As of June 30, 2023 the district h ad no collections nor expenses. The status of the district is on-going.
Community Facilities District No. 23, Folsom Ranch Improvement Area 1, was established May 26, 2020 to finance public facilities improvements including transportation, water system, recycled water system, drainage system, wastewater system, park, parkway, and open space improvements; Specific Plan infrastructure fee infr astructure; Special Plan Infrastructure Fee Obligation; and other expenses. Additionally, the a uthorized services to be funded from the levy include open space improvements; landscape cor ridor maintenance; street light maintenance; median and entry maintenance; neighbor hood park maintenance; community amenities; storm water management; and miscellaneou s costs related to any of the items described above. $12,925,000 in bonds were issued o n October 30, 2020. On April 27, 2022, an additional $11,855,000 in bonds were issued. In fiscal year 2023, the district had collections of $152,857 and expended $8,897,147 from bond proce eds, leaving a balance of $3,674,875 in the project fund. The debt service reserve accou nt had a balance of $1,766,987. The capitalized interest account had no collections and expended $179,921, leaving a balance of $0. In fiscal year 2023, the district collected $10 6,181 and expended $28,754 in the maintenance account. The cash balance at year end was $227,343, and the status of the district is on-going.
Community Facilities District No. 23, Folsom Ranch Improvement Area 2, was established May 26, 2020 to finance public facilities improvements including transportation, water system, recycled water system, drainage system, wastewater system, park, parkway, and open space improvements; Specific Plan infrastructure fee infr astructure; Special Plan Infrastructure Fee Obligation; and other expenses. Additionally, the a uthorized services to be funded from the levy include open space improvements; landscape cor ridor maintenance; street light maintenance; median and entry maintenance; neighbor hood park maintenance; community amenities; storm water management; and miscellaneou s costs related to any of the items described above. In fiscal year 2023, the district collected $663 and had no expenses in the maintenance account. The cash balance at year end w as $663, and the status of the district is on-going.
Community Facilities District No. 23, Folsom Ranch Improvement Area 3, was established May 26, 2020 to finance public facilities improvements including transportation, water system, recycled water system, drainage system, wastewater system, park, parkway, and open space improvements; Specific Plan infrastructure fee infr astructure; Special Plan Infrastructure Fee Obligation; and other expenses. Additionally, the a uthorized services to be funded from the levy include open space improvements; landscape cor ridor maintenance; street light maintenance; median and entry maintenance; neighbor hood park maintenance; community amenities; storm water management; and miscellaneou s costs related to any of the items described above. $9,430,000 in bonds were issued Au gust 10, 2022. The district had
12/12/2023 Item No.6.
6 collections of $8,093,030 and no expenditures from bond proceeds, leaving a balance of $8,093,030 in the project fund. The debt service re serve account had a balance of $716,648 and the capitalized interest account had collection s of $468,690 and expended $236,257, leaving a balance of $232,433. In fiscal year 2023, the district collected $182,477 and expended $185 in the maintenance account. The cash balance at year end was $183,323, and the status of the district is on-going.
Community Facilities District No. 23, Folsom Ranch Improvement Area 4, was established May 26, 2020 to finance public facilities improvements including transportation, water system, recycled water system, drainage system, wastewater system, park, parkway, and open space improvements; Specific Plan infrastructure fee infr astructure; Special Plan Infrastructure Fee Obligation; and other expenses. Additionally, the a uthorized services to be funded from the levy include open space improvements; landscape cor ridor maintenance; street light maintenance; median and entry maintenance; neighbor hood park maintenance; community amenities; storm water management; and miscellaneou s costs related to any of the items described above. As of June 30, 2023 the district h ad no collections nor expenses. The status of the district is on-going.
Community Facilities District No. 23, Folsom Ranch Improvement Area 5, was established May 26, 2020 to finance public facilities improvements including transportation, water system, recycled water system, drainage system, wastewater system, park, parkway, and open space improvements; Specific Plan infrastructure fee infr astructure; Special Plan Infrastructure Fee Obligation; and other expenses. Additionally, the a uthorized services to be funded from the levy include open space improvements; landscape cor ridor maintenance; street light maintenance; median and entry maintenance; neighbor hood park maintenance; community amenities; storm water management; and miscellaneou s costs related to any of the items described above. As of June 30, 2023 the district h ad no collections nor expenses. The status of the district is on-going.
Community Facilities District No. 23, Folsom Ranch Improvement Area 6, was established May 26, 2020 to finance public facilities improvements including transportation, water system, recycled water system, drainage system, wastewater system, park, parkway, and open space improvements; Specific Plan infrastructure fee infr astructure; Special Plan Infrastructure Fee Obligation; and other expenses. Additionally, the a uthorized services to be funded from the levy include open space improvements; landscape cor ridor maintenance; street light maintenance; median and entry maintenance; neighbor hood park maintenance; community amenities; storm water management; and miscellaneou s costs related to any of the items described above. As of June 30, 2023 the district h ad no collections nor expenses. The status of the district is on-going.
Community Facilities District No. 23, Folsom Ranch Improvement Area 7, was established December 14, 2021 to finance public facilities impr ovements including transportation, water system, recycled water system, drainage system, wastewater system, park, parkway, and open space improvements; Specific Plan infrastructure fee infrastructure; Special Plan Infrastructure Fee Obligation; and other expenses. Additionally, t he authorized services to be funded from
12/12/2023 Item No.6.
7 the levy include open space improvements; landscape corridor maintenance; street light maintenance; median and entry maintenance; neighbor hood park maintenance; community amenities; storm water management; and miscellaneou s costs related to any of the items described above. As of June 30, 2023 the district h ad no collections nor expenses. The status of the district is on-going.
FINANCIAL IMPACT
There is no discernable financial impact on the City of Folsom.
ENVIRONMENTAL REVIEW
This action is exempt from environmental review pursuant to CEQA Guidelines §15061(b)(3).
ATTACHMENT
1. SB-165 Annual Report for Community Facilities Districts
Submitted,
Stacey Tamagni
Finance Director
12/12/2023 Item No.6.
Attachment 1
12/12/2023 Item No.6.
