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Maximum Facilities Special Tax Rate. The Transition Services Special Tax Escalation Factor shall be applied beginning in the Transition Year. Following the Transition Year, the Transition Services Special Tax Rate shall be equal to the prior year’s Transition Services Special Tax Rate, increased by the Transition Services Special Tax Escalation Factor.
“Transition Services Special Tax Requirement” Beginning in the Transition Year, to (i) pay Transition Services Administrative Expenses in an amount designated by the City; (ii) pay Authorized Services expenses; (iii) pay any amounts required to establish or replenish any repair, replacement and contingency funds, capital improvement funds, or reserve funds related to the Authorized Services expenses; (iv) pay for reasonably anticipated delinquent Transition Services Special Taxes based on the delinquency rate for Transition Services Special Taxes levied in the previous Fiscal Year; less (v) a credit for funds available to reduce the annual Transition Services Special Tax levy as determined by the CFD No. 24 IA3 Administrator.
“Transition Year” means the first year in which the CFD No. 24 IA3 Administrator determines that the Transition Event occurred in the prior Fiscal Year.
“Trustee” means the entity appointed pursuant to an Indenture to act as the trustee, fiscal agent, or paying agent or a combination thereof.
“Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property, Small Lot Final Map Property, Permit Ready Multi-Family/Non-Residential Property, or Large Lot Property.
“Welfare Exempt Property” means, in any Fiscal Year, all Parcels within the boundaries of CFD No. 24 IA3 that (a) have been granted a welfare exemption by the County under subdivision (g) of Section 214 of the Revenue and Taxation Code indicated in the Assessor’s Data finalized as of January 1 of the previous Fiscal Year, and (b) are exempt from the Special Tax pursuant to Section 53340(c) of the Act.
Pursuant to Section 53340(c) of the Act, after the issuance of the first series of Bonds, as applicable, any Assessor’s Parcels that receives a welfare exemption under subdivision (g) of Section 214 of the Revenue and Taxation Code shall not be classified as Welfare Exempt Property and will be subject to the Facilities Special Tax.
B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, using City and County records, City zoning information, and land use development plans, all Assessor’s Parcels within the boundaries of CFD No. 24 IA3 shall be designated as either Taxable Property or Exempt Property.
All Taxable Property shall be further classified as Developed Property, Small Lot Final Map Property, Permit Ready Multi-Family/Non-Residential Property, Large Lot Property, or Undeveloped Property and shall be subject to the levy of the annual Special Tax determined pursuant to Sections C and D below.
C. FACILITIES SPECIAL TAX
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Prior to the Transition Year, a Maximum Facilities Special Tax shall be assigned to all Taxable Property within CFD No. 24 IA3 according to the Maximum Facilities Special Tax Rates set forth in Attachment A of this Rate and Method of Apportionment.
Once assigned, the sum of the total Maximum Facilities Special Tax shall be equal to or greater than the Minimum Facilities Revenue, unless adjusted by an Effective Tax Rate Evaluation as described below. The Minimum Facilities Revenue for Fiscal Year 2026-2027 is set forth in Attachment B of this Rate and Method of Apportionment.
On each July 1, commencing on July 1, 2027, the Maximum Facilities Special Tax Rates and Minimum Facilities Revenue shall be increased by the Facilities Special Tax Escalation Factor of the Maximum Facilities Special Tax Rates and Minimum Facilities Revenue in effect for the previous Fiscal Year.
C.1. Future Assessor’s Parcel Changes – Prior to an Effective Tax Rate Evaluation The Maximum Facilities Special Tax shall be assigned to all future Assessor’s Parcel(s) created from a subdivision, lot line adjustment, or merger of one or more Assessor’s Parcels so that the revised sum of the total Maximum Facilities Special Tax revenue is not less than the Minimum Facilities Revenue set forth in Attachment B of this Rate and Method of Apportionment.
Undeveloped Property Subdividing into Large Lot Property When Undeveloped Property subdivides into Large Lot Property, the Maximum Facilities Special Tax shall be calculated for all Taxable Property as if all of the Taxable Property was classified as Developed Property. The expected Developed Property Maximum Facilities Special Tax for any Large Lot Property and any remaining Undeveloped Property shall be based upon the Planned Development for the Large Lot Property and remaining Undeveloped Property.
If the sum of the total expected Developed Property Maximum Facilities Special Tax generated by all of the Taxable Property is greater than or equal to the Minimum Facilities Revenue, there will be no further adjustments to the Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non-Residential Property Maximum Facilities Special Tax Rates for the Large Lot Property created from the Undeveloped Property subdivision.
If the sum of the total expected Developed Property Maximum Facilities Special Tax is less than the Minimum Facilities Revenue, the Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non-Residential Property Maximum Facilities Special Tax Rates shall be Proportionately increased, on the Large Lot Property created from the Undeveloped Property subdivision, until the sum of the total expected Developed Property Maximum Facilities Special Tax is equal to the Minimum Facilities Revenue. Further, if the sum of the total current Maximum Facilities Special Tax is less than the Minimum Facilities Revenue, the Maximum Facilities Special Tax Rates for the Large Lot Property and any remaining Undeveloped Property created from the Undeveloped Property subdivision shall be Proportionately increased until the sum of the total current Maximum Facilities Special Tax is equal to the Minimum Facilities Revenue. Attachment B of this Rate and Method of Apportionment shall be updated to reflect any increases to the Maximum Facilities Special Tax Rates from the Undeveloped Property subdivision. The
04/14/2026 Item No.21.
City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 11
Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non- Residential Property Maximum Facilities Special Tax Rates shall not be adjusted for any Taxable Property already classified as Developed Property, Small Lot Final Map Property or Permit Ready Multi-Family/Non-Residential Property.
Large Lot Property Subdividing into Small Lot Final Map Property and Permit Ready Multi- Family/Non-Residential Property
When Large Lot Property subdivides into Small Lot Final Map Property or Permit Ready Multi- Family/Non-Residential Property, the Maximum Facilities Special Tax shall be calculated for all Taxable Property as if all of the Taxable Property was classified as Developed Property. If the Large Lot Property subdivision also creates Small Lot Final Map Remainder Property, the expected Developed Property Maximum Facilities Special Tax for the Small Lot Final Map Remainder Property shall be based upon the Planned Development for the Small Lot Final Map Remainder Property. The expected Developed Property Maximum Facilities Special Tax for any remaining Large Lot Property and Undeveloped Property shall be based upon the Planned Development of the Large Lot Property and the Undeveloped Property.
If the sum of the total expected Developed Property Maximum Facilities Special Tax is greater than or equal to the Minimum Facilities Revenue, there will be no further adjustments to the Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non- Residential Property Maximum Facilities Special Tax Rates for the Small Lot Final Map Property, Small Lot Final Map Remainder Property and Permit Ready Multi-Family/Non-Residential Property created from the Large Lot Property subdivision.
If the sum of the total expected Developed Property Maximum Facilities Special Tax is less than the Minimum Facilities Revenue, and such difference is not eliminated by the partial prepayment of the Effective Tax Rate Evaluation Maximum Facilities Special Tax pursuant to Section L, the Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non- Residential Property Maximum Facilities Special Tax Rates shall be Proportionately increased, on the Small Lot Final Map Property, Small Lot Final Map Remainder Property and Permit Ready Multi-Family/Non-Residential Property created from the Large Lot Property subdivision, until the sum of the total expected Developed Property Maximum Facilities Special Tax is equal to the Minimum Facilities Revenue. Attachment B of this Rate and Method of Apportionment shall be updated to reflect any increases to the Maximum Facilities Special Tax Rates from the Large Lot Property subdivision. The Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non-Residential Property Maximum Facilities Special Tax Rates shall not be adjusted for any Taxable Property already classified as Developed Property, Small Lot Final Map Property or Permit Ready Multi-Family/Non-Residential Property created prior to the Large Lot Property subdivision.
C.2. Effective Tax Rate Evaluation
Prior to the issuance of the first series of Bonds within CFD No. 24 IA3 an Effective Tax Rate Evaluation will be completed. Following the Effective Tax Rate Evaluation, Attachment C of this
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Rate and Method of Apportionment will be updated to reflect the Effective Tax Rate Evaluation Maximum Facilities Special Tax Rate for all Taxable Property in CFD No. 24 IA3.
Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates As part of the Effective Tax Rate Evaluation, a Price Point Study will be prepared and an estimated average sales prices will be established for each Residential Property land use category. Using the estimated average sales price information determined in the Price Point Study, the Total Estimated Tax Burden and Total Effective Tax Rate will be calculated, using the Developed Property Maximum Facilities Special Tax Rates set forth in Attachment A, for each Residential Property land use category. If the calculated Total Effective Tax Rate is less than or equal to the Total Maximum Effective Tax Rate for a Residential Property land use category, the Maximum Facilities Special Tax Rate shall not be adjusted and will be assigned using the Developed Property Maximum Facilities Special Tax Rates set forth in Attachment A. Attachment C of this Rate and Method of Apportionment will be updated to set forth the Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rate for each Residential Property land use category.
If the Total Effective Tax Rate for any Residential Property land use category exceeds the Total Maximum Effective Tax Rate, the Developed Property Maximum Facilities Special Tax Rate set forth in Attachment A shall be reduced until the Total Effective Tax Rate is less than or equal to the Total Maximum Effective Tax Rate for that Residential Property land use category.
Attachment C of this Rate and Method of Apportionment will be updated to set forth the Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rate for each Residential Property land use category.
Effective Tax Rate Evaluation Minimum Facilities Revenue As a result of the Effective Tax Rate Evaluation, if the calculated Total Effective Tax Rate is less than or equal to the Total Maximum Effective Tax Rate for a Residential Property land use category used in the Minimum Facilities Revenue calculation, the Developed Property Maximum Facilities Special Tax Rate for the applicable Residential Property land use category shall not be adjusted and the Effective Tax Rate Evaluation Developed Property Maximum Facilities Special Tax Rate will be assigned using the Developed Property Maximum Facilities Special Tax Rates set forth in Attachment B. Attachment D of this Rate and Method of Apportionment will be updated to set forth the Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rate for each Residential Property land use category and the Effective Tax Rate Evaluation Minimum Facilities Revenue.
If the calculated Total Effective Tax Rate exceeds the Total Maximum Effective Tax Rate for a Residential Property land use category used in the Minimum Facilities Revenue calculation, the Effective Tax Rate Evaluation Developed Property Maximum Facilities Special Tax Rate will be assigned using the Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates set forth in Attachment C. Attachment D of this Rate and Method of Apportionment will be updated to set forth the Developed Property Effective Tax Rate Evaluation Maximum
04/14/2026 Item No.21.
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Facilities Special Tax Rate for each Residential Property land use category and the Effective Tax Rate Evaluation Minimum Facilities Revenue.
C.3. Future Assessor’s Parcel Changes – After an Effective Tax Rate Evaluation The Effective Tax Rate Evaluation Maximum Facilities Special Tax shall be assigned to all future Assessor’s Parcel(s) created from a subdivision, lot line adjustment, or merger of one or more Assessor’s Parcels so that the revised sum of the total Effective Tax Rate Evaluation Maximum Facilities Special Tax revenue is not less than the total Effective Tax Rate Evaluation Minimum Facilities Revenue set forth in Attachment D of this Rate and Method of Apportionment.
Undeveloped Property Subdividing into Large Lot Property When Undeveloped Property subdivides into Large Lot Property, the Effective Tax Rate Evaluation Maximum Facilities Special Tax shall be calculated for all Taxable Property as if all of the Taxable Property was classified as Developed Property. The expected Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax for any Large Lot Property and any remaining Undeveloped Property shall be based upon the Planned Development for the Large Lot Property and remaining Undeveloped Property.
If the sum of the total expected Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax generated by all of the Taxable Property is greater than or equal to the Effective Tax Rate Evaluation Minimum Facilities Revenue, there will be no further adjustments to the Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non- Residential Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates for the Large Lot Property created from the Undeveloped Property subdivision.
If the sum of the total expected Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax is less than the Effective Tax Rate Evaluation Minimum Facilities Revenue, the Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non- Residential Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates shall be Proportionately increased, on the Large Lot Property created from the Undeveloped Property subdivision, until the sum of the total expected Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax is equal to the Effective Tax Rate Evaluation Minimum Facilities Revenue. Further, if the sum of the total current Effective Tax Rate Evaluation Maximum Facilities Special Tax is less than the Effective Tax Rate Evaluation Minimum Facilities Revenue, the Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates for the Large Lot Property and any remaining Undeveloped Property created from the Undeveloped Property subdivision shall be Proportionately increased until the sum of the total current Effective Tax Rate Evaluation Maximum Facilities Special Tax is equal to the Effective Tax Rate Evaluation Minimum Facilities Revenue. Attachment D of this Rate and Method of Apportionment shall be updated to reflect any increases to the Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates from the Undeveloped Property subdivision. The Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non-Residential Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates shall not be adjusted for any Taxable Property already classified as
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Developed Property, Small Lot Final Map Property or Permit Ready Multi-Family/Non-Residential Property.
