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(e) Any previously undisclosed legislative, adminis trative or judicial challenges to development on the Property, if such challenges wou ld prevent or significantly delay the Developer’s Development Plan as described in the Official Statement or a more recently filed Semiannual Report.
Whenever the Developer obtains knowledge of the occ urrence of a Listed Event, the Developer shall as soon as possible determine if such event w ould be material under applicable federal securitie s laws. If the Developer determines that knowledge o f the occurrence of a Listed Event would be materia l under applicable federal securities laws, the Devel oper shall promptly file a notice of the occurrence of such Listed Event with the MSRB in electronic forma t, accompanied by such identifying information as is prescribed by the MSRB.
SECTION 6. Assumption of Obligations. If any porti on of the Property owned by the Developer, or any Affiliate of the Developer, is co nveyed such that, upon such conveyance, such new owner will be a Major Developer, the obligations of the Developer under this Disclosure Certificate wi th respect to the Property transferred by the Develope r shall be assumed by such Major Developer pursuant to an Assumption Agreement.
SECTION 7. Termination of Reporting Obligation. Al l of the Developer’s obligations under this Disclosure Certificate shall terminate upon th e earliest to occur of (a) the legal defeasance, pr ior redemption or payment in full of all the Bonds, (b) the date on which (i) the Developer is no longer a Major Developer, or (i) all of the Developer’s obli gations are assumed under one or more Assumption Agreements entered into pursuant to Section 6 hereo f, or (iii) the date on which all Special Taxes lev ied on the Property owned by the Developer and its Affi liates are paid or prepaid in full. Upon the occurrence of any such termination prior to the fin al maturity of the Bonds, the Developer shall give notice of such termination in the same manner as for a Listed Event under Section 5 hereof.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision hereof, the Developer may amend provisions of this Disclosure C ertificate and any provision hereof may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provi sions of Sections 3, 4 or 5 hereof, it may be made in connection with a change in circumstance s that arises from a change in legal requirements, change in law; and
(b) The proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Trust Agreement for amendmen ts to the Trust Agreement with the consent of holders, or (ii) does not, in the opinion of bond c ounsel approved by the District, materially impair the interests of the holders or beneficial owners of the Bonds.
SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Developer from disseminating any oth er information, using the means of dissemination se t forth in this Disclosure Certificate or any other m eans of communication, or including any other information in any Semiannual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Developer chooses to include any information in an y Semiannual Report or notice of occurrence of a List ed Event in addition to that which is specifically required by this Disclosure Certificate, the Develo per shall have no obligation under this Disclosure Certificate to update such information or include i t in any future Semiannual Report or notice of occurrence of a Listed Event.
SECTION 10. Dissemination Agent. The Developer may , from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and
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may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by provi ding 30 days’ written notice to the Developer. The Developer shall be responsible for paying the fees and expenses of the Dissemination Agent.
SECTION 11. Default. In the event of a failure of the Developer to comply with any provision of this Disclosure Certificate, any holder or benef icial owner of the Bonds may take such actions as m ay be necessary and appropriate, including seeking mandate or specific performance by court order, to cau se the Developer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Certificate in the eve nt of any failure of the Developer to comply with t his Disclosure Certificate shall be an action to compel performance.
SECTION 12. Beneficiaries. This Disclosure Certifi cate shall inure solely to the benefit of the Developer, the Participating Underwriter, the District and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other Person.
SECTION 13. Notices. Any notices or communications to the Developer and the other parties described herein may be given as set forth in Exhibit A hereto or such other address that shall be specified by the Developer or the other parties described herein from time to time.
SECTION 14. Governing Law. This Disclosure Certifi cate and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Certificate as of the day and year written above.
TOLL WEST INC., which will do business in
California as TOLL BROTHERS WEST INC., a
Delaware corporation
By: _________________________________________
Gregory S. Van Dam,
Assistant Secretary
By: _________________________________________
Scott Esping,
Division President
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EXHIBIT A TO CONTINUING DISCLOSURE CERTIFICATE – TOLL BROTHERS Any notices or communications to the Developer or t he other parties described in the Continuing Disclosure Certificate – Toll Brothers may be given as follows:
To the Developer: Toll West Inc. which will do busi ness in California as Toll Brothers West Inc., a Delaware corporation
110 Woodmere Road, Suite 120
Folsom, CA 95630
Attention: Greg Van Dam, P.E., Vice President, Land Development Email: [email protected]
Phone: (916) 461-4412
With a copy to:
O’Neil LLP
19800 MacArthur Blvd., Suite 650
Irvine, CA 92612
Attention: Sandra Galle
Email: [email protected]
Phone: (949) 798-0725
To the Issuer: Folsom Ranch Financing Authority
c/o City of Folsom
50 Natoma Street
Folsom, CA 95630
Attention: Stacey Tamagni
Email: [email protected]
Phone: (916) 461-6081
To the Participating
Underwriter:
Piper Sandler & Co.
3626 Fair Oaks Blvd., Suite 100
Sacramento, CA 95864
Attention: Dennis McGuire
Email: [email protected]
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APPENDIX E
PROPOSED FORM OF OPINION OF BOND COUNSEL
Upon issuance of the Bonds, Stradling Yocca Carlson & Rauth LLP, Bond Counsel, proposes to render its final approving opinion in substantially the following form:
[Closing Date]
Folsom Ranch Financing Authority
Folsom, California
Folsom Ranch Financing Authority
City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7
Special Tax Revenue Bonds, Series 2026
(Final Opinion)
Ladies and Gentlemen:
We have acted as bond counsel to the Folsom Ranch F inancing Authority (the “Issuer”) in connection with the issuance by the Issuer of it s $________ City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 (the “Bonds”) pursuant to the provisions of Article 4 (c ommencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Bond Law”), and pursuant to a trust agreement, dated as of May 1, 2026 (the “Trust Agre ement”), among the Issuer, the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “Community Facilities District”) and U.S.
Bank Trust Company, National Association, as truste e (the “Trustee”). The Bonds will be secured by the Trust Estate, pursuant to the Trust Agreement. We have examined the law and such certified proceedings and other documents, agreements, opinions and matte rs as we deem necessary to render this opinion.
This opinion is based on current statutory and cons titutional law and published court decisions as of the date hereof. Capitalized terms not otherwise defin ed herein shall have the meanings ascribed thereto in the Trust Agreement.
As to questions of fact material to our opinion, we have relied upon representations of the Issuer, the City of Folsom (the “City”) and the Com munity Facilities District contained in the Trust Agreement and in the certified proceedings and cert ifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation.
We have assumed the genuineness of all documents an d signatures presented to us, the authenticity of documents submitted as originals an d the conformity to originals of documents submitte d as copies. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the
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opinions referred to in the preceding paragraphs of this opinion. Furthermore, we have assumed compliance with all covenants and agreements contai ned in the Trust Agreement. We call attention to th e fact that the rights and obligations under the Bond s, the Trust Agreement and the Tax Certificate may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ righ ts, by the application of equitable principles and the exercise of judicial discretion in appropriate case s and by the limitations on legal remedies against cities and public agencies in the State of California.
We express no opinion herein with respect to any indemnification, contribution, choice of law, choice of forum, penalty or waiver provisions contained in the Bonds or the Trust Agreement; nor do we express any opinion with respect to the state or quality of title to any of the real or personal pr operty described in the Trust Agreement, or the accuracy o r sufficiency of the description contained therein, or the remedies available to enforce liens on, any such property contained therein.
Based upon the foregoing we are of the opinion, under existing law, as follows:
1. The Issuer is a joint exercise of powers authori ty duly organized and validly existing under the laws of the State of California with the full power to enter into the Trust Agreement, to perform the agreements on its part contained therein and to issue the Bonds.
2. The Trust Agreement has been duly authorized and approved by the Issuer and the Trust Agreement constitutes the valid and binding o bligation of the Issuer enforceable against the Iss uer in accordance with their respective terms. The Trust Agreement creates a valid pledge of the Trust Est ate, subject to the provisions of the Trust Agreement.
3. The Bonds have been duly and validly authorized by the Issuer and are legal, valid and binding limited obligations of the Issuer, enforcea ble in accordance with their terms and the terms of the Trust Agreement. The Bonds are limited obligations of the Issuer payable solely from the Trust Estate as provided in the Trust Agreement, but are not a debt of the Community Facilities District, the City, th e State of California or any other political subdivis ion thereof within the meaning of any constitutiona l or statutory limitation, and, neither the faith and cr edit nor the taxing power of the City, the State of California, or any of its political subdivisions is pledged for the payment thereof. The Issuer has no general taxing power.
4. Under existing statutes, regulations, rulings an d judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on t he Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals; however, it sho uld be noted that with respect to applicable corporations as defined in Section 59(k) of the Int ernal Revenue Code of 1986, as amended (the “Code”) , interest (and original issue discount) with respect to the Bonds might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed on such corporations.
5. Interest (and original issue discount) on the Bo nds is exempt from personal income taxes imposed in the State of California.
6. The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is to be sold to the public) and the stated redemption price at matu rity with respect to such Bond constitutes original issu e discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bond Owner before receipt of cash
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attributable to such excludable income. The amount of original issue discount deemed received by a Bond Owner will increase the Bond Owner’s basis in the a pplicable Bond. Original issue discount that accrue s to the Bond Owner is excluded from the gross income of such owner for federal income tax purposes, is not an item of tax preference for purposes of calcu lating the federal alternative minimum tax imposed on individuals (as described in paragraph (5) above) a nd is exempt from State of California personal inco me tax.
7. The amount by which a Bond Owner’s original basi s for determining loss on sale or exchange in the applicable Bond (generally the purc hase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizabl e Bond premium which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bond Owner’s basis in the applicable Bond (and the amount of tax-exempt interest received), a nd is not deductible for federal income tax purpose s.
The basis reduction as a result of the amortization of Bond premium may result in a Bond Owner realizing a taxable gain when a Bond is sold by the owner for an amount equal to or less (under certai n circumstances) than the original cost of the Bond t o the owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computa tion and collateral consequences of amortizable bon d premium.
The opinions expressed in paragraphs 4 and 6 above as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on the Bonds are base d upon certain representations of fact and certificat ions made by the Issuer, the City, the Community Facilities District and others and are subject to t he condition that the Issuer, the City, the Communi ty Facilities District comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds to assure that such interest (and original issue discount) will not become includable in gross income for federal income tax purposes. Fa ilure to comply with such requirements of the Code might cause interest (and original issue discount) on the Bonds to be included in gross income for fed eral income tax purposes retroactive to the date of issu ance of the Bonds. The Issuer, the City, and the Community Facilities District have covenanted to co mply with all such requirements. Except as set fort h in paragraphs 4, 5, 6 and 7 above, we express no opinion as to any tax consequences related to the Bonds.
Certain requirements and procedures contained or re ferred to in the Trust Agreement and the Tax Certificate may be changed, and certain act ions may be taken, under the circumstances and subject to the terms and conditions set forth in th e Trust Agreement and the Tax Certificate, upon the advice or with the approving opinion of counsel nat ionally recognized in the area of tax-exempt obligations. We express no opinion as to the effect on the exclusion of interest on the Bonds from gro ss income for federal income tax purposes on and after the date on which any such change occurs or action is taken upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth LLP.
Our opinion is limited to matters governed by the l aws of the State of California and federal law. We assume no responsibility with respe ct to the applicability or the effect of the laws o f any other jurisdiction.
The opinions expressed herein are based upon an ana lysis of existing statutes, regulations, rulings and judicial decisions and cov er certain matters not directly addressed by such authorities. We call attention to the fact that the foregoing opinions may be affected by actions take n (or not taken) or events occurring (or not occurring) a fter the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken (or not taken) or do occur (or do not occur). Our engagement with respect to the B onds terminates upon their issuance, and we disclaim any obligation to update the matters set forth herein.
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We express no opinion herein as to the accuracy, co mpleteness or sufficiency of the Official Statement or other offering material relat ing to the Bonds. We expressly disclaim any duty to advise the owners of the Bonds with respect to the matters contained in the Official Statement and any other offering material relating to the Bonds.
Respectfully submitted,
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APPENDIX F
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The description that follows of the procedures and recordkeeping with respect to beneficial ownership interests in the Bonds, payment of princi pal of, premium, if any, and interest on the Bonds to Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in the Bonds, and other related transactions by and between DTC, Participants and Beneficial Owners, is based on information furnished by DTC which the Authority believes to be reliable, but the Authority does no t take responsibility for the completeness or accurac y thereof. The Authority cannot and does not give a ny assurances that DTC, DTC Participants or Indirect P articipants will distribute to the Beneficial Owner s either (a) payments of principal, premium, if any, and interest with respect to the Bonds or (b) certificates representing ownership interests in or other confirmation of ownership interests in the Bonds, or that they will so do on a timely basis or that DTC, DTC Parti cipants or DTC Indirect Participants will act in th e manner described in this Official Statement. The c urrent “Rules” applicable to DTC are on file with t he Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.
The Depository Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-regis tered securities registered in the name of Cede & C o. (DTC’s partnership nominee) or such other name as m ay be requested by an authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity of the Bonds in the aggre gate principal amount of such maturity, and will be depo sited with DTC. If, however, the aggregate princip al amount of any maturity exceeds $500 million, one ce rtificate will be issued with respect to each $500 million of principal amount, and an additional cert ificate will be issued with respect to any remainin g principal amount of such maturity.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organiza tion” within the meaning of the New York Banking Law, a member of the Federal Reserve System , a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “cleari ng agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 19 34. DTC holds and provides asset servicing for ove r
3.5 million issues of U.S. and non-U.S. equity issu es, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlemen t among Direct Participants of sales and other securities transactions in deposited securities, th rough electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. Thi s eliminates the need for physical movement of securities certificates. Direct Participants inclu de both U.S. and non-U.S. securities brokers and de alers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corpo ration (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation a nd Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access t o the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations t hat clear through or maintain a custodial relations hip with a Direct Participant, either directly or indir ectly (“Indirect Participants”). DTC has a Standar d & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities an d Exchange Commission. More information about DTC can be found at www.dtcc.com.
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Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (the “Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Partici pant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting o n behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds depos ited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee , Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. (or such oth er DTC nominee) do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Par ticipants to whose accounts such Bonds are credited , which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by D TC to Direct Participants, by Direct Participants to Indirect Participants, and by Direc t Participants and Indirect Participants to Benefic ial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notice s of significant events with respect to the Bonds, such as redemptions, tenders, defaults and proposed amen dments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain th at the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the re gistrar and request that copies of notices be provi ded directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nomin ee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omni bus Proxy).
Principal, redemption price, and interest payments with respect to the Bonds will be made to Cede & Co., or such other nominee as may be request ed by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding deta il information from the Authority on a payable date in accordance with their respective holdings shown on DTC records. Payments by Participants to Beneficia l Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the respon sibility of such Participant and not of DTC or its nominee, the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, re demption price and interest to Cede & Co. (or such
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other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such paym ents to Direct Participants shall be the responsibi lity of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depos itory with respect to the Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, bond certificates are required to be printed and delivered.
The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In tha t event, bond certificates will be printed and deli vered to DTC.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Authority deems reliable, but the Authority takes no responsibility for the accu racy thereof.
THE TRUSTEE, AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE
BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES ONLY TO CEDE & CO., OR ITS SUCCESSOR AS DTC’S PARTNERSHIP NOMINEE. ANY FAILURE OF CEDE & CO., OR ITS SUCCESSOR AS DTC’S PARTNERSHIP NOMINEE TO ADVISE ANY
PARTICIPANT, OR OF ANY PARTICIPANT TO NOTIFY ANY BE NEFICIAL OWNER OF ANY
NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT TH E VALIDITY OR
SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDE MPTION OF THE BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE.
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APPENDIX G
APPRAISAL
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Attachment 6
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OH&S DRAFT
03/30/26
4163-3324-5030
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 2 3
(FOLSOM RANCH) IMPROVEMENT AREA NO. 7
SPECIAL TAX BONDS, SERIES 2026
LOCAL OBLIGATION PURCHASE CONTRACT
May [__], 2026
City of Folsom
Community Facilities District No. 23
(Folsom Ranch)
City of Folsom, City Hall
50 Natoma Street
Folsom, California 95630
Ladies and Gentlemen:
The undersigned Folsom Ranch Financing Authority (t he “Authority”) offers to enter into this Local Obligation Purchase Contract (the “Local Obligation Purchase Contract”) with you, the City of Folsom Community Facilities D istrict No. 23 (Folsom Ranch) (the “Community Facilities District”), which, upon acceptance, will be binding upon the Community Facilities District and the Authority; an d except as otherwise provided herein, all capitalized terms used herein shall have the meanin gs attributed to them in the Indenture, dated as of May 1, 2026 (the “Indenture”), between the Co mmunity Facilities District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
1. Purchase, Sale and Delivery of the Obligations.
(a) Subject to the terms and conditions and in reli ance upon the representations and agreements set forth herein, the Authority hereby agrees to purchase from the Community Facilities District, and the Community Fa cilities District hereby agrees to sell to the Authority, all (but not less than all) of the $[________] aggregate principal amount of the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Bonds, Series 2026 (the “Local Obligations”) is sued under the Indenture, dated the date of their initial delivery, bearing interest payable on the dates and at the interest rates, and maturing on the dates and in the amounts and subject to the optional, extraordinary and mandatory redemption provisions, as set forth in Exhibit A attached hereto and incorporated herein.
