Folsom City Council
December 12, 2023

1 Agenda
City Council Regular Meeting and Joint City Council,
Folsom Redevelopment Successor Agency, the Folsom
Public Financing Authority, the Folsom Ranch Financing
Authority, and the South of 50 Parking Authority Meeting City Council Chambers | 50 Natoma Street, Folsom CA 95630 December 12, 2023
6:30 PM
Welcome to Your City Council Meeting
We welcome your interest and involvement in the city’s legislative process. This agenda includes information about topics coming before the City Council and the action recommended by city staff. You can read about each topic in the staff reports, which are available on the city website and in the Office of the City Clerk. The City Clerk is also available to answer any questions you have about City Council meeting procedures.

Participation
If you would like to provide comments to the City Council, please:
 Fill out a blue speaker request form, located at the back table.  Submit the form to the City Clerk before the item begins.  When it’s your turn, the City Clerk will call your name and invite you to the podium.  Speakers have three minutes, unless the presiding officer (usually the mayor) changes that time.

Reasonable Accommodations
In compliance with the Americans with Disabilities Act, if you are a person with a disability and you need a disability-related modification or accommodation to participate in this meeting, please contact the City Clerk’s Office at (916) 461-6035, (916) 355-7328 (fax) or [email protected]. Requests must be made as early as possible and at least two full business days before the start of the meeting.

How to Watch
The City of Folsom provides three ways to watch a City Council meeting:

In Person Online On TV

City Council meetings take place at
City Hall, 50 Natoma Street
Watch the livestream and replay past
meetings on the city website,
www.folsom.ca.us
Watch live and replays of meetings on
Sac Metro Cable TV, Channel 14
More information about City Council meetings is available at the end of this agenda

2 City Council Regular Meeting and Joint City Council, Folsom Redevelopment Successor Agency, the Folsom Public Financing Authority, the Folsom Ranch Financing Authority, and the South of 50 Parking Authority Meeting City Council Chambers | 50 Natoma Street, Folsom CA 95630 www.folsom.ca.us
Tuesday, December 12, 2023 6:30 PM

Rosario Rodriguez, Mayor

YK Chalamcherla, Vice Mayor Sarah Aquino, Councilmember Mike Kozlowski, Councilmember Anna Rohrbough, Councilmember

AGENDA

CALL TO ORDER
ROLL CALL:

Council/Boardmembers: Chalamcherla, Kozlowski, Rohrbough, Aquino, Rodriguez The City Council has adopted a policy that no new item will begin after 10:30 p.m. Therefore, if you are here for an item that has not been heard by 10:30 p.m., you may leave, as the item will be continued to a future Council Meeting.

PLEDGE OF ALLEGIANCE

AGENDA UPDATE

CONVENE JOINT MEETING
Joint meeting of the City Council, Folsom Redevelopment Successor Agency, the Folsom Public Financing Authority, the Folsom Ranch Financing Authority, and the South of 50 Parking Authority JOINT MEETING CONSENT CALENDAR:

1. Receive and File the City of Folsom, the Folsom Redevelopment Successor Agency, the Folsom Public Financing Authority, the Folsom Ranch Financing Authority, and the South of 50 Parking Authority Monthly Investment Reports for the Month of September 2023

3 JOINT MEETING PUBLIC HEARING:

2. Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024 i. Resolution No. 11147 – A Resolution of the City Council of the City of Folsom Authorizing the Issuance of the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds, Series 2024, the Execution of an Indenture Providing therefor, Authorizing the Execution of a Local Obligation Purchase Contract, and Authorizing Necessary Actions and the Execution of other Documents in Connection therewith ii. Resolution No. 011 - Folsom Ranch FA – A Resolution of the Governing Board of the Folsom Ranch Financing Authority Authorizing the Issuance, Sale, and Delivery of not to exceed $12,500,000 Aggregate Principal Amount of City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024; Approving the Form and Substance of a Trust Agreement, Authorizing Modifications thereof and Execution and Delivery as Modified; Approving a Preliminary Official Statement, Authorizing Changes thereto and Execution and Delivery of an Official Statement to be Derived therefrom; Approving a Local Obligation Purchase Contract and a Bond Purchase Contract and Execution and Delivery of each, and Authorizing Related Actions Necessary to Implement the Proposed Financing

ADJOURN JOINT MEETING

RECONVENE REGULAR CITY COUNCIL MEETING
SCHEDULED PRESENTATIONS:

3. Resolution of Commendation Honoring Kikkoman Foods on their 25th Anniversary

4. Proclamation of the Mayor of the City of Folsom Proclaiming December 16, 2023 as Wreaths Across America Day

5. Declaration of the Folsom City Council Reaffirming Its Commitment to Promoting an Inclusive, Safe Environment For All
BUSINESS FROM THE FLOOR:

Members of the public are entitled to address the City Council concerning any item within the Folsom City Council 's subject matter jurisdiction. Public comments are limited to no more than three minutes. Except for certain specific exceptions, the City Council is prohibited from discussing or taking action on any item not appearing on the posted agenda.

CONSENT CALENDAR:

Items appearing on the Consent Calendar are considered routine and may be approved by one motion. City Councilmembers may pull an item for discussion.

6. 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

7. Resolution No. 11134 - A Resolution Authorizing the City Manager to Execute Sewer Easement and Maintenance Agreements between the Property Owners of 115 Natoma Street, 210 Natoma Street, 216 Natoma Street, 308 Natoma Street, 310 Natoma Street, and 312 Natoma Street and the City of Folsom for the Construction of the Natoma Alley Rehabilitation and Replacement Project and Appropriation of Funds

4 8. Resolution No. 11135 – A Resolution Authorizing the City Manager to Execute a Purchase Agreement with 911 Vehicle for Full Emergency Response Equipment and Emergency Lighting Installation for Four Fire Department Dodge Ram Pickup Trucks

9. Resolution No. 11136 – A Resolution Accepting the AB1600 Development Fees Annual Report for the Fiscal Year ended June 30, 2023

10. Resolution No. 11137 – A Resolution Authorizing the City Manager to Execute an Agreement with Causey Consulting for Professional Consulting Services for the Preparation of the Sewer System Management Plan and Audit for Compliance with Statewide Waste Discharge Requirements

11. Resolution No. 11141 - A Resolution Authorizing the City Manager to execute a Communications Site License Agreement with Comcast Cable Communications Management, LLC, a Delaware Limited Liability Company, at 403 Stafford Street

12. Resolution No. 11143 – A Resolution Rejecting All Proposals for Maintenance of Parks, Trails & Pet Stations, and Public Works Areas

13. Resolution No. 11144 - A Resolution Authorizing the City Manager to Execute a Public Trail Easement for the Oak Parkway Trail between the Property Owner of 339 Montrose Drive and the City of Folsom

14. Resolution No. 11145 - A Resolution Authorizing the City Manager to Execute a Public Trail Easement for the Oak Parkway Trail between the Property Owner of 337 Montrose Drive and the City of Folsom

15. Resolution No. 11146 - A Resolution Authorizing the City Manager to Execute a Public Trail Easement for the Oak Parkway Trail between the Property Owner of 341 Montrose Drive and the City of Folsom
PUBLIC HEARING:

16. Resolution No. 11139 - A Resolution to Adopt an Addendum to the Folsom Plan Area Specific Plan EIR/EIS and Approve a Specific Plan Amendment to Modify FPASP Table A.7 (Transportation, Communication, Infrastructure) to Add “Electronic Readerboard Sign” as a Conditionally Permitted Use on a Specific Property (Parcel 61 - APN No. 072-3190-052) Located at the Southwest Corner of the Intersection of U.S. Highway 50 and East Bidwell Street within the Folsom Plan Area (to be continued to the January 9, 2024 meeting) NEW BUSINESS:

17. Presentation on the City’s General Fund Unassigned Fund Balance (Reserves) Policy and Direction to Staff
SELECTION OF MAYOR AND VICE MAYOR FOR 2024:

18. Selection of Mayor and Vice Mayor

COUNCIL REQUESTS FOR FUTURE AGENDA ITEMS
CITY MANAGER REPORTS:

COUNCIL COMMENTS:

ADJOURNMENT
The City Council will be in recess during the second half of December. The next regular meeting is scheduled for January 9, 2024.

5 NOTICE: Members of the public are entitled to directly address the City Council concerning any item that is described in the notice of this meeting, before or during consideration of that item. If you wish to address Council on an issue, which is on this agenda, please complete a blue speaker request card, and deliver it to a staff member at the table on the left side of the Council Chambers prior to discussion of the item. When your name is called, stand to be recognized by the Mayor and then proceed to the podium. If you wish to address the City Council on any other item of interest to the public, when the Mayor asks if there is any “Business from the Floor,” follow the same procedure described above. Please limit your comments to three minutes or less.

NOTICE REGARDING CHALLENGES TO DECISIONS: Pursuant to all applicable laws and regulations, including without limitation, California Government Code Section 65009 and or California Public Resources Code Section 21177, if you wish to challenge in court any of the above decisions (regarding planning, zoning and/or environmental decisions), you may be limited to raising only those issues you or someone else raised at the public hearing(s) described in this notice/agenda, or in written correspondence delivered to the City at, or prior to, the public hearing.

As presiding officer, the Mayor has the authority to preserve order at all City Council meetings, to remove or cause the removal of any person from any such meeting for disorderly conduct, or for making personal, impertinent, or slanderous remarks , using profanity, or becoming boisterous, threatening or personally abusive while addressing said Council, and to enforce the rules of the Council.

PERSONS INTERESTED IN PROPOSING AN ITEM FOR THE CITY COUNCIL AGENDA SHOULD CONTACT A MEMBER OF THE CITY COUNCIL.

The meeting of the Folsom City Council is being telecast on Metro Cable TV, Channel 14, the Government Affairs Channel, and will be shown in its entirety on the Friday and Saturday following the meeting, both at 9 a.m. The City does not control sche duling of this telecast and persons interested in watching the televised meeting should confirm this schedule with Metro Cable TV, Channel 14. The City of Folsom provides live and archived webcasts of regular City Council meetings. The webcasts can be found on the online services page of the City's website www.folsom.ca.us.

In compliance with the Americans with Disabilities Act, if you are a person with a disability and you need a disability-related modification or accommodation to participate in this meeting, please contact the City Clerk’s Office at (916) 461-6035, (916) 355-7328 (fax) or [email protected]. Requests must be made as early as possible and at least two full business days before the start of the meeting.

Any documents produced by the City and distributed to the City Council regarding any item on this agenda will be made available at the City Clerk’s Counter at City Hall located at 50 Natoma Street, Folsom, California and at the Folsom Public Library located at 411 Stafford Street, Fols om, California during normal business hours.

6 This page is intentionally left blank
to facilitate double-sided printing.

Folsom City Council
Staff Report

1 MEETING DATE:

12/12/2023
AGENDA SECTION:

Joint Meeting Consent Calendar
SUBJECT: Receive and File the City of Folsom, the Folsom Redevelopment Successor Agency, the Folsom Public Financing Authority, the Folsom Ranch Financing Authority, and the South of 50 Parking Authority Monthly Investment Reports for the Month of
September 2023

FROM: Finance Department

RECOMMENDATION / CITY COUNCIL ACTION

The Finance Department recommends that the City Council receive and file the City of Folsom, the Folsom Redevelopment Successor Agency, the Folsom Public Financing Authority, the Folsom Ranch Financing Authority, and the South of 50 Parking Authority monthly Investment Reports for the month of September 2023.

BACKGROUND / ISSUE

Under the Charter of the City of Folsom and the authority granted by the City Council, the Finance Director is responsible for investing the unexpended cash of the City Treasury. The primary objectives of the City’s investment policy are to maintain the safety of investment principal, provide liquidity to meet the short and long-term cash flow needs of the City, and earn a market-average yield on investments. The City’s portfolio is managed in a manner responsive to the public trust and is consistent with state and local laws and the City’s investment policy. The Finance Department hereby submits the investment reports for the City of Folsom, the Folsom Redevelopment Successor Agency, the Folsom Public Financing Authority, the Folsom Ranch Financing Authority, and the South of 50 Parking Authority for the month of September 2023

12/12/2023 Item No.1.
2 POLICY / RULE

1. Section 3.30.010(a) of the Folsom Municipal Code states “the term ‘city’ shall encompass the city of Folsom, the Folsom community redevelopment agency, and all other agencies and instrumentalities of the city under either the direct or indirect control of the city council, and this chapter regulates the investment of all moneys of those agencies.”

2. Section 3.30.030(f) of the Folsom Municipal Code states that “the city’s chief investment officer shall each month submit an investment report to the city council, which report shall include all required elements as prescribed by California Government code section 53646.”

3. California Government Code, Sections 53601 through 53659 sets forth the state law governing investments for municipal governments in California.

4. Section 3.30.020(g) of the Folsom Municipal Code states that “all city cash shall be consolidated into one general bank account as set out in this code and invested on a pooled concept basis. Interest earnings shall be allocated to all city funds and subfunds according to fund and subfund cash and investment balance on at least a quarterly basis.”

ANALYSIS

Overview
The City has diversified investments in accordance with the City Investment Policy and Government Code. The City of Folsom’s total cash and investments are invested on a pooled basis as required by the Folsom Municipal Code.

The Portfolio Summary of the City’s current report includes a “Pooled Equity Section” identifying the Redevelopment Successor Agency’s (RDSA) and Folsom Public Financing Authority’s (FPFA) portion of the investment pool. The RDSA and FPFA list these amounts under “Cash” in their respective sections. Currently, the Folsom Ranch Financing Authority (FRFA) has no funds invested in Pooled Equity.

City of Folsom

Total Cash and Investments
The following graph illustrates the City’s monthly cash and investment balances for fiscal years 2020 through 2024. Monthly fluctuations in cash and investments are the result of typical receipt of revenues less expenditures for operations, debt service, and capital improvements.

As of September 30, 2023, the City’s cash and investments totaled $251,882,893; an increase of $57,346,664 (29%) from September 30, 2022.

12/12/2023 Item No.1.
3 The following chart shows the City’s monthly cash and investment balances and percentage change for Fiscal Year 2023-24 along with the yearly dollar and percentage changes.

The City’s projected cash needs for the next six months are sufficiently provided for by anticipated revenues and the liquidity of its cash and investments. In addition, in accordance with Section 3.30.020(c) of the Municipal Code, less than 50% of the City’s total cash is invested for a period longer than one year.

Total City Cash and Investments
2023-24
Monthly
Change 2022-23
Monthly
Change
Yearly $
Change
Yearly %
Change
Jul $ 257,726,288 $ 199,093,877 58,632,411$ 29% Aug $ 250,130,252 -3% $ 193,398,740 -3% 56,731,511$ 29% Sep $ 251,882,783 1% $ 194,536,119 1% 57,346,664$ 29%

12/12/2023 Item No.1.
4 Investment Performance
The City’s Portfolio Management Summary report for the month of September 2023 is presented in Attachment 1 to this report. Portfolio investment earnings (including pooled equity earnings for the RDSA and FPFA) for the three-month quarter ended September 30, 2023 totaled $2,533,563. The total rate of return of the investment portfolio for the same period was 3.92%.

The following graph illustrates the total dollar amount and breakdown by investment category for September 30, 2022 and September 30, 2023. This graph lists the investments by book value

12/12/2023 Item No.1.
5 .

A detailed listing of the portfolio holdings as of September 30, 2023 is included in Attachment 2 to this report.

The Local Government Investment Pool (LAIF) yield typically moves in the same direction as market yields, but is less volatile, lagging somewhat behind market moves. This can be seen in the chart on the next page, illustrating the historical monthly change in yield from July 2021 through September 2023 for LAIF and two-year US Treasury securities. The effective rate of return for the City Portfolio is also included.

Beginning March 17, 2022 the Federal Open Market Committee (FOMC) has increased the Federal Funds Rate eleven times, most recently on July 26, 2023 to a rate of 5.25%-5.50%, up from 0.00-0.25% at the start of 2022. Since then there has been a pause, with policymakers suggesting rates could still increase. However, Fed Funds futures markets are priced

12/12/2023 Item No.1.
6 anticipating a 1.00% decline in Fed Funds rates in 2024. The rapid tightening over the past year and a half has curbed inflation to a degree - October CPI was 3.20% year over year, and is still well above the FOMC’s stated target rate of 2.0%. CPI is a lagging indicator, and the cumulative effect of the FOMC’s tightening still may not be reflected in this number. The rise in interest rates has exerted considerable pressure on financial institutions, leading to the largest bank failures since 2008, and further rate increases would almost certainly see more banks fail. Given the slowdown in inflation from the 40 year high in 2022, the expectation is for rates to remain unchanged in the near term, with easing to occur in mid-to-late 2024. In addition, another factor impacting future rate increases is the labor market, which showed a jobless rate of 3.9% in October. While still low by historic standards, this is a jump of 0.5% since April, and could be a sign that tighter credit conditions have finally begun to impact employment, and may further lead the FOMC to be hesitant to consider future tightening.

A listing of transactions for the first quarter of fiscal year 2024 is included in Attachment 3 to this report.

Folsom Redevelopment Successor Agency

Total Cash and Investments
The RDSA had total cash and investments of $3,529,766 as of September 30, 2023. This is a decrease of $3,747,024 (51%) since September 30, 2022. The cash held by the RDSA is comprised of city-held funds, as well as 2011 bond proceeds to be utilized for housing and non-housing projects. These proceeds held by the Agency are broken out individually in the Portfolio Management Summary in Attachment 1.

12/12/2023 Item No.1.
7 The following table and graph illustrate the monthly balances and their respective percentage changes for the reporting period. Monthly fluctuations in cash and investments are the result of typical receipt of revenues less expenditures for operations, debt service, and capital improvements.

The RDSA’s projected cash needs for the next six months are sufficiently provided for by anticipated revenues and the liquidity of its cash and investments.

Investment Performance
The RDSA’s Portfolio Management Summary report for the month of September 2023 is presented in Attachment 1. The RDSA’s investment earnings for the three-month quarter ended September 30, 2023 totaled $34,915. The effective rate of return for the RDSA investment portfolio for the same time period is 3.81%.

Folsom Redevelopment Successor Agency
2023-24
Monthly
Change 2022-23
Monthly
Change
Yearly $
Change
Yearly %
Change
Jul 6,587,646 $ 10,299,687 $ (3,712,041) $ -36% Aug 3,529,550 $ -46% 7,276,599 $ -29% (3,747,049) $ -51% Sep 3,529,766 $ 0% 7,276,790 $ 0% (3,747,024) $ -51%

12/12/2023 Item No.1.
8 Folsom Public Financing Authority

Total Cash and Investments
The FPFA cash and investments totaled $29,229,473 as of September 30, 2023. This is a decrease of $3,364,450 (10%) from September 30, 2022. Monthly fluctuations in cash and investments are the result of typical receipt of debt service repayment revenues and the subsequent debt service expenditures. The following table and graph illustrate the monthly balances and their respective percentage changes for the reporting period.

The FPFA’s projected cash needs for the next six months are sufficiently provided for by anticipated revenues and the liquidity of its cash and investments.

Investment Performance
The FPFA’s Portfolio Management Summary report for the month of September 2023 is presented in attachment 1. The FPFA’s investment earnings for the three-month quarter ended September 30, 2023 totaled $216,032. The effective rate of return for the FPFA investment portfolio for the same time period is 2.79%.

Folsom Public Financing Authority
2023-24
Monthly
Change 2022-23
Monthly
Change
Yearly $
Change
Yearly %
Change
Jul 32,214,456 $ 38,743,267 $ (6,528,812) $ -17% Aug 32,214,464 $ 0% 38,743,274 $ 0% (6,528,810) $ -17% Sep 29,229,473 $ -9% 32,593,924 $ -16% (3,364,450) $ -10%

12/12/2023 Item No.1.
9 Folsom Ranch Financing Authority

Total Cash and Investments
The FRFA cash and investments totaled $125,945,000 as of September 30, 2023, an increase of $10,215,000 from the prior year. This increase is due to the issuance and purchase of $11,225,000 Community Facilities District No. 20 Local Obligations on December 8, 2022.

The only other activity within FRFA was the maturing of $1,010,000 of local obligations held by FRFA on September 1, 2023.

The Authority’s projected cash needs for the next six months are sufficiently provided for by anticipated revenues and the liquidity of its cash and investments.

Investment Performance
The FRFA’s Portfolio Management Summary report for the month of September 2023 is presented in attachment 1. The FRFA’s investment earnings for the three-month quarter ended September 30, 2023 totaled $1,312,573. The effective rate of return for the FRFA investment portfolio for the same time period is 4.77%.

South of 50 Parking Authority

Total Cash and Investments
The South of 50 Parking Authority cash and investments totaled $0 as of September 30, 2023.

The Authority’s projected cash needs for the next six months are sufficiently provided for by anticipated revenues and the liquidity of its cash and investments.

Investment Performance
There is no investment activity for the South of 50 Parking Authority.

ATTACHMENTS

1. City of Folsom, Folsom Redevelopment Successor Agency, Folsom Public Financing Authority, and Folsom Ranch Financing Authority Portfolio Management Summary September 2023

2. City of Folsom Portfolio Holdings as of September 30, 2023

3. City of Folsom Transaction Summary, First Quarter of Fiscal Year 2024

Submitted,

Stacey Tamagni, Finance Director
Agency Finance Officer
Folsom Public Financing Authority Treasurer
Folsom Ranch Financing Authority Treasurer
South of 50 Parking Authority Treasurer

12/12/2023 Item No.1.

ATTACHMENT 1

12/12/2023 Item No.1.
ll.i.
icD
rL,
fi
(cD-Mt
Gity
of
Folsom
Combined
City
of
Folsom,
Redevelopment
Successor
AgencY,
FPFA
&
FRFA
Portfolio
Summaries
September
30,2023
50 Natoma
St,
Folsom,
CA
95630
(s16)
461{080 %of
Portfolio
BookValue
MalketValue
Days
to
Accruedlntsrost
of
Folsom
CashCertilicate
Of
Deposit
Commercial
Paper
Corporate
Bond
Local
Government
lnveslmeni
Pool
Money
Market
Municipal
Bond
US
Agencies
US
Treasuries
YTM
Cost3J18o/o3192o/o5.5390/63-498o/o4.852o/o5.300%2.904%3.8220/"L2A50h Face
Amounu
Shares
CostValue
1,42A,127.O017,463,912,4319,349,395.8226,325,614.4042,391,600,896,749,559.4461,371 ,96935
70,804,680.65a774.493
06 1,42AJ27.0O17,484,000.0020,000,000"0025,500,000"0042,391,600.896,749,559.4463,20s,000.0071,1 00,000.00

9.000,000.00
1,428,127
.OO
17,468,805,2919,708,415_9s26,343,236.3242.391,600.896,749,559.4461,61 1,548"68
70,9
t 2,368.27

8.933.212.31Bookvaluo
$
251,882,783,30
3,526,644.38
137,446.47
t
255,546,874.f5
Bookvalue
1,428,127.OO16,s10,3812119,703,425.0025,213,890.0042,391,600"896,749,s59-4458,973,565.4069,176,133.008.908.640.00 olo
ol
Portblio
111,6s1
39 202,218?9140,247
19 Acc?uedlnter€st
I
92296 647
1 1
931s7488
0_556.7877610.2816.442.6224.5127.573.49
$
254,6s9,353.14
$
255,545,874.15
$
249,455,321'94
304,546
10 57
t,565"98730.A7
526
$
1,330,960.32
100.00
lnterest
Total
Rate
of
Return

3.918%
$
257,658,287.33
PooledCity
of
Folsom
Cash
and
lnveslments
(excluding
RDSA,
FPFA
&
FRFA
amounts)
Redevelopment
Sucessor
Agency
(included
in
RDSA
lnvestment
Report)
Public
Financing
Authority
(included
in
PFA
lnvestment
Report)
Folsom
Ranch
Financing
Authority
(included
in
FRFA
lnvestment
Report)
Total
Pooled
Equity

98.57Yo1.380/00"05o/o0^00%
100.00%
Ma.ketValue
Days
to
Vo
ot
Portfollo
131.5'1
a7s%4.81%
$
2,533,563.11
34,91479216,032.39
Succegsor
CashNon-Housing
201
1A
Proceeds
Housing
2011B
Proceeds
Money
Market
Total
, AveEge
Folsom
Public
CashMoney
Market
Municipal
Bond
Total
, Avorage
Folsom
Ranch
Municipal
Bond
Total
, Avetage
Flnancino
Authorifu
YTM
Financlno
Authoritv
YTMYTM
Cost
Face
AmounU
shares
cost
Value122,472.21
2,591,295.00
u2,a77
17 3j2175
$
3,529,766.13
GostValue
137,446.47
2,026.79
CcttValue

3.831%
$
3,529,766.'13
Cost
Face
Amount
Sharos
$
3,529,766.13
5 3,529,766.13
3,830%3.830%3.8300/65.220% 3.830%5
23oo/o

2.760alo
122,472.21
2,591,295"00
812,877'17
3,12175
137,446.47

2.02619
29,090.000.00
't22,472.21
2,591,295pO
812,877.17
3,121.75
Bookvalue137,446-47
2,02679
BookValue
122,47221
2,591,29s.00
812,877.17
3,12175
MarketValue137,M6
47 2,026.79
MarketValue
Days
to
Days
to
Maturity
Accruedlntsrest Accruedlntotesit

3.4773,4123.030,09
{00.00
%ot
Portfolio
a-470.0199.52100.00
%ol
Portfolio
't00,00
$
td
Matudtv
,| I
2275

64.667.34

2. s
29,229,473,26
s
29,22s,473.26
s
29,229,473.26
I
29'229173-26
2264
9 64667.34
rA
Cost
Face
Amounu
Sharss
(-'
'.i
I-ort,*':7
*'"*

4.72A%
125,945,000-00
125,945,000.00
7217
479,650.93

4.728%
g
125,945,000.00
November

28. 2023
Stacey
Tamagni,
Finance
Direclor
Date
125,945,000.00
t
t25,9115,000.00
$,t2s,9'15,000.00
721t
J
479,650,93
100.00

12/12/2023 Item No.1.

ATTACHMENT 2

12/12/2023 Item No.1.