Large Lot Property Subdividing into Small Lot Final Map Property and Permit Ready Multi- Family/Non-Residential Property
When Large Lot Property subdivides into Small Lot Final Map Property or Permit Ready Multi- Family/Non-Residential Property, the Effective Tax Rate Evaluation Maximum Facilities Special Tax shall be calculated for all Taxable Property as if all of the Taxable Property was classified as Developed Property. If the Large Lot Property subdivision also creates Small Lot Final Map Remainder Property, the expected Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax for the Small Lot Final Map Remainder Property shall be based upon the Planned Development for the Small Lot Final Map Remainder Property. The expected Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax for any remaining Large Lot Property and Undeveloped Property shall be based upon the Planned Development of the Large Lot Property and the Undeveloped Property.
If the sum of the total expected Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax is greater than or equal to the Effective Tax Rate Evaluation Minimum Facilities Revenue, there will be no further adjustments to the Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non-Residential Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates for the Small Lot Final Map Property, Small Lot Final Map Remainder Property and Permit Ready Multi-Family/Non-Residential Property created from the Large Lot Property subdivision.
If the sum of the total expected Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax is less than the Effective Tax Rate Evaluation Minimum Facilities Revenue, and such difference is not eliminated by the partial prepayment of the Effective Tax Rate Evaluation Maximum Facilities Special Tax pursuant to Section L, the Developed Property, Small Lot Final Map Property and Permit Ready Multi-Family/Non-Residential Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates shall be Proportionately increased, on the Small Lot Final Map Property, Small Lot Final Map Remainder Property and Permit Ready Multi- Family/Non-Residential Property created from the Large Lot Property subdivision, until the sum of the total expected Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax is equal to the Effective Tax Rate Evaluation Minimum Facilities Revenue. Attachment D of this Rate and Method of Apportionment shall be updated to reflect any increases to the Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates from the Large Lot Property subdivision. The Developed Property, Small Lot Final Map Property and Permit Ready Multi- Family/Non-Residential Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates shall not be adjusted for any Taxable Property already classified as Developed Property, Small Lot Final Map Property or Permit Ready Multi-Family/Non-Residential Property created prior to the Large Lot Property subdivision.
C.4. Method of Apportionment of Facilities Special Tax
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City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 15
Using the definitions and procedures described herein, the CFD No. 24 IA3 Administrator shall determine the Facilities Special Tax Requirement and levy the Facilities Special Tax until the amount of Facilities Special Taxes equals the Facilities Special Tax Requirement. The Facilities Special Tax shall be levied each Fiscal Year until the Transition Year as follows:
Prior to an Effective Tax Rate Evaluation
First: The Facilities Special Tax shall be levied Proportionately on all Developed Property at a rate up to 100% of the Maximum Facilities Special Tax in order to satisfy the Facilities Special Tax Requirement.
Second: If additional monies are needed to satisfy the Facilities Special Tax Requirement after the first step has been completed, the Facilities Special Tax shall be levied Proportionately on all Small Lot Final Map Property at a rate up to 100% of the Maximum Facilities Special Tax. The Facilities Special Tax shall be levied on Small Lot Final Map Property for the entire portion of the Facilities Special Tax Requirement, excluding only Pay As You Go Costs.
Third: If additional monies are needed to satisfy the Facilities Special Tax Requirement after the first two steps have been completed, the Facilities Special Tax shall be levied Proportionately on all Permit Ready Multi-Family/Non-Residential Property at a rate up to 100% of the Maximum Facilities Special Tax. The Facilities Special Tax shall be levied on Permit Ready Multi-Family/Non- Residential Property for the entire portion of the Facilities Special Tax Requirement, excluding only Pay As You Go Costs.
Fourth: If additional monies are needed to satisfy the Facilities Special Tax Requirement after the first three steps have been completed, the Facilities Special Tax shall be levied Proportionately on all Large Lot Property at a rate up to 100% of the Maximum Facilities Special Tax. The Facilities Special Tax shall be levied on Large Lot Property for the entire portion of the Facilities Special Tax Requirement, excluding only Pay As You Go Costs.
Fifth: If additional monies are needed to satisfy the Facilities Special Tax Requirement after the first four steps have been completed, the Facilities Special Tax shall be levied Proportionately on all Undeveloped Property at a rate up to 100% of the Maximum Facilities Special Tax. The Facilities Special Tax shall be levied on Undeveloped Property for the entire portion of the Facilities Special Tax Requirement, excluding only Pay As You Go Costs.
After an Effective Tax Rate Evaluation
First: The Facilities Special Tax shall be levied Proportionately on all Developed Property at a rate up to 100% of the Effective Tax Rate Evaluation Maximum Facilities Special Tax in order to satisfy the Facilities Special Tax Requirement.
Second: If additional monies are needed to satisfy the Facilities Special Tax Requirement after the first step has been completed, the Facilities Special Tax shall be levied Proportionately on all Small Lot Final Map Property at a rate up to 100% of the Effective Tax Rate Evaluation Maximum Facilities Special Tax. The Facilities Special Tax shall be levied on Small Lot Final Map Property for the entire portion of the Facilities Special Tax Requirement, excluding only Pay As You Go Costs.
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Third: If additional monies are needed to satisfy the Facilities Special Tax Requirement after the first two steps have been completed, the Facilities Special Tax shall be levied Proportionately on all Permit Ready Multi-Family/Non-Residential Property at a rate up to 100% of the Effective Tax Rate Evaluation Maximum Facilities Special Tax. The Facilities Special Tax shall be levied on Permit Ready Multi-Family/Non-Residential Property for the entire portion of the Facilities Special Tax Requirement, excluding only Pay As You Go Costs.
Fourth: If additional monies are needed to satisfy the Facilities Special Tax Requirement after the first three steps have been completed, the Facilities Special Tax shall be levied Proportionately on all Large Lot Property at a rate up to 100% of the Effective Tax Rate Evaluation Maximum Facilities Special Tax. The Facilities Special Tax shall be levied on Large Lot Property for the entire portion of the Facilities Special Tax Requirement, excluding only Pay As You Go Costs.
Fifth: If additional monies are needed to satisfy the Facilities Special Tax Requirement after the first four steps have been completed, the Facilities Special Tax shall be levied Proportionately on all Undeveloped Property at a rate up to 100% of the Effective Tax Rate Evaluation Maximum Facilities Special Tax. The Facilities Special Tax shall be levied on Undeveloped Property for the entire portion of the Facilities Special Tax Requirement, excluding only Pay As You Go Costs.
D. SERVICES SPECIAL TAX
A Services Special Tax shall be assigned to all Taxable Property within CFD No. 24 IA3 according to the Maximum Services Special Tax Rates set forth in Attachment A of this Rate and Method of Apportionment.
D.1. Prior to the Transition Event - Increase in the Maximum Services Special Tax Prior to the Transition Event, on each July 1, commencing on July 1, 2027, the Maximum Services Special Tax Rates shall be increased by the Services Special Tax Escalation Factor of the Maximum Services Special Tax Rates in effect for the previous Fiscal Year.
D.2. Prior to the Transition Event - Method of Apportionment of Services Special Tax If, in any Fiscal Year prior to the Transition Year, the Facilities Special Tax is levied against each Assessor’s Parcel of Taxable Property within CFD No. 24 IA3 and the Facilities Special Tax revenues generated are insufficient to pay the Facilities Special Tax Requirement such shortfall shall be deemed a component of the Services Special Tax Requirement in that Fiscal Year, and proceeds from the levy of the Services Special Tax shall first be applied to mitigate the shortfall in the Facilities Special Tax Requirement before being used to pay for Authorized Services. The Services Special Tax revenue shall not be applied to any Facilities Special Tax Requirement shortfalls attributable to Pay As You Go Costs authorized to be financed by CFD No. 24 IA3.
Using the definitions and procedures described herein, the CFD No. 24 IA3 Administrator shall determine the Services Special Tax Requirement and levy the Services Special Tax until the amount of Services Special Tax equals the Services Special Tax Requirement. The Services Special Tax shall be levied each Fiscal Year as follows:
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First: The Services Special Tax shall be levied Proportionately on all Developed Property at a rate up to 100% of the Maximum Services Special Tax in order to satisfy the Services Special Tax Requirement.
Second: If additional monies are needed to satisfy the Services Special Tax Requirement after the first step has been completed, the Services Special Tax shall be levied Proportionately on all Small Lot Final Map Property at a rate up to 100% of the Maximum Services Special Tax in order to satisfy the Services Special Tax Requirement.
Third: If additional monies are needed to satisfy the Services Special Tax Requirement after the first two steps have been completed, the Services Special Tax shall be levied Proportionately on all Permit Ready Multi-Family/Non-Residential Property at a rate up to 100% of the Maximum Services Special Tax in order to satisfy the Services Special Tax Requirement.
Fourth: If additional monies are needed to satisfy the Services Special Tax Requirement after the three steps have been completed, the Services Special Tax shall be levied Proportionately on all Large Lot Property at a rate up to 100% of the Maximum Services Special Tax in order to satisfy the Services Special Tax Requirement.
Fifth: If additional monies are needed to satisfy the Services Special Tax Requirement after the three steps have been completed, the Services Special Tax shall be levied Proportionately on all Undeveloped Property at a rate up to 100% of the Maximum Services Special Tax in order to satisfy the Services Special Tax Requirement.
E. TRANSITION SERVICES SPECIAL TAX
A Transition Services Special Tax shall be assigned to all Taxable Property within CFD No. 24 IA3 according to the Maximum Transition Services Special Tax Rates set forth in Attachment A of this Rate and Method of Apportionment.
E.1. After the Transition Event – Method of Apportionment of Transition Services Special Tax Using the definitions and procedures described herein, the CFD No. 24 IA3 Administrator shall determine the Transition Services Special Tax Requirement and levy the Transition Services Special Tax until the amount of Transition Services Special Tax equals the Transition Services Special Tax Requirement. The Transition Services Special Tax shall be levied each Fiscal Year as follows:
First: The Transition Services Special Tax shall be levied Proportionately on all Developed Property at a rate up to 100% of the Maximum Transition Services Special Tax in order to satisfy the Transition Services Special Tax Requirement.
Second: If additional monies are needed to satisfy the Transition Services Special Tax Requirement after the first step has been completed, the Transition Services Special Tax shall be levied Proportionately on all Small Lot Final Map Property at a rate up to 100% of the Maximum Transition Services Special Tax in order to satisfy the Transition Services Special Tax Requirement.
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Third: If additional monies are needed to satisfy the Transition Services Special Tax Requirement after the first two steps have been completed, the Transition Services Special Tax shall be levied Proportionately on all Permit Ready Multi-Family/Non-Residential Property at a rate up to 100% of the Maximum Transition Services Special Tax in order to satisfy the Transition Services Special Tax Requirement.
Fourth: If additional monies are needed to satisfy the Transition Services Special Tax Requirement after the three steps have been completed, the Transition Services Special Tax shall be levied Proportionately on all Large Lot Property at a rate up to 100% of the Maximum Transition Services Special Tax in order to satisfy the Transition Services Special Tax Requirement.
Fifth: If additional monies are needed to satisfy the Transition Services Special Tax Requirement after the three steps have been completed, the Transition Services Special Tax shall be levied Proportionately on all Undeveloped Property at a rate up to 100% of the Maximum Transition Services Special Tax in order to satisfy the Transition Services Special Tax Requirement.
F. DELINQUENCIES
Notwithstanding the above, under no circumstances will the CFD No. 24 IA3 Facilities Special Tax levied against any Assessor’s Parcel of Developed Property classified as Residential Property, in any Fiscal Year, be increased as a consequence of the delinquency or default in the payment of the CFD No. 24 IA3 Facilities Special Taxes by the owner or owners of any other Taxable Property by more than ten percent (10%) above the amount that would have been levied against such Assessor’s Parcel in such Fiscal Year had there been no delinquencies or defaults.
G. EXEMPTIONS
The CFD No. 24 IA3 Administrator shall classify the following as Exempt Property: Public Property, Property Owner Association Property, Open Space Property, and Assessor’s Parcels with public or utility easements making impractical their utilization for any use other than the purposes set forth in the easement.
The Maximum Facilities Special Tax obligation or, if applicable, the Effective Tax Rate Evaluation Maximum Facilities Special Tax obligation for Taxable Property which will be transferred or dedicated to a public agency and will be classified as Public Property may be fully prepaid by the seller, pursuant to Section L, prior to the transfer/dedication of such Taxable Property. Until the Maximum Facilities Special Tax obligation or, if applicable, the Effective Tax Rate Evaluation Maximum Facilities Special Tax obligation for any such Taxable Property is prepaid, the Taxable Property shall continue to be subject to the levy of the Facilities Special Tax. An exception to this may be made if an Assessor’s Parcel of Public Property, such as a school site, is relocated to an Assessor’s Parcel of Taxable Property, in which case the Assessor’s Parcel of previously Public Property becomes Taxable Property and the Assessor’s Parcel of previously Taxable Property becomes Public Property. This trading of an Assessor’s Parcel from Taxable Property to Public Property will be permitted to the extent there is no loss in Maximum Facilities Special Tax revenue or, if applicable, Effective Tax Rate Evaluation Maximum Facilities Special Tax revenue, and the transfer is agreed to by the owners of all Assessor’s Parcels involved in the transfer and the City Council.
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If the use of an Assessor’s Parcel changes so that such Assessor’s Parcel is no longer eligible to be classified as one of the uses set forth in Section G.1. above that would make such Assessor’s Parcel eligible to continue to be classified as Exempt Property, such Assessor’s Parcel shall cease to be classified as Exempt Property and shall be deemed to be Taxable Property and subject to the Special Tax.