The purchase price for the Local Obligations shall be $[________], which purchase price shall be paid from the proceeds of s ale of the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026, issued unde r the Trust Agreement, dated as of May 1, 2026, by and among the Authority, the Community Fac ilities District and U.S. Bank Trust
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Company, National Association, as trustee (the “Tru st Agreement”), which bonds issued under the Trust Agreement are referred to herein as the “Authority Bonds.” The Local Obligations shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in the Indenture. (b) At 8:30 a.m., California time, on May [__], 202 6, or at such earlier or later time or date as shall be agreed by the Community Fa cilities District and the Authority (such time and date being herein referred to as the “Closing D ate”), the Community Facilities District will deliver to the Authority at the offices of Stradlin g Yocca Carlson & Rauth LLP, Sacramento, California (or such other location as may be design ated by the Authority and approved by the Community Facilities District) the Local Obligation s in definitive forms, duly executed by the Community Facilities District and authenticated by the Trustee, and will deliver to the Authority the other documents herein mentioned; and the Autho rity will accept such delivery and pay the total purchase price of the Local Obligations as se t forth in paragraph (a) of this section as provided in the Indenture (such delivery and payment being herein referred to as the “Closing”).
2. Representations and Agreements of the Community Facilities District.
The Community Facilities District represents to and agrees with the Authority that:
(a) The Community Facilities District is and will b e at the Closing Date duly organized and existing as a community facilities di strict under and by virtue of the laws of the State of California, with full power and authority to issue the Local Obligations and to carry out and consummate the transactions contemplated by the Local Obligations, this Local Obligation Purchase Contract, the Indenture and the Trust Agre ement (collectively, the “Financing Documents”), and the Financing Documents are and wi ll be at the Closing Date valid and binding obligations of the Community Facilities District; (b) When delivered to and paid for by the Authority at the Closing in accordance with the provisions of this Local Obligation Purchase Contract, the Local Obligations will have been duly authorized, executed, issued an d delivered and will constitute valid and binding obligations of the Community Facilities Dis trict in conformity with, and entitled to the benefit and security of, the Indenture;
(c) By official action of the Community Facilities District, prior to or concurrently with the acceptance hereof, the Commun ity Facilities District has authorized and approved the execution and delivery of the Financin g Documents, and authorized and approved the performance by the Community Facilities Distric t of the obligations on its part contained in the Financing Documents and has authorized and appr oved the consummation by the Community Facilities District of all other transact ions contemplated by this Local Obligation Purchase Contract;
(d) There is no action, suit, proceeding, inquiry o r investigation, at law or in equity, before or by any court, governmental agency , public board or body, pending or, to the knowledge of the Community Facilities District, thr eatened against the Community Facilities District or its properties or operations (i) seekin g to restrain or enjoin the issuance, sale, execution or delivery of the Local Obligations, (ii) in any way contesting or affecting the validity
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or enforceability of any of the Financing Documents , any proceedings of the Community Facilities District taken concerning the issuance o r sale of the Local Obligations, the collection of the special tax securing the Local Obligations ( the “Special Tax”) or the existence or powers of the Community Facilities District relating to th e issuance of the Local Obligations or (iii) which, if determined adversely to the Community Fac ilities District or its interests, would have a material and adverse effect on the consummation of the transactions contemplated by or the validity of the Financing Documents or on the opera tions of the Community Facilities District with respect to the Local Obligations;
(e) The execution and delivery of the Financing Doc uments, and the consummation of the transactions therein and herein contemplated, and the fulfillment of or compliance with the terms and conditions thereof an d hereof, will not conflict with or constitute a violation or breach of or default (with due notic e or the passage of time or both) under any applicable law or administrative rule or regulation , or any applicable court or administrative decree or order, or any indenture, mortgage, deed o f trust, loan agreement, lease, contract or other agreement or instrument to which the Communit y Facilities District is a party or by which it or its properties are otherwise subject or bound , or result in the creation or imposition of any prohibited lien, charge or encumbrance of any natur e whatsoever upon any of the property or assets of the Community Facilities District, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would m aterially and adversely affect the consummation of the transactions contemplated by the Financing Documents or the operations of the Community Facilities District with respect to the Local Obligations; (f) The Community Facilities District is not in bre ach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement , indenture, bond, note, resolution, agreement or other instrument to which the Communit y Facilities District is a party or is otherwise subject, which breach or default may have consequences that would materially and adversely affect the consummation of the transactio ns contemplated by the Financing Documents, and no event has occurred and is continu ing which, with the passage of time or the giving of notice, or both, would constitute such a breach or default under any such instrument; (g) All approvals, consents, authorizations, certif ications and other orders of any governmental authority, board, agency or commis sion having jurisdiction, and all filings with any such entities, which would constitute cond itions precedent to or the failure to obtain which would materially adversely affect the performance by the Community Facilities District of its obligations under the Financing Documents have been duly obtained, and no further consent, approval, authorization or other action or filing w ith or by any governmental or regulatory authority having jurisdiction over the Community Fa cilities District is or will be required for the issue and sale of the Local Obligations or the cons ummation by the Community Facilities District of the other transactions described in the Financing Documents; (h) The Special Tax constituting the security for t he Local Obligations has been duly and lawfully authorized under and pursuan t to the Mello-Roos Community Facilities District Act of 1982 (the “Act”) within Improvement Area No. 7 of the Community Facilities District (the “Improvement Area”) and such Special Tax is secured by a valid and legally binding continuing lien on the land subject to the Special Tax as provided in the Act;
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(i) The City Council, as legislative body of the Co mmunity Facilities District, has authorized and will annually levy and collect t he Special Tax, in addition to amounts necessary to pay debt service on the Local Obligati ons, in an amount sufficient (subject to any maximum special tax permitted by law) to pay the Ex penses arising directly from the administration or enforcement of the Local Obligations.
The execution and delivery of this Local Obligation Purchase Contract by the Community Facilities District shall constitute a re presentation by the Community Facilities District to the Authority that the representations and agreements contained in this Section 2 are true as of the date hereof; provided, that as to all matters of law the Community Facilities District is relying on the advice of counsel to the Communit y Facilities District; and provided further, that no member of the City Council, as legislative body of the Community Facilities District, shall be individually liable for the breach of any representation, warranty or agreement contained herein.
3. Conditions to the Purchase of the Local Obligati ons by the Authority. The obligation of the Authority to accept delivery of and pay for the Local Obligations on the Closing Date shall be subject, at the option of the Authori ty, to (i) the accuracy in all material respects of the representations and agreements on the part of t he Community Facilities District contained herein as of the date hereof and as of the Closing Date, (ii) the accuracy in all material respects of the statements of the officers and other officia ls of the City for and on behalf of the Community Facilities District made in any certifica tes or other documents, furnished pursuant to the provisions hereof, and (iii) the performance by the Community Facilities District of its obligations to be performed hereunder at or prior t o the Closing Date and to the following additional conditions:
(a) At the Closing Date, the Financing Documents sh all be in full force and effect in the form heretofore submitted to the Auth ority and there shall have been taken in connection with the issuance of the Local Obligatio ns and with the transactions contemplated thereby and by this Local Obligation Purchase Contr act, all such actions as, in the opinion of Stradling Yocca Carlson & Rauth LLP (“Bond Counsel”), shall be necessary and appropriate; (b) At the Closing Date, the Financing Documents sh all not have been amended, modified or supplemented, except as may have been agreed to by the Authority; (c) At or prior to the Closing Date, the Authority and the Trustee shall have received the following documents, in each case sati sfactory in form and substance to the Authority:
(1) An executed copy of each of the Financing Do cuments; (2) An unqualified approving opinion of Bond Cou nsel, dated the Closing Date and addressed to the Community Facilities District, as to the validity of the Local Obligations;
(3) An opinion of the City Attorney, dated the C losing Date and addressed to the Community Facilities District and the Authority, in substantially the form
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attached hereto as Exhibit B; and
(4) Such additional legal opinions, certificates , proceedings, instruments and other documents as the Authority or Bond Counsel may reasonably request to evidence compliance by the Community Facilities Dis trict with legal requirements, the truth and accuracy, as of the Closing Date, of the representa tions of the Community Facilities District contained herein, and the due performance or satisf action by the Community Facilities District at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Community Facilities District.
If the Community Facilities District shall be unable to satisfy the conditions to the Authority’s obligations contained in this Local Obl igation Purchase Contract, this Local Obligation Purchase Contract shall terminate and ne ither the Authority nor the Community Facilities District shall have any further obligation hereunder.
4. Expenses. All expenses and costs of the Communi ty Facilities District and the Authority incident to the authorization, is suance and sale of the Local Obligations and the Authority Bonds, including fees and expenses of consultants, the Trustee, the appraiser, Bond Counsel and counsel for the Community Facilities Di strict and the underwriting fees and expenses incurred by the Authority in connection wi th the sale of the Authority Bonds shall be paid by the Community Facilities District or the Ci ty on its behalf, and the Community Facilities District agrees that it will pay such expenses and costs from the proceeds of the Local Obligations.
5. Notices. Any notice or other communication to b e given to the Community Facilities District under this Local Obli gation Purchase Contract may be given by delivering the same in writing at the Community Fac ilities District’s address set forth above, Attention: Finance Director, and any such notice or other communications required to be given to the Authority may be given by delivering the sam e in writing to the Authority at 50 Natoma Street, Folsom, California 95630, Attention: Treasu rer. The approval of the Authority when required hereunder or the determination of their sa tisfaction as to any document referred to herein shall be in writing signed by the Authority and delivered to the Community Facilities District.
6. Parties In Interest; Governing Law. This Local Obligation Purchase Contract is made solely for the benefit of the Comm unity Facilities District, the Authority and the Trustee and no other persons, partnership, asso ciation or corporation shall acquire or have any right hereunder or by virtue hereof. This Loca l Obligation Purchase Contract shall be governed by the laws of the State of California.
7. Pledge; Assignment. The Community Facilities Di strict hereby approves the pledge and assignment of all the Authority’s ri ght, title and interest in the Local Obligations to the Trustee under the Indenture for the benefit of the owners of the Authority Bonds.
8. Limitation on Liability. The Authority shall in cur no liability hereunder or by reason hereof or arising out of the transactions contemplated hereby, and shall be under no obligation to purchase the Local Obligations hereun der, except from proceeds of the Authority
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Bonds available therefor held by the Trustee under, and subject to the conditions set forth in, the Indenture. The Community Facilities District shall incur no liability hereunder or by reason hereof or arising out of the transactions contempla ted hereunder, except as otherwise provided in Sections 4 and 5 hereof, or be obligated to make an y payments with respect to the Local Obligations, except from amounts pledged to the pay ment of the Local Obligations (including the Special Tax levied and collected in the Improvement Area) pursuant to the terms thereof.
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9. Counterparts. This Local Obligation Purchase Co ntract may be signed in two or more counterparts; all such counterparts, wh en signed by all parties, shall constitute but one single agreement.
FOLSOM RANCH FINANCING AUTHORITY
By _______________________________________
Stacey Tamagni
Treasurer
ACCEPTED AND AGREED TO:
CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH)
By _______________________________________
Stacey Tamagni
Finance Director of the City of Folsom
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Exhibit A
Local Obligations Maturity Schedule and Redemption Provisions Maturity Schedule
Maturity Date
(September 1 ) Principal Amount Interest Rate
$ %
*
* Term Bonds
Redemption Provisions
Extraordinary Redemption. The Local Obligations ar e subject to extraordinary redemption by the Community Facilities District pri or to their respective maturity dates, as a whole or in part on any interest payment date on or after [September 1, 2026], from funds derived by the Community Facilities District from p repayments of the Special Tax, upon mailed notice as provided in the Indenture, at the followi ng redemption prices (computed upon the principal amount of the Local Obligations or portio ns thereof called for redemption) together with accrued interest thereon to the date fixed for redemption, to wit:
103% if redeemed on an interest payment date on or after [September 1, 2026], through [March 1, 20__];
102% if redeemed on an interest payment date on [Se ptember 1, 20__], or [March 1, 20__];
101% if redeemed on an interest payment date on [Se ptember 1, 20__], or [March 1, 20__]; and
100% if redeemed on [September 1, 20__], or any int erest payment date thereafter.
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Optional Redemption. The Local Obligations are su bject to optional redemption by the Community Facilities District prior to their respective maturity dates as a whole or in part on any date on or after [September 1, 20__], from funds de rived by the Community Facilities District from any source other than such Minimum Sinking Fun d Account Payments deposited in the Sinking Fund Subaccount or such prepayments of the Special Tax, upon mailed notice as provided in the Indenture, at the following redempt ion prices (computed upon the principal amount of the Local Obligations or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on any date on or after [September 1, 20__], through [August 31, 20__];
102% if redeemed on any date from [September 1, 20_ _], through [August 31, 20__];
101% if redeemed on any date from [September 1, 20_ _], through [August 31, 20__]; and
100% if redeemed on [September 1, 20__], and any date thereafter.
Mandatory Sinking Fund Account Redemption of the Lo cal Obligations. The Local Obligations maturing on September 1, 20[__], are su bject to mandatory redemption by the Community Facilities District prior to their maturi ty date in part on September 1 in each of the years 20[__] through 20[__], both years inclusive; and the Local Obligations maturing on September 1, 20[__], are subject to mandatory redem ption by the Community Facilities District prior to their maturity date in part on September 1 in each of the years 20[__] through 20[__], both years inclusive, in each case solely from Mini mum Sinking Fund Account Payments deposited in the Sinking Fund Subaccount, upon mail ed notice as provided in the Indenture, at a redemption price equal to one hundred percent (100% ) of the principal amount thereof called for redemption together with accrued interest thereon to the date fixed for redemption.
Minimum Sinking Fund Account Payments are establish ed for the mandatory redemption and payment of the Local Obligations described in t he paragraph above, which payments shall become due during the years ending on the dates and in the amounts as set forth in the following schedules (except that if any of the Local Obligati ons shall have been optionally redeemed or redeemed from property owner prepayments, the amoun ts of the Minimum Sinking Fund Account Payments shall be reduced proportionately b y the principal amount of all such Local Obligations so redeemed), namely:
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Local Obligation Maturing September 1, 20[__]
Year
Ending
September 1
Minimum
Sinking Fund
Account Payment
$
*
* Maturity.
Local Obligation Maturing September 1, 20[__]
Year
Ending
September 1
Minimum
Sinking Fund
Account Payment
$
*
* Maturity.
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Exhibit B
[Form of City Attorney Opinion]
May [__], 2026
Folsom Ranch Financing Authority
Folsom, California
City of Folsom
Community Facilities District No. 23
(Folsom Ranch)
Folsom, California
Piper Sandler & Co.
Sacramento, California
U.S. Bank Trust Company, National Association
Los Angeles, California
City of Folsom Community Facilities District No. 23
(Folsom Ranch) Improvement Area No. 7
Special Tax Bonds, Series 2026
Ladies and Gentlemen:
I have served as counsel to the City of Folsom (the “City”) in connection with the issuance, sale and delivery of the above-referenced securities (collectively, the “Local Obligations”) by the City of Folsom Community Facil ities District No. 23 (Folsom Ranch) (the “Community Facilities District”), and this let ter is being delivered pursuant to the Local Obligation Purchase Contract dated as of May [__], 2026 (the “Local Obligation Purchase Contract”), by and between the Folsom Ranch Financi ng Authority (the “Authority”) and the Community Facilities District, and all capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Local Obligation Purchase Contract.
As such counsel, I have examined and am familiar wi th (i) those documents relating to the existence, organization and operati on of the Community Facilities District, including Resolution No. 10435, duly adopted by the City Council of the City (the “City Council”) on May 26, 2020, establishing the Communi ty Facilities District and designating various improvement areas therein, and Resolution N o. 10769, duly adopted by the City Council on December 14, 2021, designating Improvement Area No. 7 (the “Improvement Area”) within the Community Facilities District; (ii) Resolution No. 11344 of the City Council approving the issuance of the Local Obligations, the issuance of the Authority Bonds, the Financing Documents and the Official Statement (such resoluti ons referenced in (i) and (ii), together the “Resolutions”); (iii) all necessary documentation o f the Community Facilities District relating to the authorization, execution and delivery of the Lo cal Obligations and all of the Financing Documents; (iv) the Preliminary Official Statement, dated April [15], 2026 (the “Preliminary
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Official Statement”) relating to the Authority Bonds; (v) the Official Statement, dated April [__], 2026 (the “Official Statement”) relating to the Aut hority Bonds; and (vi) the Continuing Disclosure Certificate of the Community Facilities District, dated the date hereof (the “Continuing Disclosure Certificate”) relating to the Authority Bonds.
Based on the foregoing, I am of the opinion that:
1. The Community Facilities District is a community facilities district duly organized and existing pursuant to the Mello-Roos C ommunity Facilities Act of 1982, as amended (the “Act”), being Chapter 2.5, Part 1, Div ision 2, Title 5 of the Government Code of the State of California.
2. The Resolutions have been duly adopted at meetin gs of the City Council, acting as the legislative body of the Community Fac ilities District, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Resolutions are in f ull force and effect and have not been modified, amended, rescinded or repealed since the date of their respective adoption.
3. The Community Facilities District has the full l egal right, power and authority to execute, deliver and perform its oblig ations and duties under the Financing Documents and the Continuing Disclosure Certificate , including the right and power under the Act to execute the Indenture.