1 SENATE BILL 165
Senate Bill 165, filed with the Secretary of State on September 19, 2000, enacted the Local Agency Special Tax and Bond Accountability Act. This Act requires that any local special tax or local bond measure subject to voter approval contain a stateme nt indicating the specific purposes of the special tax, require that the proceeds of the special tax b e applied to those purposes, require the creation o f an account into which the proceeds shall be deposited, and require an annual report containing specified information concerning the use of the proceeds. The Act only applies to any local special tax measure or local bond measure adopted on or after January 1, 2 001 in accordance with Section 50075.1 or Section 53410 of the California Government Code.
Some of the requirements of the Act are handled at the formation of the Special Tax District and other s are handled through annual reports. This Section o f this report intends to comply with Section 50075. 3 or Section 53411 of the California Government Code that states:
“The chief fiscal officer of the issuing local agency shall file a report with its governing body no later than January 1, 2002, and at least once a year thereafter. The annual report shall contain all of the following:
(a) The amount of funds collected and expended.
(b) The status of any project required or authorized to be funded as identified in subdivision (a) of Section 50075.1 or Section 53410.”
The requirements of the Act apply to the funds for the following Districts:
Community Facilities District No. 13, American River Canyon North Established July 24, 2001
Purpose of Special Tax
Community Facilities District No. 13, American Rive r Canyon North (“CFD”) primarily funds the maintenance of landscape areas of American River Ca nyon North included within the boundaries of the CFD. In addition to the maintenance costs, the CFD also provides funding for costs associated with collecting and administering the special taxes and annually administering the CFD. The special tax fu nds levied may pay for any authorized service. The Cit y may also accumulate funds for authorized services .
The CFD’s authorized services include the following:
1. The repair and maintenance of parkways, landscaping , open space, greenbelts, bikeways, irrigation facilities, soundwalls, street lights on arterial parkways, monuments and signs, and other appurtenance within and along public right-of-way.
2. Cost of scheduled inspections of the maintenance of landscaped areas.
3. Utility bills associated with the maintenance of landscaped areas.
4. CFD formation and annual administration costs.
5. Miscellaneous costs related to any of the items des cribed above including planning, engineering, legal, and administration.
12/12/2023 Item No.6.
2 Fiscal Year 2022/23 Collections & Expenditures
6/30/2022
Balance
Amount
Collected
Expended
Amount
6/30/2023
Balance
Service
Status
$84,543 $115,893 $158,685 $41,751 On-going
CFD #13 Detail
June 30, 2022 Maintenance District Fund Cash Balanc e: 84,543 $ Revenues:
American River Canyon North Direct Levy 114,311 $
Interest Earned 1,583
Total Revenues: 115,893 $
Expenses:
Water & Utilities 25,302 $
Monthly Landscape Maintenance
Repairs & Replacement 105,294
Departmental Charges -
Project Construction -
CFD Admin 6,376
Other Expenses 339
Transfers Out 24,493
Total Expenses: 161,804 $
Change in Receivables/Liabilities 3,119
June 30, 2023 Maintenance District Fund Cash Balanc e: 41,751 $
12/12/2023 Item No.6.
3 City of Folsom
Community Facilities District No. 14 (Parkway Phase II) Established September 25, 2001
Purpose of Special Tax
Community Facilities District No. 14 (Parkway Phase II) (“CFD”) provided funds to finance the acquisit ion and construction of certain public facilities and t he payment of certain fees relating to public facil ities generally described as the construction of portions of Blue Ravine Road, Parkway Drive, East Natoma Street and the Oak Avenue Parkway/Blue Ravine Road Intersection, together with street lights, soundwalls and landscaping and hardscape improvemen ts, the construction of drainage improvements within Humbug/Willow Creek Parkway, improvements to the existing sewer lift station at Willow Creek Parkway and related force mains and the construction of fire facilities and parks within the CFD.
Fiscal Year 2022/23 Collections & Expenditures
Series 2017 Special Tax Refunding Bonds
Bonds Issued July 11, 2017
$14,640,000
Fund
Initial
Deposit
Prior Years
Additions /
Interest
Prior Years
Expenses
6/30/2022
Balance
Current Year
Additions /
Interest
Current Year
Expenses
6/30/2023
Balance
Refunding
Escrow
Deposit
$15,240,765 $0 $15,240,764 $0 $0 $0 $0
Project Fund 1,790,000 2,019,806 9,445 2,010,361 54,582 11,667 2,053,275 Cost of
Issuance 88,992 88,992 0 0 0 0 0
Bond
Proceeds 389 389 0 0 0 0 0
CFD #14 Detail
June 30, 2022 Acquisition & Construction Fund Cash Balance: 2,010,361 $ Revenues:
Proceeds from Series 2017 Refunding Bonds - $
Interest Earned 54,582
Transfers In -
Total Revenues: 54,582 $
Expenses:
Construction - $
Transfers Out -
Total Expenses: - $
Change in Receivables/Liabilities (11,667)
June 30, 2023 Acquisition & Construction Fund Cash Balance: 2,053,275 $
12/12/2023 Item No.6.
4 City of Folsom
Community Facilities District No. 2013-1 (Water Facilities and Supply) Established January 14, 2014
Purpose of Special Tax
Water Treatment, Storage and Distribution Facilities
Generally, all work and improvements to design, con struct, install and upgrade the public water treatment, storage and distribution facilities desc ribed below, all to be located on public property (whether the dedicated road right-of-way, dedicated easements, or publicly-owned land), including but not limited to mobilization, clearing, grubbing, tr ee removal, protective fencing and erosion control, dewatering, lime treatment, trenching, and related appurtenant work and facilities, together with the costs and expense of engineering design, plan revie w, construction-related surety bonds or like securi ty instruments, construction staking and management, i nspection, permitting costs, and any like fees and costs incidental to such construction and installation for the following items:
Water Systems Optimization Review Program costs including:
o Costs for engineering, tests and studies, legal and other professional services and project administration
o Willow Hill pipeline lining improvement costs
Water treatment, pumping and conveyance facilities required to treat, pump and convey water from the City's water treatment plant to the Folsom Plan Area Specific Plan including:
o Water treatment plant upgrades
o Pump station, booster pumps and related appurtenances o Additional water conveyance facilities and connections Water Supply Costs
Annual water supply costs to the City pursuant to t he Water Supply and Facilities Plan and Agreement between the City of Folsom and Certain Landowners i n the Folsom Plan Area recorded on January 24, 2013.