No Special Tax shall be levied on any Assessor’s Parcel in any Fiscal Year in which such Assessor’s Parcel is classified as Welfare Exempt Property; however, pursuant to Section 53340(c) of the Act, after the issuance of the first series of Bonds, as applicable, any Assessor’s Parcel that receives a welfare exemption under subdivision (g) of Section 214 of the Revenue and Taxation Code shall not be classified as Welfare Exempt Property and will be subject to the Facilities Special Tax.
H. TRANSFERS
Prior to the issuance of the first series of Bonds within CFD No. 24 IA3, the City may permit the transfer of Maximum Facilities Special Tax or Effective Tax Rate Evaluation Maximum Facilities Special Tax from one Assessor’s Parcel to another Assessor’s Parcel. Before recordation of a Small Lot Final Subdivision Map, if a subdivision map is required, the City may permit a transfer if the number of planned Residential Units, Multi-Family Attached Property Acreage, or Non-Residential Property Acreage is transferred from one Assessor’s Parcel(s) to another Assessor’s Parcel(s) in any portion of Large Lot Property. The City may, in its sole discretion, allow for a transfer of the Maximum Facilities Special Tax or Effective Tax Rate Evaluation Maximum Facilities Special Tax from one Assessor’s Parcel to another Assessor’s Parcel provided such a transfer shall be allowed only if (1) all adjustments are agreed to in writing by the affected property owners and the City’s Finance Director, and (2) there is no reduction in the sum of the total Maximum Facilities Special Tax or sum of the total Effective Tax Rate Evaluation Maximum Facilities Special Tax as a result of the transfer. Should a transfer result in an amendment to Attachment B or, following an Effective Tax Rate Evaluation, Attachment D of this Rate and Method of Apportionment, the requesting property owner shall bear the costs to affect the transfer in the CFD No. 24 IA3 records and prepare the required amendments to Attachment B or, following an Effective Tax Rate Evaluation, Attachment D of this Rate and Method of Apportionment.
I. INTERPRETATIONS
The City reserves the right to make minor administrative and technical changes to this document that do not materially affect the Rate and Method of Apportionment of Special Tax. In addition, the interpretation and application of any section of this document shall be at the City’s discretion.
Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment of Special Tax.
J. REVIEW/APPEALS
The CFD No. 24 IA3 Administrator may establish such procedures, as it deems necessary to undertake the review of any such appeal. The CFD No. 24 IA3 Administrator shall interpret this Rate and Method of Apportionment of Special Tax and make determinations relative to the annual administration of the Special Tax and any property owner appeals, as herein specified.
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Any property owner may file a written appeal of the Special Tax with the CFD No. 24 IA3 Administrator claiming that the amount or application of the Special Tax is not correct. The appeal must be filed not later than one calendar year after having paid the Special Taxes that are disputed, and the appellant must be current in all payments of Special Taxes. In addition, during the term of the appeal process, all Special Taxes levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Taxes are in error.
The CFD No. 24 IA3 Administrator shall review the appeal, meet with the appellant if the CFD No. 24 IA3 Administrator deems necessary, and advise the appellant of its determination.
If the property owner disagrees with the CFD No. 24 IA3 Administrator’s decision relative to the appeal, the owner may file a written notice with the City Manager appealing the amount of the Special Tax levied on such Assessor’s Parcel. If following such consultation and action (if any by the City Manager), the property owner believes such error still exists, such person may file a written notice with the City Council appealing the amount of the Special Tax levied on such Assessor’s Parcel. The decision of the City shall be final and binding to all persons. If the decision of the CFD No. 24 IA3 Administrator or subsequent decision by the City Manager or City Council requires the Special Taxes to be modified or changed in favor of the property owner, no cash refund shall be made for prior years’ Special Taxes, but an adjustment shall be made to credit future Special Taxes. This procedure shall be exclusive and its exhaustion by any property owner shall be a condition precedent to filing any legal action by such owner.
K. MANNER OF COLLECTION
The annual Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that CFD No. 24 IA3, may, at the sole discretion of the City, directly bill the Special Tax, may collect Special Taxes at a different time or in a different manner as necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on Assessor’s Parcels of Taxable Property that are delinquent in the payment of Special Taxes.
L. PREPAYMENT IN PART OF FACILITIES SPECIAL TAX
The Facilities Special Tax obligation of an Assessor’s Parcel of Taxable Property may be partially prepaid as described herein; provided that there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of partial prepayment. An owner of an Assessor’s Parcel intending to partially prepay the Facilities Special Tax obligation shall provide the CFD No. 24 IA3 Administrator with written notice of intent to partially prepay. Within 30 days of receipt of such written notice, the CFD No. 24 IA3 Administrator shall notify such owner of the partial prepayment amount of such Assessor’s Parcel. Any partial prepayment must be submitted at least 60 days before the next occurring bond redemption date, and the proceeds of such prepayment shall be provided to the Trustee for application toward bond redemption in accordance with the Indenture. The CFD No. 24 IA3 Administrator may charge a fee for providing this service.
L.1. Partial Prepayment Amount
04/14/2026 Item No.21.
City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 21
The Facilities Special Tax may be prepaid in an amount determined at the time of prepayment based on the portion of Bonds then outstanding; provided, however, that no partial prepayment shall be accepted in an amount equal to an annual Special Tax amount less than the annual Transition Services Special Tax rate escalated to the then current fiscal year less the then current Services Special Tax rate.
Step 1: Determine the current Fiscal Year Maximum Facilities Special Tax for the Assessor’s Parcel based on the assignment of the Maximum Facilities Special Tax described in Section C above. If an Effective Tax Rate Evaluation has occurred, determine the current Fiscal Year Effective Tax Rate Evaluation Maximum Facilities Special Tax for the Assessor’s Parcel based on the assignment of the Effective Tax Rate Evaluation Maximum Facilities Special Tax described in Section C above.
If the Assessor’s Parcel is not already classified as Developed Property, the Maximum Facilities Special Tax (or Effective Tax Rate Evaluation Maximum Facilities Special Tax) shall be assigned as though the Assessor’s Parcel was already designated as Developed Property.
Step 2: Calculate the annual revenue produced, by annually applying the Facilities Special Tax Escalation Factor, from the Maximum Facilities Special Tax (or Effective Tax Rate Evaluation Maximum Facilities Special Tax) from the date of prepayment through the earlier of the end of the Facilities Special Tax Term or the Transition Event, except that this final date may be amended by the City no later than the time of the calculation of the prepayment. If the final date used in the prepayment calculation is amended by the City, this amended final date shall apply to any and all prepayment calculations from that point forward.
Step 3: Calculate the present value of the Assessor’s Parcel’s annual Maximum Facilities Special Tax (or Effective Tax Rate Evaluation Maximum Facilities Special Tax) revenue stream determined in Step 2. The present value shall be calculated using a discount rate that earns a rate of interest that, when the prepayment is invested in City permitted and available investments, would produce annual revenues equal to the amounts calculated in Step 2.
If there are Outstanding Bonds at the time of the Partial Prepayment Amount calculation, the Partial Prepayment Amount shall be first allocated to the Redemption Amount. If the Partial Prepayment Amount is insufficient to fund the Redemption Amount, then the Partial Prepayment Amount shall be increased to equal the Redemption Amount.
The Redemption Amount is calculated as follows:
Step 1: Divide the Maximum Facilities Special Tax (or Effective Tax Rate Evaluation Maximum Facilities Special Tax) computed pursuant to Step 1 of Section L.1 by the total Maximum Facilities Special Taxes (or total Effective Tax Rate Evaluation Maximum Facilities Special Taxes) for the entire CFD No. 24 IA3, based on the Maximum Facilities Special Taxes (or Effective Tax Rate Evaluation Maximum Facilities Special Taxes) that could be charged in the current Fiscal Year if all Taxable Property were designated as Developed Property, excluding any Assessor’s Parcels which have prepaid the Maximum Facilities Special Tax (or Effective Tax Rate Evaluation Maximum Facilities Special Tax) obligation (the “Prepayment Quotient”).
04/14/2026 Item No.21.
City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 22
Step 2: Multiply the Prepayment Quotient by the Outstanding Bonds to compute the amount of Outstanding Bonds to be redeemed (the “Bond Redemption Amount”).
Step 3: Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed.
Step 4: Compute the amount needed to pay interest on the Bond Redemption Amount from the first Bond interest payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds.
Step 5: Determine that portion of Facilities Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year to satisfy the Facilities Special Tax Requirement, which have not yet been paid.
Step 6: A reserve fund credit shall equal the lesser of: (a) the expected reduction in the reserve requirement (as defined in the Indenture for the Bonds), if any, associated with the redemption of Outstanding Bonds as a result of the partial prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture for the Bonds) in effect after the redemption of Outstanding Bonds as a result of the partial prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero. Such reserve fund credit will not decrease the balance in the reserve fund below the new reserve requirement.
Step 7: If any capitalized interest for the Outstanding Bonds will not have been expended at the time of the first interest and/or principal payment following the current Fiscal Year, a capitalized interest credit shall be calculated by multiplying the quotient computed pursuant to Step 1 by the expected balance in the capitalized interest fund after such first interest payment.
Step 8: The redemption amount is equal to the sum of the amounts computed pursuant to Steps 2, 3, 4, and 5, less the amount computed pursuant to Steps 6 and 7 (the “Redemption Amount”).
If the Partial Prepayment Amount exceeds the Redemption Amount, then any remaining Partial Prepayment Amount, after allocating the Redemption Amount, shall be designated as Pay as You Go Costs.
The Partial Prepayment Amount shall include any fees or expenses, including the costs of computation of the prepayment, the costs to invest the prepayment proceeds, the cost of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the “Administrative Fees and Expenses”).
In addition, the City has the authority to adjust the Partial Prepayment Amount calculated above if a portion or all of the current property tax bill and the portion attributable to the payment of the Facilities Special Tax has not been used to make an interest and/or principal payment on the Bonds.
04/14/2026 Item No.21.
City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 23
Notwithstanding the foregoing, no partial prepayment shall be allowed unless the amount of Maximum Facilities Special Taxes (or Effective Tax Rate Evaluation Maximum Facilities Special Taxes), net of any priority administration, if any as defined in the Bond documents, that may be levied on Taxable Property, in each Fiscal Year, both prior to and after the proposed partial prepayment, is at least 1.1 times the annual debt service on all Outstanding Bonds to be paid from the Maximum Facilities Special Taxes (or Effective Tax Rate Evaluation Maximum Facilities Special Taxes) in each Fiscal Year.
M. TERM OF SPECIAL TAX
The Maximum Facilities Special Tax and Effective Tax Rate Evaluation Maximum Facilities Special Tax shall be levied commencing in Fiscal Year 2026-2027 to the extent necessary to fully satisfy the Facilities Special Tax Requirement and shall be levied for the Facilities Special Tax Term.
The Maximum Services Special Tax shall be levied commencing in Fiscal Year 2026-2027 and shall be levied until the Transition Event to the extent necessary to fully satisfy the Services Special Tax Requirement.
The Maximum Transition Services Special Tax shall be levied commencing in the Fiscal Year following the Transition Event in perpetuity, unless and until such time the City determines that revenues are no longer needed to pay the Transition Services Special Tax Requirement.
including Single-Family Detached Property – SF/SFHD Zoning, Single-Family Detached Property – MLD Zoning, MHD Multi-Family Attached Property, and MMD Multi-Family Attached Property.
04/14/2026 Item No.21.
City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 24
ATTACHMENT A
CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 24 (ALDER CREEK WEST) IMPROVEMENT AREA 3
MAXIMUM SPECIAL TAX RATES
(FISCAL YEAR 2026-2027)
Land Use Category Lot / Village #
2026-2027
Maximum
Facilities Special
Tax Rate(1)
2026-2027
Maximum
Services Special
Tax Rate(2) Taxed Per
Developed Property:
Single-Family Detached Property – SF Zoning 8A $4,237 $695 Residential Lot Single-Family Detached Property – SF Zoning 8A 4,083 695 Residential Lot Single-Family Detached Property – SF Zoning 8B 5,013 869 Residential Lot Single-Family Detached Property – SF Zoning 8C 5,563 816 Residential Lot Single-Family Detached Property – SF Zoning 9A 5,086 796 Residential Lot Single-Family Detached Property – SF Zoning 9B 4,279 653 Residential Lot Small Lot Final Map Property:
Single-Family Detached Property – SF Zoning 2A $4,237 $695 Residential Lot Single-Family Detached Property – SF Zoning 2B 4,083 695 Residential Lot Single-Family Detached Property – SF Zoning 3A 5,013 869 Residential Lot Single-Family Detached Property – SF Zoning 3B 5,563 816 Residential Lot Single-Family Detached Property – SF Zoning 4A 5,086 796 Residential Lot Single-Family Detached Property – SF Zoning 4B 4,279 653 Residential Lot Permit Ready Multi-Family/Non-Residential Property $_________ $_________ Acre Large Lot Property $_________ $_________ Acre
Undeveloped Property $_________ $_________ Acre
(1) On each July 1, commencing on July 1, 2027, the Maximum Facilities Special Tax Rates shall be increased by the Facilities Special Tax Escalation Factor of the Maximum Facilities Special Tax Rates in effect for the previous Fiscal Year. (2) On each July 1, commencing on July 1, 2027, the Maximum Services Special Tax Rates shall be increased by an amount equal to the Services Special Tax Escalation Factor of the Maximum Services Special Tax Rates in effect for the previous Fiscal Year.