4. The Community Facilities District has complied w ith the provisions of applicable law in all matters relating to the trans actions contemplated by the Financing Documents and the Continuing Disclosure Certificate.
5. The Financing Documents; the Continuing Disclosu re Certificate; the Letter of Representations of the Community Faciliti es District, dated May [__], 2026 (the “Community Facilities District Letter of Representa tions” and, together with the Financing Documents and the Continuing Disclosure Certificate , the “Community Facilities District Documents”) and the Official Statement have each be en duly and lawfully authorized, executed and delivered by the Community Facilities District, are each in full force and effect and, assuming due authorization, execution and delivery by the other parties thereto, each constitutes a legal, valid and binding agreement of the Communi ty Facilities District enforceable against it in accordance with its terms, subject to laws relat ing to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally and to the application of equitable principles if equitable remedies are sought, to the exercise of j udicial discretion in appropriate cases and to the limitations on legal remedies against community facilities districts in the State of California.
6. The Indenture and the Local Obligations have bee n duly and validly authorized, sold, executed, authenticated and delivered, as applicable, in accordance with the Act and with the Indenture.
7. No approval, consent or authorization of any gov ernmental or public agency, authority or person is required for the exe cution and delivery by the Community Facilities District of the Financing Documents or t he Continuing Disclosure Certificate or the
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performance by the Community Facilities District of its respective obligations thereunder.
8. The execution and delivery of the Financing Docu ments and the Continuing Disclosure Certificate by the Community Facilities District, and compliance with the provisions thereof, will not conflict with or const itute a breach of, or default under, any instrument relating to the organization, existence or operation of the Community Facilities District, or any commitment, agreement or other ins trument to which the Community Facilities District is a party or by which it or its property is bound or affected, or any ruling, regulation, ordinance, resolution, judgment, order or decree to which the Community Facilities District (or any of its officers in their respective capacities as such) is subject or any provision of the laws of the State of California relating to the Community Facilities District and its affairs.
9. The Local Obligations are valid and binding spec ial tax obligations of the Community Facilities District payable from proceeds of the Special Tax and the other funds provided in the Indenture for such payment and are enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws relating to or af fecting creditors’ rights, to the application of equitable principles where equitable remedies are s ought, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against community facilities districts in the State of California, and the terms of the Act and of the Indenture.
10. Based upon my review of the Preliminary Officia l Statement, and without having undertaken to determine independently the ac curacy, completeness or fairness of the statements contained in the Preliminary Official St atement, nothing has come to my attention which would lead me to believe that the Preliminary Official Statement (excluding therefrom the financial statements and the statistical data and t he information concerning The Depository Trust Company, the book-entry system and the appendices t hereto, as to which no opinion is expressed) as of its date and as of the date of the Local Obligation Purchase Contract contained any untrue statement of a material fact with respec t to the Community Facilities District or omitted or omits to state any material fact with re spect to the Community Facilities District necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
11. Based upon my review of the Official Statement, and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has co me to my attention which would lead me to believe that the Official Statement (excluding ther efrom the financial statements and the statistical data and the information concerning The Depository Trust Company, the book-entry system and the appendices thereto, as to which no o pinion is expressed) as of its date and the date hereof contained or contains any untrue statem ent of a material fact with respect to the Community Facilities District or omitted or omits t o state any material fact with respect to the Community Facilities District necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
12. Except as may be stated in the Official Stateme nt, there is no action, suit, proceeding or investigation before or by any court, public board or body pending (notice of which has been served on the City or the Community Facilities District) or, to my knowledge,
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threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or th e Community Facilities District, or the titles of their members and officers to their respective offi ces; or (b) affect the validity of the Community Facilities District Documents or restrain or enjoin the repayment of the Local Obligations or in any way contest or affect the validity of the Commu nity Facilities District Documents or contest the authority of the Community Facilities District to enter into or perform its obligations under any of the Community Facilities District Documents or under which a determination adverse to the City or the Community Facilities District would have a material adverse effect upon the financial condition or the revenues of the City or the Community Facilities District, questions the right of the Community Facilities District to use t he Special Tax levied within the Improvement Area for the repayment of the Local Obligations or affects in any manner the right or ability of the Community Facilities District to collect or ple dge the Special Tax levied within the Improvement Area for the repayment of the Local Obligations.
Very truly yours,
City Attorney
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Attachment 7
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$__________
FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH) IMPROVEMENT AREA NO. 7
SPECIAL TAX REVENUE BONDS
SERIES 2026
BOND PURCHASE AGREEMENT
_____, 2026
Folsom Ranch Financing Authority
50 Natoma Street,
Folsom, California 95630
Ladies and Gentlemen:
Piper Sandler & Co., as underwriter (the “Underwriter ”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this “ Purchase Agreement ”) with the Folsom Ranch Financing Authority (the “Authority ”), which upon acceptance will be binding upon the Underwriter and the Authority. The agreement of the Underwriter to purchase the Bonds (as hereinafter defined) is contingent upon the Authority purchasing from the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “ Community Facilities District ”) the Community Facilities District’s Improvement Area No . 7 Special Tax Bonds, Series 2026 (the “Special Tax Bonds ”) in the aggregate principal amount of $__________ _, and upon the Authority and the Community Facilities District satisfying al l of the obligations imposed upon them under this Purchase Agreement. This offer is made subject to the Authority’s acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or before 8:00 P.M., California time, on the date hereof, and, if not so accepted, will be subje ct to withdrawal by the Underwriter upon notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. All capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for such terms in the Trust Agreement, dated as of May 1, 2026 (the “Trust Agreement ”), by and among the Authority, U.S. Bank Trust Company, National Association, as t rustee (the “ Trustee ”) and the Community Facilities District. The Special Tax Bonds are bei ng issued pursuant to an Indenture dated as of May 1, 2026 (the “District Indenture ”), by and between the Community Facilities District and U.S. Bank Trust Company, National Association, as trustee (the “District Trustee ”).
1. Purchase, Sale and Delivery of the Bonds.
Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby agrees to sell to the Underwriter all (but not less than all) of the $________ aggregate principal amount of the Folsom Ranch Financing Auth ority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 (the “ Bonds ”), dated the Closing Date (as hereinafter defined) , bearing interest at the rates and
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2 maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $___________ (being 100% of the aggregate principal amount thereof [plus/less] [net] original issue [premium/discount] of $____________ and less an Underwriter’s discount of $___________. From the proceeds of the Bonds, the Authority agrees to purchase the Special Tax Bonds from the Community Facilities Dis trict pursuant to the terms of the Local Obligation Purchase Contract (the “ Local Obligation Purchase Contract ”), dated [BPA Date], by and between the Community Facilities District and the Authority.
The Bonds shall be substantially in the form descri bed in, shall be issued and secured under the provisions of, and shall be payable from the Re venues as provided in the Trust Agreement, the Official Statement (as hereinafter defined), and th e Marks-Roos Local Bond Pooling Act of 1985, as amended, being Article 4, Chapter 5, Division 7, Ti tle 1 of the Government Code of the State of California (the “Bond Law ”). The issuance of the Bonds has been duly author ized by the Authority pursuant to Resolution No. ______-Folsom Ranch FA ( the “Authority Resolution ”) adopted by the Governing Board on April 14, 2026. The net proceed s of the Bonds will be used to purchase the Special Tax Bonds.
The Special Tax Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payab le from Special Tax (as defined in the District Indenture) as provided in the District Indenture.
The Special Tax Bonds are issued under the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Tit le 5 of the Government Code of the State of California (the “ Community Facilities District Act ”). The issuance of the Special Tax Bonds, the preparation and distribution of the Preliminary Off icial Statement and the Local Obligation Purchase Contract have been duly authorized by the City Coun cil of the City of Folsom (the “ City Council ”) acting as the legislative body for the Community Facilities District, pursuant to Resolution No. _____ (the “Community Facilities District Resolution ”) adopted on April 14, 2026. The net proceeds of the Special Tax Bonds will be used, as indicated in the District Indenture, for the following purposes:
(1) finance the acquisition of certain public facil ities; (2) fund a debt service reserve account; and (3) pay certain costs of issuance of the Bonds and the Special Tax Bonds.
Prior to the acceptance of this Purchase Agreement by the Authority, the Authority shall have caused to be delivered to the Underwriter: (i) the Letter of Representations of the Community Facilities District (the “ District Letter of Representations ”) in substantially the form set forth in Exhibit B hereto; and (ii) a Letter of Representations (the “Developer Letter of Representations ”) of Toll West Inc., which will do business in California as Toll Brothers West Inc., a Delaware corporation ( the “Developer”) in substantially the form set forth in Exhibit C hereto.
A. The Authority acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations and ag reements made by the Authority herein, by the Community Facilities District in the District Lette r of Representations and by the Developer in the Developer Letter of Representations, and the Author ity shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation or agreement made by the Authority herein is incorrect in any material respect.
The Authority acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length comme rcial transaction between the Authority and the
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3 Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underw riter has not assumed an advisory or fiduciary responsibility in favor of the Authority, the Commu nity Facilities District or the City of Folsom (the “City ”) with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority , the Community Facilities District or the City on other matters); and (iv) the Authority, the Communi ty Facilities District and the City have consulted their own legal, financial and other advisors to th e extent that they have deemed appropriate in connection with the offering of the Bonds.
B. Pursuant to the authorization of the Authority, the Underwriter has distributed copies of the Preliminary Official Statement dated [POS Date], relating to the Bonds, which, together with the cover page, inside cover page and appendic es thereto is herein called the “ Preliminary Official Statement .” By its acceptance of this Purchase Agreement, the Authority hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Authority agrees to execute a final official statement relating to the Bonds (inc luding any supplements and/or amendments thereto, the “Official Statement ”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Stradling Yocca Carlson & Rauth LLP, the Community Facilities District’s and the Authority’s Bond Coun sel (“ Bond Counsel ”) and Disclosure Counsel (“Disclosure Counsel ”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 3.N hereof. The Authority hereby authorizes the Underwriter to use and promptly distribute, in connection with the offer and sale o f the Bonds, the Preliminary Official Statement, th e Official Statement and any supplement or amendment thereto. The Authority further authorizes the Underwriter to use and distribute, in connection wi th the offer and sale of the Bonds, the Trust Agreement, the District Indenture, this Purchase Ag reement, the Local Obligation Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Authority, the Community Facili ties District or the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securit ies and Exchange Commission Rule 15c2-12(b)(5) (the “ Rule ”), the Community Facilities District will undertak e for and on behalf of the Authority pursuant to the Continuing Disclosure Certificate, in the form attached to the Official Statement as Appendix D-1 (the “ Continuing Disclosure Certificate ”), to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Authority may oth erwise agree, the Authority will deliver to the Underwriter, at the offices of Bond Counsel in Sacramento, California, or at such other location as may be mutually agreed up on by the Underwriter, the Community Facilities District and the Authority, the documents hereinafter mentioned; and the Authority will deliver to the Underwriter through the facilities of The Depositor y Trust Company (“ DTC ”) in New York, New York, the Bonds, in definitive form (all Bonds bear ing CUSIP numbers), duly executed by the Authority and authenticated by the Trustee in the manner provided for in the Trust Agreement and the Bond Law at 8:00 a.m. California time, on [Closing Date] (the “Closing Date ”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in the first paragraph of this Section by wire transfer, payable in federal o r other immediately available funds (such delivery and payment being herein referred to as the “ Closing ”). The Bonds shall be in fully registered book-
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4 entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.
2. Public Offering and Establishment of Issue Price.
A. The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial pub lic offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices.
B. The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Auth ority at Closing an “issue price” or similar certificate, together with the supporting pricing w ires or equivalent communications, substantially in the form attached hereto as Exhibit F, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by Fieldman, Rolap p & Associates, Inc. (the “Municipal Advisor ”) and any notice or report to be provided to the Authority may be provided to the Municipal Advisor.
C. Except as otherwise set forth in Exhibit A, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test ”) is sold to the public as the issue price of that maturity (if different interest rates apply wi thin a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
D. The Underwriter confirms that it has offered the Bo nds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A, except as otherwise set forth therein .
Exhibit A also sets forth, identified under the col umn “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth i n the next sentence shall apply, which will allow the Authority to treat the initial offering price to t he public of each such maturity as of the sale date as the issue price of that maturity (the “ hold-the- offering-price rule ”). So long as the hold-the-offering-price rule re mains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering pr ice to the public during the period starting on the sale date and ending on the earlier of the following:
1. the close of the fifth (5th) business day after the sale date; or
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5 2. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter shall promptly advise the Authority when it has sold 10% of that maturity of the Bonds to the public at a price that is no highe r than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
E. The Underwriter confirms that any selling group agr eement and any retail distribution agreement relating to the initial sale of the Bonds to the public, together with the rela ted pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to: (1) report the prices at which it sells to the public t he unsold Bonds of each maturity allotted to it unt il it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public; and (2) comply with the hold-the-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on: (A) in the event that a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires; and (B) in the event that a retail d istribution agreement was employed in connection with the initial sale of the Bonds to the public, t he agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the ret ail distribution agreement and the related pricing wire s. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or o f any broker-dealer that is a party to a retail distr ibution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitu te sales to the public for purposes of this section .
Further, for purposes of this section:
1. “public ” means any person other than an underwriter or a related party;
2. “underwriter ” means: (A) any person that agrees pursuant to a written contract with the Authority (or with the lead under writer to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public; and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the in itial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public);
3. a purchaser of any of the Bonds is a “related party ” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to: (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another); (ii) more than 50% common ownership of their capital interests or profits interests, if bo th entities are partnerships (including direct owne rship by one partnership of another); or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
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6 4. “sale date ” means the date of execution of this Purchase Agreement by all parties.
3. Representations and Covenants of the Authority. Th e Authority represents and covenants to the Underwriter that:
A. The Authority is a joint exercise of powers authori ty, duly organized and existing under the Constitution and laws of the State of California (the “State ”), and formed pursuant to Articles 1 through 4 (commencing with Section 65 00) of Chapter 5, Division 7, Title 1 of the Government Code (the “JPA Act ”), with full right, power and authority: (i) to enter into this Purchase Agreement; (ii) to enter into the Trust Agreement; (iii) to adopt the Authority Resolution authorizing the issuance of the Bonds and entry into this Purchase Agreement and the Trust Agreement and to take all other actions on the part of the Authority rela ting thereto (the “ Authority Proceedings ”); (iv) to issue, sell and deliver the Bonds to the Underwriter as provided herein; (v) to purchase the Special Tax Bonds; and (vi) to carry out and consummate the transactions on its part contemplated by this Purchase Agreement, the Trust Agreement and the Official Statement.
The Trust Agreement, the Bonds, the Local Obligatio n Purchase Contract and this Purchase Agreement are collectively referred to herein as the “Authority Documents .” B. By all necessary official action of the Authority, the Authority has duly authorized and approved the execution and delivery by the Authority of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents, and has approved the use by the Underwriter of the Preliminary Official Statement and the Official Statement and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the parties thereto, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable upon the Authority in accordance with their respective terms, except a s enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affectin g creditors’ rights generally. The Authority has complied, and will at the Closing Date be in compliance in all respects, with the terms of the Authority Documents that are applicable to the Authority.
C. The information in the Preliminary Official Stateme nt and in the Official Statement relating to the Authority and the Bonds ( other than statements pertaining to the book-entry system, as to which no view is expressed), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended and supplemented so as to contain no missta tement of any material fact or omission of any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading.
D. Up to and including 25 days after the End of the Un derwriting Period (as defined below), the Authority will advise the Under writer promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which conse nt will not be unreasonably withheld. The Authority will advise the Underwriter promptly of t he institution of any proceedings known to it by any governmental agency prohibiting or otherwise ma terially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. As used herein, the term
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7 “End of the Underwriting Period ” means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retai n, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be a written notice delivered to the Authority and the City at or prior to the Closing Date, and shall specify a d ate (other than the Closing Date) to be deemed the “End of the Underwriting Period.”
E. As of the time of acceptance hereof and as of the C losing Date, except as otherwise disclosed in the Official Statement, the Authority is not, and as of the Closing Date, will not be, in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject; a nd no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; which breach, default or event could have an adverse effect on the Authority’s ability to perform its obligations unde r the Authority Documents; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the Authority Documents and compliance by the Authority with the provisions of each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rul e or regulation of the State or the United States, or any applicable judgment, decree, license, permit, t rust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrumen t to which the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound; nor will any such authorization, execution, delivery or comp liance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents.
F. At the time of acceptance hereof there is, and as of the Closing Date, there will be no action, suit, proceeding, inquiry or investig ation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “Action ”) pending (notice of which has been served on the Authority) or to the knowledge of the Authority threatened, in which any such Action: (i) in any way questions the corpo rate existence of the Authority or the titles of th e officers of the Authority to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds , or the payment or collection of Revenues (as defined in the Trust Agreement) or any amounts pled ged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the Authority Documents or the consummation of the transactions on the part of the Authority contemplated thereby; (iii) contests the exclusion of the interest on the Bonds from federal or state income taxation or contests the powers of the Authority which may result in any material adve rse change relating to the financial condition of the Authority; or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any u ntrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were ma de, not misleading; and, as of the time of acceptance hereof, there is, and as of the Closing Date, there will be no known basis for any action, suit, proceeding, inquiry or investigation of the n ature described in clauses (i) through (iv) of this sentence.