City of Folsom
Portfolio Holdings
Portfolio Holdings for lnv Report
Report Format: By Transaction
Portfolio / Report Group: City of Folsom
Group By: Secudty TYPe
Average By: Face Amount / Shares
As of 9/30/2023
De€cription lsBuer Coupon
Rate
Face
AmUShares
olo oe
Portfollo

0.000 428j27 00 017Wells FarsorA/ells Faroo Cash
5,310 1.000.000.00 0,39Wells Faroo

3.714 1.428.127.00 055iub Total / Averaqe cash
243.000.00 0.09Advia CU 5.250{dvia CU 5.25 91812026

0.104.600 249,000.00Alaska USA FCHusAFcH 4.631812028

4.950 249,000.00 0.10Alliantqlliant 4.95 12130 12027

2.950 246.000.00 0. 10Allv BankAllv Bank 2s5 121912025

0.1 0American Exoress National Eank 3.'t 50 246.000,00Bank 3.15 511112027 0,10\ustin Telco 5.050 248,000.0(Telco 5.05 1
243.000.00 0.09Bank of Hooe 5,250Bank of Hooe 5.25 911612024

5.000 248,000.00 0.10Bankers' Bank of the WestBankers' Bank of the West 5 3/30/2026 1,950 247.OOO,OO 0.10Barclays Bank1 212312027
4"200 244.000.00 0.09Blue Ridoe Bank NABankNA4.2Z28l2o28 244.000.00 0.09BMO Hanis Bank NA 4,600BMO Harris Bank NA 4,6 51812026

0.10BMW Bank of North America 2.500 246,000,00Bank

0.10Caoital One Bank (USA) NA 3,500 245,000.00One Bank NA3.57t27t2027

0.'103,500 245,000,00Capitial One NAOne NA 3.5 712712027

4.000 245,000.00 0.10Celtic BankCeltic Bank 4 1Ol712026 5 400 243.000,00 0.0!Charter Oak CUCharter Oak CU 5,4 2118t2O25

5.250 248.000.00 0.10Chartwav CU)hertwav CLi 5.25 7 I 1 412025 244.000.00 0.09CIBC Bank USA 4750Bank USA 4.7s 3124t2O28 0,10:omenitv Caoital Bank 2.600 249,000,00Comenitv Caoital Bank 2.6 4l'1412026 249.000.00 0,10onnexus 3.400Connexus 3.4 8115!2025

4.500 244,000.00 0.09Customers BankI ustomers Bank 4.5 6h 4 12028

3.200 246.000,00 0.10Discover Bank3.2 511912027

4.500 247.000.00 0.1(Dort Financialort Financial 4,5 1211612027 249.000,00 0.10Eaolebank 4-500Eaolebank 4.5 7 121 12025

0.10Eaolemark Savinos Bank 2.900 246,000.00Bank

0.09Enterorise Bank 4.350 244,000.00EnterDrise Bank 4.35 3l3l2o2a 0,103.550 245,000.00Essential FCUFCU 3.55 12t5t2023

5.250 243.000.0 0,0sFirst Bank Richmond:irst Bank Richmond 5,25712912024

4.850 244.000.00 0.0!:irst Familv FCUFirst Family FCU 4.85 111712025

0.09:irst Foundation Bank 4.700 244,000.00Foundation Bank 4.7 11t4t2027

0.09First National Bank of Middle Tennessee 4.500 244,000,00First National Bank of Middle Tennessee 4,5 5/1 1/2

0.10First National Bank Parasould 2.600 249,000.00First National Bank Paraoould 2.6 611Ol2O24

5.000 248.000.00 0.10General Electric CU51t3012024

3.1 00 249.000.00 0,10GreenState CUGreenstate CU 3-1 511412027

5.'150 248.000.00 0,1 0Harborstone CUcu 5.15712612024

0.09l.H. MississiDDi Vallev 5.500 243,000.005,5 9/1
0, 10,lonesboro State Bank 1.100 249,000.00State Bank 1.1 121812026

0.102"450 247,000.00Kearnev Bank2"4511t3012023

3.200 249.000.00 0.10Lafavette FCU512612026

4.350 244.000.00 0.01LCA Bank CoroLCA Bank Corp 4.35 1111812026 246.000,00 0,1 0Leader Bank NA 2.550Leader Bank NA2.55 412212025

0.10CU5
First CU 4.3521312028

2.200 247,000,00 0.10
Ltoettv Filst uu
Moroan Stanley Bank, NAN42.27
Moroan Stanlev Private Bank. NA 2.200 247.000.00 0.10NA2.27t18t2024

4.500 249.000.00 0.10Mountain America1 312023
245.000.00 0.10National CooDerative Bank, NA 3.4001212112023National Coooerative Bank 24S.000.00 0,10New York Communitv Bank 0.65(New York Communitv Bank 0.65 Sh0l2O24

0.103.250 246,000.00Oceanfirst Bank NAOceanfirst Bank NA 3,2571112024 5,1 00 243,000,00 0.09Pacific Western Banktacific Western Bank 5 1 61912028-24

0.10Pentaoon FCU 1.400 249.000.00211812025

4.600 244.000.00 0.09Pinnacle Bank)innacle Bank 4.6 51812026

4.500 247.000.00 010Pooular BankBank 4.5

12/12/2023 Item No.1.
rrefened Bank 4 I I 30 I 2027 Preferred Bank 4.000 249.000.00 0-10 )roGrowth Bank 1.2 812212024 Procrowth Bank 1.200 249.000.0( 0.10 iz FCU 4.65 511112026 Raiz FCU 4 650 249,000.00 0,10
Bank 5 11 Renasant Bank 5.000 243,000.00 0.09

4.5 Saco & Biddeford Svq 4,500 244,000.00 009
afra National Bank of NY 2 312412025-22 Safra National Bank of NY 2.000 247,000.00 010 iandy Spring Bank 4.9 3116t2O26 iandv Sorino Bank 4.900 244,000 00 009 Sharonview FCU 3.400 249.000 00 0.10
3 85 912312027 State Bank of lndia Chicago 3.850 24s,000 00 0.10 Bank of lndia NY 3.35 6/1/2027 State Bank of lndia NY 3.350 245,000.00 0.10 Bank 5 Svnchronv Bank 5.000 243,000.00 0.09
ssB 1.2s 't211012026 Texas Exchanoe Bank. SSB 1.250 249,000.00 0.10 lnc.44 The Pitnev Bowes Bank. lnc. 4.400 244,000.00 0"0e Third Federal S&L of Cleveland 3.5 612812027 Ihird Federal S&L of Cleveland 3.500 245.000.00 0,1 0 Tovota Financial Savinos Bank O.65 91912024 fovota Financial Savings Bank 0.650 249.000.00 0.10 Bank USA 2.9 41312024 UBS Bank USA 2.900 249,000.00 0,10 Financial 3.45 USAlliance Financial 3.450 245,000,00 010 Bank 4 75 212912024 Wakefield Co-Op Bank 4.750 244.OOO OO 0.09 Sub Totel / Averaoe Certificate Of Deposit 3.763 17.484.000.00 6.74 0970.000 2,500.000.00Credit Aoricole CIB NYctB NY 0 1111712023 o.970.000 2.500,000,00CreditAoricole CIB NYctB NY 0 311812024

0.000 2,500,000.00 0.97Credit Aoricole CIB NYcrB NY 0 314t2024

0.970.000 2.500,000 0(MUFG Bank Ltd/NYo 101412023Bank

2.500.000 0( 0.s7flUFG Bank Ltd/NY 0.000MUFG Bank Ltd/NY 0 111212023

2.500.000.00 0.970.000MUFG BANK Ltd/NYMIUFG Bank Ltd/NY 0 121412023

2.500.000-00 0.970.000Natixis NYNatixis NY 0 1/1a12o24
o.970.000 2,500.000.00Natixis NYNatixis NY 0 41312024

7.760.000 20,000,000.00:ommerciel PaoerTotal /
Bond

4.780.800 2.000.000.00ank of America Coro212412026-22

2.000.000 00 0.78iank of America Corp 4.000Bank of America Corp 4

2.000.000 00 0.781.220Bank of MontrealBank of Montreal'l -22 3117 12026'22

0.391,220 1.000.000.00Bank of MontrealBank of Monkeal 1.22 311712026-22 o.7a1 250 2,000,000 00Bank of MontrealBank of Montreal

3.000 2.000.000.0( 4.78Barclavs Bank PLC31011712023-22
1163,000.000 00tiorouo Global Markets 6.0006812012024-24

2.000.000.00 0.78C itiqrouoGloba I Markets 4.000OitiorouoGlobalM a*eE 4 81 1 512024-23

1.000.000.00 0.394.300lnter-American Oevel Bknter-American Devel Bk 4"3 611512028'26 0,782.650 2.000.000.00lntl. Finance Corplntl. Finance Coro. 2.65

0.3s2 950 1,000,000.00JP Morqan Chase & CoJP Morsan Chase & Co 2.95 101112026

4.754 1,000.000,00 0.39Morgan Stanley Bank NAMlorqan Stanlev Bank NA 4.754 412112026

1.500.000.00 0.581.200Pacific Life GF ll,2
116Roval Bank of Canada 4.847 3,000,000,003118t2025Bank of 1,000,000,00 0.39State Street Corp 5.1045t1812026 -25Street CorD Var

10.283.269 26,500,000.00ub Total / Averaoe Coroorate Bond FFCB Bond

2.000.000.00 078FFCBFFCB 0"68 12i2012023 0.680
.750
1162.625 3,000,000.00FFCB
=FCB
2625 AnOl2024

4.782.800 2,000,000.00FFCBFFCB 2.8 1112512025

0.783.875 2.000,000,00FFCBFFCB 3.875 2t142028
o.784,000 2.000.000,00FFCB

0.784.125 2.000.000.0t:FCB

2.000.000.00 0.78;FCB 4,2504.25 6Ht2U26

5.125 2 000.000.00 0,78FFCBFFCB 5.125 212812024
0395,33( 1,000.000,00FFCB:FcB 5 33 7124t2025-24

0.785.500 2.000.000,00FFCB5.5 1112512024
3-5'19 22.000.000,00 8.53iub Total / Average FFCB Bond
FHLB BONd
o 6 12117t2024-21 FHLB 0,600 2.000.000.00 078
FHLB 0,7 412412025-22 FHLB 0.700 500.000,00 019
1 375 812612A26-22 FHLB 1.375 2.000,000,00 o78
tB2S7 712712026-2s FHLB 2,970 2.000.000.00 0.78
IHLB 3.000 2.000,000.00 078

3.2 -23 IHLB 3.200 1.000.000.00 0.39
47t24t2025-22 FHLB 4.000 1.250.000.00 0.48
=HLB 4.75 31812024 FHLB 4,750 2.000,000.00 078

12/12/2023 Item No.1.

F H LB 4.89 I 2t 28t2023-23 FHLB 4.890 2.000.000.00 o.78 =HLB 5 2t15t2024 FHLB 5,000 2.000.000.00 0.78

5.O5 2t1512024-23 FHLB 5,050 3.000.000.00 116

5.OA71912024 IHLB 5.080 3.000.000,00 116
FHLB 5.250 1.000.000.00 0.3s
FHLB 5.65 912712024-23 FHLB 5.650 2.000.000.00 078
FHLB SteD 112712027-23 FHLB 1 500 2,000,000.00 o.78
FHLB SteD 21182025-22 FHLB 1 750 1,350,000.00 o-52
FHLB Sleo7l2gl2026-21 FHLB 0 900 2.000.000.00 0.78
FHLB Steo 812812024-22 FHLB 4.000 2,000.000.00 o78
Sub Total / Averase FHLB Bond 3.499 33,1 00.000.00 12.84

1.000.000.00 0.392.550FHLMCFH LMC 2.55'l 21 222023-22
0"393.450 1,000,000.00FHLMCFHLMC 345 e12512025-23

4.000 1,500.000.00 0.58FHLMCFHLMC 4 6t7t2027-23

1.000.000.00 0.39FHLMC 4.3001213012027-254

0.58FHLMC 5.050 1,500,000.005.O5712612024-29

0.785.35( 2,000,000.00FHLMC

0.785.500 2,000,000.00FHLMCFHLMC 5,5 6/18t2024-23

3.884.558 10,000,000.00Sub Total / Averaoe FHLMC Bond
:NMA Bond
:NMA 0.375 812512025 rNMA 0 375 0.
:NMA 5.1 25 212812024-23 FNMA 5_125 2.OOO,OOO.00l 0.78
:NMA 5.2 412612024-23 FNMA 5.200 2,000,000.001 0"78
Sub Tobl / AveraoE FNMA Bond 3.567 6.000,000'001 2-33
CLASS LGIP california CLASS 5.477 28.352.004.34 I 1.00
Pool 5.477 28.352.004.34 1 1.00
3,483.590 8,978,892.32ILArF-city

5.060.704.23 1.963 590lv lr-AlF-FPFAFA

5.443.590 1 4.039.596.55)uarterlv ITotal / lnvestmentLocal Wells Faroo 5.2101 '1.666.986,66 0.65
Fa Wells Fargo 5.3301 5,082,572.78 197
,l Averade Monev Market 5 3001 6145559.44 2-62
Municlpal EOnr
Alameda Countv GOBS 3.46 81112027 Alameda Countv GOBs 3.460 500,000-00 0.19 GOBS '1.062 8/1 Alvord USD GOBS 1.062 1,280,000.00 0.50 ccD 2.016 8t112027 \ntelooe Vallev CCD 2.O16 1.000,000 00 0.39 sD 0.638 8/1 elmont-Redwood Shores SD 0.638 250.000.00 0.10 Beverlv Hills PFA Lease Rev 0.73 61112024 Beverly Hills PFA Lease Rev 0,730 300,000.00 o.12 Hills USD 2.45 Beverlv Hills USD 2.45A 1,000,000.00 0.39 Hills USD 2.6581112025 Severlv Hills USD 2,650 780.000.00 0.30

2.7 8t112026 Beverlv Hills USD 2.700 1.000.000.00 0.39
STDWR 0.751 1 CA St DWR Cent Val Proj a,751 1.865.000,00 o.72 Val 1.051 121112026-21 0A St DWR Cent Val Proi 1.051 1,62s,000.00 0.63 88 81112024RDASA TABS 1,1 Carson RDASATABS 1 .188 400,000,00 0.16 RDASA TABS 1,288 t2025 Carson ROASA TABs 1.288 300,000,00 o.12 Citrus CCD GOBs 0"669 81112024 Citrus CCD GOBs 0.669 400.000.00 0.16 o.819 81112025 litrus CCD GOBs 0.819 400.000.00 0,16
:olton USD o 88281112024 Colton USD 0.882 1.000.000.00 0.39 0,563 615,000.0( o.2411t'1t2024 CSU Revenue Bonds
ISU Revenue Bonds 0.685 111112024 CSU Revenue Bonds 0.685 500.000.00 0.1s Davis RDA-SA T ABs 2 91 1 12025 Davis RDA-SA TABs 2,000 435,000.00 a17 Dixon USD 0,953 8/1/2025 Dixon USD 0.953 100.000,00 0.04 Dist221 Folsom Cordova USD lmo Dist 2 2.000 16s.000,00 0.06 Folsom Cordova USD lmp Dist 2 2.000 1,000,000.00Dis|221an12024 2210t112025 Folsom Cordova USD lmp Dist 2 2.OOO 1 040.000.00 040 Hooe ESD 0.97 8l'll2l25 Hooe ESD o.970 300,000,00 012
Hooe ESD 1 17 81112026 Hooe ESD 1 170 285,000.00 o.11
Joint USD 1
Altos SD
Livermore Vallev Joint USD 1.766 1.690.000.00 0_66
os Altos SD 1.000 2,000,000"00 0.7e
12026 Nlarin CCD GOs 0 679 900,000.00 0.35
Marin CCD GOs 3.37281112028-23 Marin GCD GOs 3.371 1,000,000.00 0.39 LJSD 1 S41 Moreno Valley USD 't 941 195,000,00 0.08
Moreno Vallev USD 2.203 anl2A25 Moreno Vallev USD 2203 100,000^00 0.04

12/12/2023 Item No.1.

Vloreno ValleY USD 2.328 81112026 iloreno Valley USD 2.328 110.000 00 0,04 Vloroan Hill RDA-SA 0.961 9/1/2025 )rqan Hill RDA-SA 0.961 1.425.000,00 0,55 Novato RDA-SA 2.42 9l I 12027 Novato RDA-SA 2.420 1.545.000.00 0.60 Cak Grove SD o.561 81112024 0.561 600.000.00 0.23
Sxnard SD GOBS 0.82 81112024 Oxnard SD GOBS 0.820 345.000.00 0.13 Sxnard IJHSD 1.256 81112025 oxnard UHSD 1.25t 500.000.00 0.19 Palomar CCD O.AU U1l2O25 Palomar CCD 0.881 300,000.00 o.12 Pasadena Area CCD GOBS 5.3 Sl1l2O24 Pasadena Area CCD GOBS 5.300 1,000,000.00 0.39 Pittsburq USD 0.67 81112024 Pittsburs USD 0.670 680,000.00 0.

Rancho Santiaoo CCD GOBs 0.634 91112024 Rancho Santiago CCD GOBS 0.634 1,000,000 00 0"39 Sacramento Reo. Sanitation District 1.042 12111202 Sacramento Req. Sanitation District 1.O42 2.305.000.00 0.89 San Bernardino CCD 0.605 81112024 San Bernardino CCD 0.605 1.000.000.00 0.39 San Jose Everoreen CCD 0.921 91112025 San Jose Everoreen CCD 0.921 1,000,000.00 0,39 San Jose RDA-SA 3.176 81112026 San Jose RDA-SA 3.176 2,'170,000.0 0.84 San Jose RDA-SA 3226 81112027 San Jose RDA-SA 3.226 1,500.000.00 0.5 San Jose RDA-SA 3,226 El1l2o27 Sen Jose RDA-SA 3.226 1.000,000.00 0.39 San Jose USD 1 014 81112027 San Jose USD 't o14 700.000.00 a.27 Santa Ana Comm RDA-SA 3.967 91112027 Santa Ana Comm RDA-SA 3.967 1,485,000.00 0.58 Santa Clarita PFA Lease Rev 0.976 61112024-20 Santa Clarita PFA Lease Rev 0.976 355,000.00 o.1A anta Clarita PFA Lease Rev 1.176 61112025-20 Sanla Clarita PFA Lease Rev 1.176 360,000.00 o.14 St, of Texas GOB's 3.011 '101112026-25 St of Texas GOB'S 3.01 1 2.000.000.00 o.7 St. ofTexas GOBS 5 101112027 St. of Texas GOBs 5.000 785.000.00 0,30 State of California GO 1 .7 21112028 State of California GO 1 700 2.000.000.00 0.78 State of California GO 2.375 101112026 State of California GO 2.375 1.600.000.00 0.62 Slaie of California GO 2.375 101112026 State of California GO 2.375 815,000.00 o.32 State of Califomia GO 4.846 31112027 state of California GO 4,846 1.000.000.00 0.3s State of California GO 5.22231112024 State of California GO 5.222 1.000.000.00 0.39 Sbte of Delaware GOB'S 4.45 71112028 State of Delaware GOB'S 4^450 1.500.000.00 0.58 Sulohur Sorinos USD 5.285 91112025 Sulohur Sprinss USD 5.285 265.000.00 0.10 IJC Reoents GRBs Ser AX 3.0A3 7 nl2925 UC Reoents GRBs SerAX 3.O53 985 000,00 0.38 IIC Reoents GRBS Ser AX 3.06371112025 LJC Reoents GRBS SerAX 3,063 2,000,000.00 o78 llC Reoents GRBs Ser BF 0-833 511512024-24 UC Resenis GRBs Ser BF 0.833 250,000.00 0.10 UC Reoents GRBS Ser BG 1 316 511512027 UC Reqents GRBs Ser BG 1.316 1.000,000.00 0.39 UC Reoents MCPRBs Ser M 2.659 511512028 UC Reqents MCPRBS Ser M 2.65r 900.000.00 0.35 Yosemite CCD 0.804 81112024 Yosemite CCD 0,804 500,000,00 0.19 Yosemite CCD 1.35 81112026 Yosemite CCD 1-350 680,000.00 0.26 Yosemite CCD 1.35 81112026 Yosemite CCD 1.350 820,000,00 o.32 Yosemite CCD 1,44 81112024 Yosemite CCD 'l,440 300,000.01 o.12 Yosemite CCD 1.689 81112025 Yosemite CCD 1.689 750,000.00 0.29 Yosemite CCO''.91 2 8l I 12026 Yosemite CCD 1.912 250.000.00 0.10 Yosemite CCD 2.082 8l 1 I 2027 Yosemite CcD 2.OAt 2.000.000.00 0.78 Total / MU Bond 24.51

0.000 1.94
Srrb Total / Averaoe Treasurv Bill 0.000 5.000.000.0( 1.94 I I%sUI
T-Note 0.1 25 121 I 512023 freasurv 0,125 2.000.000.00 0.78 f-Note 2.25 313112024 ! freasurv 2.250 2,000,000.00 0.78 ub Total / Averaoe Treasurv Note 1 .188 4.000.000.00 1.55

3.091 257 1

12/12/2023 Item No.1.

ATTACHMENT 3

12/12/2023 Item No.1.

City of Folsom
Transactions Summary
Transaction Summary - lnvestment Report
Portfolio / Report Group: City of Folsom
Group By: Action
Begin Date: 071A112023, End Date: 0913012023
YTM@
CoBt
Maturity
DatE
Face
AmUShares PrincipalSecur$ TypeDescrlption
Buy

5.25 Certificate Of Deoosit 9t8t2023 9t8t2026 243,000.00 243,000.00 5.250 lharter Oak CU 5.4211812025 Certificate Of Deoosit 8t16t2023 2t18t2025 243,000.00 243.000.00 5.400 )hartwav CU 5.25 7fi412025 Certificate Of Deposit 7t12,2023 7t14t2025 248,000,00 248,000-00 5.250 3itiorouo Global Markets 6 812012024-24 CorDorate Bond 7t20t2023 8t24t2024 3.000.000.00 3.000.000.00 6.000 it Aqricole CIB NY 0 3/1 Commercial Paper 9t15t2023 3t18t2024 2,500,000.00 2.428.569.44 5,724 425 FFCB Bond 8ni2023 8nno28 2.000.000.00 2.000.000.00 4.25( FFCB 5 33 7t24t2A25-24 FFCB Bond 7t2412023 7t2412025 1,000,000,00 1,000,000.00 5,330 FFCB 5.5 11t25t2024 FFCB Bond 9t25t2023 11t2512024 2.000.000.00 2.000.000.00 5.500 FHLB 5.65 9t27t2024-23 FHLB Bond 8t31t2023 s127t2024 2,000,000.00 2.000.000.00 5,650 | .H, Mississiooi Vallev 5.5 911612024 Certificate Of Deposit 8t14t2023 9116t2024 243,000 00 243,000 00 5 500 0ertificate Of Deposit 8t30t2023 8t30t2028 248.000.00 248,000.00 5.000 Livermore Valley Joint USD Nlunicipal Bond 9t1t2023 8t1t2028 1,690,000.00 1,474,541 .90 4.740 GOs 3 8t1t2028-23 fiilunicioal Bond 8t1112023 8t1t202E 1.000.000.00 955,21 0.00 4.384 Natixls NY O 41312024 Commercial Paper 8t4t2023 4t3t2024 2.500,000.00 2,405,162.50 5.842 Pasadena Area CCD GOBs 5"3 81112024 Municioal Bond 8t3t2023 8t1t2024 1.000.000.00 1,000,000.00 5.30( Saco & Biddeford Sus 4 5 812812028 Certificate Of Deoosit 8t28t2023 8t28t2028 244.000.00 244.000.00 4.500 State of Delaware GOB's 4.4571'|12028 Municipal Bond 9t29t2023 7t1t2028 1,500,000.00 1,473,435.00 4.870 Sub Total / Averaqe Buy 21.659.000.00 21.205.91e.84

0.00012t3112024 245.000,00 245.000.00Certificate Of Deoosit 8122120233.4

0.0008t24t2023 2t2412025 2,000,000.00FHLMC BondFH LMC 5.25 2124 12025 -23 7t24t2023 8t24t2027 1 1,310,000.00 0.000Coroorate Bondvloroan Stanlev Dom Hold 3.8 812412027-23

3.555.000.003,55s,000.00Sub Total / Averaqe Called
s00.000.00 0"0008t1t2023 8t1t2023 500,000.00Municipal BondAlameda countv GoBs 3.28 81112023 u12A23 't25,000.00 1 25,000.00 0.000Municioal Bond 8t1t2023Belmont-Redwood Shores SD 0 369 8l'|12023 170.000.00 't 70.000.00 0.000MuniciDal Bond 81112023 8t1t2023Belmont-Redwood Shores SD Ser B 0'369 81112023

0.0008t1t2023 8t1t2023 300,000.00 300,000.00Municipal BondOarson RDASA TABs 0.981 81112023 8t1t2023 1.265,000.00 1,265,000.00 0,000Municioal Bond 8t1t20231,975

1.000.000.00 0.0008t112023 8t1t2023 1,000,000.00Municipal BondUSD 702

0.0009t1t2023 9t1t2023 2.500.000.00 2.500.000.00Commercial PaoerCredit Aoricole CIB NY 0 91112023 625.000,00 625.000.00 0.0009t1t2023 9t1t2023Municipal BondDavis RDA-SA TABS 1 75 9l'112023

0.000lertificate Of Deoosit 9t27t2023 9t27t2023 245,000,00 245,000.00Farme/s & Merchants Bank3.3 912712023

0.0007t2612023 7t26t2023 2.000.000.00 2.000.000.00FFCB BondFFCB 4 67 712612023-23

0.0007t2812023 7t28t2023 2,000,000,00 2,000,000,00FHLB BondFHLB 3.05 7t28t2023-23

0.000at2al2023 8t28t2023 2.000.000.00 2,000,000 00FHLB Bond

2.000.000,00 0.0009t15t2023 9t15t2023 2.000.000.00FHLB Bond

0.0008t24t2023 8t2412023 1.500,000 00 1,500,000,00FHLMC BondFHLMC 0,25 8t24t2023

1.500.000.00 1.500.000.00 0.000FHLMC Bond 8t24t2023 8t2412023FHLMC 0.25 8t24r2023

0.000Comm€rciel Paoer 7t1712023 7n712A23 5.000.000.00 5,000,000,0007t1712023Securities

0.000at1t2023 140.000.00 140.000.00Municioal Bond 8t1t2023Nioreno Vallev USD 1,671 81112023

0.0007t14t2023 7t14t2023 2.500,000.00 2.500.000.00Commercial PaperNatixis NY 0711412023 9t18t2023 2.500.000,00 2.500.000"00 0.000Commercial Paoer 9t18t2023 245.000.0 0,0009t19t2023 9t19t2023 245,000.00Certificate Of DepositNeiqhbors FCU 3.3 911912023 8t1t2023 8t1t2023 1,500.000.00 1.500.000.00 0.000llunicioal BondSan Bernardino CCD 0.335 81112023 500.000.00 0 0008t1t2023 8t1t2023 500.000,00N/lunicipal BondSan Jose RDASA TABs 2,828 81112023 8t1t2023 1.000.000,00 't.000.000.00 0.000Municioal Bond 8t1t202iYosemite CCD 0.561 81112023 7s0.000.00 750.000.00 0.000Municioal Bond 8t1t2024 8t1t2023Yosemite CCD 'l .14 81112023

31.865.000.00 31.865,000.00Sub Total / Averaoe Matured
Sell
Contra Costa USD 1 761 81112024 Municipal Bond 8t1t2023 8t1t2024 1,000,000.00 967 Sub Total / Averaqe Sell 1.000.000.00 967.410.001

12/12/2023 Item No.1.

Folsom City Council
Staff Report

1 MEETING DATE:

12/12/2023
AGENDA SECTION:

Joint Meeting Public Hearing
SUBJECT: Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024

Resolution No. 11147 - Resolution of the City Council of the City of Folsom Authorizing the Issuance of the City of Folsom Community Facilities District No. 23 (Folsom Ranch)
Improvement Area No. 2 Special Tax Bonds, Series 2024, the Execution of an Indenture Providing therefor, Authorizing the Execution of a Local Obligation Purchase Contract, and
Authorizing Necessary Actions and the Execution of Other Documents in Connection therewith

Resolution No. 011-Folsom Ranch FA - Resolution of the
Governing Board of the Folsom Ranch Financing Authority Authorizing the Issuance, Sale and Delivery of Not to Exceed $12,500,000 Aggregate Principal Amount of City of Folsom Community Facilities District No. 23 (Folsom Ranch)
Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024; Approving the Form and Substance of a Trust Agreement, Authorizing Modifications thereof and Execution and Delivery as Modified; Approving a Preliminary Official Statement, Authorizing Changes thereto and Execution and Delivery of an Official Statement to be Derived therefrom; Approving a Local Obligation Purchase Contract and a Bond Purchase Contract and Execution and Delivery of Each; and Authorizing Related Actions Necessary to Implement the Proposed Financing

FROM: Finance Department

12/12/2023 Item No.2.
2 RECOMMENDATION / CITY COUNCIL ACTION

It is recommended that the City Council adopt the following resolution:

Resolution No. 11147- Resolution of the City Council of the City of Folsom Authorizing the Issuance of the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds, Series 2024, the Execution of an Indenture Providing therefor, Authorizing the Execution of a Local Obligation Purchase Contract, and Authorizing Necessary Actions and the Execution of Other Documents in Connection therewith

It is recommended the Governing Board of the Authority adopt the following resolution:

Resolution No. 011-Folsom Ranch FA - Resolution of the Governing Board of the Folsom Ranch Financing Authority Authorizing the Issuance, Sale and Delivery of Not to Exceed $12,500,000 Aggregate Principal Amount of City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024; Approving the Form and Substance of a Trust Agreement, Authorizing Modifications thereof and Execution and Delivery as Modified; Approving a Preliminary Official Statement, Authorizing Changes thereto and Execution and Delivery of an Official Statement to be Derived therefrom; Approving a Local Obligation Purchase Contract and a Bond Purchase Contract and Execution and Delivery of Each; and Authorizing Related Actions Necessary to Implement the Proposed Financing.

BACKGROUND / ISSUE

Community Facilities District No. 23 (Folsom Ranch) (CFD No. 23) is a community facilities district organized by the City Council under the Mello-Roos Act for the purpose of providing for the construction and acquisition of certain public improvements and the financing of certain services to serve property within CFD No. 23. The City established CFD No. 23 on May 26, 2020 and designated six separate improvement areas at that time, including Improvement Area No. 2. In December 2021, a seventh improvement area was designated within CFD No. 23, and in March 2023 change proceedings for Improvement Area No. 2 were held, which approved an Amended Rate and Method of Apportionment. Improvement Area No. 2 consists of a gross area of approximately 49 acres and is located wholly within the City of Folsom, east of East Bidwell Street, north of Mangini Parkway and south of U.S. Highway 50.

Development within Improvement Area No. 2 is planned to include 291 multi-family low density units and approximately 5.8 acres expected to be developed into a 152-unit affordable housing site that will receive a welfare exemption and be exempt from the special tax. Property within Improvement Area No. 2 is in varying stages of development, including finished lots, home under construction, and completed homes. Improvement Area No. 2 is expected to be developed in four separate villages. Villages 1, 2, and 3 include lots that are owned and being developed by Tri Pointe. Village 4 includes lots that are owned by the Landbank and that are expected to be developed by Lennar Homes.

12/12/2023 Item No.2.
3 The cost to construct all the facilities necessary to service property within Improvement Area No. 2 is estimated at approximately $34,300,000 and is comprised of backbone infrastructure, soft costs and subdivision infrastructure. Backbone facilities infrastructure improvements for Improvement Area 2 are expected to include transportation improvements, water system improvements, recycled water system improvements, drainage system improvements, wastewater system improvements, and park, parkway and open space improvements.

Subdivision infrastructure improvements for development of Improvement Area No. 2 includes, among other things, intract infrastructure such as underground utilities, subdivision roadways, street lighting, soundwalls and landscaping improvements.

Notice of this public hearing was published in the Folsom Telegraph on November 30, 2023.

POLICY / RULE

Resolution No. 9282 – A Resolution of the City Council of the City of Folsom Approving Goals and Policies for Community Facilities Districts

Chapter 3.110, “Community Facilities Financing”, of the Folsom Municipal Code

Mello-Roos Community Facilities Act of 1982

Marks-Roos Local Bond Pooling Act of 1985

ANALYSIS

The Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024 (Series 2024 Revenue Bonds) are being issued by the Folsom Ranch Financing Authority (FRFA) in a not to exceed amount of $12,500,000 to finance the purchase of the limited obligation special tax bonds (Local Obligations), issued by CFD No. 23 (Folsom Ranch). The purchase price of the Local Obligations will be used to finance the acquisition and construction of certain public facilities, fund a debt service reserve account, fund capitalized interest to September 1, 2024, and pay certain costs of issuance of the Local Obligations and Series 2024 Revenue Bonds.

A special tax will be levied and collected annually to service the Local Obligations. Every year, CFD No. 23 shall determine the annual special tax requirement relating to Improvement Area No. 2. The annual special tax requirement is that amount of special tax revenue required in any fiscal year for Improvement Area No. 2 to:

• Pay administrative expenses
• Pay annual debt service on all outstanding bonds for Improvement Area No. 2 • Pay other periodic costs on outstanding bonds, including credit enhancement or rebate payments, if applicable
• Pay any amounts required to replenish the reserve fund • Pay for reasonably anticipated delinquent special taxes

12/12/2023 Item No.2.
4 • Fund Improvement Area No. 2 PAYGO costs
• Pay for authorized services
• Pay other associated costs as listed in the Amended Rate and Method of Apportionment

The special tax shall be levied each fiscal year proportionately on each Sacramento County assessor's parcel of taxable property within Improvement Area No. 2 at a rate up to 100% of the applicable maximum special tax to satisfy the annual special tax requirement. As of the most current appraisal, the appraised value for the property within Improvement Area No. 2 is $84,653,000 and the value-to-lien ratio is 7.2:1, which is in compliance with the City’s CFD policy. The total projected residential property tax level for developed multi-family low- density property within Improvement Area No. 2 is approximately 1.84%, and shall not exceed

2.0% of the estimated sales price of the respective homes to be constructed in Improvement Area No. 2.