04/14/2026 Item No.21.
City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 25
ATTACHMENT B
CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 24 (ALDER CREEK WEST) IMPROVEMENT AREA 3
MINIMUM FACILITIES REVENUE
(FISCAL YEAR 2026-2027)
Land Use Category Lot / Village #
Planned Number
of Residential
Lots / Acres
2026-2027
Developed Property
Maximum Facilities
Special Tax Rate(1)(2)
2026-2027
Minimum
Facilities
Revenue (1)(3)
Developed Property:
Single-Family Detached Property – SF Zoning 8A 52 $4,237 $220,324 Single-Family Detached Property – SF Zoning 8A 52 4,083 212,316 Single-Family Detached Property – SF Zoning 8B 27 5,013 135,351 Single-Family Detached Property – SF Zoning 8C 96 5,563 534,048 Single-Family Detached Property – SF Zoning 9A 62 5,086 315,332 Single-Family Detached Property – SF Zoning 9B 102 4,279 436,458 Total Minimum Facilities Revenue $1,853,829
(1) On each July 1, commencing on July 1, 2027, the Developed Property Maximum Facilities Special Tax Rates and Minimum Facilities Revenue shall be increased by the Facilities Special Tax Escalation Factor of the Developed Property Maximum Facilities Special Tax Rates and Minimum Facilities Revenue in effect for the previous Fiscal Year. (2) As a result of future Assessor’s Parcel changes, described in Section C.1, the assigned Maximum Facilities Special Tax Rates for Developed Property may exceed the Developed Property Maximum Facilities Special Tax Rates set forth in this table. (3) The total Minimum Facilities Revenue may be decreased as result of a portion of Maximum Facilities Special Tax obligations being prepaid pursuant to Section L.
(4) Based upon the Developed Property Maximum Facilities Special Tax Rate for Single-Family Detached Property in Lot/Village 8A, 8B, 8C, 9A and 9B.
04/14/2026 Item No.21.
City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 26
(1) Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates will be inserted following the Effective Tax Rate Evaluation. (2) On each July 1, commencing in the Fiscal Year after the Effective Tax Rate Evaluation occurs, the Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates shall be increased by the Facilities Special Tax Escalation Factor of the Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates in effect for the previous Fiscal Year.
ATTACHMENT C
CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 24 (ALDER CREEK WEST) IMPROVEMENT AREA 3
EFFECTIVE TAX RATE EVALUATION MAXIMUM FACILITIES SPECIAL TAX RATES (FISCAL YEAR 2026-2027)
Land Use Category
Lot / Village
#
2026-2027
Effective Tax Rate Evaluation
Maximum Facilities Special Tax
Rate(1)(2) Taxed Per
Developed Property:
Single-Family Detached Property – SF Zoning 8A $_________ Residential Lot Single-Family Detached Property – SF Zoning 8A _________ Residential Lot Single-Family Detached Property – SF Zoning 8B _________ Residential Lot Single-Family Detached Property – SF Zoning 8C _________ Residential Lot Single-Family Detached Property – SF Zoning 9A _________ Residential Lot Single-Family Detached Property – SF Zoning 9B _________ Residential Lot Small Lot Final Map Property:
Single-Family Detached Property – SF Zoning 8A $_________ Residential Lot Single-Family Detached Property – SF Zoning 8A _________ Residential Lot Single-Family Detached Property – SF Zoning 8B _________ Residential Lot Single-Family Detached Property – SF Zoning 8C _________ Residential Lot Single-Family Detached Property – SF Zoning 9A _________ Residential Lot Single-Family Detached Property – SF Zoning 9B _________ Residential Lot Permit Ready Multi-Family/Non-Residential Property $_________ Acre Large Lot Property $_________ Acre
Undeveloped Property $_________ Acre
04/14/2026 Item No.21.
City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 27
ATTACHMENT D
CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 24 (ALDER CREEK WEST) IMPROVEMENT AREA 3
EFFECTIVE TAX RATE EVALUATION MINIMUM FACILITIES REVENUE (FISCAL YEAR 2026-2027)
Land Use Category Lot / Village #
Planned
Number of
Residential Lots
/ Acres(1)
2026-2027
Developed Property Effective
Tax Rate Evaluation Maximum
Facilities Special Tax Rate(1)(2)(3)
2026-2027
Effective Tax Rate
Evaluation
Minimum Facilities
Revenue(1)(2)(4)
Developed Property:
Single-Family Detached Property – SF Zoning 8A 52 $_________ $_________ Single-Family Detached Property – SF Zoning 8A 52 _________ _________ Single-Family Detached Property – SF Zoning 8B 27 _________ _________ Single-Family Detached Property – SF Zoning 8C 96 _________ _________ Single-Family Detached Property – SF Zoning 9A 62 _________ _________ Single-Family Detached Property – SF Zoning 9B 102 _________ _________ Total Effective Tax Rate Evaluation Minimum
Facilities Revenue(5)
$_________
(1) Planned Number of Residential Units/Acres, Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rate and Effective Tax Rate Evaluation Minimum Facilities Revenue to be inserted following the Effective Tax Rate Evaluation. (2) On each July 1, commencing in the Fiscal Year after the Effective Tax Rate Evaluation occurs, the Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates and Effective Tax Rate Evaluation Minimum Facilities Revenue shall be increased by the Facilities Special Tax Escalation Factor of the Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates and Effective Tax Rate Evaluation Minimum Facilities Revenue in effect for the previous Fiscal Year. (3) As a result of future Assessor’s Parcel changes, described in Section C.3, the assigned Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates may exceed the Developed Property Effective Tax Rate Evaluation Maximum Facilities Special Tax Rates set forth in this table.
(4) The total Effective Tax Rate Evaluation Minimum Facilities Revenue may be decreased as result of a portion of Effective Tax Rate Evaluation Maximum Facilities Special Tax obligations being prepaid pursuant to Section L. (5) Based upon the Developed Property Maximum Facilities Special Tax Rate for Single-Family Detached Property in Lot/Village 8A, 8B, 8C, 9A and 9B.
04/14/2026 Item No.21.
City of Folsom - Community Facilities District No. 24 (Alder Creek West) April 1, 2026 Improvement Area 3 Page 28
ATTACHMENT E
CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 24 (ALDER CREEK WEST) IMPROVEMENT AREA 3
MAP OF VILLAGES
04/14/2026 Item No.21.
04/14/2026 Item No.21.
Attachment 3
04/14/2026 Item No.21.
04/14/2026 Item No.21.
This page is intentionally left blank
to facilitate double-sided printing
and minimize paper use.
04/14/2026 Item No.21.
Folsom City Council
Staff Report
1 MEETING DATE:
4/14/2026
AGENDA SECTION:
Old Business
ITEM TITLE: Consideration of Partnership with Change.org for Community Survey and Civic Dialogue
FROM: City Manager's Office
RECOMMENDATION / CITY COUNCIL ACTION
Receive additional information and provide direction on partnering with Change.org to conduct a community survey and civic dialogue process to gather resident input on key city issues.
BACKGROUND / ISSUE
The City is exploring additional ways to gather meaningful, representative input from residents on important community issues. This effort is intended to provide City Council with reliable, data-driven insights that reflect a broader cross-section of the community, helping inform thoughtful, balanced decision-making on key policies, priorities, and long-term planning.
Traditional engagement methods often result in feedback from a limited group of participants rather than a broad cross-section of the community. Nonprofit civic engagement platform Change.org has developed a “Local Civic Dialogues” platform designed to help cities collect input from a large and more representative group of residents. The platform is intended to surface common priorities, identify areas of agreement, and provide insights into community perspectives. It is designed to increase public trust, reduce polarization, and provide more balanced and informed community input.
The program is offered at no cost to participating cities. The platform has been piloted in several cities, including Bozeman, Montana; Kansas City, Missouri; Albuquerque, New Mexico; Dearborn, Michigan; and Columbia, South Carolina.
Staff presented the Change.org proposal to the Folsom City Council on March 24. The City Council requested additional information regarding Change.org’s nonprofit structure, experience working with cities, examples of completed projects, and policies related to the use of Folsom’s name in marketing. The City Council also requested references from cities that have worked with Change.org.
04/14/2026 Item No.22.
2 ANALYSIS
Staff followed up with Change.org and received the following information.
Purpose of Partnership
Change.org is a nonprofit, nonpartisan organization focused on building tools that support civic engagement. The organization stated its goal is to strengthen community input, support informed decision-making, and build trust in local government. There is no cost to the City for participation.
Organizational Structure
Change.org operates under a nonprofit governance model. The Change.org Charitable Foundation, a nonprofit entity, owns 100% of Change.org Public Benefit Corporation, which operates the petition platform. This structure reflects the organization’s transition in 2021 to nonprofit ownership to ensure long-term mission alignment and governance.
Experience and References
Change.org has conducted similar civic dialogue processes in Bozeman, MT; Kansas City, MO; and Columbia, SC, and has also worked with Albuquerque, NM, and Dearborn, MI. A sample report from Bozeman has been provided (Attachment 2). This would be Change.org’s first project in California. Change.org has offered to connect the City with elected officials and staff from these jurisdictions for reference. Councilmembers and the City Manager conducted reference checks and reported positive feedback.
Use of City Name
Change.org confirmed that the City of Folsom’s name will not be used in any marketing or promotional materials without prior approval and only after the City has completed the process and is satisfied with the results.
Data Use and Privacy
Change.org stated that any data collected through the process will be used solely to facilitate the initiative and will not be sold to third parties. The City will receive only aggregated and anonymized data; individual responses will not be shared.
Following City Council approval, Change.org would run a two-part program over eight weeks to enable broad and representative participation of residents.
Broad Input Phase: Residents submit ideas to address key community challenges and vote on proposals from others. The platform uses algorithms to surface ideas that reflect broad community support, not just the most vocal voices. Change.org engages community organizations, conducts in-person outreach, and uses tools such as advertising and email to inform residents and direct them to an online platform where they can submit ideas and vote on others. All submissions are moderated by Change.org.
04/14/2026 Item No.22.
3 Representative Dialogue Phase: A demographically representative group of approximately 50 to 100 residents participates in a facilitated discussion to review and deliberate on the most supported ideas.
Following the process, the City would receive a detailed report that includes:
Key themes and top issues identified by residents.
Data on how ideas perform across different groups.
Results of the facilitated discussions.
Summary insights and participant feedback.
Staff believes this approach could complement existing outreach efforts by reaching a broader and more representative group of residents.
This effort would supplement, not replace, existing community engagement tools such as public meetings, surveys, and outreach events by reaching residents who may not typically participate in traditional engagement opportunities. The results of this process would be advisory in nature and intended to inform City Council discussions, priority-setting, and future outreach efforts.
The City would retain input on topic selection and would have the opportunity to review materials for accuracy and local context prior to release. If directed to proceed, staff anticipates launching the process in April, with results available by the end of July.
FINANCIAL IMPACT
There is no direct cost to the City to participate in the Change.org Local Civic Dialogues program. Communications Division staff time would be required to coordinate topics, review materials, and participate as needed in the process.
ATTACHMENTS
1. Program overview report prepared by Change.org.
2. Bozeman Civic Dialogue Results
Submitted,
Bryan Whitemyer
City Manager
04/14/2026 Item No.22.
Attachment 1
04/14/2026 Item No.22.
Change.org Civic Dialogue: Folsom
About Us
Change.org is the worldʼs largest civic participation platform, with more than 500 million users globally. Our mission is to build better democracies. We are independent, nonpartisan and 100% non-profit owned.
The Problem
Discourse can be dominated by a small number of the loudest voices that may not represent what most people think. As a result, it can be hard for a city to understand what issues most residents really care about. It’s even more challenging to create opportunities for residents to discuss those issues constructively.
Our Program
Civic Dialogues inform a city about what residents believe the city should do on the issues that matter most to them. Folsom residents share their ideas, deliberate on expert-informed solutions and provide policy recommendations to city officials.
Over eight weeks, we run a two-part program in Folsom to enable broad and representative participation of residents. We share a detailed report of the results with the city, summarizing the most unifying and divisive ideas, top issues that resonate with all residents, and the policies recommended by a representative group of residents.
Stage 1:
Civic Input
● We invite local residents to post their ideas for how to address the biggest challenges they see in the city and vote on the ideas of others. ● We use bridging algorithms to group residents according to their opinions and identify the ideas that resonate across all – not just those with the most votes.
Stage 2:
Civic Dialogue
● We recruit 50-100 residents reflective of city demographics to attend a live deliberation on the issues that resonate most with all residents. The group includes a balance of residents across age, race, gender, and political ideology. ● We facilitate a 1-3 hour video discussion, involving small group discussions with diverse groups of 6-8 residents. We share the policy recommendations that have bipartisan super-majority support .
FAQs
● Who pays for this? All costs are fully covered by Change.org.
04/14/2026 Item No.22.
● What is Change.org’s role? Change.org runs the civic dialogue end-to-end. We recruit residents to share their ideas, host the live deliberation and prepare the final report.
● What is the City of Folsom’s role? Change.org is an independent third-party that is partnering with the City. The City would commit to reviewing the final report and meeting regularly with Change.org to ensure the project is being delivered in a way that works well for residents.
● What is the timeframe? We propose launching on April 6th. The program runs for three months.