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8 G. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwrit er and at the expense of the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of suc h states and other jurisdictions of the United Stat es as the Underwriter may designate; and (ii) to deter mine the eligibility of the Bonds for investment under the laws of such states and other jurisdictio ns, and will use its best efforts to continue such qualifications in effect so long as required for th e distribution of the Bonds, provided; however, tha t the Authority will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.
H. The Authority Documents conform as to form and teno r to the descriptions thereof contained in the Official Statement. The A uthority represents that the Bonds, when issued, executed and delivered in accordance with the Trust Agreement and sold to the Underwriter as provided herein, will be validly issued and outstan ding obligations of the Authority, entitled to the benefits of the Trust Agreement. The Trust Agreement creates a valid pledge of the moneys in certain funds and accounts established pursuant to the Trust Agreement, subject in all cases to the provisions of the Trust Agreement permitting the application t hereof for the purposes and on the terms and conditions set forth therein.
I. The Authority has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Authority is a bond issuer whose arbitrage certifications may not be relied upon.
J. Any certificate signed by any authorized officer of the Authority and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the Authority to the Underwriter as to the statements made therein.
K. The Authority will apply the proceeds of the Bonds in accordance with the Trust Agreement.
L. Between the date of this Purchase Agreement and the Closing Date, the Authority will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter.
M. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any, to maturity or to the date of redemption if redeemed prior to maturity, the Authority will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Trust Agreement.
N. The Preliminary Official Statement was deemed final by a duly authorized officer of the Authority prior to its delivery to t he Underwriter, except for the omission of such information as is permitted to be omitted in accord ance with paragraph (b)(1) of the Rule. The Authority hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the Authority shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of the Rule and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board.
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9 The Authority hereby approves the preparation and d istribution of the Official Statement, consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of Bond Counsel, Disclosure Counsel and the Underwriter, from time to time prior to the Closing Date.
The Authority hereby ratifies any prior use of and authorizes the future use by the Underwriter, in connection with the offering and sale of the Bon ds, of the Preliminary Official Statement, the Official Statement, this Purchase Agreement and all information contained herein, and all other documents, certificates and written statements furn ished by the Authority to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
The execution and delivery of this Purchase Agreeme nt by the Authority shall constitute a representation to the Underwriter that the representations contained in this Section 3 are true as of the date hereof.
4. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations on the part of the Authority contained herein, of the Community Facilities District in the District Letter of Representations and of the Developer in the Developer Letter of Representa tions, to the accuracy in all material respects of the statements of the officers and other officials of the Authority made in any certificates or other documents furnished pursuant to the provisions here of, to the performance by the Authority of its obligations to be performed hereunder at or prior t o the Closing Date and, to the following additional conditions:
A. At the Closing Date, the Authority Resolution, the Community Facilities District Resolution, the Authority Documents and this Purchase Agreement, the District Indenture, the Local Obligation Purchase Contract, the Special Tax Bonds, the District Letter of Representations and the Continuing Disclosure Certificate shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the Special Tax Bonds, and with the transactions contemplated there by, and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate. The Trust Agreement, the District Indenture, the Local Obligation Purcha se Contract, the Special Tax Bonds, the District Letter of Representations and the Continuing Disclosure Certificate are herein referred to collectively as the “District Documents .”
B. At the Closing Date, except as was described in the Preliminary Official Statement, the Authority shall not be, in any respe ct material to the transactions referred to herein or contemplated hereby, in breach of or in default und er, any law or administrative rule or regulation of the State of California, the United States of Ameri ca, or of any department, division, agency or instrumentality of either thereof, or under any app licable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, and the performance by the Authority of its obligations under the Authority Documents, the Auth ority Resolution and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United S tates of America, or of any department, division, agency or instrumentality of either thereof, or und er any applicable court or administrative decree or
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10 order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, in any manner that would materially and adversely affect the performance by the Authori ty of its obligations under the Authority Documents or the Authority Resolution.
C. At the Closing Date, except as described in the Off icial Statement, the Community Facilities District shall not be, in any respect material to the transactions referred to in the District Letter of Representations or contemplated therein, in breach of or in default under, any law or administrative rule or regulation of the State of C alifornia, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan a greement, note, resolution, indenture, contract, agreement or other instrument to which the Communit y Facilities District is a party or is otherwise subject or bound, and the performance by the Commun ity Facilities District of its obligations under the Community Facilities District Resolution, the D istrict Documents, and any other instruments contemplated by any of such documents, and complian ce with the provisions of each thereof, or the performance of the conditions precedent to be performed hereunder, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or ad ministrative decree or order, or under any loan agreement, note, resolution, indenture, contract, a greement or other instrument to which the Community Facilities District is a party or is othe rwise subject or bound, in any manner that would materially and adversely affect the performance by the Community Facilities District of its obligations under the Community Facilities District Resolution and the District Documents or the performance of the conditions precedent to be performed by the Com munity Facilities District under the Community Facilities District Resolution and the District Documents.
D. The information contained in the Official Statement is, as of the Closing Date and as of the date of any supplement or amendment t hereto pursuant hereto, true and correct in all material respects and does not, as of the Closing Date or as of the date of any supplement or amendment thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
E. Between the date hereof and the Closing Date, the m arket price or marketability, at the initial offering prices set forth on the cover page of the Official Statement, of the Bonds shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
1. Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recomme nded to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to eith er House of Congress by any committee of such House to which such legislation had been referred for consideration, or a decision rendered by a court established under Article III of the Constitution o f the United States of America or by the Tax Court of the United States of America, or an order, rulin g, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department of the United States of America or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of
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11 imposing federal income taxation upon such interest as would be received by any owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof;
2. Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree or injunction issued b y any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or mad e by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds or the Special Tax Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Trust Agreement or the District Indenture are not exempt from qualific ation under or other requirements of the Trust Agreement Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds or the Special Tax Bonds, in cluding any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect;
3. A general suspension of trading in securities on th e New York Stock Exchange, or a general banking moratorium declared by Federal, State of New York or State of California officials authorized to do so;
4. The introduction, proposal or enactment of any amen dment to the Federal or California Constitution or any action by any Federal or California court, legislative body, regulatory body or other authority materially adver sely affecting the tax status of the Bonds, the Authority or the Community Facilities District, their property, income, securities (or interest thereon), the validity or enforceability of the Special Tax, or the ability of the Authority to purchase any Special Tax Bonds as contemplated by the Official Statement;
5. Any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any ma terial respect any statement or information contained in the Preliminary Official Statement or in the Official Statement, or has the effect that t he Preliminary Official Statement or the Official Stat ement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statemen ts therein, in the light of the circumstances under which they were made, not misleading;
6. Any national securities exchange, the Comptroller o f the Currency, or any other governmental authority, shall impose as to the Bonds, the Special Tax Bonds or obligations of the general character of the Bonds or the Specia l Tax Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;
7. There shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United Sta tes is such as to make it impracticable, in the judgmen t of the Underwriter, following consultation with the Authority, to sell the Bonds;
8. The filing or threat of an Action described Section 3.F hereof or Section M of the District Letter of Representations; or
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12 9. Any proceeding shall have been commenced or be threatened in writing by the Securities and Exchange Commission against the City or the Authority.
F. At or prior to the Closing Date, the Underwriter sh all have received a counterpart original or certified copy of the following documents, in each case satisfactory in form and substance to the Underwriter:
1. The Official Statement, executed on behalf of the A uthority by its Treasurer or other authorized officer;
2. The Authority Documents, duly executed and delivere d by all parties thereto;
3. The Authority Resolution, together with a certifica te of the Secretary of the Authority, dated as of the Closing Date, to the effect that such resolution is a true, correct and complete copy of the resolution duly adopted by the Governing Board of the Authority;
4. The Community Facilities District Resolution, toget her with a certificate dated as of the Closing Date of the City Clerk, acting on behalf of the Community Facilities District to the effect that the Community Facilitie s District Resolution is a true, correct and comple te copy of the one duly adopted by the City Council, a cting as the legislative body of the Community Facilities District;
5. The District Documents duly executed and delivered by all parties thereto;
6. An unqualified approving opinion for the Bonds, dat ed the Closing Date and addressed to the Authority, of Bond Counse l, in substantially the form included as Appendix E to the Official Statement, together with a letter addressed to the Trustee to the effect th at such opinion may be relied upon by the Trustee to the same extent as if such opinion was addressed to the Trustee;
7. A supplemental opinion or opinions, dated the Closi ng Date and addressed to the Underwriter, of Bond Counsel, in substantially the form attached hereto as Exhibit E;
8. A certificate, dated the Closing Date and signed by the Treasurer of the Authority or other authorized officer, to the effec t that: (i) the representations of the Authority contained herein are true and correct in all materi al respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best knowledge of such officer, no event has occurred since the date of the Official Statement w hich should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to ma ke the statements and information therein not misleadi ng in any material respect; and (iii) the Authority has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Authority Documents and the Authority Resolution at or prior to the Closing Date;
9. A certificate dated the Closing Date and signed by an authorized representative of the Community Facilities District or an authorized designee, on behalf of the Community Facilities District to the effect that: ( i) the representations made by the Community Facilities District contained in the District Letter of Representations are true and correct in all material
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13 respects on and as of the Closing Date with the sam e effect as if made on the Closing Date, provided that any references as to the Preliminary Official Statement shall be deemed to be to the Official Statement; (ii) to the best knowledge of such officer, no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the C ommunity Facilities District has complied with all the agreements and satisfied all the conditions on its part to be satisfied under the District Documents prior to the Closing Date;
10. An opinion of the City Attorney of the City, as counsel to the Authority, dated the date of Closing and addressed to the Unde rwriter, the Authority, the Community Facilities District, the Trustee and the District Trustee, to the effect that:
(i) The Authority is a public body, corporate and polit ic, duly organized and validly existing as a joint powers authority under the laws of the State of California; (ii) The Authority has full legal power and lawful authority to enter into the Authority Documents and to carry out the t ransactions contemplated under the Authority Documents;
(iii) The Authority Resolution was duly adopted at a regu lar meeting of the governing body of the Authority, whi ch was called and held pursuant to law and with all public notice required by law and at which a qu orum was present and acting throughout, and the Authority Resolution is in full force and effect an d has not been modified, amended, rescinded or repealed since the date of its adoption;
(iv) The Authority Documents have been duly authorized, executed and delivered by the Authority and constitute the legal, valid and binding obligations of the Authority enforceable against the Authority in accordance wit h their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws a ffecting creditors’ rights, to the application of equitable principles where equitable remedies are s ought and to the exercise of judicial discretion in appropriate cases;
(v) To the best knowledge of such counsel, the executio n and delivery of the Authority Documents and the Officia l Statement and compliance with the provisions thereof under the circumstances contemplated thereby: (a) do not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any agreement or other instrument to which the Authority is a party or by which it is bound; and (b) do not and will not in any material respect or constitute on the part of the Authority a violation, breach of or default under any court order or consent decree to which the Authority is subject;
(vi) The Authority Documents and the Official Statement have been duly authorized by the Governing Board of the Authority and executed on its behalf by an authorized officer of the Authority;
(vii) Except as may be stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending (notice of which has been served on the Authority) or, to t he City Attorney’s knowledge, threatened wherein an unfavorable decision, ruling or finding would: ( a) affect the creation, organization, existence or
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14 powers of the Authority, or the titles of its members and officers to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the collection of the Revenues or the pledge thereof; (c) in any way question or affect any of t he rights, powers, duties or obligations of the Authority with respect to the Revenues or the money s and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds; or (e) in any way question or affect the Authority Documents or the transactio ns contemplated by the Authority Documents, the Official Statement, or any activity regarding the Bonds;
11. An opinion of the City Attorney of the City, dated the date of Closing and addressed to the Underwriter, the Authority, the Community Facilities District, the Trustee and the District Trustee to the effect that:
(i) The Community Facilities District is a community fa cilities district organized and existing pursuant to the Mel lo-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Tit le 5 of the Government Code of the State of California;
(ii) The Community Facilities District Resolution has be en duly adopted at a meeting of the City Council, acting as the legislative body of the Community Facilities District, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Community Facilities District Resolution is in full force and effect and has not been modified, amended, rescinded or repealed since the date of its adoption;
(iii) The District Documents and the Official Statement h ave been duly and lawfully authorized, executed and delivere d by the Community Facilities District and the District Documents constitute the legal, valid and binding obligations of the Community Facilities District enforceable against the Community Faciliti es District in accordance with their terms, subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws relating to or affecting creditors’ ri ghts, to the application of equitable principles wh ere equitable remedies are sought, to the exercise of j udicial discretion in appropriate cases and to the limitations on legal remedies against community facilities districts in the State of California; (iv) The Community Facilities District has the right and power under the Community Facilities District Act to execute the District Indenture and no other authorization for the execution thereof is required, and the District Indenture is in full force and effect; (v) The Special Tax Bonds are valid and binding special tax obligations of the Community Facilities District pa yable from proceeds of the Special Tax and the other funds provided in the District Indenture for such payment and are enforceable in accordance with their terms, subject to bankruptcy, insolvency, reo rganization, arrangement, fraudulent conveyance, moratorium and other similar laws relating to or af fecting creditors’ rights, to the application of equitable principles where equitable remedies are s ought, to the exercise of judicial discretion in appropriate cases and to the limitations on legal r emedies against community facilities districts in the State of California, and the terms of the Community Facilities District Act and of the District Indenture;
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15 (vi) The District Indenture and the Special Tax Bonds ha ve been duly and validly authorized, sold, executed, authen ticated and delivered in accordance with the Community Facilities District Act and with the District Indenture; (vii) Except as may be stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending (notice of which has been served on the City or the Communi ty Facilities District) or, to such counsel’s knowledge, threatened wherein an unfavorable decisi on, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or the Community Facilities District, or the titles of its members and officers to their respective off ices; or (b) affect the validity of the District Documents or restrain or enjoin the repayment of the Special Tax Bonds or in any way contest or affect the validity of the District Documents or contest t he authority of the Community Facilities District t o enter into or perform its obligations under any of the District Documents or under which a determination adverse to the City or the Community Facilities District would have a material adverse affect upon the financial condition or the revenues of the City or the Community Facilities District, questions the right of the Community Facilities Dis trict to use the Special Tax levied within the Improvement Area for the repayment of the Special T ax Bonds or affects in any manner the right or ability of the Community Facilities District to col lect or pledge the Special Tax levied within the Improvement Area for the repayment of the Special Tax Bonds;
12. A transcript of all proceedings relating to the aut horization, issuance, sale and delivery of the Bonds and the Special Tax Bonds, including copies of the signed Trust Agreement and the District Indenture and certified copies of all resolutions of the City and the Authority relating thereto;
13. A certificate dated the Closing Date from NBS addre ssed to the Authority, the Community Facilities District and the Underwriter to the effect that: (i) the Special Tax (after payment of Priority Administrative Expenses) if collected in the maximum amounts permitted pursuant to the Rate and Method of Apportionment of Special Taxes would generate at least 110% of the annual debt service payable with respect to the Special Tax Bonds in each year, based on such assumptions and qualifications as shall be acceptable to the Underwriter; and (ii) the statements in the Preliminary Official Statement and the Official Sta tement provided by NBS concerning the Special Tax and the Rate and Method of Apportionment of the Special Taxes and all information supplied by it for use in the Preliminary Official Statement, a s of the date of the Preliminary Official Statement , and in the Official Statement, as of the date of th e Official Statement and as of the Closing Date, di d not and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;;
14. Certified copies of the general resolution of the T rustee and District Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee and District Trustee, which resolution authorizes t he execution of the Trust Agreement, the District Indenture and the authentication of the Bonds and the Special Tax Bonds;
15. A certificate of the Trustee, addressed to the Underwriter, the Authority and the Community Facilities District dated the Clo sing Date, to the effect that: (i) the Trustee is authorized to carry out corporate trust powers, and have full power and authority to perform their respective duties under the Trust Agreement and the District Indenture; (ii) the Trustee is duly authorized to execute and deliver the Trust Agreeme nt and the District Indenture, to accept the
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16 obligations created by the Trust Agreement and the District Indenture and to authenticate the Bonds and the Special Tax Bonds pursuant to the terms of the Trust Agreement and the District Indenture, respectively; (iii) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for t he authentication of the Bonds or the Special Tax Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the authentication of the Bonds and the Special Tax Bonds and the acceptance and performance of the obligations created by the Trust Agreement and the District Indenture; and (iv) to the best of its knowledge, compliance with the terms of the Trust Agreement and the District Indenture will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, trust agreement, bond, note, resolution or any other agreement or instrument to which the T rustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties;
16. An opinion of counsel to the Trustee, dated the Closing Date, addressed to the Underwriter, the Authority and the Community Facilities District to the effect that the Trustee is a national banking association duly organized and validly existing under the laws of the United States having full power and being qualified to enter into , accept and agree to the provisions of the Trust Agreement and the District Indenture, and that each of such documents has been duly authorized, executed and delivered by the Trustee and, assuming due execution and delivery by the other parties thereto, constitutes the legal, valid and binding o bligation of the Trustee enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought;
17. A certificate of the Authority dated the Closing Da te, in a form acceptable to Bond Counsel and the Underwriter, tha t the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;
18. An opinion of Kutak Rock LLP, counsel to the Underw riter (“Underwriter’s Counsel ”), dated the date of Closing and addressed to the Underwriter in form and substance acceptable to the Underwriter;
19. A closing certificate of the Developer dated the Cl osing Date, substantially in the form attached as Exhibit D hereto;
20. A Continuing Disclosure Certificate of the Developer (the “ Developer Continuing Disclosure Certificate ”) in the form attached as Appendix D-2 to the Official Statement;
21. One or more opinions of counsel to the Developer, d ated the Closing Date and addressed to the Authority and the Underwriter, substantially in the form attached as Exhibit H hereto;
22. A certificate of Integra Realty Resources, as appraiser, substantially in the form attached hereto as Exhibit G; and
23. Such additional legal opinions, certificates, instr uments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the mate rial representations of the Authority contained
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17 herein, and of the statements and information conta ined in the Official Statement and the due performance or satisfaction by the Authority and th e Community Facilities District at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Community Facilities District and the Authority in connection with the transactions contemplated hereby and by the District Indenture, the Trust Agreement, and the Official Statement.