Other Costs
In addition to the above facilities, other incident al expenses as authorized by the Mello-Roos Community Facilities Act of 1982, including, but no t limited to, the cost of planning and designing th e facilities (including the cost of environmental eva luation and environmental remediation); engineering and surveying; construction staking; utility relocation and demolition costs incidental to the construction of the public facilities; costs of project/construc tion management; costs (including the costs of lega l services) associated with the formation of the dist rict; issuance of bonds (if any); determination of the amount of taxes; collection of taxes; payment of ta xes; costs of calculating and providing reimbursements from one-time special tax payments; or costs otherwise incurred in order to carry out the authorized purposes of the district; and any ot her expenses incidental to the formation and implementation of the district and to the construct ion, completion, inspection and acquisition of the authorized facilities.
Fiscal Year 2022/23 Collections & Expenditures
6/30/2022
Balance
Amount
Collected
Expended
Amount
6/30/2023
Balance
Project
Status
$998,358 $2,013,068 $1,972,277 $1,039,149 On-going
12/12/2023 Item No.6.
5 CFD #2013-1 Detail
June 30, 2022 Fund Cash Balance: 998,358 $
Revenues:
CFD 2013-1 Water Facilities & Supply Direct Levy 1,9 26,039 $ Prepayment 39,219
Interest Earned 47,810
Total Revenues: 2,013,068 $
Expenses:
Water System Optimization Repayment (9 of 10) 179,81 3 $ Water Supply 1,700,253
CFD Admin 19,814
Transfers Out 30,770
Total Expenses: 1,930,649 $
Change in Receivables/Liabilities (41,628)
June 30, 2023 Fund Cash Balance: 1,039,149 $
12/12/2023 Item No.6.
6 City of Folsom
Community Facilities District No. 16 (The Islands at Parkshore) Improvement Area No. 1 and Improvement Area No. 2
Established March 10, 2015
Improvement Area No. 1 Bonds Issued March 15, 2018
Improvement Area No. 2 Bonds Issued July 18, 2019
Purpose of Special Tax
Facilities
The planned public facilities for Community Facilit ies District No. 16 (The Islands at Parkshore) (“CF D”) include the following: construction of sanitary sew ers (including gravity sewers, manholes and appurtenances), storm drains (including inlets, out lets, channels, structures, junctions, manholes and catch basins), water facilities (including distribu tion mains and appurtenances), power, telephone and gas utilities, street improvements (including curbs , gutters, sidewalks, landscaping and striping, tra ffic signals and street lights), bridge improvements, pa rk improvements, landscaping and slope planting, al l within or in the vicinity of the CFD. The public fa cilities shall include all related clearing and gru bbing, grading and appurtenances, and any removal or temporary signage or markings related thereto.
All street and bridge improvements include widening , paving and/or re-paving, striping, and/or re- striping, pedestrian sidewalks or other related improvements or appurtenances, and utilities are located within the public right of way.
All facilities and related costs eligible to be fun ded include all City development impact fees, sewer connection fees, water connection fees, drainage fe es, traffic mitigation fees, park fees, and other C ity fees related to facilities.
All public facilities shall include attributed cost s of engineering, design, planning, construction st aking, materials testing and coordination of the public fa cilities. The public facilities should be construc ted pursuant to plans and specifications approved by th e City (or other governmental entity that will own and operate the same).
The foregoing description of the types of facilitie s eligible to be financed is general in nature and includes any appurtenant work and incidental expens es relating to the facilities. The final nature an d location of the facilities will be determined upon the preparation of final plans and specifications f or such facilities.
Services
It is intended that the CFD will be eligible to fun d all or a portion of the costs of construction, op eration, maintenance, repair, and servicing of parks, landsc aping and irrigation improvements, street and landscape lighting, fencing and/or walls, sidewalks , trails, pathways, water quality/drainage basins, wetlands, and appurtenant facilities within or adjacent to the CFD.
The CFD may fund any of the following related to th e maintenance of the services described above:
obtaining, repairing, reconstructing, furnishing, o perating and maintaining equipment, apparatus or facilities related to providing the services and/or equipment, apparatus, facilities or fixtures in ar eas to be maintained, paying the salaries and benefits of personnel necessary or convenient to provide the services, and other related expenses and the provis ion of reserves for repairs and replacements and fo r the future provision of services. It is expected th at the services will be provided by the City, eithe r with
12/12/2023 Item No.6.
7 its own employees or by contract with third parties, or any combination thereof. The CFD may also fund administrative fees of the City related to the CFD.
Fiscal Year 2022/23 Collections & Expenditures
Improvement Area 1 Facilities
Fund
Initial
Deposit
Prior Years
Additions /
Interest
Prior Years
Expenses
6/30/2022
Balance
Current Year
Additions /
Interest
Current Year
Expenses
6/30/2023
Balance
Project
Fund $4,932,775 $4,932,775 $4,932,775 $0 $0 $0 $0
Cost of
Issuance 333,096 333,096 333,096 0 0 0 0
Reserve
Fund 430,680 431,046 0 431,046 0 2,424 428,622
Improvement Area 2 Facilities
Fund
Initial
Deposit
Prior Years
Additions /
Interest
Prior Years
Expenses
6/30/2022
Balance
Current Year
Additions /
Interest
Current Year
Expenses
6/30/2023
Balance
Project
Fund $2,798,453 $2,798,607 $2,623,738 $174,870 $5,842 $0 $180,711 Cost of
Issuance 251,582 251,582 251,582 0 0 0 0
Reserve
Fund 237,773 947 745 237,975 0 885 237,090
CFD #16 IA2 Fund Detail
June 30, 2022 Acquisition and Construction Fund Cash Balance: 174,870 $ Revenues:
Proceeds from Series 2019 Bonds - $
Interest Earned 5,842 $
Total Revenues: 5,842 $
Expenses:
Progress Payment #1 to Lewis Land Developers, LLC - $
Total Expenses: - $
Change in Receivables/Liabilities -
June 30, 2023 Acquisition and Construction Fund Cash Balance: 180,711 $
12/12/2023 Item No.6.