Upon the conclusion of the noticed public hearing, and by adopting the proposed City Council Resolution, the City Council is taking the following actions in connection with the Local Obligations:

1. Determining that there are significant public benefits to the City from the proposed financing and approving the Series 2024 Revenue Bonds

2. Authorizing the issuance of an aggregate principal amount of not to exceed $12,500,000 in Local Obligations

3. Approving the form and substance and the execution and delivery of the Indenture with U.S. Bank Trust Company, National Association

4. Approving the form and substance and the execution and delivery of the Continuing Disclosure Certificate

5. Approving the form and substance and delivery of the Preliminary Official Statement, and authorizing the preparation, delivery and execution of a final Official Statement

6. Approving the form and substance and execution and delivery of the Local Obligation Purchase Contract

7. Approving the form and substance and execution and delivery of the Trust Agreement

8. Authorizing the officers of the City to execute any and all documents and instruments, for and on behalf of the City and/or CFD No. 23, to carry out the issuance of the Local Obligations

By adopting the proposed FRFA Resolution, the Governing Board is taking the following actions in connection with the Series 2024 Revenue Bonds:

1. Authorizing the issuance of an aggregate principal amount of not to exceed $12,500,000 in Series 2024 Revenue Bonds

2. Approving the form and substance and execution and delivery of the Trust Agreement

3. Approving the form and substance and execution and delivery of the Local Obligation Purchase Contract

4. Approving the form and substance and execution and delivery of the Bond Purchase Contract

12/12/2023 Item No.2.
5 5. Approving the form and substance of the Preliminary Official Statement authorizing the Treasurer to determine when said Preliminary Official Statement is final, and authorizing the distribution of both the Preliminary Official Statement and the Official Statement to be distributed by the Underwriter.

6. Authorizing the officers of the FRFA to execute and deliver any and all documents, and to do any and all things deemed necessary to comply with the terms and intent of this resolution.

Other documents included as exhibits to this staff report include:

• Preliminary Official Statement
• Trust Agreement
• Indenture
• Local Obligation Purchase Contract
• Bond Purchase Agreement
• Continuing Disclosure Certificate
• Good Faith Estimates

The City has engaged the following consultants to assist in the issuance of these Series 2024 Revenue Bonds:

Bond Counsel: Orrick, Herrington & Sutcliffe LLP
Disclosure Counsel: Orrick, Herrington & Sutcliffe LLP
Tax Consultant: NBS
Financial Advisor: Fieldman, Rolapp & Associates, Inc.

Trustee: U.S. Bank Trust Company, National Association

FINANCIAL IMPACT

There is no discernable financial impact on the City of Folsom. The CFD No. 23 formation, bonded indebtedness, and expenses, including those for Improvement Area No. 2, are solely the responsibility of CFD No. 23. The City will receive reimbursement from the issuance of the Series 2024 Revenue Bonds for staff time and expenses and will receive an annual administrative fee throughout the term of CFD No. 23; these amounts are intended to offset expenses incurred by the City for administration and other items.

ENVIRONMENTAL REVIEW

On February 13, 2018, the City Council approved the Mangini Ranch Phase 2 Vesting Tentative Subdivision Map and determined that the Mangini Ranch Phase 2 Subdivision project is entirely consistent with the Folsom Plan Area Specific Plan (FPASP) and Westland Eagle Specific Plan Amendment and therefore exempt from review under the California Environmental Quality Act (CEQA) provided by Government Code section 65457 and CEQA Guidelines sections 15182. No additional environmental review is required.

12/12/2023 Item No.2.
6 ATTACHMENTS

1. Resolution No. 11147 - Resolution of the City Council of the City of Folsom Authorizing the Issuance of the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds, Series 2024, the Execution of an Indenture Providing therefor, Authorizing the Execution of a Local Obligation Purchase Contract, and Authorizing Necessary Actions and the Execution of Other Documents in Connection therewith

2. Resolution No. 011-Folsom Ranch FA - Resolution of the Governing Board of the Folsom Ranch Financing Authority Authorizing the Issuance, Sale and Delivery of Not to Exceed $12,500,000 Aggregate Principal Amount of City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024; Approving the Form and Substance of a Trust Agreement, Authorizing Modifications thereof and Execution and Delivery as Modified; Approving a Preliminary Official Statement, Authorizing Changes thereto and Execution and Delivery of an Official Statement to be Derived therefrom; Approving a Local Obligation Purchase Contract and a Bond Purchase Contract and Execution and Delivery of Each; and Authorizing Related Actions Necessary to Implement the Proposed Financing.

3. Trust Agreement by and among the Folsom Ranch Financing Authority and the City of Folsom Community Facilities District No. 23 (Folsom Ranch) and U.S. Bank Trust Company, National Association, as Trustee

4. Indenture between the City of Folsom Community Facilities District No. 23 (Folsom Ranch) and U.S. Bank Trust Company, National Association, as Trustee

5. Preliminary Official Statement for the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024

6. Local Obligation Purchase Contract for the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds, Series 2024 between the Folsom Ranch Financing Authority and the City of Folsom Community Facilities District No. 23 (Folsom Ranch)

7. Bond Purchase Agreement for the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024 between the Folsom Ranch Financing Authority and Piper Sandler & Co.

8. Continuing Disclosure Certificate

9. Good Faith Estimates for the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds, Series 2024 and the Folsom Ranch

12/12/2023 Item No.2.
7 Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024

Submitted,

Stacey Tamagni
Finance Director
Treasurer of the Folsom Ranch Financing Authority

12/12/2023 Item No.2.

Attachment 1

12/12/2023 Item No.2.

Resolution No. 11147

RESOLUTION NO. 11147

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOLSOM

AUTHORIZING THE ISSUANCE OF THE CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23 (FOLSOM RANCH) IMPROVEMENT AREA NO. 2 SPECIAL TAX BONDS, SERIES 2024, THE EXECUTION OF AN INDENTURE

PROVIDING THEREFOR, AUTHORIZING THE EXECUTION OF A LOCAL

OBLIGATION PURCHASE CONTRACT, AND AUTHORIZING NECESSARY

ACTIONS AND THE EXECUTION OF OTHER DOCUMENTS IN CONNECTION

THEREWITH
WHEREAS, the City Council (the “City Council”) of the City of Folsom (the “City”) has formed the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “Community Facilities District”) and designated various improvement areas therein, including Improvement Area No. 2 (the “Improvement Area”), under the provisions of the Mello-Roos Community Facilities Act of 1982 (the “Act”); and
WHEREAS, the Community Facilities District is authorized under the Act to levy special taxes within the Improvement Area (the “Special Taxes”) to pay the costs of certain public facilities (the “Facilities”) and to issue bonds payable from the Special Taxes; and WHEREAS, in order to provide funds to finance certain of the Facilities (the “Project”), the Community Facilities District proposes to issue not to exceed $12,500,000 principal amount of its City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds, Series 2024 (the “Local Obligations”); and WHEREAS, the Folsom Ranch Financing Authority (the “Authority”) has agreed to purchase the Local Obligations pursuant to a Local Obligation Purchase Contract (the “Local Obligation Purchase Contract”) between the Authority and the Community Facilities District with a portion of the proceeds of the Authority’s City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024 (the “Authority Bonds”); and
WHEREAS, the City Council has determined in accordance with Government Code Section 53360.4 that a negotiated sale of the Local Obligations to the Authority in accordance with the terms of the Local Obligation Purchase Contract will result in a lower overall cost to the Community Facilities District than a public sale; and
WHEREAS, there has been submitted to the City Clerk of the City (the “City Clerk”) a form of Indenture, between the Community Facilities District and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), providing for the issuance of the Local Obligations and a form of Local Obligation Purchase Contract providing for the sale of the Local Obligations to the Authority; and
WHEREAS, there has been submitted to the City Clerk a form of Trust Agreement (the “Trust Agreement”), among the Authority, the Community Facilities District and U.S. Bank Trust

12/12/2023 Item No.2.

Resolution No. 11147

Company, National Association, as trustee, providing for the issuance of the Authority Bonds; and WHEREAS, the Authority has authorized the sale of the Authority Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), with the net proceeds of sale thereof to be utilized to purchase the Local Obligations from the Community Facilities District; and WHEREAS, the Community Facilities District desires to assist the Underwriter in its compliance with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”) pursuant to a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”); and
WHEREAS, the form of a Preliminary Official Statement (the “Preliminary Official Statement”) to be used in connection with the offering and sale of the Authority Bonds has been prepared and is on file with the City Clerk; and
WHEREAS, there have been prepared and submitted to the City Council for consideration at this meeting the forms of:
(a) the Trust Agreement;
(b) the Indenture;
(c) the Local Obligation Purchase Contract;
(d) the Continuing Disclosure Certificate; and
(e) the Preliminary Official Statement; and
WHEREAS, the City Council has considered the evidence of the public benefits to the Community Facilities District of the proposed financing and is fully advised in the premises; and WHEREAS, the Community Facilities District desires to proceed to issue and sell the Local Obligations and to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the Local Obligations; and
WHEREAS, on this date, the City held a public hearing on the financing of the Project in accordance with Section 6586.5 of Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California (the “Marks- Roos Act”); and
WHEREAS, in accordance with Section 6586.5 of the Marks-Roos Act, notice of such hearing was published once at least five days prior to the hearing in the Folsom Telegraph , a newspaper of general circulation in the City; and
WHEREAS, Government Code Section 5852.1 requires that the City Council obtain from an underwriter, financial adviser or private lender and disclose, prior to authorization of the issuance of bonds with a term of greater than 13 months, good faith estimates of the following

12/12/2023 Item No.2.

Resolution No. 11147

information in a meeting open to the public: (a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds; and WHEREAS, in compliance with Government Code Section 5852.1, the City Council has obtained from Fieldman, Rolapp & Associates, Inc., the municipal adviser to the Community Facilities District, the required good faith estimates and such estimates have been disclosed at this meeting; and
WHEREAS, the City Council is the legislative body of the Community Facilities District; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Folsom, as follows:

Section 1. The foregoing recitals are true and correct, and the City Council so finds and determines.

Section 2. The City Council, on behalf of the City, hereby approves the issuance of the Authority Bonds to finance the Project and finds that the use of the Marks-Roos Act to assist the Community Facilities District in financing the Project will result in significant public benefits to the citizens of the City, including more efficient delivery of local agency services to residential and commercial development.

Section 3. Subject to the conditions described in Section 8, the issuance of the Local Obligations in an aggregate principal amount not to exceed $12,500,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved. The Local Obligations shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to redemption, shall be issued in the form, and shall be as otherwise provided in the Indenture.

Section 4. The form of the Indenture providing for the issuance of the Local Obligations, on file with the City Clerk, is hereby approved, and the City Manager of the City (the “City Manager”) and the Finance Director of the City (the “Finance Director”) and such other officers of the City as the City Manager or the Finance Director shall designate (each an “Authorized Officer” and collectively, the “Authorized Officers”) are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the Community Facilities District, to execute and deliver the Indenture in substantially said form, with such changes therein as may be approved by the City Attorney of the City (the “City Attorney”), such approval to be conclusively evidenced by the execution and delivery thereof.

Section 5. The form of the Continuing Disclosure Certificate, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to execute and deliver the Continuing Disclosure Certificate in the form presented to this meeting, with such changes, insertions and

12/12/2023 Item No.2.

Resolution No. 11147

omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Continuing Disclosure Certificate by such Authorized Officer.

Section 6. The Preliminary Official Statement, in substantially the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Authority Bonds is hereby authorized and approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to certify to the Underwriter that the Preliminary Official Statement has been “deemed final” for purposes of Rule 15c2-12.

Section 7. The preparation and delivery of a final Official Statement (the “Official Statement”), and its use in connection with the offering and sale of the Authority Bonds is hereby authorized and approved. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. The Authorized Officers are, and each of them is, hereby authorized and directed to execute the final Official Statement and any amendment or supplement thereto, for and in the name of the Community Facilities District.

Section 8. The form of the Local Obligation Purchase Contract providing for the sale of the Local Obligations to the Authority, on file with the City Clerk, is hereby approved, and the Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to execute and deliver the Local Obligation Purchase Contract in substantially said form, with such changes therein as may be approved by the City Attorney, such approval to be conclusively evidenced by the execution and delivery thereof; provided that the final maturity of the Local Obligations shall be no later than September 1, 2054, the principal amount of the Local Obligations shall not exceed twelve million five hundred thousand dollars ($12,500,000) and the true interest cost (taking into consideration the associated underwriter’s discount and any original issue premium or discount relating to the Authority Bonds) of the Local Obligations shall not exceed seven and one quarter percent (7.25%).

Section 9. The form of the Trust Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to execute and deliver the Trust Agreement in the form presented to this meeting, with such changes, insertions and omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Trust Agreement by such Authorized Officer.

Section 10. Pursuant to Section 53345.8 of the Act and the City’s Local Goals and Policies, the City Council hereby finds and determines that the value of the real property that would be subject to the Special Taxes to pay debt service on the Local Obligations will be at least three (3) times the principal amount of the Local Obligations to be sold and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property within the Improvement Area or a special assessment levied on property within the Improvement

12/12/2023 Item No.2.

Resolution No. 11147

Area. The City Council determines in its sole discretion that it is necessary and desirable to waive certain of its Local Goals and Policies to the extent the issuance of the Local Obligations does not conform thereto.

Section 11. The officers of the City are hereby authorized and directed, jointly and severally, for and on behalf of the City and/or the Community Facilities District to do any and all things that they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, including any subsequent amendments, waivers or consents entered into or given in accordance with any of the documents approved hereby. The City Manager, the Finance Director, the City Clerk and the officers of the City are hereby authorized and directed to execute and deliver, for and on behalf of the City and/or the Community Facilities District, any and all certificates and representations necessary and desirable to accomplish the transactions set forth above.

Section 12. The City Council hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

Section 13. This resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED this 12th day of December, 2023, by the following roll call vote:

AYES: Councilmember(s):

NOES: Councilmember(s):

ABSENT: Councilmember(s):

ABSTAIN: Councilmember(s):

___________________________________
Rosario Rodriguez, MAYOR

ATTEST:

____________________________________
Christa Freemantle, CITY CLERK

12/12/2023 Item No.2.

Attachment 2

12/12/2023 Item No.2.

Resolution No. 011-Folsom Ranch FA

RESOLUTION NO. 011-FOLSOM RANCH FA

RESOLUTION OF THE GOVERNING BOARD OF THE FOLSOM RANCH

FINANCING AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $12,500,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23 (FOLSOM RANCH) IMPROVEMENT AREA NO. 2 SPECIAL TAX REVENUE BONDS, SERIES 2024;

APPROVING THE FORM AND SUBSTANCE OF A TRUST AGREEMENT,

AUTHORIZING MODIFICATIONS THEREOF AND EXECUTION AND DELIVERY AS MODIFIED; APPROVING A PRELIMINARY OFFICIAL STATEMENT,

AUTHORIZING CHANGES THERETO AND EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT TO BE DERIVED THEREFROM; APPROVING A LOCAL

OBLIGATION PURCHASE CONTRACT AND A BOND PURCHASE CONTRACT AND EXECUTION AND DELIVERY OF EACH; AND AUTHORIZING RELATED

ACTIONS NECESSARY TO IMPLEMENT THE PROPOSED FINANCING
WHEREAS, the Folsom Ranch Financing Authority is a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California (the “Authority”); and
WHEREAS, the City Council (the “City Council”) of the City of Folsom (the “City”) has formed the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “Community Facilities District”) and designated various improvement areas therein, including Improvement Area No. 2, under the provisions of the Mello-Roos Community Facilities Act of 1982 (the “Act”); and
WHEREAS, the Community Facilities District has completed its legal proceedings under the Act with respect to authorizing the issuance and sale of the “City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds, Series 2024” (the “Local Obligations”) for the purpose of financing certain public facilities within the City south of Highway 50; and
WHEREAS, the Community Facilities District is empowered under the provisions of the Act to undertake legal proceedings for the levy of a special tax and for the issuance, sale and delivery of special tax bonds upon the security of the recorded special tax liens; and WHEREAS, the Authority is empowered under the provisions of Article 4, Chapter 5, Division 7, Title 1 of the California Government Code (the “Law”) to issue its bonds for the purpose of purchasing various local obligations issued by certain local agencies and applying the proceeds of the bonds to finance certain authorized public facilities; and WHEREAS, the Authority desires to issue the “Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024” (the “Bonds”) pursuant to that certain Trust Agreement (the “Trust Agreement”), among the Authority, the Community Facilities District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), in order to provide funds to purchase the Local Obligations; and

12/12/2023 Item No.2.

Resolution No. 011-Folsom Ranch FA

WHEREAS, the Authority has determined that the estimated amount necessary to finance the purchase of the Local Obligations will require the issuance of the Bonds in the aggregate principal amount not to exceed twelve million five hundred thousand dollars ($12,500,000); and
WHEREAS, the Authority and the Community Facilities District have determined that all things necessary to make the Bonds, when authenticated by the Trustee, and issued as provided in the Trust Agreement, the valid, binding and legal obligations of the Authority according to the import thereof and hereof have been done and performed; and WHEREAS, in furtherance of implementing the financing, there have been filed with the Authority Secretary for consideration and approval by this Board forms of the following:
(a) a Trust Agreement, under the terms of which the Bonds are to be issued and the Revenues (as said term is defined in the Trust Agreement and as said Revenues are received by the Authority as holder of the Local Obligations) are to be administered to pay the principal of and interest on the Bonds; (b) a Local Obligation Purchase Contract, under the terms of which, among other things, the Community Facilities District agrees to sell and the Authority agrees to purchase the Local Obligations;
(c) a Bond Purchase Contract, under the terms of which, among other things, the Authority agrees to sell and the underwriter agrees to purchase the Bonds; and
(d) a Preliminary Official Statement, describing the Bonds and the Local Obligations; and
WHEREAS, Government Code Section 5852.1 requires that the Governing Board of the Authority obtain from an underwriter, financial adviser or private lender and disclose, prior to authorization of the issuance of bonds with a term of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds; and WHEREAS, in compliance with Government Code Section 5852.1, the Governing Board of the Authority has obtained from Fieldman, Rolapp & Associates, Inc., municipal adviser to the Authority, the required good faith estimates and such estimates have been disclosed at this meeting; and
WHEREAS, being fully advised in the matter of the proposed financing program, this Board wishes to proceed with implementation of said financing program; and

12/12/2023 Item No.2.

Resolution No. 011-Folsom Ranch FA

WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to authorize the execution and delivery of certain documents in order to further implement the financing in the manner and upon the terms herein provided; and WHEREAS, as required by the Law, the City has conducted a public hearing and has determined that the issuance of the Bonds by the Authority and the acquisition of the Local Obligations will result in significant public benefits, including more efficient delivery of local agency services to residential and commercial development.

NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Folsom Ranch Financing Authority as follows:

Section 1. The foregoing recitals are true and correct, and this Board so finds and determines.

Section 2. Pursuant to the Law, the Bonds shall be issued in the aggregate principal amount of not to exceed twelve million five hundred thousand dollars ($12,500,000). No Bond shall mature later than September 1, 2054.

Section 3. The form and substance of the Trust Agreement are hereby approved. The Treasurer of the Authority or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Trust Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 4. The form and substance of the Local Obligation Purchase Contract is hereby approved. The Treasurer of the Authority or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Local Obligation Purchase Contract in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 5. The form and substance of the Bond Purchase Contract is hereby approved. The Treasurer of the Authority or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Bond Purchase Contract in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided that the true interest cost of the Bonds shall not exceed seven and one quarter percent (7.25%) and the underwriter’s discount (exclusive of original issue discount) shall not exceed one and thirty-five hundredths percent (1.35%).

Section 6. (a) The form and substance of the Preliminary Official Statement is hereby approved. The Treasurer of the Authority or designee thereof is authorized to execute the final Official Statement to be derived therefrom.

12/12/2023 Item No.2.

Resolution No. 011-Folsom Ranch FA

(b) This Board hereby authorizes the Treasurer of the Authority or designee thereof to find and determine that said Preliminary Official Statement in preliminary form is, and as of its date shall be deemed “final” for purposes of Rule 15c2-12 of the Securities and Exchange Commission, and the Treasurer of the Authority or designee thereof is hereby authorized to execute a certificate to such effect in the customary form.
(c) The Treasurer of the Authority or designee is authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, by appropriate insertions, or otherwise as appropriate, provided that such corrections or additions shall be regarded by such officer as necessary to cause the information contained therein to conform to facts material to the Bonds or the Local Obligations or to the proceedings of this Board or the City Council or that such corrections or additions are in form rather than in substance. (d) The underwriter of the Bonds is authorized to distribute said Preliminary Official Statement and the final Official Statement to be derived therefrom in connection with the sale and delivery of the Bonds.

Section 7. The officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, including any agency agreement, which they may deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution, including any subsequent amendments, waivers or consents entered into or given in accordance with any of the documents approved hereby, and to obtain a policy of bond insurance, a rating and/or a reserve fund surety policy for any series of the Bonds. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved.

Section 8. This Board hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the California Government Code using DocuSign.

Section 9. This resolution shall take effect immediately upon its passage.

12/12/2023 Item No.2.

Resolution No. 011-Folsom Ranch FA

PASSED AND ADOPTED this 12th day of December, 2023, by the following roll call vote:

AYES: Boardmember(s):

NOES: Boardmember(s):

ABSENT: Boardmember(s):

ABSTAIN: Boardmember(s):

___________________________________
Rosario Rodriguez, CHAIR

ATTEST:

____________________________________
Christa Freemantle, SECRETARY

12/12/2023 Item No.2.

ATTACHME,NT 3

12/12/2023 Item No.2.

OH&S DRAFT
1112712023

TRUST AGREEMENT
by and among the

FOLSOM RANCH FINANCING AUTHORITY
and the

CITY OF FOLSOM
COMML'NITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH)
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Relating to the
$[Par Amount]

FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMT]NITY FACILITIES DISTRICT
NO. 23 (FOLSOM RANCH) IMPROVEMENT AREA NO. 2

SPECIAL TAX REVENUE BONDS,
SERIES 2024
Dated as of January 1,2024
4 r65-35?4-9451.4 Page 45
12/12/2023 Item No.2.

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS
Provisions for the Issuance of Authority Bonds
Parity and Subordinate Bonds......."'."'..

ARTICLE IV

REDEMPTION OF AUTHORITY BONDS
General Redemption Provisions.............

Optional Redemption .............'.

Extraordinary Redemption .'.'.". "
Mandatory Redemption.............

Redemption Instructions .......'.....

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

Payment of Redeemed Authority Bonds.

Purchase in Lieu of Redemption...,.........

ARTICLE V
REVENUES AND FUNDS FOR AI.]THORITY BONDS
Establishment of Funds
Deposit of Proceeds of Authority Bonds
Proceeds Fund........

Page
)
.10
Section 2.01.

Section 2.02.

Section 2.03.

Section 2.04.

Section 2.05.

Section 2.06.

Section 2.07.

Section 2.08.

Section 2.09.

Section 2.10.

Section 2.1 L
Section i.0l
Section 1.02
Section 3.01.

Section 3.02.

Section 4.01.

Section 4.02.

Section 4.03.

Section 4.04,
Section 4.05.

Section 4.06.

Section 4.07.

Section 4.08.

Section 5.01.

Section 5.02.

Section 5.03.

Definitions
Rules of Construction

ARTICLE II

TERMS OF AUTHORITY BONDS
The Authority Bonds...

Form of Authority Bonds
Autholity Bonds Mutilated, Destroyed, Stolen or Lost ."'..

Execution of Authority Bonds........'....

Transfer and Registration of Autholity Bonds
Regulations with Respect to Exchange or Transfer of Authority Bonds Authentication of Authority Bonds ......'
Cancellation of Authority Bonds.

Authority Bonds as Special Obligations
Special Covenants as to Book-Entry Only System for Authority Bonds CUSIP Numbers

ARTICLE III

ISSUANCE OF AUTHORITY BONDS
.......1 8
18 4 I (r5-35 7zl-945 I 4
- 1-

12/12/2023 Item No.2.

Section 5.04.

Section 5.05.

Section 5.06.

Section 5.07.

Section 5.08.

Section 5.09.

Section 5.10.

Section 6.01.

Section 6.02.

Section 7.01.

Section 7.02.

Section 7,03.

Section 7.04.

Section 7.05.

Section 7.06.

Section 7.07.

Section 7.08.

Section 8.01.

Section 8.02.

Section 8.03.

Sectiorr 8.04.

Section 8.05.

Section 8.06.

Section 8.07.

Section 8.08.

Section 8.09,
Section 9.01
Section 9.02

TABLE OF CONTENTS
(continued)
Local Obligations Fund........

Revenue Fund.........

Revennes Derived from Special Tax Prepayments.",
Interest Fund.........

Principal Fund ........

Redemption Fund
Rebate Fund.........

Page
....,......22
..,,,,'..,'22
,.,,','',..23
)7
-1/a
...........23
..',..,'..23
.......24
,.''',,24
..26
..?6
..?6
..77
..?7
..28
..28
..28
11 ARTICLE VII

COVENANTS OF THE AUTHORITY AND THE COMMUNITY FACILITIES DISTRICT

ARTICLE VI

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

Investment of Money
Payment of Authority Bonds; No Encumbrances.'.'
Enforcement and Amendment of Local Obligations
Furlher Documents ...,............

Tax Covenants for the Authority Bonds
Maintenance of Existence
Continuing Disclosure
Redemption Fund for the Local Obligations.......

Concerning the Trust Estate

ARTICLE VIII
DEFAULTS AND REMEDiES
Events of Default.

Proceedings by Trustee; No Acceleration..,....'..

Effect of Discontinuance or Abandonment'.'.. ".

Rights of Owners.

Restriction on Owner's Action.."
Power of Trustee to Enforce.

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

Waivel of Events of Default; Effect of Waiver..

Application of Money upon Event of Default..'.

ARTICLE IX

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

Duties,lmmunities and Liability of Trustee
41(r5-357.i-945 I .l
-ll-

12/12/2023 Item No.2.

ARTICLE X

EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF

AUTHORITY BONDS
Section 10.01. Execution of Instruments; Proof of Ou'nership...'...'.

ARTICLE XI

SUPPLEMENTAL TRUST AGREEMENTS
Section 9.03
Section 9.04
Section 9.05
Section 9.06
Section 9.07
Section 9.08
Section 11.01.

Section 11.42.

Section 1 1.03.

Section n.Al.

Section 12.02.

Section 12.03.

TABLB OF CONTENTS
(continued)
Merger or Consolidation
Compensation and Indemnification ...

Liability of Trustee....

Right to Rely on Documents; Adverse Effect Determinations Preservation and Inspection of Documents ....'......'.

Indemnity for Trustee....
..38
Supplemental Trust Agreements with Consent of Owners .."'......."38 Supplemental Trust Agreements Without Consent of Owners ".."...39 Trustee Authorized to Enter into Supplemental Trust Agreements...,.,.............39

ARTICLE XII

DEFEASANCE
Defeasance
Authority Bonds Deemed to Have Been Paid
Money Held for Particular Authority Bonds.

Dissolution of Authority.............'...'. ..'.

Parties Interested Herein
Notice
Holidays
Lirnitation of Liability
Unclaimed Money
Governing Law..........

Severability of Invalid Provisions.".".

Counterparts and Electronic Execution
U.S.A. Patriot Act ...........

Force Majeure
.40
.40
.4r
.41Section 12.04. Effect of Defeasance of Authority Bonds..--..'.

ARTiCLE XIII

MISCELLANEOUS
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section

13.01 .

13.42. 13.03.
t3.04.

13.05. 13.06.

13.01 .

13.08. i 3.09.
1 3.1 0.

13.1 1 .
)
EXHIBIT A FORM OF AUTHOR]TY BONDS."..
_iii_
4l(r5-3574-9451 4
........ A-1

12/12/2023 Item No.2.