If the Authority shall be unable to satisfy the con ditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bon ds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement , this Purchase Agreement shall terminate and neither the Authority nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and t he Authority set forth in Section 6 hereof shall continue in full force and effect.
5. Conditions to the Obligations of the Authority.
A. The obligations of the Authority shall be subject t o the satisfaction of the conditions contained in Section 4 of this Purchase Agreement.
B. If the Authority shall be unable to satisfy the con ditions to the obligations of the Authority to purchase, accept delivery of and pay for the Special Tax Bonds contained in the Local Obligation Purchase Contract, or if the obligations of the Authority to purchase, accept delivery of and pay for the Special Tax Bonds shall be terminated f or any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Authority nor the Community Facilities District shall be under any further obli gation hereunder, except that the obligations of th e Authority set forth in Section 6 hereof shall continue in full force and effect.
6. Expenses. Whether or not the transactions contempl ated by this Purchase Agreement are consummated, the Underwriter shall be under no obligation to pay, and the Authority shall pay only from the proceeds of the Bonds, or cause the C ommunity Facilities District to pay out of the proceeds of the Special Tax Bonds or any other lega lly available funds of the City, the Community Facilities District or the Authority, but only as t he Authority and such other party providing such services may agree, all expenses and costs of the A uthority incident to the performance of its obligations in connection with the authorization, e xecution, sale and delivery of the Bonds to the Underwriter, including, without limitation, printing costs, initial fees of the Trustee, including fees and disbursements of their counsel, if any, fees and di sbursements of Bond Counsel, Disclosure Counsel and other professional advisors employed by the Aut hority, costs of preparation, printing, signing, transportation, delivery and safekeeping of the Bon ds and for expenses (included in the expense component of the spread) incurred by the Underwrite r on behalf of the Authority’s employees which are incidental to implementing this Purchase Agreem ent, including, but not limited to, meals, transportation, lodging, and entertainment of those employees. The Underwriter shall pay all out-of- pocket expenses of the Underwriter, including, without limitation, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Services Bureau charges, regulatory fees imposed on new securities issuers and any and all o ther expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds, including fees of its counsel.
7. Notices. Any notice or other communication to be g iven to the City or the Authority under this Purchase Agreement may be given by delivering the same in writing to the City of Folsom, 50 Natoma Street, Folsom, CA, 95630, Attention: Fi nance Director; any notice or other
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18 communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper Sandler & C o, 3626 Fair Oaks Blvd., Suite 100, Sacramento, California 95864, Attention: Dennis McGuire.
8. Parties In Interest. This Purchase Agreement is ma de solely for the benefit of the Authority and Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof.
9. Survival of Representations. The representations of the Authority under this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations ) concerning such representations and statements of the Authority and regardless of delivery of and payment for the Bonds.
10. Execution in Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
11. Effective. This Purchase Agreement shall become ef fective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance.
12. No Prior Agreements. This Purchase Agreement super sedes and replaces all prior negotiations, agreements and understanding among th e parties hereto in relation to the sale of the Bonds by the Authority.
13. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California.
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14. Effective Date. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and shall be valid and enforceable as of the time of such acceptance.
Very truly yours,
PIPER SANDLER & CO.
By:
Its: Authorized Officer
FOLSOM RANCH FINANCING
AUTHORITY
By:
Its: Treasurer
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A-1
EXHIBIT A
FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH) IMPROVEMENT AREA NO. 7
SPECIAL TAX REVENUE BONDS
SERIES 2026
Schedule of Bond Maturities, Principal Amounts, Interest Rates, Yields and Initial Offering Prices
Maturity
Date
(September 1)
Principal
Amount Interest Rate Yield
Initial
Offering
Price
10% Test
Used
Hold the
Price
Offering
Rule Used
T Term Bonds.
C Priced to the September 1, 20__ optional redemption date, at _____.
CC Priced to the September 1, 20__ optional redemption date, at _____.
Optional Redemption . The Bonds are subject to optional redemption by the Authority prior to their respective maturity dates as a whole or in pa rt on any date on or after September 1, 20__, from any source of available funds other than Minimum Si nking Fund Payments and Special Tax Prepayments, at the following redemption prices (co mputed upon the principal amount of the Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed fo r redemption:
103% if redeemed on any date on or after September 1, 20__ through August 31, 20__; 102% if redeemed on any date from September 1, 20__ through August 31, 20__; 101% if redeemed on any date from September 1, 20__ through August 31, 20__; and 100% if redeemed on September 1, 20__ and any date thereafter.
Extraordinary Redemption from Prepayment of Special Taxes . The Bonds are subject to extraordinary redemption by the Authority prior to their respective maturity dates, as a whole or in part on any Interest Payment Date on or after September 1, 20__, solely from funds derived from the extraordinary redemption of Local Obligations from Special Tax Prepayments, at the following
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redemption prices (computed upon the principal amou nt of the Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on an Interest Payment Date on or after September 1, 20__ through March 1, 20__;
102% if redeemed on an Interest Payment Date on September 1, 20__ and March 1, 20__; 101% if redeemed on an Interest Payment Date on September 1, 20__ and March 1, 20__; and 100% if redeemed on September 1, 20__ and any Interest Payment Date thereafter.
Mandatory Sinking Fund Redemption of Bonds. The Bonds maturing on September 1, 20__ are subject to mandatory redemption in part by lot on September 1 of each year commencing September 1, 20__, at a redemption price equal to one hundred percent (100%) of the principal amount thereof called for redemption together with accrued interest thereon to the date fixed for redemption:
Minimum Sinking Fund
Payment Date
(September 1)
Bonds
Minimum Sinking Fund Payment
† Maturity.
The Bonds maturing on September 1, 20__ are subject to mandatory redemption in part on September 1 of each year commencing September 1, 20__, at a redemption price equal to one hundred percent (100%) of the principal amount thereof call ed for redemption together with accrued interest thereon to the date fixed for redemption:
Minimum Sinking Fund
Payment Date
(September 1)
Bonds
Minimum Sinking Fund Payment
† Maturity.
The Bonds maturing on September 1, 20__ are subject to mandatory redemption in part on September 1 of each year commencing September 1, 20__, at a redemption price equal to one hundred percent (100%) of the principal amount thereof call ed for redemption together with accrued interest thereon to the date fixed for redemption:
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Minimum Sinking Fund
Payment Date
(September 1)
Bonds
Minimum Sinking Fund Payment
† Maturity.
If the Bonds subject to mandatory redemption are redeemed in part prior to their stated maturity date other than from Minimum Sinking Fund Payments, the Minimum Sinking Fund Payments for such Bonds shall be reduced proportionately by the principal amount of such Bonds so redeemed.
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EXHIBIT B
FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH) IMPROVEMENT AREA NO. 7
SPECIAL TAX REVENUE BONDS
SERIES 2026
LETTER OF REPRESENTATIONS OF THE DISTRICT
[POS Date]
Piper Sandler & Co.
3626 Fair Oaks Boulevard
Sacramento, California 95864
Re: City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Bonds, Series 2026
Ladies and Gentlemen:
In connection with the proposed offer and sale of t he above-referenced bonds (the “ Special Tax Bonds ”), the City of Folsom Community Facilities Distric t No. 23 (Folsom Ranch) (the “Community Facilities District ”) hereby represents and covenants to Piper Sandler & Co., as underwriter (the “ Underwriter ”) of the Folsom Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 (the “Bonds ”), as follows:
A. The City of Folsom (the “City ”) is duly organized and validly existing as a municipal corporation and charter city under the Constitution and laws of the State of California and the Charter and the Community Facilities District is a community facilities district organized and existing pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California.
B. The City has duly authorized the formation of the C ommunity Facilities District and the establishment of Improvement Area No. 7 therein (the “ Improvement Area ”) pursuant to resolutions and an ordinance duly adopted by the Ci ty Council (collectively, the “ Community Facilities District Formation Resolutions” and, together with Resolution No. ______ authorizing the issuance and sale of the Special Tax Bonds, the “ Community Facilities District Resolutions ”) and the Community Facilities District Act. The City Co uncil, acting as the legislative body of the Community Facilities District has duly adopted the Community Facilities District Resolutions, and has caused to be recorded in the real property records of the County of Sacramento, a notice of special tax lien (the “Notice of Special Tax Lien ”) (the Community Facilities District Formation Resolutions and Notice of Special Tax Lien being collectively refer red to herein as the “ Formation Documents ”).
Each of the Formation Documents remains in full for ce and effect as of the date hereof and has not been amended.
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C. The Community Facilities District has, and at the C losing Date will have, as the case may be, full legal right, power and authority: (i) to execute, deliver and perform its obligations under the District Indenture, the Trust Agreement, the Co ntinuing Disclosure Certificate and the Local Obligation Purchase Contract, and to carry out all transactions contemplated by each of such documents; (ii) to issue, sell and deliver its Spec ial Tax Bonds to the Authority; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Formation Documents, the District Indenture, the Trust Agreement, the Local Obligatio n Purchase Contract, the Special Tax Bonds, this Letter of Representations, the Continuing Disclosure Certificate and the Official Statement.
This Letter of Representations, the Trust Agreement , the District Indenture, the Local Obligation Purchase Contract, the Special Tax Bonds and the Continuing Disclosure Certificate are collectively referred to herein as the “District Documents .” D. The Community Facilities District has complied, and will at the Closing Date be in compliance in all material respects, with the Forma tion Documents and the District Documents, and immaterial noncompliance by the Community Facilitie s District, if any, will not impair the ability of the Community Facilities District to carry out, giv e effect to or consummate the transactions contemplated by the foregoing. From and after the date of issuance of its Special Tax Bonds, the Community Facilities District will continue to comply with the covenants of the Community Facilities District contained in the District Documents.
E. Except as described in the Preliminary Official Sta tement, the Community Facilities District is not, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administr ative rule or regulation of the State of California , the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or boun d, and the performance of its obligations under the District Documents and compliance with the provisio ns of each thereof, or the performance of the conditions precedent to be performed by the Communi ty Facilities District pursuant to the District Documents, will not conflict with or constitute a b reach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either there of, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities Distri ct is a party or is otherwise subject or bound, in any manner that would materially and adversely affe ct the performance by the Community Facilities District of its obligations under the District Documents or the performance of the conditions precedent to be performed by the Community Facilities District pursuant to the District Documents.
F. Except as may be required under the “blue sky” or o ther securities laws of any jurisdiction, all approvals, consents, authorizatio ns, elections and orders of, or filings or registra tions with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Community Facilities District of its obligations under the District Documents, have been or will be obtained at the Closing Date and ar e or will be in full force and effect at the Closin g Date.
G. The District Documents conform as to form and tenor to the descriptions thereof contained in the Preliminary Official Statement.
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H. The Special Tax Bonds are payable from the Special Tax, as set forth in the District Indenture, the levy of which has been duly and validly authorized pursuant to the Community Facilities District Act and the Special Tax within the Improve ment Area will be fixed and levied in an amount which, together with other available funds, is required for the payment of the principal of, and interest on, the Special Tax Bonds when due and payable, all as provided in the District Indenture. The Community Facilities District has covenanted to cau se the Special Tax to be levied and collected at the same time and in the same manner as ordinary ad valorem property taxes.
I. The District Indenture creates a valid pledge of, first lien upon and security interest in, the Special Tax, and in the moneys in the Special T ax Fund established pursuant to the District Indenture, on the terms and conditions set forth in the District Indenture.
J. Except as disclosed in the Preliminary Official Sta tement, there are, to the best of the Community Facilities District’s knowledge, no entities with outstanding assessment or special tax liens against any of the properties within the Improvemen t Area or which are senior to or on a parity with the Special Tax referred to in paragraph (H) hereof.
K. The information contained in the Preliminary Official Statement (other than statements therein pertaining to the Authority, DTC and its book-entry system and under the caption “PROPOSED PROPERTY DEVELOPMENT—Development Entitlements— Tentative and Final Mapping ,” “— Site Access ,” “—Affordable Housing ” (the last paragraph only), “—Toll Brothers Development,” and “CONTINUING DISCLOSURE – Toll Brothers,” as to which no view is expressed) does not and shall not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (L) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any material fa ct or omission of any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading.
L. Up to and including 25 days after the End of the Underwriting Period, the Community Facilities District will advise the Underwriter pro mptly of any proposal to amend or supplement the Official Statement and will not effect or consent t o any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Community Facilities District will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherw ise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. As used herein, the term “End of the Underwriting Period ” means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retai n, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be a wri tten notice delivered to the City at or prior to th e Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.”
M. There is no action pending (notice of which has bee n served on the Community Facilities District or the City) or to the best knowledge of the Community Facilities District threatened, in which any such action: (i) in any way questions the existence of the Community Facilities District or the titles of the officers of the City to their respective offices; (ii) affects, contests or seeks to prohibit,
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restrain or enjoin the issuance or delivery of the Bonds or the Special Tax Bonds or the payment or collection of the Special Tax or any amounts pledge d or to be pledged to pay the principal of and interest on the Special Tax Bonds or the Bonds, or in any way contests or affects the validity of the Formation Documents or the District Documents or th e consummation of the transactions on the part of the Community Facilities District contemplated t hereby; (iii) contests the exemption of interest on the Bonds or the Special Tax Bonds from federal or State income taxation, as applicable, or contests the powers of the City or the Community Facilities District which may result in any material adverse change relating to the financial condition of the C ommunity Facilities District; or (iv) contests the completeness or accuracy of the Preliminary Officia l Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described i n clauses (i) through (iv) of this sentence.
N. Any certificate signed on behalf of the Community Facilities District by any officer or employee of the City authorized to do so shall be deemed a representation by the Community Facilities District to the Authority and the Underwriter on behalf of itself and the Community Facilities District as to the statements made therein.
O. At or prior to the Closing, the Community Facilities District will have duly authorized, executed and delivered the Continuing Disclosure Ce rtificate in substantially the form attached as Appendix D-1 to the Official Statement. Except as disclosed in the Preliminary Official Statement, neither the City nor the Community Facilities Distr ict have failed to comply in any material respects with any previous undertakings with regard to the R ule to provide annual reports or notices of enumerated events in the last five years.
P. The Community Facilities District will apply the proceeds of its Special Tax Bonds in accordance with the District Indenture.
Q. Between the date of the Purchase Agreement and the date of Closing, the Community Facilities District will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter.
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Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Bond Purchase Agreement by and between the Authority and the Underwriter.
CITY OF FOLSOM COMMUNITY FACILITIES
DISTRICT NO. 23 (FOLSOM RANCH)
By:
Finance Director of the City of Folsom
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EXHIBIT C
FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH) IMPROVEMENT AREA NO. 7
SPECIAL TAX REVENUE BONDS
SERIES 2026
LETTER OF REPRESENTATIONS OF
TOLL WEST INC.
WHICH WILL DO BUSINESS IN CALIFORNIA AS TOLL BROTHERS WEST INC. [POS Date]
Folsom Ranch Financing Authority
50 Natoma Street
Folsom, California 95630
City of Folsom Community Facilities District No. 23
(Folsom Ranch)
50 Natoma Street
Folsom, California 95630
Piper Sandler & Co.
3626 Fair Oaks Boulevard, Suite 100
Sacramento, California 95864
Ladies and Gentlemen:
Reference is made to the Folsom Ranch Financing Aut hority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 (the “ Bonds ”) and to the Bond Purchase Agreement to be entered into in connection therewith (the “ Purchase Agreement ”). This Letter of Representations of Toll West Inc. which will do business in California as Toll Brothers West Inc. (the “ Letter of Representations ”) is delivered pursuant to the Purchase Agreement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement.
Each of the undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of Toll West Inc. which will do business in California as Toll Brothe rs West Inc., a Delaware corporation (the “Developer ”), and each of the undersigned, on behalf of the Developer further certifies as follows:
1. The Developer is a validly existing corporation and in good standing in the State of Delaware, is duly registered to transact intrastate business as a foreign corporation and in good standing under the laws of the State of California, and has or will have all requisite corporate right, power a nd authority: (i) to execute and deliver this Letter o f Representations; (ii) executive and deliver at th e
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Closing the Developer Continuing Disclosure Certificate; and (iii) to undertake all of the transactions on its part described in the Preliminary Official Statement.
2. As set forth in the Preliminary Official Stateme nt, the Developer owns certain property (herein, the “ Property ”) within Improvement Area No. 7 (the “ Improvement Area ”) of City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “ Community Facilities District ”).