8 Services
6/30/2022
Balance
Amount
Collected
Expended
Amount
6/30/2023
Balance
Project
Status
$520,185 $229,883 $90,319 $659,749 On-going
CFD #16 Maintenance Fund Detail
June 30, 2022 Maintenance District Fund Cash Balanc e: 520,185 $ Revenues:
CFD #16 (IA1) Services Direct Levy 101,162 $
CFD #16 (IA2) Services Direct Levy 115,667
Interest Earned 13,053
Total Revenues: 229,883 $
Expenses:
Water & Utilities 10,147 $
Monthly Landscape Maintenance 54,548
Repairs & Replacement 2,339
Departmental Charges -
Project Construction -
CFD Admin -
Other Expenses -
Transfers Out 17,752
Total Expenses: 84,786 $
Change in Receivables/Liabilities (5,533)
June 30, 2023 Maintenance District Fund Cash Balanc e: 659,749 $
12/12/2023 Item No.6.
9 City of Folsom
Community Facilities District No. 17 (Willow Hill Pipeline) Established March 24, 2015
Purpose of Special Tax
The planned public facilities for Community Facilities District No. 17 (Willow Hill Pipeline) (“CFD”) include the following: water facilities (including the Will ow Hill Transmission Pipeline construction and rehabilitation project, and all ancillary work nece ssary or appropriate related thereto), all within o r in the vicinity of the CFD. The public facilities sha ll include all related clearing and grubbing, gradi ng and appurtenances, and any removal or temporary signage or markings related thereto.
CFD bond proceeds may not be used to pay, or reimbu rse previously-paid, development related fees, including, but not limited to, development impact f ees, City community services fee, development processing fees, school fees, sewer connection fees , water connection fees, drainage fees, traffic mitigation fees, and other City fees related to facilities.
All public facilities shall include attributed cost s of engineering, design, planning, construction st aking, materials testing and coordination of the public fa cilities. The public facilities should be construct ed pursuant to plans and specifications approved by th e City (or other governmental entity that will own and operate the same).
The foregoing description of the types of facilitie s eligible to be financed is general in nature and includes any appurtenant work and incidental expens es relating to the facilities. The final nature and location of the facilities will be determined upon the preparation of final plans and specifications f or such facilities.
Fiscal Year 2022/23 Collections & Expenditures
Fund
Initial
Deposit
Prior Years
Additions /
Interest
Prior Years
Expenses
6/30/2022
Balance
Current Year
Additions /
Interest
Current
Year
Expenses
6/30/2023
Balance
Acquisition and
Construction Fund $5,700,000 $5,700,000 $5,700,000 $0 $0 $0 $0 Reserve Account 408,381 414,066 5,338 408,728 0 2,749 405,979 Underwriter’s
Discount 96,254 96,254 96,254 0 0 0 0
Cost of Issuance 327,195 346,289 308,132 0 0 0 0
12/12/2023 Item No.6.
10 City of Folsom
Community Facilities District No. 18
(Folsom Plan Area – Area-Wide Improvements and Services) Established December 8, 2015
Purpose of Special Tax
Facilities
The planned public facilities for Community Facilit ies District No. 18 (Folsom Plan Area – Area-Wide Improvements and Services) (“CFD”) include the following:
Willow Hill Pipeline Facilities – These facilities consist of water facilities (including the Willow H ill Transmission Pipeline construction and rehabilitati on project, and all ancillary work necessary or appropriate related thereto), all within or in the vicinity of the CFD. The improvements shall include all related clearing and grubbing, grading and appurten ances, and any removal or temporary signage or markings related thereto.
Off-site Water Facilities – These facilities consis t of existing and new facilities such as a water tr eatment plant, a pump station and expansion thereof, transm ission pipelines, reservoirs, and the distribution system to serve the Folsom Plan Area.
Sanitary Sewer System – These facilities include a series of transmission pipelines, pump stations, an d force mains, to serve the Folsom Plan Area.
Aquatic Center Phase 1 – These facilities include a competitive swimming pool, a recreation activity pool, and related support pool-related buildings an d structures, such as maintenance and locker room facilities, which will serve the Folsom Plan Area.
Quarry Road – These facilities include the special road design along Prairie City Road from U.S. Highw ay 50 to White Rock Road or alternative route to accom modate heavy truck traffic to and from potential future aggregate quarry sites south of the Folsom P lan Area as identified in the City’s Truck Management Plan approved by the City Council on December 6, 2011 via Resolution 8933.
Water Infrastructure – These facilities include the development of water pipelines, booster pump stations, pressure regulating stations, water treat ment plant, water reservoirs, land costs, off-site capacity building, and systems optimization efforts throughout the CFD.
Aquatic Center Phase 2 – These facilities include a community center, gymnasium, multi-purpose classrooms, a senior center, teen activity rooms which will serve the Folsom Plan Area.
Selected Trails – These facilities consist of a por tion of the 30 miles of trails proposed to be built in the Folsom Plan Area. The comprehensive bike system co nsists of Class I paths and Class II bike lanes connecting residential neighborhoods with schools, parks, and other major destinations. The plan cost s include trails, intersection protection, trail bridges, undercrossings, and design fees.
Interchanges – These facilities include the modifications to existing interchanges and the construction of new Highway 50 interchange improvements including the acquisition of land.
Selected Roadway Widenings – These facilities inclu de the necessary infrastructure improvements to widen the Oak Avenue, Empire Ranch Road, and Prairie City Road from two to four lanes.
12/12/2023 Item No.6.
11 Other Backbone Facilities – These consist of additi onal backbone public facilities needed to serve the Folsom Plan Area. The additional backbone public f acilities include parks, transit services, fire fac ilities and equipment, police facilities and equipment, mun icipal service center, corporation yard, solid wast e, branch library, and transportation.
All facilities shall include attributed costs of en gineering, design, planning, construction staking, materials testing and coordination of the facilitie s. The facilities should be constructed pursuant t o plans and specifications approved by the City (or o ther governmental entity that will own and operate the same).
The foregoing description of the types of facilitie s eligible to be financed is general in nature and includes any appurtenant work and incidental expens es relating to the facilities. The final nature an d location of the facilities will be determined upon the preparation of final plans and specifications f or such facilities.
Services
The planned services to be financed by the CFD incl ude the following: park, trail, landscape corridor, median, and open space maintenance; street, street light and safety light maintenance; and storm drainage facilities maintenance.