TRUST AGREEMENT
This Trust Agreement (the "Trust Agreement"), dated as of January 1,2024, by and among the Folsom Rapch Financing Autholity, a joint exercise of powers agency duly organized and existing under the laws of the State of California (the "Authority"), the City of Folsom Communiry Facilities District No. 23 (Folsom Ranch), organized and existing under and by virtue of the laws of the State of California (the "Community Facilities District") and U.S. Baxk Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the "Ttustee"); WITNESSETH:

WHEREAS, the Authority is empowered under the provisions of the Marks-Roos Local Bond Pooling Act of 1985, being Article 4, Chapter 5, Division 7, Title I of the California Government Code (the "Law"), to issue its bonds for the purpose of purchasing various Local obligations (as defined herein) issued by certain local agencies; and WHEREAS, the Authority has determined to issue its Folsom Ranch Financing Authority City of Folsorn Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024 (the "Authority Bonds") to be secured by a pledge, lien and claim upon the Revenues (as that term is defined herein) in order to provide a pottio" of the funds necessary to purchase the Local Obligations (as that term is defined herein); and
WHEREAS, the Authority and the Community Facilities District have determined that all things necessary to make the Authority Bonds (as that term is defined herein), when issued by the Autliority and authenticated by the Trustee and delivered as provided herein, valid, binding and legal obligations of the Authority according to the import thereof and hereof have been done and perforrned; and
NOW, THEREFORE, THIS TRUST AGREEMENT WITNESSETH, thAt iN consideration of the premises, the acceptance by the Trustee of the trusts hereby created and other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to i..rr. the payrnent of the interest on and principal of and redemption premiums, if any, on all Authority bonds Ourstanding (as that term is defined herein) hereunder from time to time accordilg to their tenor and effect, and the making of such other payments required to be made by the Authority and the satisfaction of all the agleements, conditions, covenants and terms expressed and irnpliecl herein ald in the Authority Bonds, the Authority does hereby assign, bargain, convey, grant, mortgage and pleclge a security interest unlo the Trustee and unto its successors and assigns hereunder forever i1 all right, title and interest of the Authority in, to and under, subject to the provisions hereof permitting the application theleof for the pulposes and on the terms and conditions set forth therein, each and all of the following (collectively, the "Trust Estate"):
(a) the proceeds of sale of the Authority Bonds;
(b) the Revenues (as that term is defined herein);
4I6:-357.1-945 r.4 Page 49
12/12/2023 Item No.2.
(c) the amounts in the Funds (as that tetrn is defined herein) established and lield hereunder, except amounts in the Rebate Fund; arrd (d) the Local Obligations;
TO HAVE AND TO HOLD IN TRUST all of the same hereby assigned, bargained, conveyed, granted, rnortgaged and pledged or agreed or intended so to be to the Trustee and to its ,.,...r.o6 and assignr loi"u.r for the equal and ratable benefit of the Owrer issued by the Authority hereundeiand authenticated by the Trustee and delivered hereunder and Outstanding her.eulder, without any priority as to the Trust Estate of any one Authority Bond over any other (except as expressly provided in or permitted hereby), upon the trusts and subject to the agreeinents, conditions, covenants and terms hereinafter set forth; AND THIS TRUST AGREEMENT FURTHER WITNESSETH, and it is expressly declared, that all Authority Bonds issued and secured hereunder are to be issued, authenticated and clelivered and all of the rights and property hereby assigned, balgained, conveyed, granted, morlgaged and pledged are to be dealt with and disposed of under, upon and subject to the agreelr-ents, "onditi*s,
covenants, terms, trusts and uses as hereinafter expressed, and the authority and the Community Facilities District have agreed and covenanted, and do hereby agree and covenant, with the Trustee and with the Owner, as follows:

ARTICLE I

DEFINITIONS
SECTION 1.01. Definitions. The terms set forth below shall have the following meanir-tgs set forth herein, unless the context clearly otherwise requires:
,.Act" shall rnean the Mello-Roos Community Facilities Act of 1982, as amended (being Sections 53311 et seq. of the Government Code of the State of California), and all laws amendatory thereof or supplemental thereto'
"Authority" shall mean the Folsom Ranch Financing Authority, a joint exercise of powers agency duly organized and existing under the laws of the State of California, and its successors aud assigns.
"Authority Bond" or "Authority Bonds" shall mean the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No.2 Special Tax Revenue Bonds, Series 2A24. "Serial Autholity Bonds" shall mean the Authority golds for which no Minimum Sinking Fund Payments are provided. "Term Autholity Bonds,, shall mean the Authority Bonds which are payable on or before their specified maturity date from Minimum Sinking Fund Payrnents estabiished for that purpose and calculated to retir"e such Authority Bonds on or before their specified rnaturity date. "Authorized Denominations" shall rnean five thousand dollars ($5,000) and any integral multiple thereof, but not exceeding the principal amount of the Authority Bonds tnatudng on any one date.
2 4t65-ti7.1-9451 4 Page 50
12/12/2023 Item No.2.
"Authorized Officer" shall mean, when used with reference to the Autliority, the Chair, the Treasurer or any other person authorized by the Authority in a Written Order or resolution to perfolm an act or sign a document on beiralf of the Authority for the pulposes hereof, and when used with reference to the Community Facilities District and the City, acting for and on behalf of the Community Facilities District, the Mayor, the Finance Dilector or any other person authorized by the City or the Community Facilities District, as applicable, in a Written Order or resolution to perform an act or sign a document on behalf of the City or the Community Facilities District for the purposes hereof.
"Bond Counsel" shall mean an attorney-at-law, or a firm of such attorneys, of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on obligations issued by states and their political subdivisions. "Bond Register" shall meanthe registration books specified as such in Section 2'05' "Business Day" shall mean any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banks in New York, New York, or the city in which the Corporate Trust Offrce of the Trustee is located, are closed.
"Cash Flow Certificate" shall mean a written certificate executed by a Cash Flow Consultant.
"Cash Flow Consultant" shall mean a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field relating to municipal securities such as the Authority Bonds, appointed and paid by the Community Facilities District or the Authority and who, or each of whom:
(l) is in fact independent and not under the domination of the Community Facilities District, the Authority or the City;
(2) does not have any substantial interest, direct or indirect, with the Community Facilities District, the Authority or the City; and (3) is not connected with the Community Facilities District, the Authority or the City as a member, offrcer or employee of the Community Facilities District, the Authority or the City, but who may be regularly retained to make annual or other reports to the Comnrunity Facilities District, the Authority or the City.

The Cash Flow Consultant shall not, as a result of its role as Cash Flow Consultant, be deemed to have a "financial advisory lelationship" with the Authority within the meaning of Califomia Government Code Section 53590(c).
"Chair" shall mean the Chair of the Authority.
"City" shall mean tlie City of Folsorn, a charter city and rnunicipal corporation duly orgalized and existing under its charter and the Constitution and laws of the State of California, and its successoLs.
4165-b74-945t.4 Page 51
12/12/2023 Item No.2.
"City ManageL" shall mean the City Manager of the City' "'Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
"Cornmunity Facilities District" shall mean the City of Folsom Community Faciiities District No. 23 (Folsom Ranch), established by the City pursuant to the Act. "Corporate Trust Office" shall mean the designated cotporate trust office of the Trustee at the location set forth in Section 13.03.
"Dated Date" shall rnean the applicable date of the original execution and delivery of the Authority Bonds.
"DTC" shall mean The Depository Trust Company, in New York, New York; or, in accordance with then curent guidelines of the Securities and Exchange Commission, such other securities depository as the Authority may designate in an Officer's Certificate delivered to the Trustee.
"Event of Default" shall ulean an event of default specified as such in Section 8.01' "Finance Director" shall mean the Finance Director of the City. "Fund" or "Funds" shall mean any or all, as the case may be, of the Revenue Fund, the Interest Fund, the Principal Fund, the Redemption Fund, the Proceeds Fund, the Local Obligations Fund and the Rebate Fund, including all accounts therein. "Government Obligations" shall mean any investment Securities described in clause (i) or clause (ii) of the definition thereof but excluding any securities that are caliable or prepayable prior to the redernption or maturity date of the Authority Bonds to be paid therefrom, and excluding any securities that do not have a fixed par value or the tems of which do not promise a fixed dollar amount at maturity or earlier call date' "Improvement Area" means Improvemenl Area No. 2 of the Community Facilities District.
"Indenture Tlustee" means U.S. Bank Trust ComPanY, National Association, as trustee under the Locai Obligations Indenture.
"lnterest Fund" shall mean the fund by that name established pursuant to Section 5.01.
"Interest Payrnent Date" shall mean March 1 and September 1 in each year, commencing on SePtember 1, 2024'
"Investmelrt Securities" shall mean and include any of the following securities, to the extent perrnitted by the laws of the State and the City's Investment Policy, fol and on behalf of the Community Facilities District as it may be amended from time to time:
4 41(r5-3574-94514 Page 52
12/12/2023 Item No.2.
(i) Cash (insured at all times by the Federal Deposit Insurance Corporation or fully collatelalized by Ltvestment Securities described in clause (ii) hereof); (ii) Obligations of, or obligations guaranteed as to principal and interest by, the United States of America or any agency or instrumentality thereof, when such obligations are backed by tlie full faith and credit of the United States of Arnerica including:
(A) All direct or fully guaranteed U.S. Treasuly obligations; (B) Farmers Home Administration;
(C) GeneralservicesAdministration;
(D) Guaranteed Title XI financing;
(E) Government National Mortgage Association (GNMA); and (F) U.S. Treasury - State and Local Govetnment Series;
(iii) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including:
(A) Export-Import Bank;
(B) RuralEconomioCommunityDevelopmentAdministration;
(C) U.S. Maritime Administration;
(D) SmallBusinessAdministration;
(E) U.S. Department of l{ousing & Urban Development (PHAs); (F) Federal Housing Adrninistration; and
(C) Federal Financing Bank;
(iv) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America:
(A) Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Coryoration (FHLMC); (B) Obligations of the Resolution Funding Corporation (REFCORP); (C) Senior debt obligations of the Fedelal Home Loan Bank System; and
(D) Senior debt obligations of other Govelnnrent Sponsored Agencies, 5 4r65-3a7-1-9151 4 Page 53
12/12/2023 Item No.2.
(v) U.S. Dollar-clenominated deposit accounts, federal funds and bankers' acceptances with domestic comnercial banks which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody's and "A-1" or "A-1+" by S&P and maturing not mor.e than 360 calendar days after the date of put'cirase (provided that ratings on holding companies shall not be considered the rating of the bank) or fully collateralized by Investment Securities described in clause (ii) heleof for amounts in excess of deposit insurance; (vi) Commercial paper which is rated at the time of purchase in the single highest classification, "P-1" by Moody's and "A-1+" by S&P and which matures not more than 270 calendar days after the date ofpurchase;
(vii) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P, including funds fol which the Trustee or an affiliate provides investment management or other services but excluding funds with a floating net asset value; (viii) "Pre-refunded Municipal Obligations," defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local goveinmental unit of any such state which are not callable at the option of the obligor prior to maiurity or as to which irevocable instructious have been given by the obligor to call on the date specified in the notice and (A) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody's or S&P or any successors thereto; or (B) (1) which ale fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in clause (ii) of this definition, which escrow may be applied only to the payment of such plincipal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such itrevocable instructions, as appropriate, and iZ; wtrictr escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redernption premium, if any, on the bonds or other obligations described in this paragraph on the matulity date or dates specified in the irrevocable instructions leferred to above, as appropriate;
(ix) Any bonds or other obligations of any agency, instrumentality or local governmental unit of any state of the United States of Arnerica which are rated "Aaa/AAA" or general obligations of any such state with latings of "A2" or higher by Moody's and "A" or higher by S&P.
(x) The Locai Agency Investment Fund (established under Sections 53600- 53609 of the California Government Code, as amended or si"tpplemented from time to time). "Law" shall meal the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of Chapter 5 of Division 7 of Title 1 of the Califcrrnia Government Code, and all laws amendatory thereof or supplernental thereto.
"Letter of Representation" slrall n-rear-r the letter of the Authority delivered to and accepted by 1he Depository on or priol to the issuance of rhe Autholity Bonds setting forth the basii on which the Depository serves as depository fbl such Authority Bonds as originally executed or as it may be supplernented or revised or replaced by a letter to a substitute depository. 6 4i6i-l'r74-9151.1 Page 54
12/12/2023 Item No.2.
"Local Obligations Fund" shall mean the fund by that name established pursuant to Section 5.01.
"Local Obligations Indenture" shall mean the indenture authorizing and securing the Local Obiigations and pursuant to which the Local Obligations were issued. "Local Obligation Purchase Contract" shall mean the purchase contract entered into between the Authority and the Community Facilities District providing for the purchase of the Local Obligations by the Authority with the proceeds of the Authority Bonds' "Local Obligations" shall mean the Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds, Series 2A24 to be issued by the Community Facilities Dirtrirt pursuant to the Act and to be purchased by the Authority pursuant to the Law. "Mayor" shall rnean the Mayor of the City.
"Minimum Sinking Fund Payments" shall mean the payments required by Section 2.Ol to be deposited in the Sinking Fund Account. "Moody's" shall mean Moody's Investors Service Inc., a corporation duly organized and existing under and by virlue of the laws of the State of Delaware, and its successors or-assigns, except ttrai if such entity shall be dissolved or liquidated or shall no longer perform the functions of a municipal securities rating agency, then the term "Moody's" shall be deemed to refer to any other nitionally recognized municipal securities rating agency selected by the Authority (which shall be under no iiability by reason of such selection). "Officer's Certificate" shall mean a certificate signed by an Authorized Officer. "Opinion of Bold Counsel" shall mean a legal opinion signed by a Bond Counsel selected by the AuthoritY.
"Outstanding" shall mean, with respect to the Authority Bonds and as of any date, all Authority Bolds authorized, issued, authenticated and delivered hereunder, except:
(a) Authodty Bonds canceled or surrendered to the Trustee for cancellation pursuant to Section 2.08;
(b) Authority Bonds deemed to have been paid pursuant to Section 12.02; (c) Author.ity Bonds in lieu of or in substitution for which other Authority Bonds shail have been authenticated and delivered pursuant to Section 2.03; and (d) Authoilty Bonds paid pursuant to SectionZ'03'
"Ow.lel." sirall mean, as of any date, the Person or Persons in whose name o[ names a pafticular Bond shall be registered on the Bond Register as of such date' 7 .tl(r5-1i74-9451 .1 Page 55
12/12/2023 Item No.2.
o'Person" shall mean an individual, a corporation, a partuership, an association, a joilt stock cofitpany, a trust, any unincorporated organization or a govemment or political subdivision thereof.
"Principal Fund" shall mean the fund by that name established pursuaut to Section 5.01.
"Principal Installment," when used with respect to any Principal Payment Date, shall mean the principal amount of Outstanding Authority Bonds due on such date' "Principal Payment Date," when used with reference to an Authority Bond, shall mean the maturity date or the Minimum Sinking Fund Payment date for such Authority Bond. "Proceeds Fund" shall mean the fund by that name established pursuant to Section 5.01.
"Rebate Fund" shall mean the fund by that name established pursuant to Section 5.01.
"Rebate Instructions" shall mean the calculations and directions required to be delivered to the Trustee by the Authority pursuant to the Tax Certificate. "Rebate Requirement" shall mean the Rebate Requirement defined in the Tax Certificate.
"Record Date" shall mean the fifteenth (15th) day of the month preceding any Interest Payment Date, whether or not such day is a Business Day' "Redemption Fund" shall mean the fund by that name established pursuaut to Section 5.01.
"Responsible Off,rcer of the Trustee" means any officer within the global corporate trust department (or any successor group ol department of the Trustee) inciuding any vice president, assistant vice president, assistant secretary or any other officer or assistant officer ofthe Trustee customarily performing functions similar to those performed by the persons who at the time shail be such officers, respectively, with responsibility for the adrninistration of this Trust Agreement.
"Revenue Fund" shall mean the fund by that name established pursuant to Section 5.01.
"Revenues" shall mean all amounts leceived by the Trustee as the payment of interest on, or the equivalent tirereof, and the payment or return of principai of, or redernption pr-enriums, if any, on, or the equivalent thereof, all Local Obligations, whethel as a result of icheduled payments, or redemption premiums, Special Tax Prepayments or remedial ploceedings taken in the event of a defar,rlt thereon, and all investment earnings on any money held in the Funds held hereunder (except the Rebate Fund).
8 4r65-3574-945i 4 Page 56
12/12/2023 Item No.2.
"S&P" shall mean S&P Global Ratings, a business of Standard & Poor's Financial Services LLC, and its successors or assigns, except that if such entity shall be dissolved or' liquidated or shall no longer perforrn the functions of a municipal securities rating agency, then the terrn "S&P" shall be deemed to refer to any other nationally recognized rnunicipal securities rating agency selected by the Authority (which shall be under no liability by reason of such selection).
"Secretary" shall lnean the Secretary of the Authority. "sinking Fund Account" shall mean the account withiir the Principal Fund by that name established pursuant to Section 2'01.
"special Tax" shall mean the special tax authorized to be levied and collected agually on all Taxable Property in the Improvement Area under and pursuant to the Act at the special election held in the Community Facilities District, including boththe Facilities Special Tax and the Services Special Tax (each as defined in the Local Obligations Indentule). "special Tax Prepayments" shall mean all payments to the Cornmunity Facilities District by or on behalf of the owner of a palcel within the Improvement Area subject to a Special Tax to accomplish a pay-off of the Special Tax obligation perlaining to such parcel and the discharge of the Special Tax lien with respect to such parcel (except the porlion thereof, if any, which represents accrued interest on the Local Obligations). "special Tax Revenues" shall mean all money collected and received by the Community Facilities District on account of unpaid Special Tax obligations within the Improvement Area, including all amounts collected in the normal course by the Community f'acilities District, all Special Tax Prepayments and all amounts received by the Community Facilities District as a result of superior court foreclosure proceedings brought to enforce payment of delinquent Special Taxes within the Improvement Area, but excluding thelefrom any amounts explicitly inclgded therein on account of collection charges, administrative cost charges, or attorneys, fees and costs paid as a result offoreclosure actions. "special Record Date" shall mean the date established by the Trustee pursuant to Section 2.01 as a record date for the payment of defaulted interest on the Authority Bonds. "State" shall mean the State of Califolnia'
"supplemental Trust Agleement" shall mean any trust agreement suppletnental to or amendatory of this Trust Agreement which is duly executed and delivered in accordance with the provisions of Article XI.
o'Ter.m Authority Bonds" shall rnean the Authority Bonds which are payable on or before their specified maturity date flom Minimum Sinking Furrd Payments established for that purpose and calculated to retire such Authority Bonds on or before their specif,red maturity date' "Tax Certificate" shall mean each certificate for the Authority Bonds relating to various federal tax requirements, including the requirelnents of Section 148 of the Code, signed 9 4l (r5-3574-9451 .4 Page 57
12/12/2023 Item No.2.
by the Authority and the Community Facilities Distlict on the Dated Date, as the same rnay be amended or supplemented in accordance with its tetms'
"TLeasltrer" shall mean the Treasurer of the Authority' ,.Taxable Property" shall mean all ploperty within the Improvement Area taxable under the Act in accordance with the proceedings for the authorizationofthe issuance of the Local Obligations and the levy and collection of the Special Tax' ,.Trust Agreement" shall mean this Trust Agreement dated as of January I,2024, by and among the Authority, the Community Facilities District and the Trustee pursuant to which the Authority-Bonds are to be issued, as amended or supplemented from time to time in accordance with its terms.
,,Trust Estate" shall have the meaning ascribed thereto in the granting clause hereof. ,'Trllstee" shall mean U.S. Bank Trust Company, National Associatioti, a national banking association duly organized and existing under the laws of the United States of America, in its capacity as Trustee hereunder, and any successor as Trustee hereunder. "Written Order" shall mean, when used with reference to the Authority, a written order or written direction of the Authority to the Trustee signed by an Authorized Officer, and when used with reference to the Community Facilities District, an instrument in writing signed by the City Manager or the Finance Director, or by any other officer of the City duly authorized by the City Council, as legislative body of the Community Facilities District, for that purpose' SECTION 1.02.
all words imparting the
Except where the context otherwise requires,
singular number shall include the plural number and vice versa, and all pronouns inferring the masculine gender shall include the feminine gender and vice versa. The headings or titles of the several articles and secti ons hereof and the table of contents appended hereto shall be solely fol convenience ofreference and shall not affect the meaning, constructtou or effect hereof. Ail references herein to "Articles," "sections" and other subdivisions or clauses are to the corresponding articles, sections, subdivisions ol clauses hereof; and the words "hereby," "herein," "hereof," "hereto," "herewith," "hereunder" and other words of similar import refer to this Trust Agreement as a whole and not to any particular articie, section, subdivision or clause thereof.

Rules of
4165-3574-9451 4
10

12/12/2023 Item No.2.

ARTICLE II

OF AUTH
SECTION 2.01. The Authority Bonds. The Authority Bonds shall be issued under and secured by this Trust Agreement and shall be in the form of fully registered bonds in denominations of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) in excess thereof designated the "Folsom Ranch Financing Autholity City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Speciai Tax Revenue Bonds, Series 2A24" and shall be in the aggregate principal amount of clollars ($[par Amount]). The Authority Bonds shall be dated the Dated Date and shall bear interest at the rates specified in the table below, such interest being payable semiannually on each Interest Payment Date, and shall mature on the Principal Payment Dates in the following years in the following principal amounts, namely:

Principal
Payment Date
(September 1)
Principal
Amount
Interest
Rate
$ %
l-erm Bonds
IREMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4'65-3574-9451 4
ll

12/12/2023 Item No.2.

Minirnum Silkilg Fund Payrrents are hereby established for the mandalory redemption and payment of the Telm Autholity Bonds, which payments shall become due during the years endingon the dates and in the amounts set forth in the following schedule (except that if any Term Authority Bolds have been redeerned pursuant to Section 4.A2 ot 4.03, the amounts of ,u"h Mirrittrum Sinking Fund Payments shall be reduced proportionately by the principal amount of all such Term Authority Bonds so redeemed), namely:

Term A tv Bond Maturins Seotember 1.201 I
Year Ending
September 1
Minimum Sinking
Fund Account Payment
$
Maturity,
Term Bond np Seotember 1 20t I
Year Ending
September I
Minimum Sinking
Fund Account Payment
Maturity.

All such Minimum Silking Fund Payments for the Term Authority Bonds shall be deposited in a separate account in the Principai Funcl, which account is hereby established and shall be known as the Sinking Fund Account and which account the Authority hereby agrees and covenants to cause to be maintainecl by the Trustee so long as any Term Authority Bonds are Outstanding. All money in the Sinking Fund Account on September 1 of each year during the period beginning on Sepiember 1, 201 l, and ending on September 1, 2}lJ,both years inclusive, r6utt U. used and withdrawn by the Autholity on each such September I for the mandatory redemption or payment of the Term Authority Ronds maturing on September 1, 20LI; and ail *onry in the Sinking Fund Account on September 1 of each year during the period beginning on September l, 20L_], and ending on September 1 , 201-], both years inclusive, shall be used and wiihdrawp by the Authority on each such Septernber I for the mandatory redemption or payment of the Term Authority Bonds maturir.rg on September 1, 201-], and the Authority hereby agrees ancl covenants with the Owners of the lespective Term Authority Bonds to call and redeem in accordance with Section 4.04 or pay tire Terrn Authorily Bonds from Minimum Sinking Fund payments deposited i1 the Sinking Fund Account pursuant to this paragraph wheneveL on September 1 of any year there is money in the Sinkirig Fund Account available for such pllrpose. 4l(r5-3.574-9451 4
12

12/12/2023 Item No.2.

The interest o1 and principal of and redemption pletniums, if any, on the Authority Bo'ds shall be payable in lawfui money of the United States of America. The Autholity Bonds shall be issuecl as fully registered bonds and shall be numbered f}om one (1) upwald. The Authority Bonds shall bear interest from the Datecl Date. Payment of the interest on any Authority Bond shall be made to the Person whose name appears on the Bond Register as the Owner thereof as of the close of business on the Record Date, such interest to be paid by check mailed by first class mail on each lnterest Payment Date to the Owner at the address which appears on the Bond Register as of the Record Date for that purpose; except that in the case of an Owner of one million dol'iars ($1,000,000) or more in aggregate principal amount of Authority Bonds, upon written request of such Owner to the Trustee received not later than such Record Date, such interest shall be paid on such Interest Payment Date in immediately available funds by wire transfer to an account in a bank or trllst company or savings bank that is a member of the Federal Reserve Systern and that is located in the coniinental United States of America. The principai of and redemption premiums, if any, on the Authority Bonds shall be payable by the Trustee at its Corporate Trust bffi." uporl presentation and surrender of such Authority Bonds. Interest shall be calculated on the basis of a 360-day yer consisting of twelve (12) 30-day calendar monlhs; rrroYidecl' that notwithstanding any other provision herein contained, any interest not punctually paid or duly provided for, aJ a ,esult of an Event of Default or otherwise, shall forthwith cease to be payable to ih" O*n.'. on the Record Date and shall be paid to the Owner in whose name the Authority Bond is registered at the close of business on a Special Record Date for the payment of such defaulted i'terest to be fixed by the Trustee, notice of which shall be given to the Owner not less than ten (10) Business Days prior to such Special Record Date'
SECTION 2.02. Fornr of Authority Bonds. The Authority Bonds and the forms of the certificate of auth"nticutionJh. ussignment and the DTC endorsement to appear thereon shall be substantially as set forth in Exhibit A hereto, with such variations, insertiorrs or omissions as are appropriate and not inconsistent herewith.

SECTION 2.03
any Authority Bond is
Autlrori Bonds Mutilated Destroved. Stolen or Lost. In the event rnutilated, lost, stolen or destroyed, the Authority may execute and, upon its request in writing, the 'l"rustee shall authenticate and deliver a substitute Authority Bond of the same principal amount and lnaturity as the mutilated, lost, stolen or destroyed Authority Bond in exchange and substitution for such rnutilated Authority Bond, or in lieu of and substitgtion for such lost, stolen or destroyed Authority Bond.

Application for exchange and substitution of mutilated, lost, stolen or destroyed Authority Bonds iliall be made to the Tlustee at its Corporate Trust Office. In every case the applicani lbr- a substitute Authority Bond shall furnish to the Trustee indemnification to its saiisfaction, and in every case of loss, theft or destruction of an Authority Bond, the applicant shall also furnish to the Authority and the Tlustee evidence to their satisfaction of such loss, theft or destructio' and of the ideniity of tlie applicant, and in every case of mutilation of an Autliority Bond, the applicant shall surrender the rnutilated Authority Bond to the Trustee.

Notwithstandilg the folegoing provisiotrs of this Section, in the event any such Authority Bond shall irave maiured, and no default has occuned which is then continuing in the paymer-riof 1he interest on or principal of oI redemption plemiums, if any, on the Authority Bonds, ih; Trlrstee slrall. upon writien direction from the Authority, pay the same (rvithout surrender 4l6r-i5?4-9451 4
13

12/12/2023 Item No.2.
tirereof except in the case of a mutilated Authority Bond) instead of issuing a substitute Autholity Bopd so long as indemnification is furnished as above provided.

Upon the issuance of any substitute Autholity Bond, the Trustee may charge the Owler of such Authority Bond for its reasonable fees and expenses in connection therewith' Every substitute Authority Bond issued pursuant to the plovisions of this Section by virtue of the fact that any Autirority Bond is lost, stolen or destroyed shall constitute an oliginal additional contraciual obligation of the Authority, whether or not the lost, stolen or destroyed Authority Bond shall be found at any time, or be enforceable by anyone, and shail be entitled to all the beriefits hereof equally and propor.tionally with any and all other Authority Bonds duly issued hereunder to the same extent as tne Authority Bonds in substitution for which such substitute Authority Bonds were issued.

SECTION 2.04. Execution qf Authority Bonds. All Authority Bonds shall, fi"om time to time, be executed otr U"t *f of the Authority by the manual or facsimile signature of the Treasurer ald attested by the manual or facsimile signature of the Secretaly' If any of the officers wlio shall have signed any Authority Bond shall ceaseto be such officer of the Authority before the Authority Bond so signed shall have been actually authenticated by the Trustee or delivered, such Authority Bond nevertheless rnay be authenticated, issued and delivered with the same force and effect as though the person or persons who signed such Authority Bond had not ceased to be such officer of the Authority, and any such Authority Bond may be signed on behalf of the Authority by those persons who, at the actual date of the execution of such Authority Bond, shall be the proper offlcers of the Authority, although on the date of such Authority Bond any such person shall not have been such officer of the Authority.

SEC'IION 2.05. Transfer and Resistration of Authoritv Bonds. The Authority Bonds slial] be transferred or exchanged and title thereto shall pass only in the manner provided herein, and the Trustee shall keeP books constituting the Bond Register for the registration and transfer of the Authority Bonds as Provided herein. All Authority Bonds presented for transfer or exchange shall be accompanied bY a written instrument ol instruments of transfer or authorization for exchang e, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Owner or by his or her attorney duly authorized in writing, and all such Authority Bonds shall be surrendered to the Trustee and canceled by the Trustee pursuant to Section 2.08. The Authority and the Trustee shall be entitled to oonclusively treat tlie Owner as the absolule owner of such Authority Bond for the purpose of receiving any payment of the interest on or principal ol or redernption premium, if any, on such Authority Bond and for all other pulposes heleof, whether such Autiroiity eond shall be overdue or not, and neither the Authority nor the Trustee shall be affecled by ariy notice to the contrary. Al1 such payments shall be valid and effectual to satisfy and dischar-g. il-t. liability upon such Authority Bond to the extent of the sum or sums so paid.

SEC'IION 2.06 Reuulations with Respect to Lixchanue or Transfer of Ar,rtholitv Ronds
In all cases in which the privilege of exchanging or registering the transfer of Authority Bolds is exelcised, the Authority shall execute and the Trustee shall authenticate and deliver Autl-rority Bonds in accordance with the provisions hereof. There shall be no charge to the .1 lfi5-i571-945 I '1
14

12/12/2023 Item No.2.

Owner for any such exchange or registration of transfer of Authority Bonds, but the Authority may require the payment of a srlm suffrcient to pay any tax or other governmental charge requiled to be paid with respect to any such exchange or registration of transfer'. Neither the Authority nor the Trustee shall be required to registel the transfer ol exchange of any Authority Bond during the period established Uy itre Trustee for selection of Autholity Bonds for redemption or to register ihe transfer or exchange of arry Authority Bond selected for redemption' Upon surender for exchange or transfer of any Authority Bond at the Corporate Trust Office of the Trustee, the Authority shall execute and the Trustee shall authenticate and deliver in the narne of the Owner (in the case of transfers) a new Authority Bond or Authority Bonds, of Authorized Denominations, in the aggregate principal amount which the registered Owner is entitled to receive.