The undersigned, on behalf of the Developer, makes the representations herein with respect to all such Property.
3. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned 1, (a) the Developer and its Affiliates 2 are not in breach of or in default under any applicable judgment or decree or any loan agreement , option agreement, development agreement, indenture, fiscal agent agreement, bond or note (co llectively, the “ Material Agreements ”) to which the Developer or its Affiliates are a party or othe rwise subject, which breach or default could reasonably be expected to materially and adversely affect the Developer’s ability to complete the development of the Property as described in the Pre liminary Official Statement or to pay the Special Tax on the Property (to the extent the responsibili ty of the Developer or its Affiliates) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.
4. To the Actual Knowledge of the Undersigned, neit her the Developer, nor any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Developer’s ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Tax on the Property (to the extent the responsibility of the Developer) prior to delinquency.
5. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current Affiliate (with proper service of process to such Affiliate h aving been accomplished) or to the Actual Knowledge of the Undersigned is threatened in writi ng against the Developer or any such Affiliate
1 As used in this Letter of Representations, the phrase “ Actual Knowledge of the Undersigned ” shall mean, as of the date of this Letter of Representations, the actual (as opposed to constructive) knowledge that the undersigned has or has obtained from obtained from (i) interviews with such current officers and responsible employees of the Developer as the under signed has determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Letter of Representations, and/or (ii) a review of such documents as the undersigned determined were reasonably necessary to obtain knowledge of the matters set forth in this Letter of Representations. The u ndersigned has not conducted any extraordinary insp ection or inquiry other than such inspections or inquiries as are prudent and cu stomary in connection with the ordinary course of t he Developer’s current business and operations. The undersigned has not contacted individuals who are no longer employed by the Developer 2 “ Affiliate ” means, with respect to the Developer, any other P erson: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential inv estors in their evaluation of the Improvement Area and investment decision regarding the Bonds (i.e., information relevant to: (a) the Developer’s development plans with respect to its Property and the payment of its Special Tax on the Property (to the extent t he responsibility of the Developer) prior to delinquency; or (b) such Person’s assets or funds that would materially affect the Developer’s ability to develop its Property as described in the Preliminary Offici al Statement or to pay its Special Tax on the Prope rty (to the extent the responsibility of the Developer) prior to delinquen cy). “ Person ” means an individual, a corporation, a partnership , a limited liability company, an association, a joint stock co mpany, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “ control ” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
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which if successful, is reasonably likely to materi ally and adversely affect the Developer’s ability t o complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Tax or ad valorem tax obligations on it s Property (to the extent the responsibility of the Developer) prior to delinquency.
6. As of the Date of the Preliminary Official State ment, to the Actual Knowledge of the Undersigned, the information contained therein solely as such information describes the Developer, its Affiliates, ownership of the Property, the Develope r’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s developm ent plan or the Developer’s financing plan, loans of such Affiliates) as set forth under the captions “PROPOSED PROPERTY DEVELOPMENT— Development Entitlements —Tentative and Final Mapping ,” “— Site Access ,” “— Phase 2 Water Infrastructure ” (as to the sixth paragraph only), “— Flood Zones,” “—Fire Zones,” “—Affordable Housing ” (as to the second paragraph only), and “— Toll Brothers Development ” and “CONTINUING DISCLOSURE— Toll Brothers —Prior Continuing Disclosure Compliance ” (excluding therefrom in all cases (a) any informati on regarding any other property owner or the property owned by a property owner other than the D eveloper, (b) any information on appraised and market values, and annual special tax rates and rat ios, including information regarding the Appraisal Report (as such term is defined in the Preliminary Official Statement), and (c) any information which is identified as having been provided by a source o ther than the Developer) is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
7. The Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Affi liates which it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District or the Improvement Area, to challenge the adoption of Ordinance No. _____ of the City levying the Special Tax within the Improvement Area, to invalidate the Community Facilities District, the Improvement Area or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the amended notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Developer or any Affiliate in any way from bringing any other action, suit or proceeding including, without limitation, (a) an action or suit contendin g that the Special Tax has not been levied in accordance with the methodologies contained in the Community Facilities District’s Rate and Method of Apportionment of Special Taxes for the Improveme nt Area pursuant to which the Special Tax is levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected, or (c) to enforce the obligations of the Authority, the City, and/or the Community Facilities District under any agreements among the Developer and its Af filiates, the Authority, the City, and/or the Community Facilities District or to which the Developer or its Affiliates is a party or beneficiary.
8. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Developer is not aware that any other public debt secured by a tax or assessment on the Property exists or is in the process of being authorized or any assessment districts or community facilities districts have been or are in the proces s of being formed that include any portion of the Property.
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9. The Developer has been developing or has been in volved in the development of numerous projects over an extended period of time. It is likely that the Developer and its Affiliates has been delinquent at one time or another in the p ayment of ad valorem property taxes, special assessments or special taxes. However, except as d isclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, neither the Developer nor any current Affiliate is currently in default in, or in the last five (5) years has ev er defaulted to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Developer or any such Affiliate within the boundaries of a commu nity facilities district or an assessment district within California that (a) caused a draw on a reser ve fund relating to such assessment district or community facilities district financing or (b) resu lted in a foreclosure action being commenced in a court of law against the delinquent Developer or Affiliate.
10. The Developer intends to comply with the provis ion of the Mello-Roos Community Facilities District Act of 1982, as amended, relati ng to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.
11. To the Actual Knowledge of the Undersigned, the Developer is able to pay its bills as they become due and no legal proceedings are pendin g against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.
12. To the Actual Knowledge of the Undersigned, Aff iliates of the Developer are able to pay their bills as they become due and no legal pro ceedings are pending against any Affiliates of the Developer (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Affiliates of the Developer may be adjudicated as bankrupt or discharged from any or a ll of their debts or obligations, or granted an extension of time to pay their debts or obligations , or be allowed to reorganize or readjust their deb ts or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation.
13. If between the date hereof and the Closing Date any event relating to or affecting the Developer, its Affiliates, ownership of the Propert y, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders , if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of such Affiliate s) shall occur of which the undersigned has actual knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragra ph 6 hereof (and subject to the limitations and exclusions contained in Paragraph 6 of the Letter o f Representations), to contain an untrue statement of a material fact or to omit to state a material f act necessary to make the statements therein, in th e light of the circumstances under which they were ma de, not misleading, the undersigned shall notify the Authority and the Underwriter and if in the opinion of counsel to the Authority or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Developer shall reasonably cooperate with the Authority in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the Authority and to the Underwriter.
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14. The Developer agrees to deliver a Closing Certi ficate dated the date of issuance of the Bonds at the time of issuance of the Bonds in subst antially the form attached as Exhibit D to the Purchase Agreement.
15. The Developer agrees to deliver the Developer C ontinuing Disclosure Certificate at the time of issuance of the Bonds in substantially the form attached as Appendix D-2 to the Preliminary Official Statement.
16. On behalf of the Developer, I have reviewed the contents of this Letter of Representations and have met with counsel to the Developer for the purpose of discussing the meaning of its contents.
The undersigned has executed this Letter of Representations solely in his or her capacity as an officer or authorized representative of the Develop er and he or she will have no personal liability arising from or relating to this Letter of Representations.
TOLL WEST INC. which will do business in
California as Toll Brothers West Inc.,
a Delaware corporation
By:
Gregory S. Van Dam,
Vice President
By:
Scott Esping,
Assistant Secretary
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EXHIBIT D
FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH) IMPROVEMENT AREA NO. 7
SPECIAL TAX REVENUE BONDS
SERIES 2026
CLOSING CERTIFICATE OF
TOLL WEST INC.
WHICH WILL DO BUSINESS IN CALIFORNIA AS TOLL BROTHERS WEST INC. [Closing Date]
Folsom Ranch Financing Authority
50 Natoma Street
Folsom, CA, 95630
City of Folsom Community Facilities District No. 23
(Folsom Ranch)
50 Natoma Street
Folsom, CA, 95630
Piper Sandler & Co.
3626 Fair Oaks Boulevard
Sacramento, California 95864
Ladies and Gentlemen:
Reference is made to the Folsom Ranch Financing Aut hority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 (the “ Bonds ”) and to the Bond Purchase Agreement, dated [BPA D ate] (the “ Purchase Agreement ”), entered into in connection therewith. This Closing Certificate of Toll West Inc. which will do business in California as Toll Brothers Wes t Inc. (the “ Closing Certificate ”) is delivered by Toll West Inc. which will do business in California as Toll Brothers West Inc., a Delaware corporation (the “ Developer ”) pursuant to the Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to the m in the Letter of Representations of Toll West Inc. which will do business in California as Toll Brothers West Inc. (the “ Letter of Representations ”), dated [POS Date], delivered by the Developer.
Each of the undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Developer, and each of the undersigned, on behalf of the Developer, further certifies as follows:
1. The Developer has received the final Official St atement dated [BPA Date] relating to the Bonds (the “ Official Statement ”). Each statement, representation and warranty made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same
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effect as if made on the date hereof, except that a ll references therein to the Preliminary Official Statement shall be deemed to be references to the final Official Statement.
2. To the Actual Knowledge of the Undersigned, no e vent has occurred since the date of the Preliminary Official Statement affecting the st atements and information described in Paragraph 6 of the Letter of Representations relating to the De veloper, its Affiliates, the development status and ownership of the Property, the Developer’s developm ent plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of such Affiliates) (and subject to the limitations and exc lusions contained in Paragraph 6 of the Letter of Representations) which should be disclosed in the O fficial Statement for the purposes for which it is to be used in order to make such statements and inf ormation contained in the Official Statement not misleading in any material respect.
3. For the period through 25 days after the “ End of the Underwriting Period ” as defined in the Purchase Agreement (provided the Developer m ay assume the End of the Underwriting period is the Closing Date (as defined in the Bond Purchase Agreement), unless it receives written notice from the Underwriter that the End of the Underwriting Pe riod is later than the Closing Date), if the undersigned has actual knowledge of any event relat ing to or affecting the Developer, its Affiliates, ownership of the Property, the Developer’s developm ent plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Affiliates (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of such Affiliates), to cause the information under the sections of the Official Statement indicated in Paragraph 6 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 6 of the Letter of Representations) to contain an u ntrue statement of a material fact or to omit to st ate a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the undersigned shall no tify the Authority and the Underwriter and if in the opinion of the Underwriter or counsel to the Authority, it is necessary to amend or supplement the Official Statement in order to make the Official St atement not misleading in the light of the circumstances under which they were made, the Devel oper shall reasonably cooperate with the Authority and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfac tory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
4. The Developer has duly and validly executed and delivered the Developer Continuing Disclosure Certificate.
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Each of the undersigned has executed this Closing C ertificate solely in his or her capacity as an officer or representative of the Developer and he or she will have no personal liability arising from or relating to this Closing Certificate.
TOLL WEST INC. which will do business in
California as Toll Brothers West Inc.,
a Delaware corporation
By:
Gregory S. Van Dam,
Vice President
By:
Scott Esping,
Assistant Secretary
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EXHIBIT E
SUPPLEMENTAL OPINION OF BOND COUNSEL
[Closing Date]
Piper Sandler & Co., as Underwriter
Sacramento, California
Folsom Ranch Financing Authority
City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7
Special Tax Revenue Bonds, Series 2026
(Supplemental Opinion)
Greetings:
This letter is provided pursuant to Section 4.F.7. of the Bond Purchase Agreement, dated [BPA Date] (the “Purchase Contract”), between Piper Sand ler & Co. (the “Underwriter”) and the Folsom Ranch Financing Authority (the “Authority”), provid ing for the purchase by the Underwriter of $__________ aggregate principal amount of its Folso m Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 (the “Bonds”). The Bonds are being issued pursuant to a trust agreement, dated as of May 1, 2026 (the “Trust Agreement”), among the Issuer, the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “Community Facilities District”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). T he Trust Agreement provides that the Bonds are issued for the stated purpose of enabling the Authority to acquire certain special tax bonds to be issued by the Community Facilities District. Capitalized t erms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement or , if not defined in the Trust Agreement, in the Purchase Contract.
We have delivered our final legal opinion (the “Bon d Opinion”) as bond counsel to the Authority concerning the validity of the Bonds and certain other matters, dated the date hereof and addressed to the Authority. You may rely on such opinion as though the same were addressed to you.
In connection with our role as bond counsel and dis closure counsel to the Authority, we have reviewed the Purchase Contract, the Trust Agreement, an indenture, dated as of May 1, 2026, between the Community Facilities District and U.S. Bank Trust Company, National Association, as trustee (the “Local Obligations Indenture”), the tax certificate related to the Bonds (the “Tax Certificate”), certain portions of the posted preliminary official statement of the Authority dated _____, 2026, with respect to the Bonds (the “Preliminary Official Statement”) and of the posted official statement of the Authority dated _____, 2026, with respect to the Bonds (the “Official Statement”), opinions of counsel to the Authority, the Community Facilities District, the Trustee, Toll West Inc. which will do business in California as Toll Brothers West Inc., a Delawar e corporation (“Toll Brothers”), certificates of th e Authority, the Community Facilities District, the Trustee, Integra Realty Resources (the “Appraiser”), NBS (the “Special Tax Consultant”), Toll Brothers, and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions and conclusions set forth herein.
The opinions and conclusions expressed herein are b ased on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such
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authorities. Such opinions or conclusions may be a ffected by actions taken or omitted or events occurring after the original delivery of the Bonds on the date hereof. We have not undertaken to determine, or to inform any person, whether any suc h actions are taken or omitted or events do occur or any other matters come to our attention after th e original delivery of the Bonds on the date hereof .
We have assumed the genuineness of all documents an d signatures provided to us and the due and legal execution and delivery thereof by, and validity against, any parties other than the Authority. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the third paragraph hereof. We have further assumed co mpliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligatio ns under the Bonds, the Trust Agreement, the Local Obl igations Indenture, the Tax Certificate, and the Purchase Contract and their enforceability may be s ubject to bankruptcy, insolvency, receivership, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal r emedies against governmental entities such as the Authority and the Community Facilities District in the State of California. We express no opinion with respect to any indemnification, contribution, liqui dated damages, penalty (including any remedy deemed to constitute a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the foregoing documents, nor do we express any opinions with respect to the state or quality of title to o r interest in any property described in or as subject to the lien of the Trust Agreement or the Local Obligations Indenture or the accuracy or sufficienc y of the description contained therein of, or the remedies available to enforce liens on, any such pr operty. We express no view with respect to the plans, specifications, maps, financial report or other engineering or financial details of the proceedings, or upon the Rate and Method of Apportionment for Im provement Area No. 7 of the Community Facilities District or the validity of the Special Tax levied upon any individual parcel.
Based on and subject to the foregoing, and in relia nce thereon, as of the date hereof, we are of the following opinions and conclusions:
1. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exe mpt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
2. The Purchase Contract has been duly executed and de livered by, and constitutes a valid and binding agreement of, the Authority.
3. The statements contained in the Official Statement under the captions “THE BONDS” (excluding any information about The Depository Trust Company (“DTC”), Cede & Co., or the DTC book-entry system as to which no op inion is expressed), “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS (excluding therefr om the information under the headings “—Special Tax Analysis,” “—Special Tax Calculation” and “—The Teeter Plan”) and “TAX MATTERS,” and in APPENDIX E – “PROPOSED FORM OF OPINION OF BOND COUNSEL” and APPENDIX C – “SUMMARY OF PRINCIPAL DOCUMENTS,” excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize cert ain provisions of the Trust Agreement and the Local Obligations Indenture, or set out content of the Bond Opinion, are accurate in all material respects.
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4. We are not passing upon and do not assume any respo nsibility for the accuracy, completeness or fairness of any of the statements c ontained in the Preliminary Official Statement or (except as explicitly stated in paragraph 3 above) in the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. In our capacity as bond counsel and disclosure counsel to the Authority in connection with issuance of the Bonds, we participated in conferences with your representatives, your counsel, representatives of the Community Facilities District, the City, the Au thority, their respective counsel, representatives of Toll Brothers and their counsel, the Appraiser, the Special Tax Consultant and others, during which conferences the contents of the Preliminary Officia l Statement or the Official Statement and related matters were discussed. Based on our participation in the above-mentioned conferences (which, with respect to the Preliminary Official Statement, did not extend beyond the date of the Purchase Contract, and with respect to the Official Statement did not extend beyond its date), and in reliance thereon, o n oral and written statements and representations of the Authority, the Community Facilities District and others and on the records, documents, certificates, opinions and matters herein mentioned, subject to the limitations on our role as bond counsel and dis closure counsel to the Authority, we advise you as a matter of fact and not opinion that (a) no facts had come to the attention of the attorneys in our firm rendering legal services with respect to the Preliminary Official Statement which caused us to believe as of the date of the Purchase Contract, based on t he documents, drafts and facts in existence and reviewed as of that date that the Preliminary Offic ial Statement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not m isleading (except any information marked as preliminary or subject to change, any information permitted to be omitted by Securities and Exchange Commission Rule 15c-12 or otherwise left blank and any other differences with the information in the Official Statement), and (b) no facts had come to t he attention of the attorneys in our firm rendering legal service with respect to the Official Statemen t which caused us to believe as of the date of the Official Statement and as of the date hereof that the Official Statement contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstanc es under which they were made, not misleading; provided that we expressly exclude from the scope of this paragraph and express no view with respect to both the Preliminary Official Statement and the Official Statement, about any CUSIP numbers, financial, accounting, statistical, economic, engin eering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, ass umptions or expressions of opinion, any information about feasibility, valuation, appraisals, absorption, real estate or environmental matters, litigation, any statements about compliance with prior continuing d isclosure undertakings, relationships among the parties, any information about book-entry, DTC, Cede & Co., ratings, rating agencies, the underwriter, municipal advisor, underwriting, and the informatio n contained in Appendices A, B, D, F and G, included or referred to therein or omitted therefro m. No responsibility is undertaken or conclusion expressed with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by or incorporated by reference in the Preliminary Official Statement or the Official Statement.