The CFD annual maintenance functions and costs gene rally will include the installation, maintenance and servicing of turf, ground cover, shrubs and tre es, irrigation systems, drainage facilities and dra inage systems, street lighting, fencing, soundwalls, side walks, monuments, statuary, fountains, water qualit y ponds, park facilities, open space maintenance incl uding but not limited to maintaining the open space areas located adjacent to avoided or created habita t mitigation areas and other buffer areas between the open space and vertical development, bike trail s, walkways, drainage swales and other ornamental structures and facilities, entry signage, street pa vers, art work, and monuments and all necessary appurtenances, and labor, materials, supplies, util ities (including water and electricity) and equipme nt, as applicable, for property owned or maintained by the City. Annual maintenance costs include an allowance for long-term repair and replacement of improvements.
The CFD may fund any of the following related to th e maintenance of the services described above:
obtaining, repairing, reconstructing, furnishing, o perating and maintaining equipment, apparatus or facilities related to providing the services and/or equipment, apparatus, facilities or fixtures in ar eas to be maintained, paying the salaries and benefits of the personnel necessary or convenient to provide the services, and other related expenses and the provis ion of reserves for repairs and replacements for th e future provision of services. It is expected that the services will be provided by the City, either w ith its own employees or by contract with third parties, or any combination thereof. The CFD may also fund administrative fees of the City related to the CFD.
Fiscal Year 2022/23 Collections & Expenditures
6/30/2022
Balance
Amount
Collected
Expended
Amount
6/30/2023
Balance
Project
Status
$1,625,823 $1,582,552 $963,817 $2,244,558 On-going
12/12/2023 Item No.6.
12 CFD #18 Detail
June 30, 2022 Maintenance District Fund Cash Balanc e: 1,625,823 $ Revenues:
Area-Wide Maintenance Direct Levy 1,548,078 $
Reimbursements - $
Interest Earned 34,474
Total Revenues: 1,582,552 $
Expenses:
Water & Utilities 150,433 $
Monthly Landscape Maintenance 304,784
Repairs & Replacement 456,711
Departmental Charges -
Project Construction 54,430
CFD Admin -
Other Expenses -
Transfers Out 109,303
Total Expenses: 1,075,662 $
Change in Receivables/Liabilities 111,846
June 30, 2023 Maintenance District Fund Cash Balanc e: 2,244,558 $
12/12/2023 Item No.6.
13 City of Folsom
Community Facilities District No. 19 (Mangini Ranch)
Established January 12, 2016
Special Tax Revenue Bonds, Series 2017 Issued August 23, 2017 Special Tax Revenue Bonds, Series 2019 Issued August 7, 2019
Purpose of Special Tax
Facilities
The public facilities for Community Facilities Dist rict No. 19 (Mangini Ranch) (“CFD”) include the following:
Transportation Improvements: Eligible roadway impro vements include, but are not limited to:
acquisition of land and easements; roadway design; project management; bridge crossings and culverts; clearing, grubbing, and demolition; grading, soil i mport/export, paving (including slurry seal), and decorative/enhanced pavement concrete and/or pavers ; joint trenches, underground utilities and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including onsite and off-site), enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bu s shelters, Bus Rapid Transit improvements including transfer stations and regional public tra nsit improvements; masonry walls; traffic control a nd agency fees; and other improvements related thereto . Eligible improvements for the roads listed above also include any and all necessary underground pota ble and recycled water, sanitary sewer, and storm drainage system improvements. Authorized facilities include the following transportation improvements:
Scott Road.
Easton Valley Parkway—from Scott Road to Placerville Road. Street "A"—from Scott Road to Placerville Road.
Street "B"—from Scott Road to White Rock Road.
White Rock Road—at selected intersections.
Other public roadway improvements designed to meet the needs of development within the CFD, including internal subdivision streets and related underground utilities.
Water System Improvements: Authorized facilities in clude any and all water facilities designed to meet the needs of development within the CFD. These faci lities include, but may not be limited to: water storage, treatment and distribution facilities incl uding waterlines and appurtenances, gate valves, pressure reducing stations, flow meters, fire hydra nts, and other improvements related thereto such as site clearing, grading and paving; curbs and gutter s; booster pump stations; stand-by generators; site lighting, drainage, sanitary sewer, and water servi ce; landscaping and irrigation; access gates, and fencing; and striping and signage.
Recycled Water System Improvements: Authorized faci lities include any and all recycled water system facilities designed to meet the needs of developmen t within the CFD. These facilities include, but may not be limited to: treatment and distribution facil ities including pipelines and appurtenances, gate valves, flow meters, booster pump pressurization sy stem, and other improvements related thereto - such as site clearing, grading and paving; curbs and gutters; booster pump stations; stand-by generators; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates, and fencing; and striping and signage.
12/12/2023 Item No.6.
14 Drainage System Improvements: Authorized facilities include any and all drainage and storm drain improvements designed to meet the needs of developm ent within the CFD. These facilities include, but may not be limited to: excavation and grading, pipe lines and appurtenances, outfalls and water quality measures, detention/retention basins, drainage pret reatment facilities, drainage ways/channels, pump stations, landscaping and irrigation; access roads, gates, and fencing; and striping and signage and o ther improvements related thereto.
Wastewater System Improvements: Authorized faciliti es include any and all wastewater facilities designed to meet the needs of development within th e CFD. These facilities include, but may not be limited to pipelines and all appurtenances thereto; manholes; tie-in to existing main line; force main s; lift stations; odor-control facilities; and permitt ing related thereto; and related sewer system improvements.
Park, Parkway and Open Space Improvements: Authorized facilities include any and all improvements to parks, parkways and open space required for develop ment within the CFD. These facilities include, but may not be limited to: grading, turf, shrubs and tr ees, landscaping irrigation, site lighting, drainag e, sanitary sewer and water service, pedestrian and bi cycle trails, protective fencing (including soundwalls), pedestrian/bicycle bridges, storm drai n crossings, wetland mitigation, hawk mitigation fo r authorized facilities herein, access gates and fenc ing and related open space improvements. Authorized facilities include acquisition of any and all parkl and as well as open space/bike trail/public access easements required for development within the CFD.
Specific Plan Infrastructure Fee Infrastructure: Au thorized facilities include any and all improvement s that are included in the Specific Plan Infrastructu re Fee Program adopted by the City Council on September 8, 2015, including any future amendments thereto.