● What other cities have you worked with? We’ve worked with Kansas City, MO, Memphis, TN, Hartford, CT, Bozeman, MT, Columbia, SC, Dearborn, MI, Albuquerque, NM, Columbia, MO, Parsippany-Troy Hills, NJ, and Tulsa, OK.
● How can I learn more? Reach out to us: [email protected]
04/14/2026 Item No.22.
Attachment 2
04/14/2026 Item No.22.
Civic Dialogue Results
04/14/2026 Item No.22.
“What do you want for
Bozeman?”
Change.org and Mayor Morrison teamed up to start a
conversation that crosses boundaries
Get hundreds of
people to share their
ideas, and vote on the
ideas of others.
Identify their
common interests,
despite differences on
other issues.
Bring 100 people
together for a
conversation about
those resonant issues.
04/14/2026 Item No.22.
193 IDEAS
from over 500 residents.
Allow more small scale commercial
businesses (coffee shops, bakeries)
across residential areas to create more
walkable communities
Create a 100 year water study and plan
so we know how many residents
Bozeman can have at max capacity
A pre-approved housing plans catalogue
to encourage and speed up well-designed
homes by locals not national developers
Use the city's parks to create pollinator
gardens. Engage nearby neighborhood
residents to help maintain the gardens.
The gardens will provide habitat for
native butterflies and bees, as well as
bring neighbors together
Incentivize off peak hours road work to
limit traffic delays and increase worker
safety
Add a public bus route to the Bozeman
Yellowstone Intl Airport
Work with local parents, employers, and
non-profits to create more after school
programming in the Public Schools
More emphasis on eliminating
invasive species and supporting
native species in the Gallatin
Valley
We received
04/14/2026 Item No.22.
Our analysis
identified three
distinct clusters
of participants
based on their
voting patterns
The groups shown here are not political parties, demographics, or fixed categories. They are analytic groupings based solely on how people voted on ideas within the platform, used to understand where ideas find support across differences. Many residents hold views that span more than one group. Page 1313 04/14/2026 Item No.22.
PRAGMATIC
STEWARDS
200 users - Avg 50 votes/ user
They prioritize practical quality-of-life
improvements - especially transit,
neighborhood amenities, and resource
conservation - while resisting
surveillance-style enforcement and big,
flash or ideologically charged initiatives
04/14/2026 Item No.22.
LIVABLE
GREENS
97 users - Avg 98 votes/ user
They prioritize a greener, safer,
people-first Bozeman with strong regional
transit, protected biking and walking, and
public investments that build community
while managing growth and second-home
impacts.
04/14/2026 Item No.22.
NO FRILLS
TRADITIONALISTS
76 users - Avg 84 votes/ user
They prioritize basic rules and fully funded
core city services while resisting growth,
cultural signaling, and new taxes or
city-led social, housing, and placemaking
initiatives.
04/14/2026 Item No.22.
The goal wasn’t just to see what is popular—it's to find where people agree even when they disagree elsewhere.
We are looking for the specific ideas that receive
support across residents with different priorities and
perspectives.
These are called “unifying ideas.” Unifying ideas can
help communities move forward together.
04/14/2026 Item No.22.
Unifying
Ideas
These are the ideas that were
popular across all groups,
regardless of other differences.
*Scores reflect the bridge
support metric — minimum
support across all opinion
groups.
HOUSING & DEVELOPMENT
Quit giving concessions to developers. They will build here anyway. (85%) Introduce zoning laws to ensure new construction is cohesively designed (think Big Sky or Jackson WY aesthetic). (77%)
Create a community fund to buy surrounding ranch land when owners put it up for sale, to prevent greedy coastal developers from continuing their demolition of the valley. (71%) Stop approving development of apartment complexes until vacancy rate goes below 8%.
Incentivize in-fill with small, single family homes. (59%) TAXES
Use more of the bed tax from hotels for supporting our schools and less on destination marketing. (78%)
Reduce burden on homeowner property tax. (74%)
INFRASTRUCTURE & PUBLIC SAFETY
Dog owners should not be allowed to leave dog waste on trails. Pack it out policy. (96%) Get the highway traffic, ie: trucks, off Main St. (82%) Aggressively enforce bans on phone use while driving. (67%) Start enforcing speed limits and texting while driving…especially downtown before we have a massive tragedy. (67%)
04/14/2026 Item No.22.
Finding common ground on practical improvements is the
first step in moving past the noise of typical social media.
However, listening at scale also reveals deeper "resonant" themes—issues that appeared frequently across all groups, even when neighbors disagreed on the specific solution.
Resonant issues represent the core challenges the
community faces, and help us to decide what will work
through together as we move from digital voting to a live deliberation.
04/14/2026 Item No.22.
Resonant
Issues
Underlying issues raised frequently across all groups,
even if they don’t agree on the best solution.
Housing & Development: Manage growth, hold developers accountable, and protect the valley's character while keeping housing accessible.
Transportation & Traffic: Get trucks off Main Street, City parking fund for garages, improve road safety, and invest in practical transit solutions.
Environment & Resources: Protect trails, conserve ranch land and wildlife habitat, community gardens network
45 IDEAS
6K VOTES
34 IDEAS
4K VOTES
64 IDEAS
11K VOTES
04/14/2026 Item No.22.
Of everything we heard,
Housing Affordability
emerged as the topic to talk about in more depth.
● RELEVANT
All groups consistently responded to housing topics more than others, and tended to agree with calls for accountability, affordability, and managed growth. ● ACTIONABLE
The city has direct levers—zoning, permitting, housing funds, HOA regulations—to influence housing outcomes for residents.
● COMPLEX
There are important tradeoffs between growth and character, density and livability, affordability and property values that deserve deeper conversation.
04/14/2026 Item No.22.
Dialogue on Housing Affordability
Bridge percentage represents the minimum support across Democrats, Republications, independent voters, renters and homeowners Policy Position Bridge
Values
#1
Workers Afford to Live Here 93%
#2
Infrastructure Keeps Pace 92%
#3
Density Change Acceptable 90%
#4
Affordability Over Preservation 67%
Policy Actions for the City
#5
HOA ADU Amendments 88%
#6
Pattern Book Plans 79%
#7
Fast-Track Permitting 72%
#8
Tourist/Resort Tax 71%
Community Housing Fund Investments
#9
MSU Student Housing 92%
#10
Homeownership Loans 82%
ADU Incentive Program 72%
Down Payment Assistance 71%
Then, over 100 Bozeman residents came together to discuss what the city could do about Housing Affordability. The group was “Bozeman in one room”: one hundred people
selected by lottery, representative of the city by age, sex, race, and political leaning
The set of policy options discussed was determined through community input and conversations with over a dozen local experts.
These are their recommended positions: each policy
position that achieved super majority support from all
groups: Democrats, Republicans, Independent voters, renters and homeowners
04/14/2026 Item No.22.
#1 Workers Can Afford to Live Here
VALUES
A successful Bozeman is one where people who work
here—such as teachers, nurses, and service workers—can
afford to live within the city limits.
Bridge
Min support across groups 93%
Democrat 94%
Independent 95%
Republican 100%
Renters 96%
Owners 93%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“I am a teacher and… every single person, all of my friends, were all working two, three jobs. Administration,
principals—we’re all working two, three jobs to survive… if you’re pushing all us out of the community, you’re not
going to have teachers.”
— Female, 40-65yo
“My buddy was the police chief here for a long time, and he told me that the last ten hires he had made, none of them lived in the county even. They’re driving from
Meagher County or Madison County to work here
because they couldn’t afford to live here.”
— Male, 40-65yo
“Workforce housing remains a priority because if our
workers can’t live here then there’s no stores open… we saw that during the pandemic when a lot of places had to freeze their hours because all the workers had to move
away.”
— Male, 40-65yo Page 1323
04/14/2026 Item No.22.
#2 Infrastructure Keeps Pace
VALUES
As Bozeman grows, the city should ensure
infrastructure—roads, parking, water, sewer, and public services—keeps pace with actual residential density.
Neighborhoods experiencing overcrowding effects should be prioritized for capital improvements.
Bridge
Min support across groups 92%
Democrat 94%
Independent 93%
Republican 100%
Renters 94%
Owners 92%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“The thing that drives me crazy… has been this trade-off of height versus parking requirements… we now have full streets full of boats, RVs, cars, because every unit only got one space for three-bedroom units that are mostly full of three individual people.”
— Male, 25-39yo
“If they don’t provide or include enough parking for
vehicles, the vehicles will go on the street, and in the wintertime that means the snow plows can’t get through… So on-street parking has got to be addressed.”
— Female, 65+yo
“When you have a five-story building go up with one
hundred something units, the strain on the infrastructure of sewer and water is amplified by ten to twenty fold as opposed to an ADU.”
— Male, 40-65yo Page 1324
04/14/2026 Item No.22.
#3 Density Change Acceptable
VALUES
Some change in housing types or density is acceptable if it helps local workers live in Bozeman.
Bridge
Min support across groups 90%
Democrat 94%
Independent 90%
Republican 92%
Renters 93%
Owners 90%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“Building denser is kind of the only way where my husband and I will ever be able to afford a house or a townhome.
The only way financially to make that happen is density on smaller plots of land.”
— Female, 25-39yo
“They’re putting affordable housing versus the city’s
character—like they’re in opposition of each other. But do they have to be? And if so, why is there not a way that we can make affordable housing add to the city’s character?” — Male, 18-24yo
“I think you can fit between two and four families cheaper on each lot without building a taller building… that
preserves a different character that comes with the folks that live here permanently and commute to the hospitals and the schools.”
— Male, 40-65yo Page 1325
04/14/2026 Item No.22.
#4 Affordability Over Preservation
VALUES
When these goals conflict, keeping housing affordable for local workers should be a higher priority than preserving the city exactly as it is today.
Bridge
Min support across groups 67%
Democrat 91%
Independent 76%
Republican 67%
Renters 80%
Owners 84%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“In Salt Lake City, they arrived at a point where not even the children of the people who already lived there could afford to live in that city. They realized they had to densify if people’s children were going to be able to live in the same city they were raised in.”
— Male, 25-39yo
“The city is in a housing crisis… the part of the
conversation is that yes, it’s inevitable, but it’s also a problem for the people who are already living here, have lived here for decades, and had to choose to leave rather than be in a camper on the side of the road.”
— Female, 40-65yo
“Whether or not we want more people to come here,
people are coming here anyways… it’s not really a question of whether or not we develop more; it’s whether we’re
developing the infill, or if we’re spreading out.”
— Female, 18-24yo Page 1326
04/14/2026 Item No.22.
#1 HOA ADU Amendments
POLICY ACTIONS FOR THE CITY
Help Homeowners Associations (HOAs) amend private
covenants that prohibit ADUs, and ensure that future HOAs do not prohibit them.
Bridge
Min support across groups 88%
Democrat 94%
Independent 89%
Republican 93%
Renters 93%
Owners 88%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“HOAs and POAs basically get to lock up land that is part of the community. I find that very frustrating, that the people who live in the broader community, we have to
bear the burden of density.”
— Female, 65+yo
“I know I often hear about homeowner association
rules—has the city kind of overruled those to a large
extent, or would they overrule those to a large extent?” — Male, 40-65yo
“I think what’s going to happen is that we’re going to
remove the restrictions so that every subdivision,
regardless of what their covenants were, is going to be allowed to put in an ADU if it meets certain parameters. I think that’s going to help.”
— Male, 65+yo Page 1327
04/14/2026 Item No.22.
#2 Pre-Approved Pattern Book Plans
POLICY ACTIONS FOR THE CITY
Adopt Pre-Approved “Pattern Book” Plans. Pre-approved
architectural plans for ADUs, duplexes, and fourplexes that bypass complex design reviews and receive automatic zoning approval if used on eligible lots.
Bridge
Min support across groups 79%
Democrat 91%
Independent 81%
Republican 85%
Renters 89%
Owners 79%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“ An ADU should be something that you dream up at eight a.m., you walk into City Hall at nine a.m., and you walk out with your plans and your papers by twelve p.m. It
shouldn’t be the process that it is right now.”
— Male, 18-24yo
“I like the pattern book idea… rather than having to design an ADU from scratch every time, they would have some
choices for people who want to add an ADU… which of
course expedites approval.”
— Female, 65+yo
“Y ou can do infill other ways… pre-approved designs for three-family dwellings. They don’t have to be ugly boxes; you can have a pre-approved design and work with an
architect, they can make it look like the rest of the
neighborhood.”
— Female, 65+yo Page 1328
04/14/2026 Item No.22.
#3 Fast-Track Permitting Program
POLICY ACTIONS FOR THE CITY
Develop a priority “Fast-Track” Permitting Program. Develop a “Green Tape” program that guarantees expedited review times (e.g., <30 days) for projects meeting affordability thresholds to reduce holding costs for developers.
Bridge
Min support across groups 72%
Democrat 86%
Independent 72%
Republican 92%
Renters 80%
Owners 78%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“I think that if affordable housing did get that green
priority that it would be beneficial in ensuring that costs remain low for those contractors and I don’t think it would be very hard to implement something like this at the city level.”
— Female, 40-65yo
“If you pair the fast-tracking with a higher cash-in-lieu payment… we just make affordable housing increasingly
attractive. Developer says: there’s not even a question, I’m building affordable housing because it’s the best possible outcome.”