This letter is furnished by us as bond counsel and disclosure counsel to the Authority. No attorney-client relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this letter. We disclaim any oblig ation to update this letter. This letter is delive red to you as underwriter of the Bonds, is solely for your benefit as such underwriter in connection with the original delivery of the Bonds on the date hereof, and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of the Bonds or by any other party to whom it is not specifically addressed.
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Very truly yours,
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EXHIBIT F
FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH) IMPROVEMENT AREA NO. 7
SPECIAL TAX REVENUE BONDS
SERIES 2026
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Piper Sandler & Co. ( the “PSC ”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds ”).
1. Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities . (a) PSC offered the Hold-the-Offering-Price Maturit ies to the Public for purchase at the respective initial offering prices listed in Schedu le A (the “Initial Offering Prices ”) on or before the Sale Date. A copy of the pricing wire or equivalen t communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, da ted [BPA Date], by and between PSC and the Issuer, PSC has agreed in writing that: (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule ”); and (ii) any selling group agreement shall cont ain the agreement of each dealer who is a member of the sel ling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price f or that Maturity of the Bonds during the Holding Period.
3. Defined Terms .
(a) General Rule Maturities means those Maturities of the Bonds listed in Sche dule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after t he [BPA Date] (the Sale Date), or (ii) the date on whi ch the Underwriter has sold at least 10% of such
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Hold-the-Offering-Price Maturity to the Public at p rices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d) Issuer means the Folsom Ranch Financing Authority. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity dat e but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “ related party ” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding co ntract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA Date]. (h) Underwriter means: (i) any person that agrees pursuant to a wr itten contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public; and (ii) any person tha t agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate a re limited to factual matters only. Nothing in this certificate represents PSC’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, a nd the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and b y Stradling Yocca Carlson & Rauth LLP, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
PIPER SANDLER & CO.
By:
Name:
Dated: [Closing Date]
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SCHEDULE A
(Attached )
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SCHEDULE B
PRICING WIRE
(Attached )
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EXHIBIT G
FOLSOM RANCH FINANCING AUTHORITY
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH) IMPROVEMENT AREA NO. 7
SPECIAL TAX REVENUE BONDS
SERIES 2026
CERTIFICATE OF APPRAISER
Folsom Ranch Financing Authority
50 Natoma Street,
Folsom, CA, 95630
City of Folsom Community Facilities District No. 23
(Folsom Ranch)
50 Natoma Street,
Folsom, CA, 95630
Piper Sandler & Co.
3626 Fair Oaks Boulevard, Suite 200
Sacramento, California 95864
The undersigned hereby states and certifies:
1. That he is an authorized principal of Integra Re alty Resources (the “Appraiser ”) and as such is familiar with the facts herein certified and is authorized and qualified to certify the same.
2. That the Appraiser has prepared an appraisal rep ort, dated _____, 2026 (the “Appraisal Report ”), on behalf of the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “Community Facilities District”) and the Folsom Ran ch Financing Authority (the “ Authority ”) in connection with the Preliminary Official Statement, dated [POS Date] (the “ Preliminary Official Statement ”) and the Official Statement dated [BPA Date] (“ Official Statement ”), for the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 (the “Bonds ”).
3. That the Appraiser hereby consents to the reprod uction and use of the Appraisal Report appended to the Preliminary Official Statement and the Official Statement. The Appraiser also consents to the references to the Appraiser and the Appraisal made in the Preliminary Official Statement and the Official Statement.
4. In the opinion of the Appraiser the assumptions made in the Appraisal Report are reasonable. Since the date of value of the Apprais al Report, the Appraiser is not aware of any facts that would cause its opinion of value of the taxabl e property in Improvement Area No. 7 (the “Improvement Area ”) of the Community Facilities District to be lower than the value in the Appraisal.
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5. Each of the parcels appraised by the Appraiser i s encompassed within the Improvement Area as set forth in the boundary map of the Community Facilities District.
6. That, as of the date of the Preliminary Official Statement, as of the date of the Official Statement and as of the date hereof, the Appraisal Report appended to the Preliminary Official Statement and the Official Statement, to the best of my knowledge and belief, and subject to all of the Limiting Conditions and Major Assumptions set forth in the Appraisal Report, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and no events or occurrences have been ascertained by us or have come to our attention that would substantially change the estimated values stated in the Appraisal Report. However, we have not performed any procedures since the date of the Appraisal Report to obtain knowledge of such events or occurrences nor are we obligated to do so in the future.
7. The Community Facilities District, the Authority , and the Underwriter, Piper Sandler & Co., are entitled to rely on the Certificate.
Dated: [Closing Date] INTEGRA REALTY RESOURCES
By: ______________________________________
Authorized Representative
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EXHIBIT H
FORM OF OPINION OF COUNSEL TO THE DEVELOPER
[Closing Date]
Folsom Ranch Financing Authority
c/o City of Folsom
50 Natoma Street
Folsom, California 95630
Piper Sandler & Co.
3626 Fair Oaks Boulevard, Suite 100
Sacramento, California 95864
Re: $__________ Folsom Ranch Financing Authority Ci ty of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds Series 2026
Ladies and Gentlemen:
We have acted as special counsel to Toll West Inc. which will do business in California as Toll Brothers West Inc., a Delaware corporation (the “ Developer ”), in connection with the issuance of the above-referenced bonds (the “ 2026 Bonds ”) by the Folsom Ranch Financing Authority (the “Authority ”). All real property located within Improvement Area No. 7 (the “ Improvement Area ”) of the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “ Community Facilities District ”) and owned by the Developer is referred to herein as the “Property.” The 2026 Bonds are being sold to Piper Sandler & Co., as Underwriter (the “ Underwriter ”). This opinion letter is being delivered to you pursuant to Section 4(F)( 21) of the Bond Purchase Agreement, dated [BPA Date], between the Authority and the Underwriter (the “ Purchase Agreement ”).
In the course of acting as special counsel to the Developer as herein described, we have examined the following documents:
(a) Preliminary Official Statement, dated [POS Date ], prepared in conjunction with the issuance and sale of the 2026 Bonds (the “Preliminary Official Statement ”); (b) Official Statement, dated [BPA Date], prepared in conjunction with the issuance and sale of the 2026 Bonds (the “ Official Statement ”); (c) Continuing Disclosure Certificate—Toll Brothers , dated as of [Closing Date] (the “ Continuing Disclosure Document ”), executed by the Developer;
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(d) Letter of Representations of Toll West Inc. w hich will do business in California as Toll Brothers West Inc., dated [POS Date], and C losing Certificate of Toll West Inc. which will do business in California as Toll Brothers West Inc ., dated [Closing Date], each executed by the Developer (collectively, the “ Developer Certificates ”);
(e) Certificate of Incorporation of the Developer , filed with the Delaware Secretary of State, as amended, and Bylaws of the Developer, as amended (collectively, the “ Developer Formation Documents ”);
(f) Certificate of Good Standing of the Developer from the Delaware Secretary of State dated _________, 2026, and Certificate of Status of the Developer from the California Secretary of State dated _______, 2026; and
(g) Such other agreements, contracts and document s as we deemed relevant for the purposes of this opinion.
In addition, we have made such factual and other in quiries and examinations as we deemed necessary for the purposes of this opinion letter.
We call to your attention the fact that we are not general counsel to the Developer and do not represent the Developer on a continuing basis. Rather, we are representing the Developer solely in connection with its interactions with the Author ity, the Community Facilities District and the City of Folsom (the “ City ”) in connection with the issuance of the 2026 Bonds.
Whenever we have indicated in this opinion letter that the existence or absence of facts is based on our knowledge, it is intended to signif y that during the course of our representation of t he Developer as herein described, no information has c ome to the attention of the lawyers in our firm actively representing the Developer in the matters described herein which would give them current actual knowledge of the existence or absence of such facts. Please be advised that only John P. Yeager and Sandra A. Galle have been so involved.
Except to the extent expressly set forth herein, we have not undertaken any independent investigations to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Developer.
We have made no examination of, and express no opinion as to, title to the Property, the ability of the Developer to develop the Property (except as specif ically set forth in paragraph 6 below), or the viability of the development of the Property by the Developer as described in the Official Statement.
As to certain factual matters (which we have not independently established or verified), including, without limitation, the status of the de velopment of the Property by the Developer and existing development entitlements and future develo pment entitlements which must be obtained in order for the Developer to complete the development and sale of the Property, we have relied upon statements, certificates and other assurances of public officials and of certain officers and agents of the Developer, as well as employees and/or consultants of the Developer.
In expressing the opinions below, we have assumed, without inquiry or investigation, (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submi tted to us as copies or as exhibits, and the
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authenticity of such originals of such latter docum ents; (ii) that there are no oral or written terms or conditions agreed to by the Authority, the Community Facilities District, the City, and/or the Developer which would have an effect on the opinions rendered herein; (iii) that there has not been any mutual mistake of fact or misunderstanding which would have an effect on the opinions rendered herein; and (iv) that all parties have complied with any requirement of good faith and fair dealing, noncompliance with which would have an effect on the opinions rendered herein.
Based solely upon and subject to the foregoing as w ell as to the qualifications, limitations, exclusions, exceptions, assumptions an d other matters set forth herein, we are of the opinion that:
1. The Developer is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware, a nd is registered to transact business as a foreign corporation in the State of California and is in good standing under the laws of the State of California.
2. The Developer has the corporate power and corpor ate authority to execute, deliver and perform its obligations under the Continuing Disclosure Document.
3. The execution and delivery by the Developer of t he Continuing Disclosure Document and the performance by the Developer of it s obligations thereunder (i) have been duly authorized by all necessary corporate action on the part of the Developer and (ii) will not result in a violation of, a breach of, or a default under the Developer Formation Documents.
4. The Continuing Disclosure Document has been duly executed and delivered by the Developer and constitutes the legally valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms.
5. To our knowledge, there is no action, suit, proc eeding, inquiry or investigation, by or before any court, governmental agency, public board or body, pending or overtly threatened against the Developer which (A) seeks to prohibit, restrain or enjoin the proposed development by the Developer of the Property as described in the Official Statement; or (B) if determined adversely to the Developer is reasonably likely to have a material adverse effect on the Developer’s ability (i) to comply with its obligations under the Continuing Disclosur e Document, (ii) to develop the Property as described in the Official Statement or (iii) to pay special taxes or ad valorem property taxes related to the Property when due; or (C) seeks to cause the Developer to be adjudicated as bankrupt or discharged from any or all of its debts or obligations; or (D) grants or seeks to grant an extension of time to p ay the Developer’s debts or seeks to effect a reorganization or a readjustment of the Developer’s debts.
6. Without having undertaken to determine independe ntly the accuracy, completeness, or fairness of the statements contain ed in the Preliminary Official Statement and the Official Statement, but based solely on (i) our limited capacity as special counsel to the Developer, (ii) the representations of the Developer and/or its employees and/or consultants, and our reliance thereon, and (iii) our review of the Preliminary Official St atement and the Official Statement, no facts had or have come to our attention during the course of our representation of the Developer as described herein which caused us to believe that the information des cribing Development Matters (defined below) contained in the Relevant Sections (defined below) of the Preliminary Official Statement as of its date ([POS Date]) or as of the date of the Purchase Agre ement ([BPA Date]), or the Relevant Sections of
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the Official Statement as of its date ([BPA Date]) or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or o mits to state a material fact necessary to make the statements therein, in light of the circumstances u nder which they were made, not misleading; provided, however, in each case, we express no belief or conclusion as to (a) any financial statements and other financial, statistical, economic or engineering information, data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, (b) any information about valuation, appraisals, absorption or environmental matters (ot her than environmental permitting) included or referenced therein, including, without limitation, any information describing or summarizing all or any part of the Appraisal (as such term is defined in the Official Statement), and (c) any information which is identified as having been provided by a source o ther than the Developer). For purposes of this paragraph, the term “ Relevant Sections ” means the sections of the Preliminary Official Statement and the Official Statement entitled “PROPOSED PROPERTY DEVELOPMENT— Development Entitlements —Tentative and Final Mapping ,” “— Site Access ,” “— Phase 2 Water Infrastructure ” (as to the sixth paragraph only), “—Flood Zones,” “—Fire Zones,” “—Affordable Housing ” (as to the second paragraph only), and “— Toll Brothers Development ” and “CONTINUING DISCLOSURE— Toll Brothers —Prior Continuing Disclosure Compliance ” and the term “ Development Matters ” means the Developer, its Affiliates (as defined in the Developer Certificates), ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contract ual arrangements of the Developer or any of its Affiliates (including, if material to the Developer ’s development plan or the Developer’s financing plan, loans of such Affiliates).
Our opinions set forth in this opinion letter are s ubject to the following assumptions, exceptions, qualifications, limitations and exclusi ons, in addition to those assumptions, exceptions, qualifications, limitations and exclusions set forth above:
A. The foregoing opinions are qualified to the exte nt that (i) the legality, validity, binding nature and enforceability of the Continuing Disclosure Document may be limited by and subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors now or hereafter in effect (including, without limitation, any law pertaining to preferential or fraudulent transfers), or may be limited by and subject to legal or general principles of equity (whether such enforceability is considered in a pro ceeding in equity or at law), conscionability, reasonableness, good faith or fair dealing, whether relating to creditors’ rights or otherwise, and (i i) any remedy of specific performance and injunctive a nd other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
B. We express no opinion as to (i) any matters rela ted to architecture, construction, engineering, or the seismic or environmental condition of the Property (except as specifically set forth in paragraph 6 above), including, without limitatio n, any matters relating to the handling, storage, transportation or disposal of hazardous or toxic ma terials, (ii) any laws, rules or regulations relati ng thereto, and/or (iii) any other scientific or professional field as such opinion would be beyond the scope of any opinion expressed herein.
C. We express no opinion on the enforceability unde r certain circumstances of provisions to the effect that rights or remedies ar e not exclusive, that rights or remedies may be exercised without notice, that every right or remedy is cumulative and may be exercised in addition to
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or with any other right or remedy, that the election of a particular remedy or remedies does not preclude recourse to one or more other remedies, or that the failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy.
D. We express no opinion as to (i) any rights of se t-off (other than as provided by Section 3054 of the California Civil Code, as inter preted by applicable judicial decisions); (ii) the enforceability of any provision providing for indem nification for claims, losses or liabilities to the extent such indemnification is prohibited by applic able law or contrary to public policy; or (iii) the enforceability of any provisions or agreement designating a party as an agent or attorney-in-fact, except where an agent or attorney-in-fact executed the Con tinuing Disclosure Document on behalf of the Developer.
E. We express no opinion as to the legality, validi ty, binding nature or enforceability (whether in accordance with its term s or otherwise) of any provision insofar as it provides for the payment or reimbursement of costs and expenses in excess of a reasonable amount determined by any court or other tribunal (further, we wish to bring to your attention that to the extent any such provision provides for the payment of attorneys’ fees in litigation, under California law such attorneys’ fees may be granted only to the prevaili ng party and such provisions are deemed to extend to both parties, notwithstanding that such provisions by their express terms benefit only one party).
F. We express no opinion regarding any laws or regu lations involving taxes, including without limitation, we express no opinion as to the exclusion from gross income for federal income tax purposes of the interest on the 2026 Bon ds, or the exemption of the interest on the 2026 Bonds from the State of California personal income taxes.
G. Except as specifically set forth in paragraph 6 above, we express no opinion as to (i) compliance with the anti-fraud provisions of applicable federal and state securities or other laws, rules or regulations or (ii) the applicability or effect on the subject transaction of the securities laws of the State of California, the United States of America, including but not limited to the Securities Act of 1933, as amended, and any other jurisdiction.
H. We are licensed to practice law only in the Stat e of California. Accordingly, we are opining only as to the internal laws (excluding laws relating to conflicts of laws) of the State of California, the federal laws of the United States o f America, and the Delaware General Corporation Law, and assume no responsibility as to the applicability or effect of the laws of any other jurisdiction.
I. Whenever we have stated that we have assumed any matter of fact, it is intended to indicate that we have assumed such matt er without making any factual, legal or other inquiry or investigation, and without expressing any opinion or conclusion of any kind concerning such matter.
J. This opinion letter is furnished to you specific ally in connection with the issuance of the 2026 Bonds pursuant to the terms of the Purchase Agreement, and solely for your information and benefit. It may not be utilized, relied on, quoted or distributed to any other person by you in any other connection, and it may not be utilized, relied on or quoted by any other person for any
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purpose, without in each instance our express prior written consent; provided, however, a copy may be included in the transcript of the proceedings for the 2026 Bonds.
K. The opinions expressed herein are given on the d ate hereof and are based on the facts (as we know, believe or have assumed them to be) and law as in effect on the date hereof.