Other Expenses: In addition to the above facilities, other incidental expenses as authorized by the Mello- Roos Community Facilities Act of 1982, including, b ut not limited to, the cost of planning and designi ng the facilities (including the cost of environmental evaluation, remediation and mitigation); engineeri ng and surveying; construction staking; utility relocation and demolition costs incidental to the construction of the public facilities; costs of project/construc tion management; costs (including the costs of lega l services) associated with the formation of the Mello-Roos CFD; issuance of bonds (if any); determination of the amount of taxes; collection of taxes; paymen t of taxes; costs of calculating and providing reimbursements from one-time special tax payments; or costs otherwise incurred in order to carry out the authorized purposes of the CFD; and any other e xpenses incidental to the formation and implementation of the CFD and to the construction, completion, inspection and acquisition of the authorized facilities.
Services
The authorized services to be funded from the levy and collection of annual special taxes include thos e set forth below in addition to the costs associated with collecting and administering the special taxe s and annual administering the CFD. The CFD will be e ligible to fund all or a portion of the costs of reconstruction and/or rehabilitation, operation, ma intenance, repair and replacement, and servicing of the following items not otherwise subject to fundin g from the City of Folsom Community Facilities District No. 18 (Folsom Plan Area – Area-Wide Improvements and Services):
Open Space improvements, operations and management, monitoring, maintenance (including general maintenance, signage, City owned fence maintenance, trash and debris collection, and bike trails and their appurtenances [drainage culverts or pipes from adjacent subdivisions] within open space), creation and maintenance of fire breaks, permits, vandalism/ graffiti, flood conveyance (vegetation/tree
12/12/2023 Item No.6.
15 removals), beaver dam removals, outfall/drainage sw ale maintenance, erosion control/bank stabilization, native planting/replanting, pre and post emergent, maintenance activities as required b y a 404 permit, and open space overarching maintenance & management plan and repair and replacement of facilities within open space areas in the project area.
The maintenance of on-site landscape corridors and paseos designed to serve land uses within the CFD, including general maintenance, masonry walls, accent lighting, water and utility costs.
The maintenance of street lights, including any utility costs related thereto.
The maintenance of medians, entries, and entry monumentation.
Community amenities, such as a community clubhouse.
Storm water management, water quality structural co ntrols, including drainage swales constructed between storm drain facilities and receiving waters.
Miscellaneous costs related to any of the items des cribed above including planning, engineering, GIS, legal, and city and county administration costs.
The levy of special taxes to accumulate sinking fun ds for anticipated future repairs, reconstruction o r replacement costs of landscape corridors, irrigatio n facilities, medians, entries and entry monumentation, lighting, neighborhood parks, storm water management and other facilities maintained by the CFD as determined by the administrator.
The CFD may fund any of the following related to th e maintenance of the services described above:
obtaining, repairing, reconstructing, rehabilitatin g, furnishing, operating and maintaining equipment, apparatus or facilities related to providing the se rvices and/or equipment, apparatus, facilities or fixtures in areas to be maintained, paying the salaries and benefits of personnel necessary or convenient to provide the services, and other related expenses and the provision of reserves for repairs and replacements and for the future provision of services. It is expected that the services will be provided by the City, either with its own employees or by contract with third parties, or any combination thereof.
Fiscal Year 2022/23 Collections & Expenditures
Facilities
Fund
Initial
Deposit
Prior Years
Additions /
Interest
Prior Years
Expenses
6/30/2022
Balance
Current Year
Additions /
Interest
Current Year
Expenses
6/30/2023
Balance
Project
Fund $41,050,500 $41,072,408 $41,072,408 $0 $0 $0 $0 Underwriter’s
Discount 408,799 408,799 408,799 0 0 0 0
Cost of
Issuance 685,000 685,000 685,000 0 0 0 0
Reserve
Fund 3,180,625 3,297,357 43,675 3,253,682 0 22,226 3,231,456 Capitalized
Interest 1,487,509 1,487,509 1,487,509 0 0 0 0
12/12/2023 Item No.6.
16 Services
6/30/2022
Balance
Amount
Collected
Expended
Amount
6/30/2023
Balance
Project
Status
$616,612 $226,023 $91,248 $751,387 On-going
CFD #19 Detail
June 30, 2022 Maintenance District Fund Cash Balanc e: 616,612 $ Revenues:
Mangini Ranch Maintenance Direct Levy 210,048 $
Reimbursements -
Interest Earned 15,975
Total Revenues: 226,023 $
Expenses:
Water & Utilities 11,632 $
Monthly Landscape Maintenance 102,517
Repairs & Replacement 130
Departmental Charges -
Project Construction -
CFD Admin -
Other Expenses -
Transfers Out 2,531
Total Expenses: 116,810 $
Change in Receivables/Liabilities 25,562
June 30, 2023 Maintenance District Fund Cash Balanc e: 751,387 $
12/12/2023 Item No.6.
17 City of Folsom
Community Facilities District No. 20 (Russell Ranch)
Established November 14, 2017
Special Tax Revenue Bonds, Series 2018 Issued June 5, 2018 Special Tax Revenue Bonds, Series 2022 Issued December 8, 2022
Purpose of Special Tax
The public facilities for Community Facilities Dist rict No. 20 (Russell Ranch) (“CFD”) include any and all improvements that are included in the Specific Plan Infrastructure Fee Program adopted by the City Council on September 8, 2015, including any future amendments thereto. These facilities, include, but are not limited to:
Zone 4/5 Booster Pump Station;
Zone 5 Water Tank and Zone 6 Booster Pump Station;
Highway 50 Water Transmission Line;
Alder Creek Parkway Improvements; and
Grand Prairie Improvements.
Transportation Improvements: Eligible roadway impro vements include, but are not limited to:
acquisition of land and easements; roadway design; project management; bridge crossings and culverts; clearing, grubbing, and demolition; grading, soil i mport/export, paving (including slurry seal), and decorative/enhanced pavement concrete and/or pavers ; joint trenches, underground utilities and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including onsite and off-site), enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bu s shelters, Bus Rapid Transit improvements including transfer stations and regional public tra nsit improvements; masonry walls; traffic control a nd agency fees; and other improvements related thereto . Eligible improvements for the roads listed above also include any and all necessary underground pota ble and recycled water, sanitary sewer, and storm drainage system improvements. Authorized facilities include the following transportation improvements:
Placerville Road—from Highway 50 to White Rock Road.
Alder Creek Parkway—from Scott Road to the Empire Ranch Road. Grand Prairie Road—from Alder Creek Parkway to Placerville Road. Scott Road—from Alder Creek Parkway to Street “A”.