— Female, 40-65yo
“The city has been historically difficult in getting things through. A lot of hoops to jump through… sometimes the
hoop’s big, sometimes it’s small; it can be tricky and take a long time…streamlin[e] that process and mak[e] it
easier…”
— Male, 40-65yo Page 1329
04/14/2026 Item No.22.
#4 Tourist/Resort Tax
POLICY ACTIONS FOR THE CITY
Lobby the state of Montana for a tourist/Resort Tax: a tax levied on tourists and resorts, such as lodging, recreational services, and luxury items.
Bridge
Min support across groups 71%
Democrat 94%
Independent 84%
Republican 71%
Renters 88%
Owners 82%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“We have so many tourists here that come visit and are
not paying any taxes whatsoever… ;so I think there’s
another way of doing about it; it’s just putting a sales tax on things that tourists are using so that we’re not carrying that responsibility by ourselves.”
— Female, 40-65yo
“I think having some kind of resort tax would be hugely beneficial. I think that would be a really important
state-level reform…let’s start capturing some of that
revenue and use it to offset some of the negative side
effects.
— Male, 25-39yo
“Here’s the question: why can’t we tax the way Big Sky
taxes? I don’t understand that.”
— Female, 65+yo Page 1330
04/14/2026 Item No.22.
#1 MSU Student Housing
COMMUNITY HOUSING FUND INVESTMENTS
Work together with MSU to build dedicated student housing near campus.
Bridge
Min support across groups 92%
Democrat 95%
Independent 96%
Republican 93%
Renters 97%
Owners 92%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“The elephant in the room… is MSU and the student
population that is allowed to live off campus… nine
thousand kids that come in and live wherever in this town.
I think that’s a huge pressure that is pricing out the worker bees we need—the nurses, firemen, teachers.”
— Female, 65+yo
“I just ran a quick number: if you take nine thousand two hundred students at four students per dwelling unit, that’s two thousand three hundred units. That’s a lot of stuff, community this small.”
— Male, 40-65yo
“MSU needs to build housing for their students as the
population grows. They need to be expanding their
housing and options… They have a fifty-four million dollar endowment; they have money. A big portion of our
tenants in the city are students.”
— Female, 65+yo Page 1331
04/14/2026 Item No.22.
#2 Homeownership Loans
COMMUNITY HOUSING FUND INVESTMENTS
Fund a low-interest homeownership loan program for
income-qualified local residents that conveys full ownership of home and land, with the public subsidy repaid at resale.
Bridge
Min support across groups 82%
Democrat 84%
Independent 88%
Republican 87%
Renters 89%
Owners 82%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
— Male, 25-39yo
Why isn't there an incentive going directly to workers or middle and lower class directly to them to actually get in the house…a ten thousand or twenty thousand dollars
grant for them to go towards their loan
“I actually do think that the subsidized mortgages…below interest rates is probably the best use…of community
money. Just because a difference of what, a two percent interest rate on a mortgage versus six percent over thirty percent? That could be like half the cost…of a home loan.” — Male, 18-24yo
“Low interest is huge, especially if you’re talking about longer mortgages…if we were able to subsidize low
interest through city funds, it could be a way of maybe helping families to get out of the rental market and into the homeownership market and being able to build
generational wealth.”— Male, 40-65yo Page 1332
04/14/2026 Item No.22.
#3 ADU Incentive Program
COMMUNITY HOUSING FUND INVESTMENTS
Develop an ADU incentive program that would provide grants or low-interest loans (e.g., $10,000 - $25,000) to
homeowners to build units, provided they are deed-restricted for local workforce occupancy.
Bridge
Min support across groups 72%
Democrat 94%
Independent 83%
Republican 80%
Renters 94%
Owners 72%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“That is a solution that both helps homeowners who are
struggling, without really having this big toll on building or city infrastructure. If they pushed more to incentivize that, you could see single-family homes adding a unit or a cottage.”
— Male, 25-39yo
“ A ten to twenty-five thousand dollar grant’s not a lot to build on… your counter—and we’re not talking about the
actual structure—that’s a drop in the bucket really to build it.”
— Female, 40-65yo
“Ten to twenty-five thousand dollars to build an ADU may help, but it’s not going to build it… I don’t see that that helps a ton of people”
— Male, 25-39yo Page 1333
04/14/2026 Item No.22.
#4 Down Payment Assistance
COMMUNITY HOUSING FUND INVESTMENTS
Expand down payment assistance for first-time homebuyers who live and work full-time in the community, structured as deferred-payment loans that are repaid when the home is resold.
Bridge
Min support across groups 71%
Democrat 85%
Independent 78%
Republican 71%
Renters 80%
Owners 79%
0% 50% 100%
% support for this position
Why Bozeman Residents support this:
“Every time I was like, ‘Oh, homeownership is just within reach,’ prices would jump, and now… I don’t know if I’m even going to be able to stay here once my kids are
grown.”
— Female, 40-65yo
“Some sort of program where we could sign contracts:
‘We want to invest into this community, we want to work the next twenty years for this community.’ And in
exchange, an employer could buy down interest points
perhaps.”
— Female, 25-39yo
“I want to have my own little place, and I cannot afford it.
I’m working at the university, but the cost of living is so high and wages have not kept up.”
— Female, 40-65yo Page 1334
04/14/2026 Item No.22.
Themes from discussion groups
The Social Fabric: Participants argued that the true "character" of Bozeman is not just its historic buildings or mountain views, but its people—including the "missing middle" of teachers, nurses, and service workers. If these residents are priced out, the town’s soul is lost Infill as a Sustainable Choice: Many respondents leaned toward increased density or "infill" because it is more environmentally sustainable, preserves surrounding agricultural land, and is cheaper for taxpayers in terms of infrastructure costs. Building outside city limits ("sprawl") was viewed as detrimental to Bozeman's environmental character and riskier due to the city’s closed water basin.
Fear around “luxury epidemic”: The proliferation of luxury units with vacancy rates between 12 and 20% frustrates residents; there is a mismatch where essential workers and locals are priced out. There was strong opposition to "luxury" high-rises and "ugly box" apartments that create wind tunnels, block sunlight from smaller homes, and obstruct mountain views.
The "Missing Middle": There is a strong call for a "Missing Middle"—moderate density solutions like duplexes, triplexes, or accessory dwelling units (ADUs) that can increase supply without creating the "wind tunnels" and "shadowing" caused by five- or six-story buildings.
University Growth: MSU is frequently cited as a primary driver of the housing shortage. The university has nearly doubled in size, forcing thousands of students into the private rental market and driving prices up Accountability. A final recurring theme is the need for better oversight. Residents called for better auditing and accountability, noting that developers sometimes build higher than permitted or "cut corners" to maximize profit margins. There were calls for an independent board or housing authority to decide where funds go to prevent corruption and ensure "moral responsibility" in equitable housing.
Insufficient funding. A dominant theme is that the current allocation of $1 million annually is grossly insufficient to address the scale of the housing crisis, although all tax . Developers and builders in the groups noted that with land, labor, and materials at record highs, it is essentially "impossible to build something that is unaffordable" without a subsidy.
04/14/2026 Item No.22.
Thank you!
To everyone that participated in this process
We are grateful for your willingness to talk candidly and constructively about the issues that matter most to the community of Bozeman
The results of the process have all been shared with Mayor Morrison and city staff
04/14/2026 Item No.22.
REVISED STAFF REPORT AND RESOLUTION
The revisions are shown as follows: language
deletions: Strikeouts, bold and underlined
language additions: Italics, bold and underlined
Folsom City Council
Staff Report
1 MEETING DATE:
4/14/2026
AGENDA SECTION:
Consent CalendarOld Business
SUBJECT: City Council Salaries:
i. Ordinance No. 1366 - An Ordinance of the City of Folsom Amending Section 2.06.010 of the Folsom Municipal Code
Regarding City Council Salaries (Second Reading and Adoption)
ii. Resolution 11584 - A Resolution of the City Council of the City of Folsom Setting City Council Salary at the Rate Authorized by Ordinance 1366
FROM: City Manager's Office
RECOMMENDATION / CITY COUNCIL ACTION
Options for City Council consideration include:
1) Adopt Ordinance 1366 and Resolution 11584 as listed below a. Ordinance No. 1366 - An Ordinance of the City of Fo lsom Amending Section
2.06.010 of the Folsom Municipal Code Regarding City Council Salaries; and b. Resolution 11584 - A Resolution of the City Council of the City of Folsom Setting City Council Salary at the Rate Authorized by Ordinance 1366
2) Take no further action and maintain the current compensation levels.
3) Adopt Ordinance 1366 to establish the opportunity for future salary change but do not adopt Resolution 11584 setting the rate/funding for salary increases at this time.
Staff recommends that the City Council adopt:
1. Ordinance No. 1366 - An Ordinance of the City of Folsom Amending Section 2.06.010 of the Folsom Municipal Code Regarding City Council Salaries; and
1. Resolution 11584 - A Resolution of the City Council of the City of Folsom Setting City Council Salary at the Rate Authorized by Ordinance 1366
04/14/2026 Item No.23.
2 BACKGROUND / ISSUE
In 1990, Folsom City Council adopted Ordinance 700 establishing City Council salaries of $400 per month with an additional $100 for the Mayo r. City Council Ordinance 775 was adopted in 1993 clarifying that the City Council, b y resolution, may set a monthly salary amount up to the maximum set forth in Folsom Munici pal Code Section 2.06.010 (Salaries).
In 2018, City Council adopted Ordinance 775 amendin g City Council salaries to the current rates of $600/month with an additional $100/month f or the Mayor. Over the 35 year period (1990 to 2026), City Council compensation remained relatively flat while resident population of Folsom has more than tripled (from 29,802 reside nts in 1990 to 92,577 residents today), increasing the role and responsibilities of the City Council.
On March 24, 2026, City Council considered a comparison of compensation in the region along with recent State law establishing salary caps by population tier for general law cities. At that meeting, City Council voted 3-2 to amend the City Council compensation in Folsom consistent with the salary cap established by State law for ci ties with a population between 75,001 and 150,000 residents by introducing and conducting fir st reading of Ordinance 1366 amending Folsom Municipal Code Section 2.36.020. No changes have been made to Ordinance 1366 since the first reading. This report includes the m andatory second reading to adopt Ordinance 1366 and the corresponding resolution establishing the monthly salary amount up to the maximum established by Ordinance 1366.
POLICY / RULE
Pursuant to Section 1.01.021 (Adoption), the Folsom Municipal Code (FMC) was adopted by Ordinance 297 in 1973. Any subsequent amendment to the Folsom Municipal Code must also be adopted by Ordinance. Proposed Amendment to Title 2 does not require public hearing.
Pursuant to Section 2.06 of the City Charter, the City Council may determine the annual salary of the Mayor, Vice Mayor, and Councilmembers by ord inance, but no ordinance increasing such salary shall become effective until the date o f commencement of the terms of Councilmembers elected at the next regular election.
ANALYSIS
The role and responsibilities of the Folsom City Co uncil in governing a community of more than 92,000 residents are comparable to a part-time job. Responsibilities include preparing for and attending regular City Council meetings, specia l meetings, and workshops; participating in regional representative assignments; and engagin g in meetings with local stakeholders and community interest groups. Councilmembers also atte nd community and regional events, collaborate with partner agencies, and advocate on behalf of Folsom with state and federal elected officials. Equally important is communicating with and meeting constituents to discuss community opportunities, concerns, and challenges.
Increasingly, larger municipalities throughout Cali fornia are recognizing the significant time commitment required of local elected officials and are establishing compensation structures that more closely reflect the responsibilities and workload associated with a part-time public service role.
04/14/2026 Item No.23.
3 Effective January 1, 2024, new California legislati on (SB 329) increased the maximum compensation levels for City Councilmembers in gene ral law cities based on population. The law replaced the previous limitation from the year 2000 and updated maximum monthly compensation amounts tied to population tiers, as shown below:
Up to 35,000 residents: up to $950 per month ($11,400 annually) 35,001–50,000 residents: up to $1,275 per month ($15,300 annually) 50,001–75,000 residents: up to $1,600 per month ($19,200 annually) 75,001–150,000 residents: up to $1,900 per month ($22,800 annually) 150,001–250,000 residents: up to $2,550 per month ($30,600 annually) Over 250,000 residents: up to $3,200 per month ($38,400 annually)
While Folsom is a charter city and therefore not bo und by SB 329, several nearby cities have recently updated their City Council compensation to align with the law’s limits. For example, Citrus Heights and Elk Grove adjusted their Council salaries in 2024 consistent with SB 329.
In Roseville, the charter requires voter approval f or Council raises; a proposed increase from $7,200 to $30,600 annually will appear on the ballot this November to align with SB 329.
On March 24, 2026 City Council considered the regio nal salary comparison and the updated salary tiers established by SB 329 and voted to ame nd City Council compensation in Folsom to align with the higher salary floor for cities wi th populations between 75,0001 and 150,000 residents. At that meeting, City Council conducted first reading of Ordinance 1366 and no changes have been made to that Ordinance for second reading and adoption to establish a monthly compensation of $1,900 and an annual compen sation of $22,800 (plus an additional $100/month for the Mayor). Resolution 11584 is required to set the City Council salary at the rate authorized by Ordinance 1366.