We undertake neither to supplement or update this o pinion letter nor undertake to advise you or any other party if there is a change in law or facts or new facts come to our attention subsequent to the date hereof which may affect the opinions expressed above and/or which may cause us to amend any portion of this opinion letter in full or in part. If futu re acts or omissions of the parties may serve to mo dify, alter or change the circumstances under which the o pinions herein were rendered, our opinions set forth in this opinion letter shall remain as if such future acts or omissions did not occur. Also, actions, conduct or omissions by a party may create a situat ion of waiver, estoppel or novation which would supplant the opinions set forth in this opinion letter.
Very Truly Yours,
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Attachment 8
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1 FORM OF DISTRICT CONTINUING DISCLOSURE CERTIFICATE
THIS DISTRICT CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”), dated as of ___________, 2026, is executed and deli vered by the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “District”) rel ative to the Folsom Ranch Financing Authority (the “Authority”) in connection with the issuance by the Authority of the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 (the “Bonds”). The Bonds are being issued pursuant to a Trust Agreement (the “Trust Agreement”), among the District, the Au thority and U.S. Bank Trust Company, National Association (the “Trustee”). The District covenants and agrees as follows.
SECTION 1. Purpose of the Disclosure Certificate. The Disclosure Certificate is being executed and delivered by the District for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set f orth in the Trust Agreement, which apply to any capitalized term used in this Disclosu re Certificate unless otherwise defined in this Sec tion, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 hereof.
“Annual Report Date” means the date in each year that is nine months after the end of the District’s fiscal year, which date, as of the date of this Disclosure Certificate, is April 1. “Dissemination Agent” shall mean NBS, or any succes sor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation. “EMMA System” means the MSRB’s Electronic Municipal Market Access system, or such other electronic system designated by the MSRB.
“Financial Obligation” means, for purposes of the L isted Events set out in Section 5(a)(10) and Section 5(b)(7), a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii).
The term “Financial Obligation” shall not include M unicipal Securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule.
“Listed Events” means any of the events listed in subsection (a) of Section 5 hereof. “MSRB” means the Municipal Securities Rulemaking Board, or any successor thereto. “Official Statement” means the Official Statement, dated ___________, 2026, relating to the Bonds.
“Participating Underwriter” means the original underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds.
“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
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2 SECTION 3. Provision of Annual Reports.
(a) The District shall, or shall cause the Dissemi nation Agent to, provide to the MSRB through the EMMA System, in an electronic format and accomp anied by identifying information all as prescribed by the MSRB, an Annual Report which is consistent w ith the requirements of Section 4 hereof, not later than the Annual Report Date, commencing with the report for the 2025-26 Fiscal Year. The Annual Report may be submitted as a single document or as separat e documents comprising a package, and may include by reference other information as provided in Section 4 hereof; provided, however, that the audited financial statements of the District may be submitted separat ely from the balance of the Annual Report, and late r than the date required above for the filing of the Annual Report if not available by that date. If the District’s fiscal year changes, it shall, or shall instruct the Dissemination Agent to, give notice of such change in the same manner as for a Listed Event under subsection (e) of Section 5 hereof. The first Annual Report may include the filing of or reference to the Official Statement. (b) Not later than 15 business days prior to the da te specified in subsection (a) of this Section for the providing of the Annual Report to the MSRB, the District shall provide the Annual Report to th e Dissemination Agent.
(c) If the Dissemination Agent is other than the Di strict, then not later than fifteen (15) Business Days prior to said date, the District shall provide the Annual Report to the Dissemination Agent.
If the District is unable to provide the Annual Report to the MSRB by the Annual Report Date, the District shall send a notice to the MSRB in substantially the form attached as Exhibit A to the Disclosure Certificate. (d) The Dissemination Agent shall:
(i) provide any Annual Report received by it to the MS RB, as provided herein; and (ii) file a report with the District certifying that th e Annual Report has been provided pursuant to this Disclosure Certificate and stating the date it was so provided.
SECTION 4. Content of Annual Reports. The District’s Annual Report shall contain or incorporate by reference the following:
(a) The District’s audited financial statements, if an y, prepared in accordance with generally accepted accounting principles as promulg ated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the District’s audited financial statements, if any, are not available by the time the Annual Report is required to be filed pursuant to subsection (a) of Section 3 hereof, the Annual R eport shall contain unaudited financial statements, and the audited financial statements, i f any, shall be filed in the same manner as the Annual Report when they become available. If the D istrict’s financial statement is included or consolidated with the financial statement for the City of Folsom (the “City”), then the District shall file the City’s audited financial statements as its own. (b) The following information:
(i) The principal amount of Bonds and any bonds secure d by Refunding Local Obligations (as defined in the Official Statement) Outstanding as of the December 31 next preceding the Annual Report Date along with debt service schedules for the Bonds and any bonds secured by Refunding Local Obligations (as defined in the Official Statement) Outstanding as of such date;
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3 (ii) The balance in each reserve account for the Local Obligations, and a statement of the required bond reserve amount, as of the December 31 next preceding the Annual Report Date; (iii) The total assessed value of all parcels within the Improvement Area on which the Special Taxes are levied, as shown on the assessment roll of the Sacramento County Assessor last equalized prior to the December 31 next preceding t he Annual Report Date, and a statement of assessed value-to-lien ratios therefor based on special tax and assessment debt, either by individual parcel or by categories (e.g., “below 3:1,” “3:1 to 4:1” etc.); (iv) The Special Tax delinquency rate for the Improveme nt Area as of the December 31 next preceding the Annual Report Date; the number o f parcels within the Improvement Area delinquent in payment of special taxes as of the De cember 31 next preceding the Annual Report Date; the amount of each delinquency; the length of time delinquent and the date on which foreclosure was commenced, or similar information p ertaining to delinquencies deemed appropriate by the District; provided, however, that parcels with aggregate delinquencies of $1,000 or less (excluding penalties and interest) may be g rouped together and such information may be provided by category;
(v) The status of foreclosure proceedings and a summar y of the results of any foreclosure sales in the Improvement Area as of the December 31 next preceding the Annual Report Date;
(vi) The identity of any property owner, representing m ore than 5% of the Special Tax levy, delinquent in payment of special taxes as of the December 31 next preceding the Annual Report Date;
(vii) All tentative and final maps approved and/or recor ded within the Improvement Area, describing the gross acres, the planned commercial acres and the number and type of planned residential dwelling units;
(viii) The number of new building permits issued and a de scription of the purpose of such permits (e.g., new single-family, new multi-family, new commercial, new industrial); (ix) A land ownership summary listing the top ten Speci al Taxpayers for the Improvement Area (excluding any individual homeowner responsible for 5% or less of the Special Tax for the current Fiscal Year), as shown on the a ssessment roll of the Sacramento County Assessor last equalized prior to the December 31 next preceding the Annual Report Date; and (x) For the current Fiscal Year, the amount of the Eff ective Tax Rate Evaluation Maximum Facilities Special Tax, the Maximum Facilities Special Tax, the actual Facilities Special Tax levied within the Improvement Area and the actual Special Tax levied within the Improvement Area, with such amounts reported separately for Developed Property, Small Lot Final Map Property and Large Lot Property; provided, however, that once all Taxable Property within the Improvement Area is Developed Property, the Maximum Facilities Special Tax and the actual Facilities Special Tax and the actual Special Tax levied may each be s hown on an aggregate basis in the Annual Report. For the purposes of this subparagraph (x), all capitalized terms used but not otherwise defined herein shall have the meanings ascribed the reto in the Rate and Method for the Improvement Area.
In addition to any of the information expressly req uired to be provided under this Section, as set forth above, the District shall provide such furthe r information, if any, as may be necessary to make the
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4 specifically required statements, in the light of t he circumstances under which they are made, not misleading.
Any or all of the items listed above may be include d by specific reference to other documents, including official statements of debt issues of the District or related public entities, which have be en submitted to the MSRB through the EMMA System. The District shall clearly identify each such other document so included by reference.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section, the District shall give notice, or cause notice to be given, not less than ten Business Days after the occurrence of any of the following events with res pect to the Bonds:
(i) Principal and interest payment delinquencies.
(ii) Unscheduled draws on debt service reserves reflect ing financial difficulties. (iii) Unscheduled draws on credit enhancements reflectin g financial difficulties. (iv) Substitution of credit or liquidity providers, or their failure to perform. (v) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue IRS Form 5701 TEB) or other material notices or determinations with respect to the tax s tatus of the Bonds, or other material events affecting the tax-exempt status of the security.
(vi) Defeasances.
(vii) Tender offers.
(viii) Bankruptcy, insolvency, receivership or simi lar event of the obligated person.
Note: For the purposes of the event identified in subparagraph (ix), the event is considered to occur when any of the following occur: the appo intment of a receiver, trustee or similar officer for an obligated person in a pro ceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body a nd officials or officers in possession but subject to the supervision and order s of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (ix) Rating changes.
(x) Default, event of acceleration, termination eve nt, modification of terms or other similar events under the terms of a financial Obligation of the District, any of which reflect financial difficulties.
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5 (b) The District shall give notice, or cause notice to be given, not less than ten Business Days after the occurrence of any of the following events with respect to the Bonds, if material:
(i) Modifications to rights of Bond holders.
(ii) Bond calls.
(iii) Release, substitution or sale of property se curing repayment of the Bonds. (iv) Non-payment related defaults.
(v) The consummation of a merger, consolidation, o r acquisition involving an obligated person or the sale of all or substantiall y all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms.
(vi) Appointment of a successor or additional trus tee or the change of name of a trustee.
(vii) Incurrence of a Financial Obligation of the D istrict, or agreement to covenants, events of default, remedies, priority rights, or similar terms of a Financial Obligation of the District, any of which affect Bondholders.
(c) Whenever the District obtains knowledge of the occurrence of a Listed Event described in subsection (b) above, the District shall determine if such event would be material under applicable federal securities laws.
(d) If the District learns of the occurrence of a L isted Event described in subsection (a) of this Section, or determines that knowledge of a Listed E vent described in subsection (b) of this Section would be material under applicable federal securities law s, the District shall notify the Dissemination Agen t thereof in writing and instruct the Dissemination Agent to report the occurrence pursuant to subsection (e) of this Section. If in response to a request under subsection (b) of this Section, the District determines that the Listed Event would not be material under applicable Federal securities law, the District shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (e) of this Section.
(e) If the Dissemination Agent has been instructed by the District to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB through the EMMA System. Notwithstanding the foregoing, notice of Listed Events described in paragraph (vii) of subsection (a) of this Section and paragraph (ii) o f subsection (b) of this Section need not be given under this subsection any earlier than the notice (if any ) of the underlying event is given to holders of af fected Bonds pursuant to the Trust Agreement.
SECTION 6. Termination of Reporting Obligation. The District ’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under subsection (e) of Section 5 hereof.
SECTION 7. Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out it s obligations under this Disclosure Certificate, an d may
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6 discharge any such Dissemination Agent, with or wit hout appointing a successor Dissemination Agent.
The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the District pursuant to the Disclosure Certificate.
SECTION 8. Amendment; Waiver. Notwithstanding any other prov ision of this Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisio ns of subsection (a) of Section 3 hereof, Section 4 hereof or subsections (a) and (b) of Section 5 hereof, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, afte r taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver (i) is approved b y Owners of the Bonds in the manner provided in the Trust Agreement for amendments to the Trust Agreement with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of Owners or Beneficial Owners of the Bonds.
If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the annual finan cial information containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impac t of the change in the type of operating data or financial information being provided.
If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financia l information for the year in which the change is m ade shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the diffe rences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial statements or information, in order to provide information to investors to enable them to evaluate the ability of the District to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be given in the same manner as for a Listed Event under subsection (e) of Section 5 hereof.
SECTION 9. Additional Information. Nothing in this Disclosur e Certificate shall be deemed to prevent the District from disseminating any other i nformation, using the means of dissemination set fo rth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a List ed Event, in addition to that which is required by this Disclosure Certificate. If the District chooses to include any information in any Annual Report or no tice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the District shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
SECTION 10. Default. In the event of a failure of the Distric t or the Dissemination Agent to comply with any provision of this Disclosure Certif icate, any Holder or Beneficial Owner of outstandin g
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7 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District t o comply with its obligations under the Disclosure Certificate. A default under the Disclosure Certif icate shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under the Disc losure Certificate in the event of any failure of t he District to comply with the Disclosure Certificate shall be an action to compel performance.
SECTION 11. Duties, Immunities and Liabilities of Disseminatio n Agent. The Dissemination Agent shall be entitled to the protections and limi tations from liability afforded to the Trustee unde r the Trust Agreement. The Dissemination Agent shall not be responsible for the form or content of any Annual Report or notice of Listed Event. The Disseminatio n Agent shall receive reasonable compensation for i ts services provided under this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duti es hereunder, including the costs and expenses (includ ing attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the District under this Section shal l survive resignation or removal of the Disseminati on Agent and payment of the Bonds.
SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriter and Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 13. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the District has executed this Disclosure Certificate as of the date first above written.
CITY OF FOLSOM COMMUNITY FACILITIES
DISTRICT NO. 23 (FOLSOM RANCH)
By:
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8 EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Folsom Ranch Financing Authority
Name of Issue: Folsom Ranch Financing Authority Cit y of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026
Date of Issuance: ___________, 2026
NOTICE IS HEREBY GIVEN that the City of Folsom Comm unity Facilities District No. 23 (Folsom Ranch) (the “District”) has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosu re Certificate, dated ___________, 2026, executed by the District for the benefit of the Holders and Ben eficial Owners of the above-referenced bonds. [The District anticipates that the Annual Report will be filed by ____________.] Dated: _________________
CITY OF FOLSOM COMMUNITY FACILITIES
DISTRICT NO. 23 (FOLSOM RANCH)
By:
Finance Director of the City of Folsom
04/14/2026 Item No.24.
Attachment 9
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Total Estimated Par Amount $9,995,000
Total Estimated Net Premium or (Net Original Discount) $12,578 Total Estimated Bond Proceeds $10,007,578
A. True Interest Cost (TIC) of the Bonds 5.12% 1
B. Sum of all fees and charges paid to 3rd parties $512,441 Cost of Issuance 395,000 1
Underwriter's Discount 117,441 1
C. Bond Proceeds Net of Reserves, Capitalized Interest and 3rd Party Fees and Charges $8,724,281
Bond proceeds 10,007,578 1
Less Reserve Fund (770,856) 1 Less Sum of all fees and charges paid to 3rd parties (512,441) 1 Less Capitalized Interest 0 1
D. Total Payment Amount $20,312,036
Total Principal and Interest to Maturity** 19,724,786 1 Trustee Fee 101,500 2
Special Tax Admin. /Continuing Disclosure Fee 449,500 3 Arbitrage /Rebate Fee 21,750 4
County Collection Charge 14,500 5
Sources:
1 Preliminary Cash Flows from Piper Sandler with market rates as of 3/23/26 plus 15 bps 2 Per U.S. Bank, estimated 29 years at $3,500 per year
3 Per NBS, estimated 29 years at $15,500 per year
4 Per NBS, estimated 29 years at $750 per year
5 Per NBS, estimated 29 years at $500 per year
Folsom Ranch Financing Authority
City of Folsom Community Facilities District
No. 23 (Folsom Ranch) Improvement Area No. 7
Special Tax Revenue Bonds, Series 2026
SB 450 Summary / Government Code 5852.1*
*Summary reflects good faith estimates as of 3/23/26 and all costs associated with the financing; subject to change based on interest rates, market conditions, and other factors. Estimates do not impose any limitations or constraints upon authorized parameters, which differ from the estimates above ** Less Capitalized Interest, if any
04/14/2026 Item No.24.
Total Estimated Par Amount $9,995,000
Total Estimated Net Premium or (Net Original Discount) $12,578 Total Estimated Bond Proceeds $10,007,578
A. True Interest Cost (TIC) of the Bonds 5.12% 1
B. Sum of all fees and charges paid to 3rd parties $512,441 Cost of Issuance 395,000 1
Underwriter's Discount 117,441 1
C. Bond Proceeds Net of Reserves, Capitalized Interest and 3rd Party Fees and Charges $8,724,281
Bond proceeds 10,007,578 1
Less Reserve Fund (770,856) 1 Less Sum of all fees and charges paid to 3rd parties (512,441) 1 Less Capitalized Interest 0 1
D. Total Payment Amount $20,283,036
Total Principal and Interest to Maturity** 19,724,786 1 Trustee Fee 72,500 2
Special Tax Admin. /Continuing Disclosure Fee 449,500 3 Arbitrage /Rebate Fee 21,750 4
County Collection Charge 14,500 5
Sources:
1 Preliminary Cash Flows from Piper Sandler with market rates as of 3/23/26 plus 15 bps 2 Per U.S. Bank, estimated 29 years at $2,500 per year
3 Per NBS, estimated 29 years at $15,500 per year
4 Per NBS, estimated 29 years at $750 per year
5 Per NBS, estimated 29 years at $500 per year
City of Folsom
Community Facilities District No. 23 (Folsom Ranch)
Improvement Area No. 7
Special Tax Bonds
SB 450 Summary / Government Code 5852.1*
*Summary reflects good faith estimates as of 3/23/26 and all costs associated with the financing; subject to change based on interest rates, market conditions, and other factors. Estimates do not impose any limitations or constraints upon authorized parameters, which differ from the estimates above ** Less Capitalized Interest, if any
04/14/2026 Item No.24.
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