Empire Ranch Road—from property line to White Rock Road. Other public roadway improvements designed to meet the needs of development within the CFD, including internal subdivision streets and related underground utilities.
Potable and Non-Potable Water System Improvements: Authorized facilities include any and all on- and off-site backbone water and recycled (or non-potabl e water facilities) designed to meet the needs of development within the CFD. These facilities includ e, but are not limited to, potable and non-potable mains, valves, pressure reducing stations, flow met ers, fire hydrants, and other improvements related thereto such as site clearing, grading, and paving; services, and appurtenances; wells; water treatmen t, distribution, and storage facilities; curbs and gut ters; booster pump stations; stand-by generators; s ite lighting, drainage, sanitary sewer, and water servi ce; landscaping and irrigation; access gates and fencing; and striping and signage.
Drainage System Improvements: Authorized facilities include any and all drainage and storm drain improvements designed to meet the needs of developm ent within the CFD. These facilities include, but
12/12/2023 Item No.6.
18 may not be limited to: excavation and grading, pipe lines and appurtenances, outfalls, and water qualit y measures; detention/retention basins, drainage pret reatment facilities, drainage ways/channels, pump stations, landscaping and irrigation; access roads, gates and fencing; and striping and signage and ot her improvements related thereto.
Wastewater System Improvements: Authorized faciliti es include all wastewater facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to, pipelines and all appurtenances thereto; manholes; tie-in to existing main line; force mains; lift sta tions; odor-control facilities; and permitting related thereto; and related sewer system improvements.
Park, Parkway, Open Space and Preserve Improvements : Authorized facilities include any and all improvements to parks, parkways, and open space req uired for development within the CFD. These facilities include, but may not be limited to gradi ng; turf, shrubs and trees; landscaping irrigation; site lighting; drainage; sanitary sewer and water servic e, pedestrian and bicycle trails, protective fencin g (including soundwalls), pedestrian/bicycle bridges; public art; active and passive park and open space improvements (including respites and overlooks); re lated monumentation and signage; storm drain crossings; environmental mitigation for wetlands, h awk, and other species for infrastructure under the Specific Plan Infrastructure Fee Program and author ized facilities herein; access gates and fencing; a nd related park, open space and preserve improvements.
Other Incidental Expenses and Bond Issuance Costs: In addition to the above facilities, other incident al expenses as authorized by the Act, including, but n ot limited to, the cost of planning and designing t he facilities (including the cost of environmental eva luation, remediation and mitigation); engineering a nd surveying; construction staking; utility relocation and demolition costs incidental to the constructio n of the public facilities; costs of project/constructio n management; costs (including the costs of legal services) associated with the formation of the Dist rict; issuance of bonds (if any); determination of the amount of taxes; collection of taxes; payment of ta xes; costs of calculating and providing reimbursements from one-time special tax payments; or costs otherwise incurred in order to carry out the authorized purposes of the CFD; and any other e xpenses incidental to the formation and implementation of the CFD and to the construction, completion, inspection and acquisition of the authorized facilities.
Fiscal Year 2022/23 Collections & Expenditures
Fund
Initial
Deposit
Prior Years
Additions /
Interest
Prior Years
Expenses
6/30/2022
Balance
Current Year
Additions /
Interest
Current Year
Expenses
6/30/2023
Balance
Project
Fund $21,567,465 $12,019,371 $12,019,371 $0 $9,580,008 $0 $9,580,008 Underwriter’s
Discount 135,864 135,864 135,864 0 0 0 0
Cost of
Issuance 689,921 318,236 318,236 0 371,685 0 0
Reserve
Fund 1,853,081 1,023,174 312 1,022,862 838,750 0 1,861,612 Capitalized
Interest 1,217,134 804,968 804,968 0 412,166 122,801 289,365
12/12/2023 Item No.6.
19 CFD #20 Fund Detail
June 30, 2022 Acquisition and Construction Fund Cash Balance: - $ Revenues:
Proceeds from Series 2022 Bonds 9,567,465 $
Interest Earned 12,543 $
Total Revenues: 9,580,008 $
Expenses:
Progress Payment #4 TNHC Russell Ranch LLC -
Total Expenses: - $
Change in Receivables/Liabilities -
June 30, 2023 Acquisition and Construction Fund Cash Balance: 9,580,008 $
12/12/2023 Item No.6.
20 City of Folsom
Community Facilities District No. 21 (White Rock Springs Ranch) Established February 13, 2018
Special Tax Bonds, Series 2019 Issued December 5, 2019
Special Tax Bonds, Series 2021 Issued April 8, 2021
Purpose of Special Tax
The public facilities for Community Facilities Dist rict No. 21 (White Rock Springs Ranch) (“CFD”) incl ude any and all improvements that are included in the S pecific Plan Infrastructure Fee Program adopted by the City Council on September 8, 2015, including an y future amendments thereto. These facilities, include, but are not limited to:
Zone 4/5 Booster Pump Station;
Zone 5 Water Tank and Zone 6 Booster Pump Station;
Highway 50 Water Transmission Line;
Street “A” Improvements;
Alder Creek Parkway Improvements; and
Grand Prairie Road Improvements.
Transportation Improvements: Eligible roadway impro vements include, but are not limited to:
acquisition of land and easements; roadway design; project management; bridge crossings and culverts; clearing, grubbing, and demolition; grading, soil i mport/export, paving (including slurry seal), and decorative/enhanced pavement concrete and/or pavers ; joint trenches, underground utilities and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including onsite and off-site), enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bu s shelters, Bus Rapid Transit improvements including transfer stations and regional public tra nsit improvements; masonry walls; traffic control a nd agency fees; and other improvements related thereto . Eligible improvements for the roads listed herein also include any and all necessary underground pota ble and recycled water, sanitary sewer, and storm drainage system improvements. Authorized facilities include the following transportation improvements:
Placerville Road—from Highway 50 to White Rock Road.
Grand Prairie Road—from Alder Creek Parkway to Placerville Road. Scott Road—from Alder Creek Parkway to Street “A”.
Street “A” —from Placerville Road to Empire Ranch Road. Sycamore Creek Crossing.
Rock Springs Ranch Road.
Other public roadway improvements designed to meet the needs of development within the CFD, including internal subdivision streets and related underground utilities.