FINANCIAL IMPACT
Funds for City Council salary will be absorbed within the FY 2026-2027 General Fund budget for the increased expense. The total annual cost wo uld increase from $37,200 annually to $115200 annually for all five Councilmembers (inclu ding $1,200 additional annual compensation for the Mayor) for a net increase of $ 78,000 annually. Salary increases would take effect at the start of commencement of the ter ms of Councilmembers elected at the next regular election on December 7, 2026.
ENVIRONMENTAL REVIEW
The proposed City Council action to adopt Ordinance No. 1366 is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA G uidelines Section 15378 (b)(4) “Project” and Section 15061(b)(3) “Common Sense Exe mption”. Under Section 15378, the action does not constitute a “project” under CEQA, as it pertains solely to administrative or procedural matters that do not result in direct phy sical environmental changes. Furthermore, Section 15061(b)(3) - the “common sense exemption” -applies because it can be determined with certainty that the adoption of this updated document will not lead to significant effects on the environment.
04/14/2026 Item No.23.
4 ATTACHMENTS
1. Ordinance No. 1366 - An Ordinance of the City of Folsom Amending Section 2.06.010 of the Folsom Municipal Code Regarding City Council Salaries
2. Resolution 11584 - A Resolution of the City Council of the City of Folsom Setting City Council Salary at the Rate Authorized by Ordinance 1366
Submitted,
______________________________________
Bryan Whitemyer, City Manager
04/14/2026 Item No.23.
Attachment 1
04/14/2026 Item No.23.
Ordinance No. 1366
ORDINANCE NO. 1366
AN ORDINANCE OF THE CITY OF FOLSOM
AMENDING SECTION 2.06.010 OF THE FOLSOM MUNICIPAL CODE REGARDING
CITY COUNCIL SALARIES
The City Council of the City of Folsom does ordain as follows :
SECTION 1 PURPOSE
The purpose of this ordinance is to amend the amou nt of City Council salaries in Section
2.06.010 of the Folsom Municipal Code.
SECTION 2 AMENDMENT TO CODE
Section 2.06.010 of the Folsom Municipal Code is h ereby amended to read as follows:
2.06.010 Salaries.
Except as hereafter provided, each member of the City Council shall receive a maximum salary of $1,900 per month. The maximum salary may be adjusted in compliance with maximum compensation levels allowed by State law. An additional maximum $100 per month shall be paid to the Mayor. If, in any calendar month, any member of the City Council fails to attend both regular meetings without their absence having been excused by the City Council, no compensation shall be paid to such councilmember for such month. The Council, by resolution, may set a monthly salary amount up to the maximum set forth in this section.
SECTION 3 SCOPE
Except as set forth in this ordinance, all other p rovisions of the Folsom Municipal Code shall remain in full force and effect.
SECTION 4 SEVERABILITY
If any section, subsection, clause, phrase, or por tion of this ordinance is for any reason held to be invalid or unconstitutional by the decision o f any court or competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have adopted this ord inance and each section, subsection, sentence, clause, phrase or portion thereof, irrespective of the fact that any one or more sections, subsections, clauses, phrases or portions be declared invalid or unconstitutional.
SECTION 5 EFFECTIVE DATE
As required by Section 2.06 of the City Charter, this Ordinance, after its passage and adoption, shall become effective on the date of commencement of the terms of Councilmembers
04/14/2026 Item No.23.
Ordinance No. 1366
elected at the November 3, 2026 municipal election, provided it is published in full or in summary within twenty (20) days after its adoption in a newspaper of general circulation.
This ordinance was introduced and the title thereof read at the regular meeting of the City Council on March 24, 2026, and the second reading occurred at the regular meeting of the City Council on April 14, 2026.
On a motion by XX, seconded by XX, the foregoing ordinance was passed and adopted by the City Council of the City of Folsom, State of California, this 14 th day of April 2026, by the
following vote, to wit:
AYES: Councilmember:
NOES: Councilmember:
ABSENT: Councilmember:
ABSTAIN: Councilmember:
______________________________
Justin Raithel, MAYOR
ATTEST:
Christa Freemantle, CITY CLERK
Effective: December 7, 2026
04/14/2026 Item No.23.
Attachment 2
04/14/2026 Item No.23.
Resolution No. 11584
RESOLUTION NO. 11584
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOLSOM
SETTING CITY COUNCIL SALARY AT THE RATE AUTHORIZED
BY ORDINANCE NO. 1366
WHEREAS, the original salary for members of the City Counci l was established in 1998 at $400 per month, and the salary for the Mayor at $500 per month, and
WHEREAS, the City Council adopted Ordinance No 1284 on May 2 2, 2018 to adjust and establish a new maximum monthly City Council salary at a rate of $600 per month with an additional $100 per month for the Mayor; and
WHEREAS, as amended by Ordinance No 1366 Section 2.06.010 of the Folsom Municipal Code provides as follows:
Except as hereafter provided, each member of the City Council shall receive a maximum salary of $1,900 per month. The maximum salary may be adjusted in compliance with maximum compensation levels allowed by State law. An additional maximum $100 per month shall be paid to the Mayor. If, in any calen dar month, any member of the City Council fails to attend both regular meetings without their absence having been excused by the City Council, no compensation shall be paid to such councilmember for such month. The Council, by resolution, may set a monthly salary amount up to the maximum set forth in this section.
WHEREAS, the aforementioned Ordinance becomes effective on the date of commencement of the terms of Councilmembers elected at the
December 7November 3 , 2026 municipal election
(effective date is December 7, 2026) ; and
WHEREAS, the salary adjustment is comm
enisuerate with regional comparisons and is
aligned with recent State law establishing salary caps for general law cities based on population; and
WHEREAS , the City Council has determined that the time commitment by Council Members and the Mayor on City-related business is equivalent to a part-time job and justifies a salary adjustment; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Folsom that the salary for members of the City Council is adjus ted to $1,900 per month and annual compensation of $22,800 (plus an additional $100/month for the Mayor).
PASSED AND ADOPTED this 14th day of April, 2026, by the following roll-call vote:
AYES: Councilmember(s):
NOES: Councilmember(s):
ABSENT: Councilmember(s):
ABSTAIN: Councilmember(s):
__________________________________
Justin Raithel, MAYOR
04/14/2026 Item No.23.
Resolution No. 11584
ATTEST:
______________________________
Christa Freemantle, CITY CLERK
04/14/2026 Item No.23.
Folsom City Council Meeting
Additional Information
Transmittal
Instructions to staff: Deliver original and 30 stapled/double-sided copies to the City Clerk’s Department; City Clerk’s Department will distribute via email and hardcopy to City Council, City Manager, City Attorney, and City Clerk.
Updated: Jan 2026
MEETING DATE:
4/14/2026
AGENDA SECTION:
Consent Calendar
STAFF REPORT TITLE City Council Salaries
i. Ordinance No. 1366 - An Ordinance of the City of Folsom Amending Section 2.06.010 of the Folsom Municipal Code
Regarding City Council Salaries (Second Reading and
Adoption
ii. Resolution No. 11584 - A Resolution of the City Council of the City of Folsom Setting City Council Salary at the Rate Authorized by Ordinance No. 1366
FROM: City Manager's Office
Staff is providing the attached additional information for the above-referenced agenda item. • Comment letter from Bonnie & Jason London
04/14/2026 Item No.23.
1 Bettina AdamsFrom:Bettina AdamsSent:Tuesday, April 14, 2026 2:28 PMTo: Bettina AdamsSubject:FW: Public comment: city council salary increase From: Bonnie London Sent: Monday, April 13, 2026 1:34 PM To: Bryan Whitemyer <[email protected]> Subject: Public comment: city council salary increase CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Folsom City Council Members, For many years, the city council and residents have been warned about Folsom’s fiscal challenges. When the city council hired a new city manager with a mandate to “live within our means”, the immediate goal was to shore up a $3M structural budget deficit. During the mid-year budget review last month, the city council and community was told if Folsom was a household then we could pay our mortgage and bills but not fix our roof or put money away. This is why I and many others in the community were surprised when the subsequent meeting included action on pay raises for both the city manager and the city council. While I understand that all of you work extremely hard, this decision went against the message to "live within our means" and to "brace ourselves for difficult decisions". The message sent to the community—intended or not—was that this principle applies only to the residents and not to you, the leaders. Instead of salary raises, please invest in a comprehensive economic plan to guide Folsom’s future based on data, analysis and best practices. Many California cities face similar challenges and we can learn from those who have been successful. Roseville overcame a $15M structural deficit and is now thriving. They had a salary freeze until their finances were in order and worked with the community to develop a clear, methodical approach to financial sustainability. This also appears to be the strategy that Rancho Cordova is taking. In 2024, their city council, whose members receive $500 per month, rejected a salary increase and instead invested in an economic study. I reviewed Folsom’s 5-Year Strategic Plan and the city council’s priorities guiding the 2026-2027 budget. Please let me know if there's something I’m missing, but I couldn’t find any data, analysis, or comprehensive planning that addresses long-term fiscal sustainability. Instead, it appears that decisions are made based on individual preferences, ideas and opinions. If that’s incorrect, it would be helpful to know what the city is using to guide financial planning for short and long-term decisions and You don't often get email from Learn why this is important
04/14/2026 Item No.23.
2 budget priorities. If none exists, my question is why not? These are the issues that should be discussed and acted on right now, not salary raises.
Again, I truly recognize that each and every one of you dedicates a great deal of time and effort to serving the community. More importantly, however, I want to see Folsom thrive because it affects me, my family and the entire community. The decisions you make affect all of us and Folsom’s future.
Respectfully,
Bonnie & Jason London
On Jun 24, 2025, at 9:02 AM, Bonnie London wrote:
Thank you to your commitment for being responsible stewards of our public funds and assets. I reviewed previous budget presentations to better understanding the current situation. In 2022, staff warned this problem was coming. The city council developed a strategic plan. It appears considerable time, effort and money was invested to seek public input. These surveys were referenced but I couldn't find the results on the city’s website or in agenda packets:
June 2021 Folsom Park & Recreation Community Needs Assessment Survey, March 2022 Godbe Research polling data,
June 2022 Clifford Moss Communications - “Folsom Listens” references 12,750 comments; 4858 surveys; reported this was the highest level of community participation they’ve ever seen
Folsom community residents have been providing input for several years now. Costs for professional polling, surveys and community reports are expensive so it would be good use of public funds to utilize this information to guide budget priorities and make it available to the public for review.
It’s also helpful to benchmark Folsom's budget, revenue, expenditures and service levels against comparable cities like Roseville. Here's Roseville’s budget for 2025-2026. The proposed sales tax revenue for Roseville is $100M vs $27M in Folsom. While their residents passed a 0.5 cent sales tax which is expected to yield $29M, the other $71M is collected from the 1% of local sales tax like Folsom. It would be helpful to identify why their sales tax revenue is so much higher and what are some of the different types of high performing sales tax generators. It would also be useful to identify retail leakage to other jurisdictions. An economic study can produce this information but I couldn’t find if Folsom did this during the strategic planning process. It looks like outreach was made to the Folsom business community for feedback but I didn’t see anything else.
04/14/2026 Item No.23.
3 Parks & Recreation is an expensive amenity, but it’s highly valued and has been consistently identified as one of the top priorities for Folsom residents. Parks and Recreation also has cost-recovery opportunities. Under Folsom’s “Charges for Services” revenue, the trend for several Parks & Rec cost-recovery line items has grown steadily and significantly. Since the 2019-2020 budget, revenue from “Charges for Services” has increased from $12M to $17M which is a 25% increase. It would be helpful to identify how much of this is generated through Parks & Recreation, and what opportunities can be developed further.
As with most cities across California, Roseville also has issues with declining sales tax revenue and growing operational costs. They actually faced a $15M shortfall at one point.
Like Folsom, they did strategic planning to improve operational cost-efficiency, and identified economic strategies to boost their revenue so they could continue supporting and improving the quality of services prioritized and valued by their residents. They were able to turn their structural deficit around and have been balancing their budget with additional revenue going into reserves for several years now. The former city manager who helped them through this process is now a consultant who lives locally and works throughout the state helping other jurisdictions who face similar problems. There are valuable lessons and best practices which can help set Folsom up for success. There are also mistakes and unintended consequences we can learn from too.
Last, regarding staff report on additional future actions:
2) Assess City owned properties to see what properties could be sold or deeded to non- profits or community organizations that could maintain the property better than the City while still maintaining the property as a community asset.
If the city is considering selling property, wouldn’t it be subject to the Surplus Land Act and prioritized for affordable housing? If that’s the goal, then it’d be helpful to make that clear.
If the goal is to stabilize and improve long-term economic well-being, the city can also retain ownership of the properties and contract with nonprofits/community organizations to manage and maintain. This could give the city greater control over the types of use to ensure it meets the community’s needs and goals.
Thanks for all of your hard work and dedication to serving the people of Folsom.
Respectfully,
Jason and Bonnie London
04/14/2026 Item No.23.