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

SECTION 2.07 Authentication of Bonds. No Authority Bond shall be secured hereby or entitled to the benefits hereof ol shall be valid or obligatory for any purpose unless there shall be endorsed on such Authority Bond the Trustee's certificate of authentication, substantially in the form pr.escribed herein, executed by the manual signature of a duly authorized signatory oi th* Trustee; and such certificate on any Authority Bond issued by the Authority heieunder shall be conclusive evidence and the only competent evidence that such Authority Bond has been duly authenticated and delivered hereunder'
SECTION 2.08,
of any mutilated Authori
SECTION 2.09.
special, limited obligati
Cancellation of Au Bonds. Upon the surender to the Trustee ty Bond, or any Authority Bond surrendered for transfer ot exchange, or any Authority Bond redeemed or paid at maturity, the same shall forthwith be canceled and the Trustee shall destroy such Authority Borrds
with respect thereto to the Authority.
and the Trustee shall deliver a certificate of destruction al O The Authority Bonds are
ons of the Autholity, payable from the Trust Estate and secured as to the payment of the interest on and principal of and redemption premiums, if any, thereon in accordance with their tet'ms and the terms hereof, solely by the Trust Estate. The Authority Bonds do not constitute a charge against the general cred it of the Authority or any of its members, and under no circumstances shall the Authority be obligated to pay the interest on or principal of or redemptiotl premiums, if any, on the Authority Bonds except fi'om the Tr"ust Estate. Noue of the Community Facilities District, the City, the State, any public agency (other than the Authority) or any member of the Community Facilities District or the Authority is obligated to pay the interest on or principal of or redemption premiums, if any, on the Authority Bonds, and neither the faith and credit nor the taxir-rg po*i, of tire Community Facilities District, the City, the State or any public agency thereof o, un! *ember-of the Authority or the Community Facilities District is pledged to the payrnent of the interest on or pr-incipal of or redemption premiums, if any, oll the Autl,ority Bonds. The payment of the interest on or principal of or redemption premiums, if any, on the Authority Bonds 4l(r5-3574-9451 4
1<

12/12/2023 Item No.2.
does not constitgte a debt, liability or obligatiou of the Cornmunity Facilities District, the City, tlie State or any public agency (other than the Authority) or any member of the Authority.

No agreernent 01.covenant contained in any Authority Bond or herein shall be deemed to be an agreement or covenant of any officer, rnember, agent or employee ofthe Authority in his or her. ildividual capacity, and neither the members of the Authority nor any officer or employee thereof executing the Authority Bonds shall be liable personally on any Authority Bond or be subiect to any p"rronul liability or accountability by reason of the issuance of the Authority Bonds.

SECTION 2.10 ial Book- Authori
Bonds.
(a) Except as otherwise provided in subsections (b) and (c) of this Section, all of the Authoriiy Bonds iniiiatty issued shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New Yolk, New York ("DTC"), or such other nominee as DTC shall request pursuant to th; Leiter of Representation. Payment of the interest on any Authority Bond ,"girtrr"d in the name of Cede & Co. shall be made on each Interest Payment Date for such Authority Bonds to the account, in the matlner and at the address indicated in or pursuaut to the Letter of Representation.
(b) The Authority Bonds initially shall be issued in the form of a single authenticated fuily regiiter.ed Authority Bond for each stated maturity of such Authority Bonds, representing the uggr"git" principal amount of the Authority Bonds of such maturity. Upon initial issuance' the oi^t"rrt ip^of ali such Authority Bonds shall be registered in the registration records maintained by the Trustee pursuant to Section 2.05 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Letter of Representation. The Trustee and any paying agent may conclusivelytreaiDTC (or its nominee) as the sole and exclusive owner of the Autnority Bonds registered inlts narne for the purposes of payment of the principal or redemption price of and interesl on such Authority Bonds, selecting the Authority Bonds or portions thereof to be redeemed, giving any notice pennitted or required to be given to Owners hereunder, registering the transfer of Authority Bonds, obtaining any consent or other action to be taken by Owners of the Authority Bonds and for all other purposes whatsoever; and neither the Authority nor the Trustee or any paying agent shall be affected by any notice to the contrary, Neither the Trustee nor any paying age"t rtrutt have any responsibility or obligation to any Participant (which shall rnean, for purpoies-of this Section, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, sofile of whom directly or indirectly own D fC), any p"rro,rlluiming a beneficial ownership interest in the Authority Bonds under or tlrl'ough DTC or any participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the iccuracy of any records maintained by DTC or any Participant' (ii) the payment by DTC oi uny parlicipant of any amount in respect of tlie principal or redemption pl." of or interest on the Authority Bonds, (iii) any notice which is permitted or required to be giu"n to Owners of Agtholity Bonds heleunder', (iv) the selection by DTC or any Palticipant of fny p.rron to receive payment in the event of a partial redemption of the Autholity Bonds, or (v) uny .onr"nt given ot otfrlr action taken by DTC as Owner of Authority Bonds. The Tlustee shall pay al1 prilcipal of and prernium, if any, and interest on the Authority Bonds only at the times- to it. u..orrnts, at the addiesses and otherwise in accordance with the Letter of Representation' and ,l l 6:-15 74-9,15 1 .;i
16

12/12/2023 Item No.2.
all sgcir payments shall be valid and effective to satisfy fuliy and discharge the Trustee's obligations with respect to the principal of and prerniurn, if any, and interest on the Authority Bonds to the extent of the sum or sums so paid. Upon delivery by DTC {o the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existilg norninee, the Authority Bonds will be transferable to such new nominee in accordance with subsection (e) of this Section.
(c) In the event that the Authority determines that the beneficial owners of tlie Authority Bonds shall be able to obtain Authority Bond certificates, the Tt'ustee shali, upon the written instruction from the Authority, so notifl' DTC, whereupon DTC shall notify the participants of the availability through DTC of Authority Bond celtificates. In such event, the Authoiity Bonds will be transferable in accordance with subsection (e) of this Section. DTC may determine to discontinue providing its services with respect to the Authority Bonds at any time by giving written notice of such discontinuance to the Trustee and discharging its responsibilities with i"tp..t thereto under applicable law. In such event, the Authority Bonds will be transferable in accordance with subseclion (e) of this Section. Wrenever DTC requests the Trustee to do so, the Trustee will cooperate with DTC in taking appropriate action after reasonable notice to affange for another securities depository to maintain custody of all certificates evidencing the Authority Bonds then Outstanding.
-ln
such event, the Authority Bonds will be transferable to such securities depository in accordance with subsection (e) of this Section, and thereafter, all references in this Trust Agreement to DTC or its nominee shail be deemed to refer to such successor securities depository and its nontinee, as appropriate.
(d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as ail Authority Bonds Outstanding are registered in the name of any nominee of DTC, all paylents with respect to the principal of and premium, if any, and interest on each such Authority bo"d and all notices with respect to each such Authority Bond sliall be made and given, respectively, to DTC as provided in the Letter of Representation. (") In the event that any transfer or exchange of Authority Bonds is authorized under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the Authority Bonds to be transfened or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicabii pravisions of Sections 2.05 and 2.06. In the event Authority Bond certificates are issuedto Owners other than Cede & Co., its successor as nominee for DTC as Owner of all the Authority Bonds, another securities depository as Owner of all the Authority Bonds, or the nominee of such successor securities depository, the provisions of Sections 2.05 and 2.06 shall aiso apply to, among other things, the registration, exchange and transfer of the Authority Bonds and the method of payment of principal of, premium, if any, and iuterest on the Authority Bonds.

SECTION 2.1i CUSIP Numbers. The Authority in issuing the Authority Bonds may use "CUSIP" numbers (if then generally in use), and, if so, the'flustee sliall use "CUSIP" numbers irr lotices of redemption as a convenience to Owners; provided that the Trustee shall have no liability for any defect in tl-re "CUSIP" numbers as they appear on any Authority Bond, notice or elsewhere, and, provided further that any such notice may state that no represerrtation is nrade as to the correctness of such numbers either as printed on the Authority Bonds or as contained in any notice of redemption ancl that reliance may be placed only on the other identification numbers 17 4l6r-3i74-9451 4 Page 65
12/12/2023 Item No.2.
printed on the securities, and any such redemption shali not be affected by any defect in or omission of such numbers. T5e Author-ity shall prornptly notiff the Trustee in writing of any change in CUSIP numbers.

ARTICLE III

ISSUANCE OF AI J'IHORITY RONDS
SECTION 3.01.

Bonds shall be executed
with a Written Order au
Provisions for the Issuance of Authorifv Bonds. The Authority by the Authority and delivered to the Trustee for authentication, together thorizing and directing the Trustee to authenticate the Authority Bonds and containing instructious as to the delivery of the Authority Bonds. The Trustee shall authenticate and deliver the Authority Bonds upon
following having been made available to it:
receipt of such Written Order and upon the
(a) A copy of the resolution adopted by the Authority approving this Trust Agreement and the execution and delivery by the Authority hereof, duly cedfied by the Secretary to have been duly adopted by the Authority and to be in fuIl force and effect on the date of such certification;
(b) The proceeds of sale of the Authority Bonds;
(c) An Officer's Certificate stating that all conditions precedent to the authorization of the Authority Bonds have been satisfied and that the Authority is not in default in the performance of any of the agreements, conditions, covenants or terms contained herein; (d) An original executed countetpart hereof;
(e) The Local Obligations to be purchased with the proceeds of the Authority Bonds, registered in the name of the Trustee; and
(D An Opinion or Opinions of Borrd Counsel addressing the validity and, if applicable, the tax-exempt status of the Authority Bonds and the validity of the Local Obligations, subject to such exceptions as may be reasonable and appropriate.

SECTION 3.02 Paritv and Subordinate Bonds. So long as any of the AuthoritY Bonds remain Outstanding, the Authority shall not issue any bonds or obligations payable from Revenues
4165-l-i74-945 t 4
18

12/12/2023 Item No.2.

ARTICLE IV

RTIDEMPTI ONOFAUTHORITY DS
SECTION 4.01. Ceneral__&edemption Prnv.isions. Tlie Authority Bonds that are subject to rederlption prior to maturity pursuant to this Trust Agreement shall be ledeemabie, upon -uil"d notice u, prouid.d in this Article, at such times and upon such terms as are contained in this Article.

SECTION 4.02. Optional Redenlption. The Authority Bonds are subject to optional redemption by the Authority prior to their respective maturity dates as a whole or in palt on any date on or after September 1-,201 1, from any source of available funds other than Minimum Sinking Fund payments and Special tax Prepayments, upon mailed notice as provided herein, at the folLwing ,.d.*ption prices (computed upon the principal amount of the Authority Bonds or portio's thereof calteO foriedemption) together with accrued interest thereon to the date fixed for redemption:
rc3% if redeerned on any date on or after September 1, 201 I through August 31,201 l;
102% if redeened on any date from September 1, 201
.l
through
August 31,201 l;
101% if redeemed on any date from Septernber 1, 201 ) through August 31 , 20[ l; and
100% if redeemed on September 1, 201-l and any date thereafter.

SECTION 4.03. Extraordinary Redemption. The Authority Bonds are subject to extlaordinary redernption by the Authority prior to their respective maturity dates, as a whole or in part on any Interest Payment Date on or after September 1,20[ 1, solely from funds derived from extraordinary redemption of Local Obligations from Special Tax Prepayments, at the following redernption prices (computed upon the principal arnount of the Authority Bonds or por.tions ihereof called ior redemption) together with accrued interest thereon to the date fixed for redemption:
103% if ledeemed on any lnterest Payment Date on or after September' 1 , 201 I through March 1,201 l;
102% if r-edeemed on an Interest Payment Date on September 1, 20f ) and March 1,20[ ];
101% if redeemed on an Interest Payment Date on September 1, 20t I and March 1,20[ l; and
n1%if redeemed on September 1, 20[ I and any Interest Payment Date tltereafter.
.ll6r-3:74-9451 +
t9

12/12/2023 Item No.2.

SECTION 4.04. Manclatory_l1g{lgmplig.lt. The Term Autho|ity Bonds maturing on Septernber 1,201 j,are subject to *unt^toty redemption by the Authority prior to theil maturity daie in part on -eptemuer i of each year on and after September l, 20[ l, to and including Septernber l,2Al J; and the Term Autholity Bonds maturing on Septernber 1, 20[ l, are subject to inandatory rede-mption by the Autholity prior to their maturity date in part on Septernber I of each year on and after September 1, 20{-J, to and including September 1, 20t ] from (and in the amount of) the Milimum Sinking Fund Payments due and payable for the Telm Authority Bonds on each such daie, at a redemption price equal to the principal amount thereof plus accrued interest thereou to the date of redemption, without premium'
SECTION 4.05. Redenrption- lnstructioils. Upon any prepayment of a Local Obligarion, the Autho.ity rhutl d"ti* to ihe Trustee at least forty-five (45) days prior to the redeiption date a Written Order of the Authority designating the arnounts and rnaturities of the Authoiity Bonds to be redeemed, which shall be in the manner necessary to enable the Authority to deliver a Cash Flow Certificate satisffing the requirements described below. In the event only a portion of the Outstanding Authority Bonds of any maturity are to be redeemed at any one time, the Trustee shall select the particulai Authority Bonds of each maturity date to be redeemed in accordance with DTC pro""irr.., (which, at the time of the issuance of the Authority Bonds, would be a redemption by loil or, if the Authority Bonds are not then in book-entry, in a manner that it deems appropriate and fair. The Trustee shall redeem Authority Bonds in Authorized Denominajtions. The Trustee shall promptly notify the Authority in writing of the numbers of the Authority Bonds so selected for redemption on any date. Upon any redemption of a portion but not al1 of the Outstanding Authority Bonds, the Authority shail deliver to the Trustee a Cash Flow Certificate to the effect that, assuming all payments are made with respect to the Local Obligations, (i) the Revenues, together with moneys on deposit in other funds and account held under this Trust {greement, will be sufficient to pay all Principal Installments, Minimum Sinking Fund Payments und int"r"rt payments on the Authority Bonds when due; and (ii) the redemption premiums, if any, o' the LocaiObligations, together with other Revenues available to the Trustee for such puryose, are sufficient to offset any dlfference between the interest to accrue on the Authority Bonds to be paid or redeemed with the proceeds of prepayment of such Local Obligations (plus any redemption pr.emium payable upor, ,.i"*ption of such Authority Bonds) and the income to be eanred on any investment of such pro""eds (assured as of the date of payment thereof), in each case until the date of payment or redemption of Authority Bonds, such that in no event will the prepayment of Local Obligations cause the Trustee to have insufficient funds to pay debt service on the Autholity Bonds when due. In no event shall Authority Bonds be redeemed if upon snch redemption the principal amount of the Local Obligations remaining outstanding will be less than the total plincipal atnount of outstanding Authority-Bonds. Such Written Order of the Authority may specify that optional redemption oith. Authority Bonds will be conditioned upon receipt of funds ol other events.

SECTION 4.06. Notice of Redemption. Subject to receipt of the Written Order of the Author-ity delivered p.,.r,lillto S."tio;4.05, the Trustee shal1, at the sole cost and expense of the Ar.rthority, give notice of redemption as hereinafter" provided in this Section; provieled,_ that Author.ity BtrrJs, identified by custn numbers, serial numbers and maturity date, have been called for redernption and, in the case of Authority Bonds to be redeemed iri part only, the portion of the pri'cipal arnount thereof that has been called for redernption (or if all the Outstanding Authority Bonds are to be redeemed, so stating, in which event such serial numbets may be omitted), that they will be due and payable on the date fixed for redernption (specifying such date) 4t6i-1574-q451 4
20

12/12/2023 Item No.2.
upon surrender thereof to the Trustee at its Corporate Trust Office, subject to any conditions to such redemption specified in the Wlitten Order of the Authority, at the ledemption plice (specifying such plice), together with any accrued interest to such date, and that all interest on the Authority Bonds (or portions thereof) so to be redeerned will cease to accrue on atid after such date and that from and after such date such Autholity Bond (ol such portion thereofl) shall no longer be entitled to any lien, benefit or security hereunder, and the Owner thereof shall have no rights in respect of such redeemed Authority Bond or such portion except to receive payment from such *on.y of such ledemption price plus accrued interest to the date fixed for redemption. If sufficient monies for the payment of the redemption price of all Authority Bonds to be redeemed are not then on deposit with the Trustee, such notice shall also state that redemption is conditioned upon the timely deposit of sufficient funds therefor with the Trustee.

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

Any notice of optional redemption hereunder may be rescinded by written notice given by the Authority to the Trustee no later than ttu'ee (3) Business Days priol to the date specif,red for redemption, instructing the Trustee to send such notice of rescission. The Trustee shall give notice of rescission of the notice of optional redernption or non-satisfaction of any condiiions specified in the notice of optionai redemption as soon as practicable to tl-re same parties a1d in the same manner as the notice of redemption was given pursuant to this Section.

SECTION 4.07 Pavment of Recleemed Ar-rtholitv Bonds. If notice of redemption has been given and not rescinded and if tlie conditions to such redemption have been satisfied, each as provided in Section 4.06, the Authority Bonds specified therein, if any,
(or the portions thereof)
called for redemption shall become inevocably due and payable on the date fixed for redemption at the redemption price thereof, together with accrued interest to the date fixed for redemption, upon presentation and surrender of the Authority Bonds to be redeemed at the Corpolate Trust Offr". of the Trustee specified in the notice of redemption. If thele shall be called for redemption less than the full principal amount of an Authority Bond, the Authodty shall execute and deliver and the Trustee shall authenticate, upon sunender of such Authority Bond, and without charge to the Owner thereof, Authority Bonds of like interest rate and maturity in an aggregate principal amount equal to the unledeemed porlion of the principal amount of the Authority Bonds so surrendered in such Authot'ized Denominations as shall be specified by the Owner thereof.

If any Authority Bond or any portion thereof shall have been duly called for redemption and payment of the redemption price, together with unpaid interest accrued to the date fixed for redemption, shall have been made or provided for by the Authority, then interest on such Authority Bond or such portion thereof shall cease to accrue fi'oil such date, and lrom and after such date such Authority Bond or such portion thereof shall no longer be entitled to any lien, beneflt or security hereunder, and the Owner thereof shall have no rights in respect of such Author.ity Bond or such porlion except to receive payment of such redernption price and unpaid interest accrued to the clate fixed for redernption.
4l(r5-157.1-9451 4
21

12/12/2023 Item No.2.

SECTION 4.08. Pur.chase in Lieu of Reclcurption. In lieu of lederrption of any Authority Borrd pursuant to tlie priovisions of Section 4.02 or Section 4.03, and after" complying with Section 4.05, amounts on deposit in the Proceeds Fund, the Principal Fund oI in the Rede'rption Fund may be used and wirhdrawn by the Trustee at any time prior to a notice of redempiion having been delivered, upon a Wlitten Order for the purchase of such Authority Bonds at pubiic or private sale as and when and at such prices as the Authority may in its discretion determi'e, but not in excess of the lower of the highest or then current redemption price theleof plus accrued ilterest to the purchase date; and all Authority Bonds so purchased shall be delivered to the Trustee for cancellation'

ARTICLE V

REVENUES AND FUNDS FOR AUTHO RITY BONDS
SECTION 5.01. Establishrnent of Funds. There is hereby established with the Trustee, and the Trustee hereby agrees to maintain, the following Authority Bonds, which the Trustee shall keep separate and apart from held by it: the Revenue Fund, the Interest Fund, the Principal Fund, Proceeds Fund, the Local Obligations Fund and the Rebate Fund.

SECTION 5.02. Deposit of Proceecls of Authorjtv Bonds. Tlie net proceeds received from the sale of the Authority no"as (in the amount of $fPurchase Price], consisting of the pri'cipal amount thereof, lplus/lessl the [net] original issue fpremium/discount] of ^$[prer.,irro/Discount] and less an underwriter's discount of $lUW Discountl) shail be deposited by the Trustee in the Proceeds Fund.

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

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

SECTION 5.05 Revenue Fund. All Revenues received by tile Trustee, other than Revelues derived fi"om the early redemption of Local Obligations from Special Tax Prepayn'Ients (which shall be admilistered in accordance with Section 5.06), shall be deposited by the Trustee in the Revenue Fund. On each Interest Payment Date and Principal Payrnent Date, the Trustee shall transfer Revenues (to the extent that Revenues are available therein) from the Revenue Fund, in the amounts specifiedin Sections 5.07 and 5.08, for deposit into the respective Funds specified therein ir-r the order. of priority herein set forth, the requirements of each Fr.rnd to be ftrlly satisfied, leaving no deficiencies therein, prior to any deposit into any Fund later in priority. On each lutelest paymJnt Date and pr-incipal Payment Date, after making the deposits lequired by Sections 5.07 uni 5.0g, the Tr-ustee shall transfer all remaining money in the Revenue Fund to the Indenture Trustee for cleposit pursuant to the Local Obligations indenture. special trust funds fol the
al1other funds and moneYs
the Redemption Fund, the
4l(15-3574-9451 4
22

12/12/2023 Item No.2.

SECTION 5.06. Revenues Derived frorn SpecialTax P
Facilities District and the Authority acknowledge tirat amounts Facilities Distlict on account of Special Tax Prepayments are to be nts. The Community
received by the CornmunitY
utilized for the sole purpose of
the prior- redemption of Local Obligations pul'suant to Section 4.03, and not to pay current, scheduled clebt ser.vice payments on the Local Obligations. Correspondingly, in order to maintain a proper ratio between debt service payments on the Local Obligations and debt service payments on the Authority Bonds, all Revenues received by the Trustee which are derived frorn the early redernption of Local Obligations from Special Tax Prepayments when received by the Community Facilities District shall be deposited in the Redemption Fund arrd used to redeem the Authority Bonds pursuant to Section 4.03, in accordance with a Written Order of the Authority delivered pursuant to Section 4.05.

SECTION 5.07
Interest Payment Date
Interest Fund. The Trustee shall deposit in the Interest Fund on each frorn the Revenue Fund an amount of Revenues which, together with any amounts then on deposit in the interest Fund, is equal to the due on such date. On each Interest Payment Date, the Trustee on the Authority Bonds on such date from the Interest Fund' interest due on tlie Authority Bonds
shall pay the interest due and payable
SECTION 5.08. Principal Fund. After satisfying the requilements of the foregoing Section 5.07 respecting deposits in the Interest Fund, the Trustee shall deposit in the Principal Fund (i) on eactrprincipal Payment Date frorn the Reventie Fund an atnount of Revenues which, together with any amounts then on deposit in the Principal Fund (other than amounts previously deposited on account of any Authority Bonds which have matuled but which have not been presented for payment) is suificient to pay the Principal Installments on the Authority Bonds due fn such principal payment Date and (ii) on each September 1 on which a Minimum Sinking Fund payment is required io be made (for deposit in the Sinking Fund Account) fi'om the Revenue Fund an amount of Revenues which is equal to the Minimum Sinking Fund Payment due and payable on such date. On each Principal Pa-yment Date, the Tlustee shall pay the principal ol redemption price due a1d payable on the Authority Bonds on such date fi'om the Principal Fund.

SECTION 5.09,
Redemption Fund pursuant
purchasing ali or a portion o
Redemption Fund. All money held in or transferred to the to Section 5.06 shall be used for the purpose of redeeming or f the Outstanding Authority Bonds pursuant to Section 4.03, and the Trustee shall use other moneY s in the Redemption Fund for the payment of the redenption price of Authority Bonds call
to the redemption date.

SECTION 5.10.
needed a fund separate
ed for redemption pursuant to Section 4.02,tagethel'with accrued interest Rebate Fund. The'I'r'ustee agrees to establish and maintail when fronr auy othel fund established aud maintained hereundel designated the Rebate Fund. The Trustee shall deposit in the Rebate Frtnd, from funds rnade available by the Authority, the Rebate Requirelnent, all in accordance with the Rebate Instructions received from the Authority. The Trustee will apply money held in tlie Rebate Fund as provided in Section 7'04 and according to instructiotls plovidecl by the Authority. Subject to tlte provisions of Section 7.04, all money held in the Rebate Fund is hereby pledged to secure payments to the United States of America, and the Authority and the Coumuntty Facilities District and the Owners will have no dghts in or claim to such money. The Ttustee will invest ail money held in the Rebate Fund in Investment Secr,rrities as directed in u'riting by the Authority. such written direction to specifr 4 I 65-35 74-945 I .,1
/J

12/12/2023 Item No.2.
which Investment Securities are to be invested il, and all investrnent earnings with respect thet'eto shall be deposited in the Rebate Fund.

Upon receipt of tlie Rebate Instructions required by the Tax Certificale to be delivered to the Trustee, the Trustee will rernit part or all of the balance held in the Rebate Fund to the United States of America as so directed. In addition, if the Rebate Instructions so direct, the Trustee will deposit money into or transfer money out of the Rebate Fund from or into such Funds as the Rebate Instructions shali direct. The Trustee shall be deemed conclusively to have complied with such provisions if it follows the wlitten dilections of the Authority including supplying all necessary information in the manner provided in the Tax Certificate to the extent such information is reasonably available to the Trustee, and shall have no liability or responsibility to monitor or enfolce compliance by the Authority with the tems of the Tax Certificate' The Trustee shall have no obligation to rebate any amounts required to be lebated pursuant to this Section, other than from money held in the Rebate Fund or from other money provided to it by the Aithority. The Trustee shall not be responsible for computing the Rebate 'Requirement,
and computations of the Rebate Requirement shall be furnished to the Trustee or on behalf of the Authority in accordance with the Tax Certificate.

Notwithstalding any other provision hereof, including in particular Article XII pertaining to defeasance, the obtigaiiotr to remit the rebate amounts to the United States of America a,rd to comply with all other reqJirements of this Section and the Tax Certificate shall survive the defeasance or payment in full of the Authority Bonds.

ARTICLE VI

SECURITY FOR AND INVESTMENT OF MONEY
SECTION 6.01. Securi{,. All money required to be deposited with or paid to the Trustee in any of the Funds (other than the Rebate Fund) referred to in any provision hereof shall be held by the Trustee in tiust, and except for money held for the payment or redemption of Authority Bonds or the payment of interest on Authority Bonds pursuant to Section 12.03, shall, while treia Uy the Trustee, constitute part of the Trust Estate and shall be subject to the lien and pledge created irerebY.

SECTION 6.02 investment of Monev. So Iong as the Authority Bonds are Outstanding and there is no defauit het'eunder , all money on deposit to the credit of the Reveuue Fund, the Interest Fund, the Principal Fund and the Redemption Fund and all accounts within such Funds shall, at the written tequest of an Ar"rthorized Officer of the Autholity speciffing and dilecting that such investment of such money be made, be invested by the Trustee in Investment Securities having matttrities not later than the date necessary to provide the availability of money when needed for purposes hereof- and all money held in the Rebate Fund shall, at the written request of an Authorized Officel specifying and dilecting that such investment of such money be made, be invested by the Trustee in Goverrunent Obligation s liaving maturities not later than the date necessary to provide the availability of nroney when needed 4165-i)71-9451 4
'\ tlL+
for putposes hereof, and the

12/12/2023 Item No.2.

Trustee shall be entitled to conclusively rely on such instluctions for purposes of this Sectiorr. The Trustee shall notify the Authority in writing plior to the date noney held hereundel will be available for investment, requesiing that the Authority deliver to the Tlustee writtetr itlstruclions specifyi'g the Investment Securities to be acquired by the Trustee with such money. The Authority, in issuipg such written instructions, shall comply with the provisions of the Tax Cer.tificate. In the u6r.n". of written instructions from the Authority regarding investment, such money shall be held uninvested. The Trustee (or any affiliate thereof may act as principal or agent in the acquisition or disposition of any investments'
Money or-r deposit in the Proceeds Fund, if any, shall be invested in Investment Securities pursuant to a Wriiten Order specifuing which Investment Securities to be invested in, and such -on"y may not be reinvested in any other Investment Securities unless the Trustee receives, at the iirne of such reinvestment, a further written cerlification to the effect that, after such reinvestment, the Revenues will be sufficient to pay principal and interest on the Authority Bonds when due.

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

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

Investments in the Revenue Fund, the Interest Fund, the Principal Furrd and the Redernption Fund niay be commingled for purposes of making, holding and disposing of investinenls, notwithstanding provisions herein for transfer to or holding in partictilar Funds amounts received or held bylhe Trusteei provicled, that the Trustee shall at all times account lor suclr irvestments strictly iri accordan." *itll th" Funds to which they are credited aud otherwise as provided hereiit.

All earrrings on the investment of the money on deposit in any Fund shall temain a part ofsuch Fund.
4 t 65-1571-945 l.l
25

12/12/2023 Item No.2.

ARTICLE VII
COVEN OF THE AUTHORITY AND "I'I.[E COMMUNITY FACILITIES DlSTRICT SECTION 7.01. Pa)rment of Authority Bonds: No Encumbrances. The Authority shall cause the Trustee to prornptty puy, fiom Revenues and othel funds derived from the Trust Estate pledged hereunder,-the interest on and principal of and redemption premium, if any, on every Authority Bond issued under and secured hereby at the place, on the dates and in the maruler ,p..ifi"d herein and in such Authority Bonds according to the true intent and meaning thereof.

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

SECTION 7.02. Enforcement and Amenctirent of Local Obligations. The Authority, the Community Faciliti"s pistri"t und th" Tt',rstee (subject to Article IX hereof) shall enforce all of their.rights with respect to the Local Obligations to the fullest extent necessary to preserve the rights and protect the security of the Owners hereunder' The Authority, the Community Facilities District and the Trustee may, without the consent of or notice to the Owners of the Authority Bonds, consent to any amendment, change or modification of any Local Obligation that may be required (a) to conform to the provisions hereof (includi'g uny *oiifications oichanges contained in any Supplernental Trust Agreement), (b) for tt * p.rrpJre of curing any ambiguity or inconsistency ol formal defect or omission, (c) to add aaOltionat rights u"q:.tit"i in a""ordatrce with the provisions of such Local Obligation, (d) in connection with any fther change therein that is not to the material prejudice of the owners of the Authority Bonds, or (e) in the Opinion of Bond Counsel, to preserve or assure the exemption of interest on the Local btHgations or Authority Boncls from federal income taxes or the exemption of such interest from State personal income taxes'
Except for the amendments, changes or modifications provided for in the preceding paragraph,neither the Authority, the Commurrity Facilities Distlict nor the Trustee shall consent io uny amendment, change or modification of any Locai obligation without the written approval or consent of the Owners of not }ess than a majority in aggregate principal amount of Authority Bo'ds at the time Outstanding given and plocured as provided in this Section' If at any time the Authority and the Community Facilities Di.tri"t, as the case lnay be, shall request the consent of the Trustee to any such proposed amendment, change or rnodification of a Local Obligation, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice, prepared by the Authorityl of such proposed amendment, change or modification to be mailed in the same manner u, prouid"d by Sectibn 13.03. Such notice shall briefly set forth the nature of such proposed ameniment, change or modification and shail state that copies of the instt'ttment emboiying the same are on file with the Trustee for inspection by all Owners.