Potable and Non-Potable Water System Improvements: Authorized facilities include any and all on- and off-site backbone water and recycled (or non-potabl e water facilities) designed to meet the needs of development within the CFD. These facilities includ e, but are not limited to, potable and non-potable mains, valves, pressure reducing stations, flow met ers, fire hydrants, and other improvements related thereto such as site clearing, grading, and paving; services, and appurtenances; wells; water treatmen t, distribution, and storage facilities; curbs and gut ters; booster pump stations; stand-by generators; s ite lighting, drainage, sanitary sewer, and water servi ce; landscaping and irrigation; access gates and fencing; and striping and signage.
12/12/2023 Item No.6.
21 Drainage System Improvements: Authorized facilities include any and all drainage and storm drain improvements designed to meet the needs of developm ent within the CFD. These facilities include, but may not be limited to: excavation and grading, pipe lines and appurtenances, outfalls, and water qualit y measures; detention/retention basins, drainage pret reatment facilities, drainage ways/channels, pump stations, landscaping and irrigation; access roads, gates and fencing; and striping and signage and ot her improvements related thereto.
Wastewater System Improvements: Authorized faciliti es include all wastewater facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to, pipelines and all appurtenances thereto; manholes; tie-in to existing main lines; force mains; lift stations; odor-control facilities; and permitting r elated thereto; and related sewer system improvements.
Park, Parkway, Open Space and Preserve Improvements : Authorized facilities include any and all improvements to parks, parkways, and open space req uired for development within the CFD. These facilities include, but may not be limited to gradi ng; turf, shrubs and trees; landscaping irrigation; site lighting; drainage; sanitary sewer and water servic e, pedestrian and bicycle trails, protective fencin g (including soundwalls), pedestrian/bicycle bridges; public art; active and passive park and open space improvements (including respites and overlooks); re lated monumentation and signage; storm drain crossings; environmental mitigation for wetlands, h awk, and other species for infrastructure under the Specific Plan Infrastructure Fee Program and author ized facilities herein; access gates and fencing; a nd related park, open space and preserve improvements.
Payment of Specific Plan Infrastructure Fee Program (“SPIF”) Obligation: Authorized facilities include payment of the following SPIF obligations for all d evelopment that would be subject to SPIF obligation s within the entire CFD:
SPIF Infrastructure Fee (including the SPIF Set-Aside component); SPIF Public Facilities Land Equalization Fee Component; SPIF Parkland Equalization Fee Component; and
SPIF Administrative Fee.
Other Incidental Expenses and Bond Issuance Costs: In addition to the above facilities, other incident al expenses as authorized by the Act, including, but n ot limited to, the cost of planning and designing t he facilities (including the cost of environmental eva luation, remediation and mitigation); engineering a nd surveying; construction staking; utility relocation and demolition costs incidental to the constructio n of the public facilities; costs of project/constructio n management; costs (including the costs of legal services) associated with the formation of the CFD; issuance of bonds (if any); determination of the amount of taxes; collection of taxes; payment of ta xes; costs of calculating and providing reimbursements from one-time special tax payments; or costs otherwise incurred in order to carry out the authorized purposes of the CFD; and any other e xpenses incidental to the formation and implementation of the CFD and to the construction, completion, inspection and acquisition of the authorized facilities.
12/12/2023 Item No.6.
22 Fiscal Year 2022/23 Collections & Expenditures
Fund
Initial
Deposit
Prior Years
Additions /
Interest
Prior Years
Expenses
6/30/2022
Balance
Current Year
Additions /
Interest
Current Year
Expenses
6/30/2023
Balance
Project
Fund $21,106,647 $21,210,474 $21,210,474 $0 $0 $0 $0 Underwriter’s
Discount 230,285 230,285 230,285 0 0 0 0
Cost of
Issuance 650,000 650,000 650,000 0 0 0 0
Reserve
Fund 1,550,000 1,551,233 0 1,551,233 0 7,776 1,543,457 Capitalized
Interest 505,560 505,660 505,660 0 0 0 0
12/12/2023 Item No.6.
23 City of Folsom
Community Facilities District No. 22 (Folsom Heights)
Established November 27, 2018
Purpose of Special Tax
Facilities
The public facilities for Community Facilities Dist rict No. 22 (Folsom Heights) (“CFD”) include the following:
Transportation Improvements: Eligible roadway impro vements include, but are not limited to:
acquisition of land and easements; roadway design; project management; bridge crossings and culverts; clearing, grubbing, and demolition; grading, soil i mport/export, paving (including slurry seal), and decorative/enhanced pavement concrete and/or pavers ; joint trenches, underground utilities and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including onsite and off-site), enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bu s shelters, Bus Rapid Transit improvements including transfer stations and regional public tra nsit improvements; masonry walls; traffic control a nd agency fees; and other improvements related thereto . Eligible improvements for the roads listed herein also include any and all necessary underground pota ble and recycled water, sanitary sewer, and storm drainage system improvements. Authorized facilities include the following transportation improvements:
Summit Street
Prima Drive
Empire Ranch Road
Alder Creek Parkway
Folsom Heights Drive
Other public roadway improvements designed to meet the needs of development of property within the CFD, including internal subdivision streets and related underground utilities.
Water System Improvements: Authorized facilities in clude any and all water facilities, including those expected to be owned or managed by the City and/or the El Dorado Irrigation District, designed to meet the needs of development of property within the CFD. These facilities include, but may not be limited to:
water storage, treatment and distribution facilitie s including waterlines and appurtenances, gate valv es, pressure reducing stations, flow meters, fire hydra nts, and other improvements related thereto such as site clearing, grading and paving; curbs and gutter s; booster pump stations and power; stand-by generators; site lighting, drainage, sanitary sewer , and water service; landscaping and irrigation; ac cess gates, and fencing; and striping and signage.
Recycled Water System Improvements: Authorized faci lities include any and all recycled water system facilities, including those expected to be owned or managed by the City and/or the El Dorado Irrigatio n District, designed to meet the needs of development of property within the CFD. These facilities include, but may not be limited to: treatment and distributi on facilities including pipelines and appurtenances , gate valves, flow meters, booster pump pressurizati on system, and other improvements related thereto - such as site clearing, grading and paving; curbs and gutters; booster pump stations; stand-by generators; site lighting, drainage, sanitary sewer , and water service; landscaping and irrigation; ac cess gates, and fencing; and striping and signage.