SECTION 7.03. Furthel Documents. The Authority covenants that it wili fi'om time to tinre execute and delivet *"n futtiier instruments and take such further action as may be reasonable and as may be required to cary out the purpose hereof; provided" that no such instruments or actions shall pledge the faith and credit or the taxilig power of the State or any political subdivision of the State.
4165-35?4-9451,1
26

12/12/2023 Item No.2.
(a) The Authority and the Community Facilities District will not take any action, or fail to take any action, if any such action or failure to take action would advet'sely alfect the exclusio' fi.om gross income of interest on the Authority Bonds under Section 103 of the Code.

The Authority and dre Community Facilities District will not directly or indirectly use or permit the use of any proceeds of the Autirority Boncls or any other funds of the Authority or take or omit to take uny
"ttion
that wogld cause the Authority Bonds to be "private activity bonds" within the meaning of Sectior, 141(a) of the Code ol obligations which are "federally guaranteed" within the meanin! of Section 149(b) of the Code. The Authority will not allow ten percent (10%) or more of the pioceeds of the Authority Bonds to be used in the trade or business of any nongovernmental units and will not lend five peicent (5%) or more of the proceeds of the Authority Bonds to any nongoverrunental units.
(b) The Authority and the Community Facilities District will not directly or indirectly use or peimit the use of any proceeds of the Authority Bonds or any other funds of the Authority or take or. omit to take any action that would cause the Authority Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. To that end, the Authority and the Community Facilities Distr-ict will comply with all requirements of Section 148 of the Code to the extent applicable to the Authority Bonds. In the event that at any time the Authority is of the opinion that foi purpor"s of this Section it is necessary to restrict or to lirnit the yield on the investment of any money^held by the Trustee hereunder, the Authority will so instruct the Trustee in writing, and the Trustee will take such actions as directed by such instructions. (c) The Authority will pay or cause to be paid the Rebate Requirement as provided in the Tax Certilicate. This covenant shall survive payment in full or defeasance of the Authority Bonds. The Authority will cause the Rebate Requirement to be deposited in the Rebate Fund as provided in the Tax Certificate (which is incorporated herein by reference)' (d) The Trustee will conclusively be deerned to have complied with the provisions of this Section and the provisions of the Tax Certificate and shall incur no liability if it follows the directions of the Authority set forth in the Tax Certificate and the Rebate Instructions and shall not be required to take urry u"tior,, hereunder ili the absence of Rebate Instructions from the Authority' (e) Notwithstanding any provision of this Section, if the Authority shall provide to the Trustee'a, Opinion of Bond Counsel that any specified action required under this Section is no longer required or that some further ol different action is required to maintain the exclusion from grof* inco*e for federai income tax purposes of intelest with respect to the Authority Bonds, the Trustee and the Authority and the Cornmunity Facilities District may conclusively rely on such opinion in complying wiih the requirernenrs of this Section, and the covenants hereunder shall be deemed to be modified to that extent.
(0 The provisions of this Section shall survive the defeasance of the Authority Bonds' SECTION 7.05. lvlairrtenance o{' lixistence. ]'he Authority shall maintain the existence, power.s and authority "f th" Arthority as a joint exercise of powers authority underthe laws of the State.

SECTION 7.04. Tax Covenants lbr' Authoritv Bonds
4 r 65-3i?4-945 1.4
27

12/12/2023 Item No.2.

SECTION 7.06 Continuins Disclosure. The Contmunt ty Facilities District has undertaken all lesponsibility fal compliarrce with continuing disclosure requiretnents, arld the Authority shall have no liability to the Owners of the Autholity Bonds or any other pelson witlt respect to s.E,c. Rule 15c2-12. Notwithstandiilg any other provision hereof, failure of the Community Facilities District to cornply with any continuing disclosure obligation shall not be considered an Event of Default; provided, that any Owners of the Autholity Bonds or beneficial ownel may take such actions as may
specific performance by court order,
continuing disclosure obligations.
be necessary and appropriate, including seeking nrandate or to cause the Comrnunity Facilities District to comply with its SECTION 7.07. Redenr Fund for the Local Obliqations
(a) The Comrnunity Facilities District expressly acknowledges that, pttrsuant to the Local dbligations Indenture, the Community Facilities District is to establish and maintain a separate reJemptiop fgnd for the Local Obligations (the "Local Obligations Redeniption Fttnd") und, ,o long as the Local Obligations remain outstanding, to deposit into such Local Obligations Redemption Fuld, upon receipt, any and all Special Tax Revenues received by the Comrnunity Facilitils District in connection with the Local Obligations. The Community Facilities District further acknowledges that no lemporary loan or other use whatsoevel'may be made of Special Tax Revenues, and that the Local Obligations Redemption Fund constitutes a trust fund for the benefit of the owners of the Local Obligations'
(b) The Community Facilities District hereby covenants for the benefit of the Authority, as owner of the Local Obligations, the Trustee, as assignee ofthe Authority with lespect to the Revenues, and the Owners from time to time of the Authority Bonds, that it will establish, maintain and administer the Local Obligations Redemption Fund and the Special'fax Revenues in accordance with their status as trust funds as prescribed by the Act, the Local Obligations Iudenture and this Trust Agreement.
(c) The Cornmunity Facilities District further covenants that, no later than one (1) Business Day prior to each Inierest Payment Date and Principal Payment Date of the Authority Bonds, the Community Facilities District will advance to the Trustee against payment on the Local Obligations, as assignee of the Authority with respect to the Local Obligations, the interest due on the iocal Obligations o1 such Interest Payment Date and the principal of all Local Obligations matgring o,, ,ulh Principal Payment Date, respectively, and upon receipt by the Trustee, such amounts shall constituta Revenues. For so long as Ar"rthority Bonds remain Outstanding, the Trustee shall provide written notice to the Autholity no latel than fifteen (15) days prior to each Interest payment Date specifying the amount requifed to be paid to the Trustee pursuant to this subsection in the month subsequent thereto.

SECTION 7.08.
warrants as follows:

Concerning the Tlust Estate. The Authority hereby represents and (a) This Trust Agreement creates a valid and binding pledge of and security irlterest in the Trust Estate in favor of the Trustee in order to secure the payment of the interest on and pr-incipal of a1d r.edernption prerniums, if any, on all Authority Bonds Outstanding heteunder, enfor-ceable by the Trustee in accordance with the terms hereof. 4 t65-:i.574-945 t 4
28

12/12/2023 Item No.2.
(b) Under the laws of the State of California, (i) such pledge of and security inierest in the Trust Estate and (2) each pledge, assignment. lien, or other security interest made to secure any prior obligations of the Authority which, by tire terms hereof, ranks on parity with or prior to the pt.ag. of-and security intercst gianted hereby, are and shall be prior to any judicial lien hereafter impos.o on such collateral to enforce a judgment against the Authority on a simple contract' (c) The Authority has not heretofole made a pledge of, granted a iien on or security interest in, o, made an assignment or sale of the Trust Estate that ranks on parity with or prior to the pledge and security intei"est granted hereby, except for the pledge and security interest granted to secure the Authority nonds. Th" Authority shall not hereafter make or suffer to exist any pledge or assignment of, lienon, or security interest in such collateral that ranks prior to or on parity with the pledge and security interest granted hereby, or file any financing statement describing any such pleige, issignment, lien or security interest, except as expressly permitted hereby'

ARTICLE VIII

DEFAULTS AND REMEDIES
SECTION 8.01
Default" hereunder:

Events of Default. The following shall constitute "Events of (a) if payment of interest on the Authority Bonds shall not be made when due; or (b) if payment of any Principal Installment or Minimuni Sinking Fund Paynient shall not be made when due and payable, whether at maturity, by proceedings for redemption, or otherwise; or
(c) if the Authority or the Community Facilities District shall fail to observe or perform in any material way any othelagreement, condition, covenant or tertn contained her"ein on its part to be observed or perfoirned, and such failure shall continue for thirly (30) days,after written notice specifuing such iailure and requiring the sarne to be remedied shall have been given to the euthor.ity or the Community Facilities District, as the case may be, by the Trustee or by the Owners of not less than fifty percent (50%) in aggregate plincipai amount of the Authority Bonds' efe-vi-d_Ecl, that if su"h default be such that it cannot be corrected within the applicable period, it ,h.ll *t constitute an Event of Default if colrective action is instituted by the Authority or the Community Facilities District within the applicable period and diligently pursued until the default is corrected, or
(d) if ther-e is an event of default undel the Locai Obligations Indenture.

SECTION 8.02. Proccedinqs by T{ustcc: No Accelel:ation. Upon the happening and continuance of any Event of p.fuuft tne Trustee may, ol' at the written request of the Owners of not less than fifty percent (50%) in agglegate prirrcipal arrourlt of Authority Bonds Outstanding, shall (but only if-indemnified to its satisfaction fi'om any liability, expense or cost), do the following:
(a) by mandamlts, ol'other suit, action or ploceedirrg at law or iu equity, enforce all rights of the Owners, including the right to receive and collect the Revenues; 29 4165-3574-9451 4 Page 77
12/12/2023 Item No.2.
(b) brilg suit Lrpon or otherrvise enforce any defaulting Local Obligation; (c) by actiol or suit in equity enjoin any acts ol things which may be unlawful or itl violation of the lights of the Ou'ners;
(d) as a matter of right, have a receivet' or receivers appointed for the Trust Estate and of the earnings, income, issues, products, profits and revenues thereof pending such proceedings, with such powers as the coult tnaking such appointment shall confer; and (e) take such action with respect to any and all Local Obligations or Investnrent Securities as shall be necessary and appropliate, subject to Section 8.04 and to the terms of such Local Obligations or Investment Securities.

The Trustee shall have no right to declare the principal of all of the Authority Bonds then Outstanding, or the interest accrued thereon, to be due and payable imrnediately' SECTION 8.03. Elfect of Discontiulrance or Abanclonmeil. In case any proceeding taken by the Trustee on u""ount of urry Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Tiustee and the Owners shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.

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

8.01, 8.02, and 8.05, upon the happening and continuance of any Event of Default, the Owners of not less than fifty percent (50%) 1naggregate principal amount of the Authority Bonds then Outstanding shall have the right, upon providing the Trustee security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, by an instrument in writing executed and deli veled to the Trustee, have the right to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder' The Tr-ustee may refuse to follow any direction that conflicts with law or herewith or that the Trustee detennines woultl subject the Tlustee to personal liability without adequate indemnifi cation therefor.

SECTION 8.05 Restriction on Owner's Action. In addition to the other restrictions on the rights of Owners to request action upon the occurence of an Event of Default and to enforce rernedies set forth in this Article, no Owner shall have any right to institute any suit, action or proceedilg in eqlity or at law for the enforcement of any trust hereunder, or any other remedy irereunder or in the Authority Bonds, unless such Orvner previously shall have given to the Tlustee written notice of an Event of Defauit as hereinabove providecl and unless the Owners of not less than fifty percent (50%) in aggregare principal anrount of the Authority Bonds then Outstanding shall have made wdtten request of the Trustee to institute any such suit, action, proceeding or other remedy, after the right to exercise such powers or rights of action, as the case may be, shall have o..ru"d, aud shall have afforded the Trustee a reasonable opporlunity either to proceed to exercise the powers glantecl herein, or to institute such action, suit or proceeding in its or their name; nor unless there also shall have been ofTered to the Trustee security and indemnity reasonabiy 4165-3574-94it 4
30

12/12/2023 Item No.2.
satisfactory to it against the costs, expenses and liabilities to be incurred therein or tl.rereby, and the Trustee shall 1ot have complied with such request within a reasonable time; and such 1otificatio1, request a1cl offer of indemnity are hereby declared in evely such case to be conditions precedent to the execution of the trusts hereof or for any other remedy hereunder, it being understood and intended that no one or more Owners of Authority Bonds secured hereby shall have any right in any manner whatever by his, her or their action to affect, disturb or prejudice the security heieol or io enforce any rights hereunder or under the Authority Bonds, except in the ,rrun,r.i provided herein, and that all proceedings at law or in equity shall be instituted, had arrd maintained in the manner provided herein, and for the equal benefit of all Owners of Outstanding Authority Bolds; subjecf however, to the provisions of this Section. Notwithstanding the foregoing provisions oithis Section or any other provision hereof, the obligation of the Authority shall be absolute and unconditional to pay, but solely fiom the Trust Estate, the interest ou and principal of and redemption premiums, if any, on the Authority Bonds to the respective Owners in"r..of at the respectiv; due dates thereof, and nothing herein shall affect or impair the right of action, which is absolute and unconditional, of such Owners to enforce such payment.

SECTION 8.06.
any of the Authority Bond
Power of Trustee to Enforce' All rights of action hereunder or ttnder s secured hereby which are enforceable by the Trustee may be enforced by it without the possession of any of the
other proceedings relative thereto, and
Trustee shall be brought in its own name,
subject to the provisions hereof.

Authority Bonds, or the production thereof at the trial or any such suit, action or pt'oceedings instituted by the as Trustee, forthe equal and ratable benefit of the Ownels SECTION 8.07. Remedies Not Exclusive. No remedy herein confened upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy givel hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 8.08
request of the Owners
pon the written
of at least a majority in aggregate principal amount of all Outstanding Authority Bonds, the Trustee shall waive any Event of Default hereunder and its consequences. If any Event of Default shall have been waived as herein provided, the'frustee shall promptly give wlitten notice of such waiver to the Authority and the Community Facilities District and shall give notice ther-eof by first class mail, postage prepaid, to all Owners of Outstanding Authority Bonds if such Owner.s had nol previously been given notice of such Event of Default; but no such rvaiver, rescission and annulm.nt rhull extend to or affect any subsequent Event of Default, or impair any right or lemedy consequent thereon.

No delay or omission of the Trustee or of any Owner to exercise any riglit ot'power accruing upon any Event of Default shall impair any such riglit or power or shall be construed to be a waiu.i.of a1y such Event of Default, or an acquiescence therein; and every power and rernedy given by this Article to the Trustee and to the Owners may be exercised from time to time and as often as may be deemed exPedient'
SECTION 8.09 Aoolication of Monev unon Event of Defar"rlt. Any money received Waiver of Events of l)efault: Effect of Wairrer. U
by the Trustee pursuant to this Article shall, after payment of all fees and expenses und th. fees and expenses of its counsel incurred in representing the Owners, be appl of the Tt'ustee,
ied as follows:
4 r65-.3i74-945 I ,+
31

12/12/2023 Item No.2.
(a)
payable,
unless the pr-ilcipal of all of tl-re Outstanding Autholity Bonds shall be due and FIRST - To the payment of the Owners entitled thereto of all installments of ilterest then due on1h. Authority Bonds, in the order of the niaturity of the installments of such interest, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persous entitled thereto, without any discrimination or Privilege;
SECOND - To the payment of the Owners entitled thereto of the unpaid principal of and redemption premiums, if any, on any of the Authority Bonds which shall have become due (other than Authority Bonds tnatured or called for redemption for the payment of which money is held pursuant to the provisions hereof) in the ordei oi their due dates, and if the amount available shall not be sufficient to pay in full the principal of and redemption premiums, if any, on such Authority gondr due on any particular date, then to tlie payment ratably, according to the amount due on such date, to the Owners entitled thereto without any discrimination or Privilege; and
THIRD - To be held for the payment to the Owners entitled thereto as the same shall become due of the interest on and principal of and redemption premiums, if any, on the Authority Bonds which may thereafter become due, either at maturity or upon call for redemption prior to maturity, and ifthe amount available shall not be sufficient to pay in full sucir interest and principal and redemption premiums, if any, due on any particular date, payment shall be rnade in accordance with the FIRST and SECOND paragraphs hereof'
(b) if the principal of all of the Outstanding Authority Bonds shall be due and payable, to the payment of tte inteiest on and principal of and redemption prcmiums, if any, due on all Outsta.rdlng Authority Bonds without preference or priority of or of any interest on any Outsta'ding authority Bond over any other Outstanding Authority Bond, any principal of or the redemptioriprernigm, if any, on any Outstanding Authority Bond or of any other Outstanding euthoiity Bond, ratably, according to the amounts due respectively for interest and principal and redemption prerniums, rf any, to the owners entitled thereto without any discrimination or preference except u, io uny difference in the respective amouilts of interest specified in the Outstanding Authority Bonds.
416:-3574-9451 4
J/

12/12/2023 Item No.2.

SECTION 9.01

ARTICLE IX
THE TRI]STE,E
intrnent and
and agrees to the trusts hereby cleated to all of
Owners of the Authority Bonds, by purchase and
of The Trustee herebY accePts
wliich tire Authority agrees and the respecttve
acceptance thereof, agree.

SECTION 9.02. Duties.Immunities ancl Liabilitv of Trustee. The Trustee shall, prior to an Event of Default, and uft", tlo .uring or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth herein, and uo implied arrti"r or obligations shall be read herein against the 'frustee. The Trustee sha1l, during the existence of any E-vent of Default (which has not been cured or waived), exercise such of the rights and powers vested in it hereby and use the same degree of care and skill in their exercise as a prudent person would exercise uncler the circumstances in the conduct of his or her own affairs' In the absence of an Event of Default, the Authority rnay remove the Trustee. The Authority shall remove the Trustee if (A) it receives an.instrument or concurrent instruments in writing signeA by the Owners of not less than a majority in aggregate principal amount of.the authoiity-eondsihen outstanding (or their attomeys duly autholized in wliting) or (B) at ariy time the Trustee shall cease to be eligible in accordance with this Section, or (C) the Trustee shall become incapable of acting, or ip) the Trustee shall commence a case under any bankruptcy, insolvency or similar law, or (E) a receiver of the Trustee or of its property shall be a_PPointed, or (F) a'y puUti. officer shall take control or charge of the Trustee or its property or affairs for the p,,rpor.'ot rehabilitation, conservation or liquidation. To effect any such removal, the Authority ,t uit giu. written notice thereof to the Trustee, and thereupon the Authority (with the concurrence of the community Facilities District) shall promptly appoint a successor Trustee by an instrument in writing.

The Trr-rstee may, subject to the next following paragraph of this Section, resign by giving written notice of such rerignation by mail, fir'st class postage prepaid, to the Authority, the bomirunity Facilities District and the Owners at the respective addresses listed in the Bond Register. upon receiving such notice of resignation, the Authority (with the concurrence of the Colmunity Facilities nistrict; shall promptiy appoint, by an instrument in writing, a successor Trustee.

Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of the successor Trustee by the Authority and the Community Facilities nisti-ici and acclptance of appoirrtment by the successor Trustee. If no successor Trustee shall have been appointed and shall irave accepted appointment within thilty (30) days of giving notice of removai or notice of resignation as aforesaid, the resigning Trustee or any Owna. 1on-Ueliaf of himself and all other Owners) may petition, at the expense of tlre Community Facilities District, any court of competent jtrrisdiction for the appointment of a successor Trustee, and such court may thereupon, after such nolice (if any) as it may deem propet', appoint such successor Trustee. Any successor Tmstee appointed under this Trust Agreement siratt signify its acceptance of such appoinrment by executing and delivering to the Authority and the Commuriity Faciiities District and to its predecessor Trustee a written acceptance thereof, and 41(r5-3574-9451 4
JJ

12/12/2023 Item No.2.
thereupon such successol Trnstee, without any further act, deed or conveyance, shall become vested witli all the money, estates, properties, rights, powers, trusts, duties and obligations of such preclecessor Trustee, *itt'r tit e -ff".t as if it wele originally named Trustee herein; but, nevertheless, at the written request of the Authority or the Community Facilities District or the successor Trustee, such plede...ro, Trustee shall execute and deliver any and all instruments of conveyance or-further.urrururr." and do such other things as may leasonably be required for more fully and certainly vesting in and confirming to such successor 'frustee all tlie right, title and i'terest ofsuch predecessgr Tlustee in and to any property held by it hereunder and shall pay over' transfer, assign and deliver to the Successor Trustee any money or other propefiy subject to the trusts and conditions herein set forth. Upon request of the successol Trustee, the Authority and the Community Facilities District shall execute and deliver any and all instruments as may be reasonably recluired for more fully and certainly vesting in and confinning to such successor Trustee all such money, estates, properties, rights, powers, trusts, duties and obligatiorrs' Upon acceptance of appointment by a successor Trustee as provided in this subsection, such successor Trusiee shall mail a notice of the succession of such successor Trustee to the trusts hereunder by first class mail, postage prepaid, to the Owners at their respective addresses listed in the Bond Register.

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

No provision herein shall require the Trustee to risk or expend its own funds or otherwise irrcur anj financial liability in the pelformance of any of its duties heretlnder unless the ownels shall havl offered to the Trustee indemnity it deems reasonable, against the costs, expenses and liabilities that may be incurred. The Trustee shall be entitled to interest on allmoney adva'ced by it hereunder at its prime rate then in effect plus two percent (2%), bttt not to exceed the rnaximum interest rate permitted by the laws of the State' In accepting the tlust hereby created, the Trustee is acting solely as Trustee fol tle owners and not in its lndividual capacity, and under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Authority Bonds.

The Trustee makes no representation or wartanty, express or implied, as to the compliar-rce with legal requirements of the use contemplated by the Anthority or the Cornmunity Facilities District of the funcls heleunder including, without limitation, the purchase of the Loca] obligations hereunder; provided, that the Trustee shall not acquire Local Obligations other than pursuaut to the provisions of Sectiotls 5.03 and 5'04'
4 t65-3574-94,i I ,4
34

12/12/2023 Item No.2.

In no event shall the Trustee be resportsible or liable for special, indirect, punitive or conseq'entiai loss or damage of any kind wliitsoever (inch-rding, br-rt not limited to' loss of profit) iriespective of wheth.i th. Trustee has been advised of the likelihood of such loss or au*ug" and regardless of the form of action'
The Trustee shall not be responsible fol the validity or effectiveiless or value of any collateral or security securing any Local Obligation. The Trustee shall not be respotlsible for the recording or filing of any document relating hereto or any Local Obligation or of financing statements (or amendm.ni, o. continuation statements in connectiotr therewith) or mortgage or of any supplemental instruments or documents of further assurance as may be required by law in o.a.,. to p.rfect the security interests or lien on or in any collateral or security securing any Local obligation. The Trustee shall not be deemed to have made representations as to the security affoided thereby or as to the validity or sufficiency of any such document, collateral or security.

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

The Trustee shall not be accountable for the use or application by the Authority or the Community Facilities District or any other party of any frnds which the Trustee has released hereunder.

The Trustee shail provide a monthly accounting of all funds held pursuant hereto to the Authority within fifteen (1s) Business Days after the end of such month and shall provide statements of account for each annual period beginning July 1 and ending June 30, within ninety (90) days after the end of such period. Such accounting shall show in reasonable detail all financial transactions during the accouniing period and the balance in any accounts and funds (including the Local Obligations-Fund) createdGreunder as of the beginning and the close of such accounting period.

The Tr-ustee shall fuinish the Authority periodic cash transaction statements which include detail for all investment transactions effected by tire Trustee or brokers selected by the Authority. Upon the Authority's election, such statements will be delivered via the Trustee's online service and upon electing such service, paper statenents will be plovided only upon request' The Authority *uiu., the r.igf,t to receive b.oki.ug" confirmations of security transactions effected by the Trustee as they o".irr, to the extent p.r-ittrd by law. The Autliority further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other fiade confinrations may be obtained fi'om the applicable broker.

SECTION 9.03. Merser or Cotrsotidation. Arry collpany into which the Trustee may be merged or conveLteO or wittr wtrictr it may be consolidated 01'any company resulting from any -"rg"{ conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business shall succeed to the riglrts und obtigutions of the Trustee without tl'ie execulion or tiling of any paper or any further act, aiything herein to the contrary notwithstanding; p-tp:j-.jgfl, that such company shallbe eligible under Sectiou 9.02.
41(r5-i574-945 1.4
i)

12/12/2023 Item No.2.

SECTION 9.04. Compensation and hrcierlrnification. The Authority shali pay or cause the Commugity Facil;t;.sbitri.t to pay ihe Trustee such compensation, as shall be agreed in writing, for its ,.rui.., rendered hereunder and reimburse the Trustee for reasonable expenses, disbursements and advances, including attorneys' fees and expenses, incurred by the Trustee in the performance of its obligations hereundel and with respect to the Local Obligations.

The Authority agrees, to the extent permitted by law, to indemnify the Trustee and its officers, directors, employe-s, attorneys and agents for, and to hold it harmless against, any loss, liability, claim o, "*p.nr" incurled without negligence or wiliful misconduct on its paft arising out of or in connection with (i) the acceptance or administration of the trusts imposed hereb|, including performance of its duties hereunder, including the costs and expenses of defenbing itself uguinrt any claims (whether asserted by the City or any other Person) or liability in co*ection with the exeicise or performance of any of its powers or duties hereunder (including this Section g.04),(ii) the pr.ojects to be financed with the purchase of the Local obligations; (iii) the sale of any Autirority gonar or the purchase of the Local Obligations and the carrying out of any of the transactions contemplated by the Authority Bonds or the Local Obligations; or (iv) any 'ntrue
statement of any material fact or omission to state a material fact necessary to make the stateme'ts made, in ligiit of the circumstances under which they were made, not misleading in any official statement or orher disclosure document utilized by the Authority or the Community Facilities District in connection with the sale of the Authority Bonds or the Local Obligations. The A,thority's obligations hereunder with respect to indemnity of the Trustee and the provision for its compensation set forth in this Article shall survive and remain valid and binding notwithsianding the naturity and payment of the Authority Bonds, or the resignation or removal of the Trustee.

The Trustee shall have no responsibility for or liability in corurection with assuring that al1 of the procedures or conditions to closing set fortir in the contract of purchase for the sale of the Authority Bonds, that all documents required to be delivered on the closing date to the parties are actually delivered, except its own responsibility to receive or deliver the proceeds of ihe sale, deliver the Authority nonds and other certificates explessly required to be delivered by it and its counsel.

The Trustee shall not be responsible for determining or investigating whether any Local Obligation purchased pursuant to Section 5.03 is a Local Obligation, as defined herein, and the Trustee may conclusiveiy rely on the Authority's determination and direction in this regard; p,nvtdgd, that the Trustee shall not acquire the Local Obligations other than pursuant to the ffi-,riSon, of Section 5.03. The Trustee shall be entitled to rely conclusively on the covenants, represe'tations and warranties of each obligor or1 any Local obligation and in the documents and certificates deliveled in corulection therewith and each Written Order' f :l'rustee. The lecitals of facts herein and in the AuthorityLinhilitvSECTION 9.05.

Bonds contained shallbe taken as statements of the Authority or the Community Facilities District, and the Trustee cloes not assLllre any respollsibility for the correctness of the same, and does not make any l'epresentations as to tlie validity or sufficiency hereof ol of the Authority Bonds, alrd shall not incur any respoltsibility in respect thereof, other than in connection with the duties or' obligations helein or itt the Autirority Bonds assigned to or irnposed upon it; proviclecl, that the Tlustee shall be responsible for-its r.epresentations contained'in its celtificate of authentication oti .l 165-3:74^9;15I 'l
36

12/12/2023 Item No.2.
the Authority Bonds. The Trustee shall not be liable in connection with the pelfonnance of its cluties herennder except for-its own negligence or willful misconduct. The Trustee (in its individual or ally orher capacityj may become the bwrer of Autholity Bonds with the same rights it would have if it were not Tiustee hereunder, and, to the extent permitted by law, may act as depositary for and permit a1y of its officers, directors and employees to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of owners, whether or not such committee shall represent the owners of a majority in principal amount of the Authority Bonds then outstanding. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in go;a ruith in accordance with the direction of the owners of a majority in principal amount of ii,e Outstanding Authority Bonds relaling to the time, method and place of tonducti'g any proceeding for any remedy available to the Trustee, or exercising any trust or power "ont",r"d
upon the irustee hereundei'. Whether or not thelein expressly so provided, every pro'ision hereof or related documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article' SECTION 9.06 The
Trustee may conclusivelY relY on and shall be protected in acting or refraining from acting upon any notice, resolution, requisition, request, consent, otdet, certificate, repolt, oPinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper partY or parties. The Trustee may consult with counsel of its selection, who maY be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect ofany action taken or suffered or omitted bY it heleunder in good faith and in accordance therewith' Whenever in the administration of the trusts imposed upon it hereby the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be her.ei*n specificall! prescribed) may be deemed to be conclusively proved and established by an Ofhcer,s Certificate, and such Officer's Certificate shall be full warrant to the Trustee for any action taken or suffeied or omitted in good faith under the provisions hereof in reliance upon such Officer,s Certifrcate, but the Trustee may, in lieu thereof, accept other evidence of such matter or rnay require such additional evidence as to it may seem reasonable' The Trustee shail be entitled to advice of counsel of its selection and other professio'als or agents concerning all matters of trust and its duty hereunder, but the Trustee shall 'ot
be answerable or liable for the acts or ornissions of any agent, attorney-at-law, certified public accountant, or other professional if such agent, attorney-at-law, ceriified public accountaut or other professional was selected by the Trustee with due care' SECTION 9.07. pr.elqlalion ancl lnspectiein of Documefrts. All documents received bytheTrusteeunderth"p,ooffiretainedinitspossessioninaccordancewith its record retention policies and shaii be subject at all reasonable times upon prior w.ritten notice to the inspection of ih" Authority, the owners of not less than a rnajority of the aggregate principai amount of the outstanding Authority Bonds, and their agents and representalives duly authorized in writing. at reasonable hours and ttnder reasonable conditions. -116: 3:7J-91: I 4
)l

12/12/2023 Item No.2.
dghts or powels hereunder, the Trustee may leqnire that satisfactory for the reimbursement of any and all costs, claims and expenses indemni$ it against any and all liability, except liability which may SECTION 9.08 Indemnitv tbr Trustee. Befole taking any action or exerclslllg any indemnity be fulnished to it
wliich it may incul and to
result from its negligence or
willful misconduct, by reason of any action so taken'

ARTICLE X

EXECUTION OF INSTRUMENTS BY OWNERS AND
PROOF OF OWNERSHIP OF AU.THORITY BONDS
SECTION 10.0i. Execution of Instruments; Ploof of Ownership' Any request, direction, consent or other instrument in writing required or pelmitted hereby to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor by different parties *nd *uy be signed or executed by such owners in person or by agent appointed by an instrument in writing.- Proof of the execution of any such instrument and of the ownership of Authority Bonds snJt Ue sufficient for any purpose hereof and shall be conclusive in favor of the Trustee with regard to any action taken, suffered ol omitted by either of them under such instrument if made in the following manner:
(a) The fact and date of the execution by any Person of any such instrument may be proved Uv tfr. certificate of any officer in any jurisdiction rvho, by the laws thereof, has power to iake acknowledgments within such jurisdiction, to the effect that the Person signing such instrument acknowledged before him or her the execution thereof, or by an affldavit of a witness to such execution.
(b) The fact of the ownership of Authority Bonds hereunder by any Owner and the serial numbers of such Authority Bonds and the date of his ownership of the same shall be proved by the Bond Register.

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

ARTICLE XI
L
SECTION 11.01 Su Trusl As.reenre nts with Consent of Orvners Any modification or alteration hereof or of the rights and obligations of the Autholity, the Community Facilities District or the Owners may be made with the consent of the Owners of not less than a majority in aggregate principal amount of the Authority Bonds then Outstanding; pr:ovided, that no such modification or alteration shall be rnade wliicl-r will reduce the percentage of aggtegare principal amount of Authority Bonds the consent of the Owner's of which is required for any such modification or alteratiol oi permit the creation by the Authority or the Community Facilities District of any liel prior to oi on parity with the Jien hereof upon the Tlust Estate or which will E
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12/12/2023 Item No.2.
affect the times, amounts and currency of payrnent of the interest on or principai of or redemption prerniums, if any, on the Authority Bonds or affect the rights, duties or obligations of the Trustee without the cousent of tlie pariy affected tliereby'
Supplenr ental Trust A Without Consent of Owners. The
lities Distlict may, without the consent of the Owners, entet greement or Supplemental Trust Agreements, which thereafter shall form a palt of this Trust Agreem ent, for any one or more of the following purposes (a) to add to the agreements and covenants of the Authority or the Community Facilities District contained herein other agreements and covenants thereafter to be observed, or to surender any right or power herein reserved to or conferred upon the Authority or the Community n'acititiis District; pfovided, that no such agreement, covenant or sulrender shall materially adversely affect the rights of any Owner;
(b) to cure any ambiguity, to supply any omission or to cure, colrect or supplement any defect or inconsistent provisions contained herein or in any Supplemental Trust Agreement; (c) to make any change which does not materially adversely affect the rights of any Owner;
(d) to grant to the Trustee for the benefit of the Owners additional rights, remedies, powers or authority;
(e) to subject hereto additional collateral or to add other agreements of the Authority or the Community Facilities District;
(0 to modify this Trust Agreement or the Authority Bonds to permit qualification hereof rinderthe Trust Indenture Act of 1939, as amended, ol any similar statute at the time in effect, or to permit the qualification of the Authority Bonds for sale under the securities laws of any state of the United States of America;
(g) to make any amendrnents or supplements necessary or appropriate to preserve or protect tile exclusion frorn gross income for federal income tax purposes under the Code of the interest on the Authority Bonds or the exemption of interest on the Authority Bonds from State personal income taxes; or
(h) to evidence the succession ofa successor Trustee'
For all putposes of this Section, the Trustee shall be entitled to conclusively rely r.rpon and shall be fully prltected in relying upon an Opinion of Bond Counsel with respect to tlie extelt, if any, to which any action affects the rights hereunder of any Owner' SECTION 1 I.03
The Trustee is herebY
Trustee Authorized to Enter into SuDplementai frust Asreemeuts authorized to enter into any Supplemental Trust Agleement with the Authority and the CommunitY Facilities District authorized or permitted by the tellrrs heleof, and to make the further agreentent s and stipulations wirich may be therein contained. and fol all purposes of this Section the Trust ee shall be entitled to conciusively lely upon and sl:all be fully SECTION 11.42.

Authority and the Communi
into a Supplemental Trust A
ty Faci
{ 1 65-35?4-945 1,4
39

12/12/2023 Item No.2.
protected i' relying upon an opinion of Boird Counsel to the eff'ect that such Supplernental Trust hgreemelt is authorized or pelnitted by the provisions hereof' ARTICLE XIi

DEFEASANCE
SECTION 12,01 . Defeasance. If and when the Authority Bonds secured liereby shali become due and payable in u*ta*e with their terms or through l'edemption proceedings as provided herein, oi otherwise, and the whole amount of the interest on and plincipal of redemption prerniums, if arry, so due and payable upon all of the Authority Bonds shall have been paid, or provisio' shall have been made for the payment of the same, together with all other sums payable irereunderby the Authority, including all fees and expenses of the Trustee, then and in that case, this Trust Agreement and the lien created hereby shalt be completely discharged and satisfied and the Authority and the Community Facilities District shall be released from the respective agr.eements, conditions, covenants and terms of the Authority and the Cotnmunity Facilities district contained herein, and the Trustee shall assign and transfer all property (in excess of the am'unts required for the foregoing) then held by the Trustee free and clear of any encumbrances as provided in Section 12.04 and shall execute such documents as may be reasonably required by the Authority or the Community Facilities District in this regard' Notwithstar:ding the satisfaction and discharge hereof, those provisions of this Trust Agreement relating to the maturity of the Authority Bonds, interest payments and dates thereof, exchange and transfer of Authority Bonds, replacement of mutilated, destloyed. lost or stolen Authority Bonds, the safekeeping and cancellation of Autholity Bonds, nonpresentment of Authority Bonds, and the duties of tlie Tiustee in connection with all of the foregoing, shall remain in effect and shall be binding trpon the Tlustee and the Owner, and the Trustee shall, subject to Sectibn 13.06, continue to be obligated to hold in trust any money or investtnents therr held by the Trustee for the payment of the interest on and principal of and redemption premiums, if any, on the Authority Blnds, to pay to the Owner of Authority Bonds the funds so held by the Trustee as and when such paymenis become due, and those provisions heleof contained in Section 9.04 reiating to the comiensation and indemnification of the Trustee and in Section 7.04 relating to the tax covenants of the Authority and the Community Facilities District shall remain in effect and shall be binding upon the Truitee, the Authority and the Community Facilities District.

SECTION I2.A2. Authority Bonds Deenrecl to Have Been Paid. If any money shall have been set asicle ald held Uy ti," flrrt." fot the payment or redemption of any Autlrolity Bonds a'd tl,re interest installments thelefor at the matr,rrity thereof ol date fixed for redemption, such Authority Bonds shall be deemed to be paid within the meaning and with the effect plovided in Section 12.01. Aly Outstanding Bond ihall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning ancl with the effect expt'essed ir-i Section 12.01 if (a) i' case any Authority Bonds are to be redeemed on any date prior to their maturity- the Authority shall have given to the Trustee inevocable instructions to mail notice of redernption of such Authority donds on such redemption date, such notice to be given in accordance with the provisions of Article IV, (b) there shall have been deposited with the Tlustee in escrow either (i) money in an amoult which shall be sufficient to pay when ciue the interest on atrd principal of and redernption premiurns, if any, due and to become due on sr-rch Authority Bonds on and prior to the 4l6i-i5?,1-94-i I 4
40

12/12/2023 Item No.2.
date scheduled for r-edemption or rnaturity date thereof, as tlie case tnay be, or (ii) noncallable Government Obligationr ih" principal of and the interesl on which when due, and without any reinvestment thereof, will provide money which, together with the money, if any, deposited witli or held by the Trustee at the sarne time, shail be sulficient as verified by a report of a nationally recognized independent certified public accountant to pay when due the interest on and principal of and redemption premiums, if any, due and to become due on such Authority Bonds on and prior to the date fixed for ledemption or matulity date thereof, as the case may be, and (c) in the event any of such Authority Bon-ds are not to be redeemed within the next succeeding sixty (60) days, the Authority shall have given the Trustee irevocable instructions to mail, as soon as practicable in the same maruler as a notice of redernption is mailed pursuant to Article IV, a notice to the Owners of such Authority Bonds that the deposit required by (b) above has been made with the Trustee and that such Authority Bonds are deemed to have been paid in accordance with this Section and stating the rnaturity dates or redemption dates upon which money is to be available for the payment o1th" interesi on and principal of and redemption premiums, if any, on such Authoriiy Bonds. Neither the sbcurities nor money deposited with the Trustee pursuant to this Section nor interest or principal payments on any such securities shall be withdrawn or used for any purpose other thanj and shalf be held in trust for, the paynrent of the interest on and principal of'ana iedemption premiums, if any, on such Authority Bonds; ployided, that any cash received frorn such interest oi principal or interest payments on such obligations deposited with the Trustee, if not then needed foi sucirpurpose, shall, to the extent practicable and at the written direction of the Authority, be reinvested in Govemment Obligations, such written direction to specifr which GovernmeniObligations are to be invested in, maturing at times and in amounts, together with the other money and payments with respect to Government Obligations then held by the Trustee pursuant to ihis Section, sufficient to pay when due the interest on and principal of and redemption premiums, if any, to become due on such Authority Bonds on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shail, .rpon ,"".-ipt by the Trustee of a Wlitten Order so directing, be paid over to the Authority as received by the Trustee free and clear of any trust, lierr or pledge.

SECTION 12.03.
provided in Section 12.02
Bonds. Except as otherwise
or 13.06, the amounts held by tlie Trustee for the payment of the interest on ol principal of or the redemPtion premlum s, if any, ol the interest due on any date with respect to particular Authority Bonds shall, on and after' such date and pending such payment, be set aside on its books and held in trust by it solely for the Ownels entitled thereto SECTION 12.04 Effect of sance of A Bonds. Notwithstanding anY Monev Heid for Par-ticular Au
other provision hereof, in the event that the Autholity Bonds are defeased hereunder are discharged pursuant to tiris Article, the Trustee shall transfer all held by the Trustee (including, witliout limitation, the Local Obligations), to and the obligations
property and moneY
or upon the written
order of the Authority

ARTICLE XIII

LANEOIJS
SECTION 13.01. Dissolution of Aurhorii:''. In the event of the dissolution of the Authority, all the agreements, .onAitlons, covenants and terms contained herein by or on behalf 4l(ri-i574-9451 4
41

12/12/2023 Item No.2.
of, or for the benefit of, the Autholity sliall bind or inure to the benefit of the successors of the Authority fi-om tirne to tine and any officer, board, commission, agency or instrumentality to whorn ori to which any powef or duty of the Authority shall be transferred' SECTION 13.02. Parties llterestecl Her.ein. Except as otherwise specifically provided herein, nothing contained hereirl expiessed ol implied, is intended or shall be construed to confer upon any persin other than the Authority, the Community Facilities District, the Trustee and the O*n"r, uny right, remedy or claim under or by reason hereof, this Trust Agreement being intended to be for the sole and exclusive benefit of the Authority, the Community Facilities District, the Trustee and the Owners.

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

If to the AutholitY: Folsom Ranch Financing Authority
50 Natoma Street
Folsom, CA 95630
Attention: Treasurer
Fax: 9i6-985-0870
Email : [email protected]
If to the Community Facilities District:

City of Folsom
50 Natoma Street
Folsom, CA 95630
Attention: Finance Director
Fax 976-985-0870
Ernail : [email protected]
If to the U.S. Bank Trust Company, National Association Trustee: One California Street, Suite 1000
San Francisco, CA 94111
, Attention: Global CorPorate Trust
Fax: 415-677-3769
Email : [email protected]
Each such notice, statement, demand, consent, approval, authorization, off€r, designation, request or other comrnunication hereunder shall be deemed delivered to the party to whon it is addressed (a) if pelsonally servecl or delivered, upon delivery, (b) if given by electronic communicatiol, upon the sender''s receipt of an appropriate answer back or other written acknowledgmerrt or confirnation of receipt of the entire notice, approval, demand, report or other' cermmunicalion, (c) if given by fir.st class mail deposited with the United States mail postage prepaid, seventy-two 1lZ) hours aftel such notice is deposited with the United States mail, (d) if giu"n by oyerpight courier. with courier charges prepaid, twenty-fout Q\ hours after delivery to 4l(r5-3574-9451.4
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12/12/2023 Item No.2.
said overpight courier, or (e) if given by any other means, upon delivery at the address specified in tliis Section.

In case, by reason of the suspension of or irregulalities in regulal mail service, it shall be irnpractical to mail to the Owners notice of any event when such notice is Iequiled to be given pursuant to any provision hereof, then any Inanner of giving such notice as the Authority shall dir-ect and not oUjected to by the Trustee shall be deemed to be a sufficient giving of such notice.

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

SECTION 13.04. l-loliclays. If the date for making any payment or the last date for per.fbrrnance of any act orthe exercising of any right, as provided herein, shall not be a Business bay" s'ch payment may be made or act performed ol right exercised on the next succeeding Busiless Day with the same force and effect as if done on the nominal date p|ovided in this Trust Agreernent, and no interest shall accrue for the period from and after such nominai date' 43 =l l6i-:lr7q-94i I 4 Page 91
12/12/2023 Item No.2.

SECTION 13.05. Limitation
make any payments required hereundet' ot' under any Bond. or be deemed to incur any liability hereunder or by reason hereof or arising out of any of the transactiorts contemplated hereby, payable frorn any funds or assets othel than the Trust Estate as provided het'ein.

SECTION 13.06. Unql4u0gd_MAngy. Anything contained her'ein to the contraty notwithstanding, any money t*ld by th. T*stee in tlust for the payment and discharge of the interest on o. piin"iial of oiredemption premiums, if any, on any Bond which remains unclaimed for two (2) years after the date when ,.,"h urnornts have become payable, if such money was held by the Trustee on such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date such amounts have become payable, shall be paid by the Trustee to the Authority as its absolute property free frorn trust, and the Trustee shall thereupon be released a'd discharged with ,.rp""f thireto and the Owners shall look only to the Authority fol the payment of iuch amounts; providecl, that before being required to make any such payment.to the euthority, the Trustee ,halil ut th" "xpense
and written direction of the Authority, give notice by
first class mail to the Owlers that ,u"h *on.y remains unclaimed and that after a date named in such notice, which clate shall not be less than sixty (60) days after the date of giving such notice, the balance of such money then unciaimed wili be returned to the Authority.

SECTION 13,07. Governing Law. This Trust Agreentent shall be governed as to validity, construction and perfolmance by the laws of the State. iabilit The Authority sliall not be obligated to
SECTION 13.08. Severabilit-v of lnvalid Provisions' If any clause' provision or section hereof is held illegal or i"uufia lv any court, the invalidity of such clause, provision or sectio, shall not affect any of the remaining clauses, provisions or sections hereof, and this Trust Agreement shall be construed and enforcecl as if such illegal or invalid clause, provision or section had not been contained herein.

SECTION 13.09. Counterparts and Electlonic Execution. This Trust Agreement may be executed in any number of counterp-tt, """h "f
which, when so executed and delivered, shall
be an original; but all of which such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Trust Agreement and of signature pages by facsimile or pDF transmission shall constitute effective execution and delively of this Trust Agreement as to the parties hereto and may be used in lieu of the oliginal Trust Agreement and signature pages for all purposes. Each parti agrees that the electronic signatures, whether digital or encrypted, of tfre parties included in ihis trust Agreement are intended to authenticate this writing and to have the same force and effect u, *urruuf signatures. Electronic signature mea1ls any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by aparty with the intent to sign such record, including facsimile or email electronic signatures' SECTION 13.10. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section326 "f th; U.s,q. patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terlorism and money laundering, is required to obtain, veriff, and record iniormation that identifies each person or legal entity that establishes a relalionship ol.opens an account u,ith tl-re Trustee. 'I'lie parties to this Trust Agleement agree tliat they will pr.ovide the Trustee with such inforrnation as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act'
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12/12/2023 Item No.2.

SECTION I 3. i 1 . F-orce Mqjeure. In no event shall the Trustee be responsible or liable for any failure or delay in the p"rfott"*r.. of its obligations hereunder arising out of or caused by, directiy or indirectty, rot".. beyond its control, including, without lirritation, strikes, work stoppages, accidents, acts of war 01 terorism, pandemics, epidemics, quarantine restdctions, ,""og;ir"a public emergencies, civil or military disturbances, nuclear or natural catastrophes or actsif God, and interruptions, loss or malfunctions of utilities, communications ol computer (software and hardware) services; it being understood that.the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances'
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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45

12/12/2023 Item No.2.

IN WITNESS WHEREOF, the Authority has caused this Trust Agreement to be executed by the Treasurer, the Community Facilities Distlict has caused this Trust Agreement to be executed i' its nanle by the Finance Diiector of the City of Folsom, and the Trustee has caused this Trust Agreement to te executed by its authorized signatory, all as of the day and year first above wlitten.

FOLSOM RANCH FINANCING AUTHORITY
Treasurer

CITY OF FOLSOM COMMTINITY FACILITIES
DISTzuCT NO. 23 (FOLSOM RANCH)
Finance Director of the City of Folsom
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By
Authorized SignatorY
By
By
4 I 65-3574-945 1.4
Siguature Page to Tl'tlst Agreement

12/12/2023 Item No.2.

EXHIBIT A

OF TH TY

T'NITED STATES OF AMERICA

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

FOLSOM RANCH FINANCING AT]THORITY
CITYoFFoLSoMCOMML|NITYFACILITIESDISTRICT
NO. 23 (FOLSOM RANCH) IMPROVEMENT AREA NO. 2 SPECIAL TAX REVENUE BOND, SERIES 2024
No. R- $

INTEREST
RATE

MATURITY
DATE
DATED
DATE CUSlP
% September 1,20-- [Closing Date] 3444141 l
Registered Owner: CEDE & CO,
Principal Sum: DOLLARS
The Folsom Ranch Financing Authority, a joint exercise of powers agency established pursuant to the laws of the State of California (the "Authority"), for value received hereby promises to pay to the registerecl owner specified above, or registered assigns, on the matuiity date set forth uboue (subject to any right of prior redemption hereinafter mentioned) the principal sum set forth above and to pay intelesl thereon at the intelest rate per annum set forth ubou*. The interest on this Authority Bond will be calculated on the basis of a 360-day year consisting of twelve (12) 30-day calendar months and will be payable on N4arch 1 and September 1 in each year (eac|'an "Jnterest Paymerrt Date"), contmencing on September I ,2A24, and is 4 l 65-3574-94i 1.4
A-1

12/12/2023 Item No.2.
payable by clieck, rnailed by first class mail, on each Interest Payment Date to the registered owner whose nar'e appears on tlie bond legistel nraintained by the Corporate Trust Office (as defined in the Trust Agreement hereinafter referred to) of U.S. Bank Trust Company, National Association (together with any sllccessor as Trustee under the Trust Agreement hereinafter meutioned, the ;Tr:urr.""; as of ihe close of business on the fifteenth (15th) day of the month preceding such Interest payment Date (the "Recorcl l)ate"), except with respect to defaulted interest for which a special record date wili be established; proyided, that in the case of a registered owner of one *ittior, dollars ($1,000,000) or rnore in aggregate principal amount of Authority Bonds, upon written request of such registered owner to the Trustee received not later than the Record Date, such inter.est shall be paiJon the Interest Payment Date in immediately available funds by wire transfer to an acconnt ln a bank or trust company or savings bank that is a member of the Federal Reserve Systern and that is located in the continental United States of America. The principal hereof and the redemption premium hereon, if any, are payable upon presentation and suffender hereof at the Co,porate Tr-ust Office of the Trustee. Both the interest on and principal of and redemptio' premium, if any, hereon are payable in lawful money of the United States of America.

Rll capitalir.d t.r-, used herein but not otherwise defined shall have the meanings contained in the hereinafter mentioned Trust Agreement'
The Author:ity and the Trustee sirall be entitled to conclusively treat the registered owner of tiris Author.ity Bond as the absolute owner hereof for the purpose of receiving payment as herein proyided uni fo, all othel purposes, and the Authority and the Trustee shall not be affected by notice to tlie contrary.

This Authority Bond is one of a duly authorized issue of bonds of the Authority designated as the "Foisom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024- (the "Authority Bonds") issued in the aggregate principal amount of dollars ($[Par Amourit]) pursuant to the provisions relating to the joint exercise of powers found in Chapter 5 of Division 7 of Title 1 of the Califomia Government Code, including the Marks- Roos Local Bond Pooling Act of 1985 (being california Government code Sections 6584-6594) as amended and supPlemented (the "Act"), and pursuant to a trust agreement executed and entered into as of January 1,2A24,bY and among the Authority, the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the ,.Comrnunity Facilities District") and the Trustee (the "Trust Agreement"). The AuthoritY Bond s are issued for the purpose of purchasing Local Obligations, and refereuce is hereby rnade to the Trust Agreetnent (a copy of which is on fi1e at the Colporate Trust Office of the T'rnstee) and all trust agreements supplemental thereto and to the Act fol a description of the putposes thereof, of the rights thereunder of the registered owr1er, of tire nature and extent of the secttrity for the Authority Bonds and of the rights, duties and immuuities of the Trustee, of the obligations of the Community Facilities District, and of the rights and obligations of the Ar-rtholity tltet'eunder, to all the provisions of which Trust Agreement the registered o''.vner of this Authority Bond, by acceptance hereof, assents and agrees Tlie Ar-rthority Bonds and the interest thereon and any redernption premiums thereo'r are special, limited obligations of the Authority payable solely from the Trust Estate and are secur.ecl by the Trust Estate, including amounts held in the accounts and funds (other than the Rebate Fundj establisled pnrsuant to the Trust Agreement (including proceeds of the sale of the Authority Bolcls). subject tnly to the provisions of the Trust Agreement perrnitting the application 'l 165-35?4-945 1 .+
A-2

12/12/2023 Item No.2.
ther.eof for the puryoses and on the terms and conditions set folth in the Trust Agreement' No member or officer of the Authority, llor any person executing this Autholity Bond, shall in any event be subject to any personal liability'oi u".ountability by reason of the issuance of this Autholity Bond.

THE AUTHORITY BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF

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

PRINCIPAL OF AND ANY REDEMPTION PREMIUMS ON OR INTEREST ON THE

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

DO NOT CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF THE

AUTHORITY OR ITS MEMBERS, AND TINDER NO CIRCUMSTANCES SHALL THE AUTT{ORITY BE OBLIGATED TO PAY PRINCIPAL OF OR ANY REDEMPTION

PREMIUMS ON OR INTEREST ON THE AUTHORITY BONDS EXCEPT FROM THE TRUST ESTATE. NONE OF THE COMMLINITY FACILITIES DiSTzuCT, THE CITY OF FOLSOM (THE "CITY"), THE STATE OF CALIFORNIA NOR ANY PUBLIC AGENCY (oTFIER THAN rHE AurHozurv; NoR AyY-yEMBER oF THE coMMLINITY FACILITIES DISTzuCT OR THE AUTHORITY IS OBLIGATED TO PAY THE PRINCiPAL OF OR ANY REDEMPTION PREMIUMS ON OR INTEREST ON TI]E AUTHORITY BONDS'

AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE

COMMLINITY FACILITIES DISTRICT, THE CITY, THE STATE OF CALIFORNIA OR ANY

PUBLIC AGENCY THEREOF OR ANY MEMBER OF THE AUTHORITY (INCLUDING THE

CITY) OR THE COMMTINITY FACILITIES DISTRICT IS PLEDGED TO THE PAYMENT

OF THE PRINCIPAL OF OR ANY REDEMPTION PREMIUMS ON OR INTEREST ON THE

AUTHORITY BONDS, AND NEITHER THE PRINCIPAL OF OR ANY REDEMPTION PREMIUMS ON OR iNTEREST ON THE AUTHORITY BONDS CONSTITUI'ES A DEBT' LIABILITY OR OBLIGATION OF THE COMMTII{ITY FACILITIES DISTRICT' THE CITY' THE STA']:E OF CALIFORNIA OR ANY PUBLIC AGENCY (OTHER THAN THE AUTHORITY) OR ANY MEMBER OF THE AUTHORITY.

The Authority Bonds are subject to optional redemption by the Authority prior to their respective maturity dates as a whore oi in part oll any date on or after September 1, 201- .1,
fi.om a'y source of available funds other than Minimum Sinking Fund Paymeuts and Special Tax prepayments, upon rnailed notice as hereinafter provided, at the following redemption prices (computed upon the principal amount of the Authority Bonds or portions thereof called for redemption) iogether with accrued interest thereon to the date fixed for ledemptiot]:
103% if redeemed on any date on or after September 1, 20[ I tl'rrough August 31,201 l;
102% if redeemed on any date from September 1.20|. I through August 31, 20[ ];
rcl% if ledeemed on any date fiom September 1, 20[ ] through August 31, 20[ ]; and
100%if redeetned on September 1, 201-J and any date thereafter' 4165-3574-945J 4
A-3

12/12/2023 Item No.2.

The Authority Bonds are subject to extraordinary redemption by the Attthority prior to their respective maturity dates, as a whole or in part on any Interest Payment Date on or after September 1, 201 l, rot.ty from funds derived fiom extraordinary ledemption of Local Obligations from ffiial Tax Prepayments, at the following redemption prices (computed upon the piincipal amount of the Authority Bonds or portions thereof called for redernption) together with accrr,ed interest thereon to the date fixed for redemptiol:
103% if redeemed on any Interest Payrnent Date on or after September 1,20l. ] thlough March 1,20l ];
102% if redeemed on an Interest Payment Date on September 1, zAIJand March t,20[ l;
rc|% if redeemed on an Interest Payment Date on September 1. 201)and March i,20[ l; and
rcA%if redeerned on September 1, 201 ] and any Interest Payment Date thereafter'
The Authority Bonds rnaturing on September 1, 201-J, are subject to mandatory redemption by the Authority prior to their stated maturity date in part ou september 1 of each year on und- after September 1 ,iai l,to and including September 1, 201 ]; and the Authority Bonds maturing on September l, Z}lJ, are subject to mandatory redernption by the Authority prior to their stated maturity date in purt on September I of each year on and after September 1, 20[ ], to and including September 1, 20[ ], ,rpon mailed notice as hereinafter provided, from (and in the amount ofl trre Minimum Sinr.i"gfund Puy*.nt due and payable for the Authority Bonds on each such date, at a redemption price equal to the principal amount theleof plus accrued interest thereon to the date of redemption, without premium.

Notice of redemption of any Authority Bonds shall be mailed by first class mail, in a sealed envelope, postage prepaid, at least thirty (30) but not more than sixty (60) days before the date fixed for redernptioir, io tihe legistered owners of such Authority Bonds (or portions thereof) so called for redemption, at their respective addresses as the same shall last appear on the Bond Register rnaintained by the Trustee; ppvidecj, that neither the failure of a registered owner to receive notice of redemption of authoiity Bonds nor any error in such notice shall affect the validity of the proceedings for the redemption of Authority Bonds' Any notice of optional redernption under the Trust Agreement may be rescinded by written notice given by the Auihority to the Trustee no later than three (3) Business Days prior to the date speciiecl for redemption. The Trustee shall give notice of rescission of the notice of optional redemption or non-satisfaction of any condjtions specified'in the notice of optional redemption u, ioon as practicable to the same parties an<i in the same man11el as the notice of redempiion was given.
4l (r5-i57,1-9451.4
A-4

12/12/2023 Item No.2.

The Author-ity Bonds are issuable as fully registered bonds itl denorninations of five thousand dollars ($5,000) oi uny inregral rnultiple in excess thereof. This Authority Bond may be transferred or exchanged by ihe legistered owner hereof, in person or by an attorney duiy authorized in writilg, but only in the manner, subject to the limitations and upon payment of the charges, if any, prouid.d in the Trr.rst Agreemellt, and upon surrender and cancellation of this Auttioriiy gona. Upon such transfer or exchange, a new Authority Bond or Autholity Bonds, of authorized denominltions, for the same aggregate principal amount, interest rate and maturity will be issued to the transferee in accordance with the provisions of the Trust Agreement. The Trustee is 'ot
required to register the transfer of, or to exchange, any Authority Bond during the period established by the irustee for selection of Authority Bonds for redemption or to register the transfer of, or-to exchange, any Authority Bond which has been selected for redemptiou pursuant to the Trust Agreement.

The Trust Agreement and the rights and obligations of the Authority and of the registered owners of the Auihority Bonds may be modified or amended from time to time and at an"y ti-e (apd in certain cases without the consent of such registered owners) in the manller' to the extent and upon the terms provided in the Trust Agreement' The Trust Agreernent contains provisions permitting tlie Authority to make provisions for the payment of the interest on, and the principal and premium, if any, of, any of the Authority Boncls sb ttrat such Authority Bonds shall no longer be deerned to be Outstanding under the terms of the Trust Agreement.

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

This Authority Bond shall not be entitled to any benefit under the Tlust Agreement, or become valid or obligatory for any pulpose, until the certificate of authentication hereon endorsed shall have been manually signed by an authorized signatory of the Trustee' 4l(r5-3574-9451 4
A-5

12/12/2023 Item No.2.

IN WITNESS WHEREOF, the Folsom Ranch Financing Autholity has caused this Authority Bond to be executed in its name and on its behalf by the manual or facsirnile signature of its Treasurer and attested by the facsimile signature of its Secretary, all as of [Closing Date].

FOLSOM RANCH FINANCING AUTHORITY
By
Treasurer
Aftest:

Secretary
4t65-3574-945t .4
A-6

12/12/2023 Item No.2.

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

Dated: [Closing Date]
U.S. Bank Trust Company, National Association
as Trustee
By:

Authorized Signatory
4t63-3374-9451 .4
A-7

12/12/2023 Item No.2.
and appoints

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

Dated:

SIGNATURE GUARANTEED BY:

NOTE Signatures must be guaranteed by an "eligible guarantor institution" meeting the re{uirements of membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended'
Social Security Number, Taxpayer Identification Number or other ldentiSing Number of Assignee:
4165-1574-9451 4
A-8

12/12/2023 Item No.2.

ATTACHMENT 4

12/12/2023 Item No.2.

OH&S DRAFT
1u2712023
CITY OF FOLSOM COMMLINITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH)
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

INDENTURE
Dated as of January 1,2424
Relating to the
City of Folsom
Community Facilities District No. 23 (Folsom Ranch)
Improvement Area No. 2
Special Tax Bonds
and
4 I 65-6930-3883_5 Page 104
12/12/2023 Item No.2.

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS; EQUAL SECURITY
Page
2 1s
..15
,,r6
..18
Section 1.01
Section i.02
Section 2.01
Section 2.02
Section 2.03
tions..
alS

ARTICLE II
AUTI]ORIZATION AND ISSUANCE OF BONDS
SE
ditional Bonds: Subolclinate Bonds.

Proc feir the of Adcliti I Bonds..

A ds....

Section 2.04. Date and Matrrritv trl- nncl I rest Rrtes ott nrrd Mininrutn irrlcirrrt Fund Account P mcrrts for Bonds
Section 2.05
Section 2.06
Interest Pavm Dates of Bonds
Form of Bonds..

Section 2.07. Pay-rl-qI"-AI-IlAld€
Section 2.08. Execution of Boncls
Section 2.09. Transfer and Exchanee a """
Section 2.10.

Section 2.1 1.

Section 2.12.

Section 2.13.

Section 2.14.

Section 2.15
ril or l,
Reqistration of the Bonds.

CUSIP Nurnbers
Section 2.16. Costs of
A lication of of Sale of 20?"1 Boncls...
ized Interest Account
sition and rction Fund.

Fund..

ARTICLE III

REDEMPTION OR EXCHANGE OF BONDS
Redemntiorr Pric rlnd Terms of Bonrls
t(ln

ARTICLE IV
Selectiorr of llo iirr
N tice of Rcd rrrntion crf nds
Partial Red r:tiort ol' onds
Section 3.05. Effect of Re-dsx:lldeqglBqIb
Section 3.01 .

Section 3.02.

Section 3.03.

Section 3.04.
,2s
.21
.27
.28
.28
,)
1 1 I(r5-6930-3IJ83.5

SPECIAL TAX

12/12/2023 Item No.2.

TABLE OF CONTENTS
(continued)
Section 4.02. Al cation of
sit of P eeds of S
and Transfer to the Special Tax Fund
the
Section 4.01
Section 5.01
Section 5.02
cl in the rtles
Page
...28
...28
.30
,i0
,.1 I
..i2
"1 .t
,,.)-
.. J-
..JJ
Tax Fund

ARTICLE V

COVENANTS OF THE COMMLINITY FACILITIES DISTRICT
tual vment a Performance
Inde cunrbrances
Section 5.03. , ,Against fgelt:ral lnqqt49fa44u.9!
Section 5.04
Section 5.05
Section 5.06
P vment qrf Claims
and S sB
tll'tg Recorcls: Fi nancial Statements arrd Other
Section 5.07.

Section 5.08.

Protection cll' Securi and Ri ol I"l ders
flhalses and Clonrnlinn ce rvith Gove rrental
Reqttkttions
Section 5.09
Section 5.10
arrd Collection of the Snecial Tax..
of Soeci al Tax Liens.....

Section 5.1 1 . Furtber Assura.nces

ARTICLE VI

THE TRUSTEE
Section 6.01
Section 6.02
Section 6.03
Section 6.04
The Trustee
Liabilitv of the Trustee
C nensati n and ln nrnilicat ol the
Notice to the

ARTICLE VII
AMENDMENToFoRSUPPLEMENTToTHEINDENTURE
Section 7.01
Section 7,02
Section 7.03
Section 7.04
Proced,ure lbr A-o,.r:l-ant nfirrLll\ltrl!lll vr ^" QrrnnlL'I ULI}J'.'T ement to the I DisoLralified Bonds
or Rep of Bonds A{ier endment or Sunnl enrentAm
Pavrnent of
F losrtre
,...JJ
al... 'Jt
....1"+
....i-l
.i5
._1t)
a7
ao.-1O
Ll dorserrienl
Ameudment orS bv Mutual Cousent
ARTICLE VIIi

EVENTS OF DEFAULT AND REMEDIES OF HOLDERS
Events o1'De Remedies ui'Section 8.01
Section 8.02
ll
4l 6i-(1930-3883 5
Non-Waivet'.......
40 41

12/12/2023 Item No.2.

TABLE OF CONTENTS
(continued)
Section 8.03 Not USIVC

ARTICLE IX

DEFEASANCE
Sectiori 9.01
Section 9.02

ARTICLE X

MISCELLANEOUS
Section 10.01 unl Facili Limited to the
and Other
Section 10.02
Section 10.03
Benefits Limited to n Parties......

S Alt es to
Section 10.04.

Section 10.05.
of Do bv Holders
Deposit and of Monev in unts and Funds ..

Section 10.06.

Section 10.07.

Wai Liabili
Acquisition of Bonds bv Facilities
Section 10.08. Content of Certificates and Reports
Section 10.09. Maintenance of Accourts and Funds
Article and S Gender arid
Page
.....42
Discharge of the Bonds
U r"lev
L)
........43
l'
',,,.',,.,,'....44
'...,.''',,.....44
.',,..........'.44
45 4\
ces-
.,......,46
.........46
.........46
..,,....'47
',.'.','.47
.........47
Section 10.10.

Section 10.11.

Section 10.12.

Section 10.13.

Partial Invaliditv...

Execution in Counteroarts and Electronic Execution
inr: Law
Section 10.14. Notices
Section 10.15. U S.A. Patriot Act ,....

Section 10.16. Force Majqure
Section 10.17. EffectiveDate of the Indenture

EXHIBIT A FORM OF BONDS
...47
,...48
..,.48
dc)
,.......".^......49
..,..,.....,.....49
A-1
.r r65-6930-38tt3 5
ill Page 107
12/12/2023 Item No.2.

INDENTURE
This Ildenture (the "lndenture"), dated as of January 1,2024, by and between the City of Folsom Corlmunity Facilities District No, 23 (Folsom Ranch), organized and existing unj". and by virtue of the iaws of the State of Califolnia (the "Community Facilities District"), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under and by viltue of the laws ol the United States of America and authorized to accept and execute trusts oftlie character herein set forth, as trustee (the "Tlustee"); WITNESSETH:

WHEREAS, the City Council of the City of Folsom (the "City") on May 26,2020, duly adopted its Resolution No. 10435, establishing the Community Facilities District and designating various improvement areas therein, including Improvement Area No. 7 (the .,Improvement Area") foi the pur?ose of providing for the financing of certain public facilities and certain public services in and for such Comrnunity Facilities District, and also duly adopted its Resolution No. I 101 i on March 28, 2023, whereby the rate and method of apportionment of the Special Tax for the Improvement Area was amended; and
WHEREAS, at an election held in the Community Facilities District on May 26, 2020,the qualified electors within the Improvement Area duly authorized the issuance of thirty- six million dollars ($36,000,000) plincipal amount of special tax bonds for the Improvement Area for the purpose of financing such public facilities and services; and WHEREAS, the qualified electors in the Improvement Area at such election additionally authorized the levy and collection of a special tax to be used for the purpose, among others, of paying the interest on arrd priricipal of and redemption premiums, if any, on such special tax bonds; and
WHEREAS , at an electiol held in the Improvement Area on March 28,2A23, the qgalified electors within the Improvement Area duly approved the amendment of the rate and method of apportionment and manner of colleclion of the Special Tax for the Improvement Area; and
WHEREAS, the Community Facilities District has determined to issue dollars ($[Par Amor"rnt]) principai amount of such special tax bonds for the Improvement Area (tbe"2024 Bonds" and, together with any Additional Bonds (defined herein), the "Bonds") pursuant hereto and to secure the
purpose of paying for such public facilities; and
Bonds in the manner provided herein, and for the
WHEREAS, the Folsom Ranch Financing Authority (the "Authority") has agreed to pulchase the Bonds pursuant to a Local Obligation Purchase Contract between the Authority and the Commurity Facilities District datecl [Sale Date], with a porlion of the proceeds of the Authority,s City of Irolsom Commurrity Facilities District No. 23 (Folsom Ranch) Impt'ovement Area No. 2 Special Tax Revenue Bonds, Series 2024 (the "Authority Bonds"); and WI{EREAS, all thilgs necessary to cause the Bonds, when executed by the Com*runity Facilities District and authenticatecl by the Trustee and delivered as plovided herein, 4 l 65-69-10-3883 5 Page 108
12/12/2023 Item No.2.
to be legal and valid special tax obligations of the Community Facilities District enforceable in accordance with their t.r,',.Ir, and to constitute the Indenture a valid agreement for the uses and pslposes herein set forth in accordance with its terms, have been done and taken, and the execution urrd O.ti.r.ry hereof and the execution and delivery of the Bonds, subject to the terms hereof, have in all lespects been duly authorized;
NOW, THEREFORE, THE INDENTURE WITNESSETH, thAt iN OTdCT tO SCCUTC the paymerrt of the interest on and principal of and redemption premiums, if any, on all Bonds at unyii*. issued and Outstanding hereunder according to their tenor, and to secure the observance and perforrnance of all the agreements, conditions, covenants and terms therein and herein set forth, a1d to declar-e the condiiions and terms upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual agreements and covenants contained hereil and of the purchase and acceptance of the Bonds by the respective Holders thereof from time to time, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Cornmunity Facilities District does hereby agree and covenant with the Trustee, for the benefit of the respective Holders from time to time of the Bonds, as follows:

ARTICLE I

DEFINITIONS LEOUAL SECURITY
Section 1.01 . Definitions. Unless the context otherwise requires, all terms defined in this Section shall for utt purpor.r tr"reof and of any Supplemental Indenture and of the Bonds and of any celtificate, opinion, report, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein:
2024 Bonds
Accoutrtant's RePot't
,'Accountant's Report" means a report signed by an Independent Certified Public Accountant.
uisition and Cons
..Acquisition and Construction Fund" means the City of Folsom Community Facilities Disrricr No. 23 (Folsom Ranch) Improvement AreaNo. 2 Special Tax Bonds Acquisition and Corrstruction Fund established pursuant to Section 2.15. *2024 Bonds" means the
principal amount of City of Folsom Community Facilities D iroptou"*.nt Area No. 2 Special Tax Bonds, Series 2024, at any ur. .*.".,1.d, authenticated and delivered in accordance with the dollars ($[Par Amount]) aggregate
istrict No. 23 (Folsom Ranch)
time Outstanding hereunder that
plovisions hereof.
2 4 I (r5-693(.)--.1 li$3 5 Page 109
12/12/2023 Item No.2.

AdditionalBonds
,,Additional Bonds" mean Bonds other than the 2024 Bonds issued hereundel in accordance with the provisions of Sections 2.02 and2'43 ' Annual Debt Service
o.Arurual Debt Service" means for each Bond Year, the surn of (a) the interest due on the O'tstanding Bonds in such Bond Year, assuming that the Bonds are retired as scheduled (including by r.eason of Minimum Sinking Fund Account Payments), and (b) the principal of the Bonds due in such Bond year (including by reason of Minimum Sinking Fund Account Payments).

Authoritv
..Authority" means the Folsom Ranch Financing Authority and its successors and assigns.

Authority Bonds
,.Authority Bonds" means the Folsorn Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Revenue Bonds, Series 2024.

Authoritv Trustee
,.Authority Trustee" means U.S. Bank Trust Company, National Association, as trustee under the Trust Agreement.

Averas e AnnUal-Dgb!-$g:'vigg
,.Average Annual Debt Service" means the average Debt Service on the Bonds payable in the .rrrr.rrf Bond Year and in all future Bond Years during which any Bonds are scheduled to be Outstanding, all as determined by the Community Facilities District under the Code and specified in writing to the Trustee'
Bond Reserve Account
,,Bond Reserve Account" means each such account within the Bond Reserve Fund refened to by that name, including the Series 2024Bond Reserve Account.

Bond Reserve Fund
,.Bond Reserve Fund" means the fund within the Special Tax Fturd referred to by that name established pursuant to Section 4.02.The Bond Reserve Fund wiil be made up solely of the Bond Reserve Account(s) established therein'
Bonds. Selial Bonds. Term Bonds
"Bonds" means 2024 Bonds and any Additional Bonds
3 4 I 65-(r930-l8ti3 i Page 110
12/12/2023 Item No.2.
..Serial Bonds" means the Bonds fol which no Minimum Sinking Fund Account Payments are established.
,.Term Bonds,, means the Bonds which are redeemable or payable on or before their' specified maturity dates from Minimum Sinking Fund Account Payments established for the p'rrrpor" of redeeming or paying such Bonds on or before theil specified rnaturity dates' Bond Year
,.Bond year,,means the twelve-month period terminating on September 1 of each year; gryicled, that the first Bond Year shall commence on the date of the execution and initial delivery of the Bonds'
Business Day
..Business Day" means any day other than (i) a Satulday or a Sl;nday or (ii) a day on which commercial banks in New York, New York, or the city in which the Corporate Trust Office of the Trustee is located, are closed'
Capital izgd Interest Accourt
,,Capitalized Interest Account" means the City of Folsom Community Facilities District No. 23 folsom Ranch) Improvement Area No. 2 Special Tax Bonds capitalized Interest Account established pursuant to Section 2'14'
Certificate of the City
.,Certificate of the City" means an instrument in writing signed by the City Manager or the Fina'ce Director, or by any otirer officer of the City duly authorized by the City Council for that purpose.

Sily
,,City', means the City of Folsom, a chafier city and municipal corporation duly organizecl and exist'ing under and by uittu. of its charter and the Constitution and laws of the State of California.

City Clerk
Citv Council
Citv Manaqer
"City Clerk" lreans the City Clerk of the City
"City Council" meaus the City Council of the City'
"City Manager" means the City Manager of the City'
4 4l(r5-(1930-38ti3 5

12/12/2023 Item No.2.

Code
..Code,,rneans the Internal Revenue Code of 1986 and the regulations issued thereunder fi.om time to time, and in this regard reference to any particular section of the code shail include reference to any successor to such section of the Code' tV Facilities District
,.Community Facilities District" means the City of Folsom Community Facilities District No. 23 (Folsom Ranch), a community facilities district duly organized and existing in the City under and by virtue of the Law'
Commurrity Faci I Lti es Fr'rnd
,.Community Facilities Fund" means the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Community Facilities Fund established pursuant to Section 4'02.
eor?orate Trust O t1-t qe
..Corporate Trusl Office" means the office of the Trustee in California designated in Section 6.01 at *iri.t, at any particular time its corporate trust business shall be administered' Costs of Issuance
.,Costs of Issuance" means all costs and expenses payable by or reimbursable to the City or the Community Facilities District that are related to the authorization, sale, execution and initial delivery of the bondr, including, but not limited to, costs of preparation and reproduction of documents, rating agency fees, filin! fees, initiai fees and charges of the Trustee (including fees and expenses of its;oir.rr.i;, legal feeJand charges and fees and charges of other consultants and professionals, together with all;osts for preparation of the Bonds, aud anyother cost or expense in connection with the authori zarion, sale, execution and initial delivery of the Bonds' Costs of Issuance Fund
.,Costs of Issuance Fund" means the City of Folsom Community Faciiities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds Costs of Issuance Fund estabiished pursuant to Section 2.16.

Debt Service
"Debt Service" lneans, for any Bond Year, the sum of (l) the interest payable during such Bo'd year. on all Outstanding Bonds, assuming that all Outstandir,g SeIial Bonds ale retired as scheduled and that all outstanding Term Bonds are redeemed or paid as scheduled at the times of and in amounts equal to the ,lr* of all Minimum Sinking Fund Account Payments- plus (2) the principal amount of all Outstanding Serial Bonds maturing by their tenns in such Bond y"ar, pius (j) tne Minimurn Sinking Fund Accouut Payment tequired to be deposited in tlie Sinking Furd Subaccount in such Bond Year'
5 1 r 65-69i0-38ti3.5

12/12/2023 Item No.2.

Devel ooed
,,Developed Proper.ty" means ail Taxable Property for which a building permit for new construction has been issued as of the date of calculation.

E T
.,Effective Tax Rate Evaluation Minirnum Facilities Reventle" has the meaning given to such term in the Rate and Method'
Event of Default
.,Event of Default" means an event described as such in Section 8.01 Facilities
.,Facilities,, means those certain public facilities authorized to be acquired and constructed in and for the Community Facilities District under and pursuant to the Law at the special election held in the Community Facilities District on May 26,2A24' Fncilities Special Tax
.,Facilities Special Tax" means the annual Special Tax to be levied in each Fiscal year on each Assessor,s parcel of Taxable Property to fund the Facilities Special Tax Requirement in accordance with the Rate and Method (each as defined in the Rate and Method)' Federal Securities
.,Federal Securities" means (a) any securities now' ol' hereafter authorized both the inter.est on and principal of which are guaranteed by the full laitli and credit of the United States of Amedca, and (b) any of the follow]ng obligations of federal agencies not guaranteed by the United States of America: (i) participation certificates or seniol debt obligations of the Federal Home Loan Mortgage Corporutlor',, (2) bonds or debentr-rres of the Fecleral Home Loan Bank Board established under the Federal Home Loan Bank Act and borrds of any federal home loan bank established under such act, and (3) stocks, bonds, debentures. participatiot:s and other obligations of or issued by the Federal National Morlgage Association. the Sludent Loan Marketing S
Expenses
..Expenses" means all expenses paid or incurred by the City or the Community Facilities District for the cost of planning and designing the Facilities, including the cost of environmental evaluations of the Facitities and the costs associated with the creation of the community Facilities District, the designation of the improvement areas therein, the issuance of the Bonds, the determination of the amiunt of the Special Tax, the collection of the Special Tax and the paymelt of the Special Tax, or costs otherwisi incurred in order to cany out the authorized purposes of the community Facilities District, and any other expenses incidenlal to the acquisition, construction, completion and inspection of the Facilities; all as determined in accordance with Generally Accepted Accounting Principles'
6 4 I (:5-(1930-3lifJ3 5

12/12/2023 Item No.2.

Association, the Gover.rrment National Mortgage Association and the Federal Horne Loan Mortgage Corporation, as and to the extent that such securities or obligations are eligible for the legal investment of City ol Conrmulity Facilities District funds.

Finance Director
"Finance Director" means the Finance Director of the City.

Fiscal Year
,'Fiscal Year" means the twelve-month period terrninating on June 30 of each year, or any other annual accounting period hereafter selected and designated by the Comrnunity Facilities District as its Fiscal Year in accordance with applicable law.

Fitch
,,Fitch" means Fitch Ratings, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors or assigns, except that if such entity shail be dissolved or iiquidated or shall no longer perform the functions of a securities rating ug.r,"y, then the term "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Community Facilities District- Gencrallv Accented ourrtitta Pri rrcinl CS
"Generally Accepted Accounting Principles" means the uniform accounting and reporting procedures .*i forth in publications of the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Goverrunental Accounting Standards Board or its successot'.

Holder
"Holder" means any person who shall be the registered owner of any Outstanding Bond, as shown on the registration books maintained by the Trustee pursuant to Section 2.09. ent Area
"lmprovement Area" means City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 2, a designated improvement area within the Community Facilities District.

Indenture
"lndenture" means this Jndentrue and all Supplemental Indentures Certified ccountant
"lndependent Certified Public Accountanl" means any certified public accountant or fir-m of such accountants duly licensed and entitled to practice and practicing as such under the 7 4 I 65-(1930-3ti83 i Page 114
12/12/2023 Item No.2.
laws of the State of california, appointed and paid by the community Facilities District, and who, or eaclr of whonr:
(1) is i' fact independent and not under the dornination of the Community Facilities District;
(Z) does not have a substantial financial intetest, direct or indirect, in the operationsoftheCommunityFacilitiesDistrict;and
(3) is not connected with the Community Facilities District as an officer or employee of the Community Facilities District, but who may be regularly retained to a-udit the accounting records of and make reports thereon to the Community Facilities District' I ndependent Conslr I tattt
,.Independent Consultant" means any consultant or firm of consultants selected by the Community Faciiities District who, or each of wirorn, (a) is generally recognized to be qualified in the field of special tax or financial consulting, (b) is in fact independent and not under the control of the community Facilities District, (c) does not have any substantial interest, direct or indirect, in the Cornmunity Facilities District, oi uny o',ler of real property illh" Community Facilities District, and (d) is not an officer or emproyee of the community Facilities District, but who may be reguiarly retained to make reports to the Comrnunity Facilities District' Law
..Law,' rneans the Mello-Roos Community Facilities Act of 1982, as amended (being Sections 53311 et seq. of the Government Code of the State of california), and aii laws amendatory thereof or supplemental thereto'
"Lien" means the aggregate principal amount of all overlapping debt and bonds (including the Bonds) outstanding ittut ut* secured by a special tax levied pursuant to the Law or a special assessment levied on property within the Improvement Area, including any overlapping debt or bonds fbr community faciiities districts or special assessment districts that is reasonably allocated to property within the Improvement Area'
l,o$al Obli{ration I'urchase Contract
,.Local Obligation Purchase Contract" means the Local Obligation Purchase Co'tract between rhe Comniupity Facilities District and the Authority providing for the sale of the 2024 Bonds.

Lien
Mayor
"Mayor" fiteans the Mayor of the City
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12/12/2023 Item No.2.

Maximum Annual Debt Service
"Maximum Annual Debt Service" rreans, as of any date of calculation, the largest Debt Service in any Bond Year during the period from the date of such calculation through the final maturity date of any Outstanding Bonds.

Maximum Facili
.,Maximum Facilities Special Tax" means the total maximum annual Facilities Special Tax, determined in accordance with the provisions of Section C of the Rate and Method, which may be levied in any Fiscal Year on any Assessor's Parcel of Taxable Property (each as defined in the Rate and Method).

Ivlinimum Sinlcing Fund Account Paynett'E
..Minimum Sinking Fund Account Payments" meatls the payments required hereunder and under all Supplemental Indentures to be deposited in the Sinking Fund Subaccount for the payment of the Term Bonds.

Moodv's
"Moody's" means Moody's Investors Service Inc., a corporation duly organized and existing under und by virtue of the laws of the State of Delaware, and its successors or assigns, except that if such entity shall be dissolved or liquidated or shall no longer perfbrm the functions of a securities rating ug"n"y, then the term "Moody's" shall be deemed to refer to any other nationally recognized secutiiies rating agency selected by the Community Facilities District.

Opinion o1'Counsel
.'Opinion of Counsel" means a written opinion of counsel (including, without lirnitation, the City Attomey of the City) retained by the Community Facilities District.

Oulstandine
,,Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 7 .A2) all Bonds except:
(a) Bonds delivered to the Trustee for cancellation and destruction pursuant to Section 10.07;
(b) Bonds paid or deemed to have been paid pursuant to Section 9.01; (c) Bonds in lieu of or in substitution for which other Bonds shall have been executed by the Community Facilities Distlict and authenticated and delivered by the Trustee pursuant to Section 2.10; and
(d) Bonds paid in accordance with the second to last paraglapli Section 2'10. 9 4 1 (15-6930-38ti3 5 Page 116
12/12/2023 Item No.2.
,.permitted Investments" means any of the following investments, as authorized by applicable law at the tirne of making such investtnent, namely:
(1) FederalSecurities;
(2) participation certificates (excluding stripped mortgage securities which are purchased at prices exceeding their principal amounts) and_ senior debt obligations of the Federal Home Loan Mortgage Corporation; consoiidated systen:-wide bonds and notes of the Farm Credit Systern; senior aebt" oungations and mortgage-backed securities (excluding stripped mortgage- backed securities which a"re purclrused at piices exceeding their principal amounts) of the Federal National Mortgage Association; senior debt obligations (excluding securities that have no fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date) of the Student Loan Marketing Association; debt obligations of the Resolution Funding Corp'; and REFCORP STRipS (stripped by the Federal Rlserve Bank of New York) (collectively, the "Agency Obligations");
(3) Direct obligations of any state of the United States of America or any subdivision or agency thereof whole long-term unssculed general obligation debt is tated "A3" or better by Moody,s and ,,A-', or bettei by Standard & poor's or any obligation fully and unconditionally guaranteed by any state or subdivision or agency thereof whose long-term, unsecured general obligation debt is rated "A3" or better by Moody's and "A-" or better by Standard & Poor's;
(4) Commercial paper (that matures in not more than three hundred sixty-five (365) days) rated ..prime-1" or better by Moody's and "A-1" or better by Standard & Poor's; (5) Deposits, Federal funds or bankers acceptances (that mature in not more than three hundred sixty-gilo" (365) days) of any domestic bank (ilcluding a bralch office of a foreign bank which branch office is locaied in tire United States of America, if the Trustee shall have received a legal opinion or opinions to the effect that full and timely payment of such deposit or similar obligation is enforceable against the principal office ol'ally branch of such barik), which:
(a) has an unsecured, uninsured and unguaranteed obligation rated ,.prime-1,, or,'Ai" or better by Moody's and "A-1" 01'"A-" or better by Standard & Poor's, or
(b) is the lead bank of a parent bank holding company with an uninsuled, .,nsecured and unguaranteed obligation meeting the rating requirements in paragraPh (a) above;
(6) Deposits in any bank or savings and loan association which has a combined capital, surplus and undivided profits of not less than ten tnillion dollars ($10,000,000); prqvldgd, that if such deposits are fully insured by the Federal Deposit Insurauce Corporation, the Banking Insurance Fund or the Savings Associaiion hrsurance Fund, or are ful1y collateraiized by Federal Securities;
Permitted lnvestments
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12/12/2023 Item No.2.
(7) Investments in a money-market fund rated "Am" ol'"Am-G" or better by Standard & Poor's, including any such fund rranaged, advised or sponsored by the Trustee or any of its affiliates but excludilg any such fund with a floating net asset value; (g) Repurchase agreements with a term of six (6) months or less with any i'stitution having long-term, .,nr".urid debl rated at least '(AA)' or coffllnercial paper rated "A-l *" by Standard & Poor's;
(9) Repurchase agreements collateralized by Federal Securities ("Collaterai Securities,,) with uny ,.gir,.red broker-dealer which is under the jurisdiction of the Securities Investors protection cofooration or any commercial bank, if such broker-deaier o' bank has uninsured, unsecured and unguaranteed debt rateci "Prime-1" or "A3" or better by Moody's and c'A-l" or "A-" or better by Standard & Poor'si prnvidecl, that:
(a) a master repurchase agreement or other specific written repurchase agreement govems the transaction;
(b) the collateral Securities are held free and clear of any other lien by the Trustee o,. *'ind.pendent third party acting solely as agent for. the Trustee' so long as any such third party (A) is (1) a Federal Reserve Bank or (2) a bank which is a member of the Federal Deposit Inrururr"e Corporation and which has combined capital, surplus and undivided profit. of not less than twenty-five million dollars ($25,000,000), and (B) certifies in writing to the Trustee (or delivers to the Trustee a written opinion of counsel to such third party) ihat such third party holds the Collateral Securities free and clear of any lien, as agent for the Trustee;
(c) a perfected first security interest under the Uniform Commercial Code is created'in, o, book-entry procedures prescribed at 31 C.F.R. 306'1 et seq' or 3i C.F.R. 350.0 et seq. are foilowei with respect to, the Collateral Securities for tire benefit of the Trustee,
(d) such repurchase agreement has a temr of thiriy (30) days or less; (e) such repurchase agreement matures at least ten (10) days (or other appropriate liquidation period) prior to each interest payment date on the Bonds; (0 the fair market value of the Collateral Securities in relatiotr to the amount of the repur"hase obligation, including principal and interest, is equal to at least one hutrdred three percent (103%); and
(g) the Trustee obtains an opinion of counsel to sr-tch br"oker-dealer or ba'k (whicn opi"nior. shall be addressed to the Community Facilities District) to lhe effect that such repurchase agreement is a legal, valid,'binding and enforceable agreelnent of such broker-deal., or. bankland, in the caie of a bank which is a branch of a fbreigll bank, of such foreign bank) in accordance with its terms;
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12/12/2023 Item No.2.
(10) Shares i1the California Asset Management Plogram (establislied put'suant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California) that invests exclusively in investments pennitted by Section 53635 of the Governtnent Code of the State of California, as now existing and as it may be amended fi'oni time to time; and (11) Investments in the Local Agency Investment Fund maintained by lhe California State Treasurer, which such investments shall only be invested in the special portion of the Local Agency Investment Fund for bond proceeds that are not subject to arbitrage restrictions.

Priority Adlrrinistrative Expenses
,.priority Administrative Expenses" means an amount equal to (a) for Fiscal Year 2023-24, $20,000, and (b) for any subsequent Fiscal Year, the amount resulting from increasing the prioiity Administrative Expenses on each July 1, from and including the July I immediately lbllowing the end of the then current Fiscal Yeal to and including the July 1 in such Fiscal Year by 2% of the amount in effect for the previous Fiscal Year' Proceeds fUnd
,.Proceeds Fund" mealls the temporary account referred to by that name established pursuant to Section 2.13.

Rate and Method
"Rate and Method" means the amended rate and method of apportionment of special tax for the Improvement Area'
Rebate Fund
..Rebate Fund" mearis the City of Folsom Community F'acilities District No. 23 (Folsom Ranch) Improvement Area No. 2 Special Tax Bonds Rebate Fund established pursuant to Section 5.03.

Redemption Account
"Redemption Account" means the account within the Special Tax Fund referred to by that name established pursuant to Section 4.02.

Required Boncl Resgrve
"Required Bond Reserve" lneans: for each applicable series of Bonds, as of any date of calculation,ihe least of (a) Maximum Annual Debt Service- (b) one hundred twenty-five percent (125%) of the Average Annual Debt Service or (c) ten percent (10%) of the original proceeds'of such series of Bonds; Uq_y_idecl, that the Required Bond Reserve shall be calculated on the date of issuance of each series of Bonds and shallnot increase thereafter; and ppy-id.9.d-fu$b9l, that such requirement (or any portion thereof) may be satisfied by the provision of one or more policies of municipal bond insurance ol surety bonds issued by a municipal bond insurer or by a letter of credit issuecl by a bank, the obligations insured by whicli insurer or issued by which bank, 4 t65-(>9i0--1883.5
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