Folsom City Council
Staff Report
1 MEETING DATE:
4/14/2026
AGENDA SECTION:
Joint Meeting Public Hearing
SUBJECT: Folsom Ranch Financing Authority City of Folsom Com munity Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026
Resolution No. 11590 – A Resolution of the City Cou ncil of the City of Folsom Authorizing the Issuance of the City of Folsom Community Facilities District No. 23 (Folsom Ranch)
Improvement Area No. 7 Special Tax Bonds, Series 20 26, the Execution of an Indenture Providing therefor, Autho rizing the Execution of a Local Obligation Purchase Contract, and
Authorizing Necessary Actions and the Execution of Other Documents in Connection therewith
Resolution No. 015-Folsom Ranch FA – A Resolution o f the Governing Board of the Folsom Ranch Financing Autho rity Authorizing the Issuance, Sale and Delivery of Not to Exceed $12,000,000 Aggregate Principal Amount of City of F olsom Community Facilities District No. 23 (Folsom Ranch)
Improvement Area No. 7 Special Tax Revenue Bonds, S eries 2026; Approving the Form and Substance of a Trust A greement, Authorizing Modifications thereof and Execution and Delivery as Modified; Approving a Preliminary Official Statemen t,
Authorizing Changes thereto and Execution and Deliv ery of an Official Statement to be Derived therefrom; Approvi ng a Local Obligation Purchase Contract and a Bond Purchase Co ntract and Execution and Delivery of Each; and Authorizing Related Actions Necessary to Implement the Proposed Financing
FROM: Finance Department
04/14/2026 Item No.24.
2 RECOMMENDATION / CITY COUNCIL ACTION
It is recommended that the City Council and Folsom Ranch Financing Authority Board conduct the public hearing and receive any public testimony.
Following the close of the public hearing, it is re commended that the City Council adopt the following resolution:
Resolution No. 11590 – A Resolution of the City Cou ncil of the City of Folsom Authorizing the Issuance of the City of Folsom Community Facili ties District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Bonds, Series 20 26, the Execution of an Indenture Providing therefor, Authorizing the Execution of a Local Obligation Purchase Contract, and Authorizing Necessary Actions and the Execution of Other Documents in Connection therewith
It is further recommended that the Governing Board of the Authority adopt the following resolution:
Resolution No. 015-Folsom Ranch FA – A Resolution of the Governing Board of the Folsom Ranch Financing Authority Authorizing the Issuance, Sale and Delivery of Not to Exceed $12,000,000 Aggregate Principal Amount of City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Ta x Revenue Bonds, Series 2026; Approving the Form and Substance of a Trust Agreeme nt, Authorizing Modifications thereof and Execution and Delivery as Modified; Approving a Preliminary Official Statement, Authorizing Changes thereto and Execution and Deliv ery of an Official Statement to be Derived therefrom; Approving a Local Obligation Pur chase Contract and a Bond Purchase Contract and Execution and Delivery of Each; and Au thorizing Related Actions Necessary to Implement the Proposed Financing.
BACKGROUND / ISSUE
Community Facilities District No. 23 (Folsom Ranch) (CFD No. 23) is a community facilities district organized by the City Council under the Me llo-Roos Act for the purpose of providing for the construction and acquisition of certain public improvements and the financing of certain services to serve property within CFD No. 23. The C ity established CFD No. 23 on May 26, 2020 and designated six separate improvement areas at that time. In December 2021, a seventh improvement area was designated within CFD No. 23. Improvement Area No. 7 consists of a gross area of approximately 74 acres and is located wholly within the City of Folsom, at the southeast corner of Mangini Parkway and Oak Avenue Parkway.
Development within Improvement Area No. 7 is planned to include 211 single family homes.
Property within Improvement Area No. 7 is in varyin g stages of development, including finished lots, home under construction, and completed homes sold to individual homeowners.
As of February 17, 2026, Toll Brothers owned 101 lots.
04/14/2026 Item No.24.
3 An arial photo of a portion of the Folsom Plan Area outlining CFD 23 Improvement Area No. 7 is below:
Proceeds from the bonds are expected to finance the acquisition of certain public capital improvements eligible to be financed within Improvement Area No. 7. Capital improvements for Improvement Area 7 include certain roadway improvements, water system improvements, recycled water system improvements, drainage system improvements, wastewater system improvements, park, parkway and open space improvements, Specific Plan Infrastructure Fee program improvements, and certain Specific Plan Infrastructure Fee obligations.
Notice of this public hearing was published in the Folsom Telegraph on April 3, 2026.
POLICY / RULE
Resolution No. 9282 – A Resolution of the City Coun cil of the City of Folsom Approving Goals and Policies for Community Facilities Districts
Chapter 3.110, “Community Facilities Financing”, of the Folsom Municipal Code
Mello-Roos Community Facilities Act of 1982
Marks-Roos Local Bond Pooling Act of 1985
04/14/2026 Item No.24.
4 ANALYSIS
The Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax R evenue Bonds, Series 2026 (Series 2026 Revenue Bonds) are being issued by the Folsom Ranch Financing Authority (FRFA) in a not to exceed amount of $12,000,000 to finance the purchase of the limited obligation special tax bonds (Local Obligations), issued by CFD No. 23 (Folsom Ranch). The purchase price of the Local Obligations will be used to finance the acquisition and construction of certain public facilities, fund a debt service reserve account, an d pay certain costs of issuance of the Local Obligations and Series 2026 Revenue Bonds.
A special tax will be levied and collected annually to service the Local Obligations. Every year, CFD No. 23 shall determine the annual special tax requirement relating to Improvement Area No. 7. The annual special tax requirement is that amount of special tax revenue required in any fiscal year for Improvement Area No. 7 to:
• Pay administrative expenses
• Pay annual debt service on all outstanding bonds for Improvement Area No. 7 • Pay other periodic costs on outstanding bonds, including credit enhancement or rebate payments, if applicable
• Pay any amounts required to replenish the reserve fund • Pay for reasonably anticipated delinquent special taxes • Fund Improvement Area No. 7 PAYGO costs
• Pay for authorized services
• Pay other associated costs as listed in the Rate and Method of Apportionment
The special tax shall be levied each fiscal year pr oportionately on each Sacramento County assessor's parcel of taxable property within Improv ement Area No. 7 at a rate up to 100% of the applicable maximum special tax to satisfy the a nnual special tax requirement. The aggregate assessed and appraised value for taxable property within Improvement Area No. 7 is $144,621,791 and the value-to-lien ratio is 10.3 :1, which is in compliance with the City’s CFD policy. The total projected property tax level for developed residential property within Improvement Area No. 7 is approximately 1.69% and s hall not exceed 2.0% of the estimated sales price of the respective homes to be constructed in Improvement Area No. 7.
Upon the conclusion of the noticed public hearing, and by adopting the proposed City Council Resolution, the City Council is taking the followin g actions in connection with the Local Obligations:
1. Determining that there are significant public benef its to the City from the proposed financing and approving the Series 2026 Revenue Bonds
2. Authorizing the issuance of an aggregate principal amount of not to exceed $12,000,000 in Local Obligations
3. Approving the form and substance and the execution and delivery of the Indenture with U.S. Bank Trust Company, National Association
04/14/2026 Item No.24.
5 4. Approving the form and substance and the execution and delivery of the Continuing Disclosure Certificate
5. Approving the form and substance and delivery of the Preliminary Official Statement, and authorizing the preparation, delivery and execution of a final Official Statement
6. Approving the form and substance and execution and delivery of the Local Obligation Purchase Contract
7. Approving the form and substance and execution and delivery of the Trust Agreement
8. Authorizing the officers of the City to execute any and all documents and instruments, for and on behalf of the City and/or CFD No. 23, to carry out the issuance of the Local Obligations
By adopting the proposed FRFA Resolution, the Gover ning Board is taking the following actions in connection with the Series 2026 Revenue Bonds:
1. Authorizing the issuance of an aggregate principal amount of not to exceed $12,000,000 in Series 2026 Revenue Bonds
2. Approving the form and substance and execution and delivery of the Trust Agreement
3. Approving the form and substance and execution and delivery of the Local Obligation Purchase Contract
4. Approving the form and substance and execution and delivery of the Bond Purchase Contract
5. Approving the form and substance of the Preliminary Official Statement, authorizing the Treasurer to determine when said Preliminary Of ficial Statement is final and authorizing the distribution of both the Preliminary Official Statement and the Official Statement to be distributed by the Underwriter.
6. Authorizing the officers of the FRFA to execute and deliver any and all documents, and to do any and all things deemed necessary to co mply with the terms and intent of this resolution.
Other documents included as exhibits to this staff report include:
• Preliminary Official Statement
• Trust Agreement
• Indenture
• Local Obligation Purchase Contract
• Bond Purchase Agreement
• Continuing Disclosure Certificate
• Good Faith Estimates
04/14/2026 Item No.24.
6 The City has engaged the following consultants to a ssist in the issuance of these Series 2026 Revenue Bonds:
Bond Counsel: Stradling Yocca Carlson & Rauth LLP
Disclosure Counsel: Stradling Yocca Carlson & Rauth LLP Tax Consultant: NBS
Financial Advisor: Fieldman, Rolapp & Associates, I nc.
Trustee: U.S. Bank Trust Company, National Associa tion
FINANCIAL IMPACT
There is no discernable financial impact on the Cit y of Folsom. The CFD No. 23 formation, bonded indebtedness, and expenses, including those for Improvement Area No. 7, are solely the responsibility of CFD No. 23. The City will re ceive reimbursement from the issuance of the Series 2026 Revenue Bonds for staff time and ex penses and will receive an annual administrative fee throughout the term of CFD No. 2 3; these amounts are intended to offset expenses incurred by the City for administration and other items.
ENVIRONMENTAL REVIEW
An Addendum to the Folsom Plan Area Environmental I mpact Report was previously approved for the Toll Brothers at Folsom Ranch proj ect (PN 19-091) on March 10, 2020 in accordance with the California Environmental Quality Act (CEQA). The project is consistent with this Addendum to the Folsom Plan Area Specific Plan EIR/EIS, and all mitigation measures have been applied as conditions of approval for this project. In addition, none of the conditions described in Section 21166 of the Public Resources Code or Section 15162 of the CEQA Guidelines calling for the preparation of a su bsequent EIR have occurred. Therefore, no additional environmental review is required under CEQA.
ATTACHMENTS
1. Resolution No. 11590 – A Resolution of the City Cou ncil of the City of Folsom Authorizing the Issuance of the City of Folsom Comm unity Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax B onds, Series 2026, the Execution of an Indenture Providing therefor, Authorizing the Execution of a Local Obligation Purchase Contract, and Authorizing Necessary Action s and the Execution of Other Documents in Connection therewith
2. Resolution No. 015-Folsom Ranch FA – A Resolution o f the Governing Board of the Folsom Ranch Financing Authority Authorizing the Issuance, Sale and Delivery of Not to Exceed $12,000,000 Aggregate Principal Amount of City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026; Approving the Form and Substance of a Trust Agreement, Authorizing Modifications thereof and Execution and Delivery as Modified; Approving a Preliminary Official Statement, Authorizing Changes thereto and Execution and Delivery of an Official
04/14/2026 Item No.24.
7 Statement to be Derived therefrom; Approving a Loca l Obligation Purchase Contract and a Bond Purchase Contract and Execution and Delivery of Each; and Authorizing Related Actions Necessary to Implement the Proposed Financing.
3. Trust Agreement by and among the Folsom Ranch Finan cing Authority and the City of Folsom Community Facilities District No. 23 (Folsom Ranch) and U.S. Bank Trust Company, National Association, as Trustee
4. Indenture between the City of Folsom Community Faci lities District No. 23 (Folsom Ranch) and U.S. Bank Trust Company, National Association, as Trustee
5. Preliminary Official Statement for the Folsom Ranch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026
6. Local Obligation Purchase Contract for the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Bonds, Series 2026 between the Folsom Ranch Financing Authority and the City o f Folsom Community Facilities District No. 23 (Folsom Ranch)
7. Bond Purchase Agreement for the Folsom Ranch Financ ing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 between the Folsom R anch Financing Authority and Piper Sandler & Co.
8. Continuing Disclosure Certificate
9. Good Faith Estimates for the City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Bonds, Se ries 2026 and 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
Submitted,
Stacey Tamagni
Finance Director
Treasurer of the Folsom Ranch Financing Authority
04/14/2026 Item No.24.
Attachment 1
04/14/2026 Item No.24.
Resolution No. 11590
RESOLUTION NO. 11590
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOLSOM
AUTHORIZING THE ISSUANCE OF THE CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23 (FOLSOM RANCH) IMPROVEMENT AREA NO. 7 SPECIAL TAX BONDS, SERIES 2026, THE EXECUTION OF AN INDENTURE
PROVIDING THEREFOR, AUTHORIZING THE EXECUTION OF A LOCAL
OBLIGATION PURCHASE CONTRACT, AND AUTHORIZING NECESSARY
ACTIONS AND THE EXECUTION OF OTHER DOCUMENTS IN CONNECTION
THEREWITH
WHEREAS , the City Council (the “City Council”) of the City of Folsom (the “City”) has formed the City of Folsom Community Facilities Dist rict No. 23 (Folsom Ranch) (the “Community Facilities District”) and designated var ious improvement areas therein, including Improvement Area No. 7 (the “Improvement Area”), un der the provisions of the Mello-Roos Community Facilities Act of 1982 (the “Act”); and
WHEREAS , the Community Facilities District is authorized under the Act to levy special taxes within the Improvement Area (the “Special Tax es”) to pay the costs of certain public facilities (the “Facilities”) and to issue bonds payable from the Special Taxes; and WHEREAS , in order to provide funds to finance certain of t he Facilities (the “Project”), the Community Facilities District proposes to issue not to exceed $12,000,000 principal amount of its City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Bonds, Series 2026 (the “Local Obligations”); and WHEREAS , the Folsom Ranch Financing Authority (the “Author ity”) has agreed to purchase the Local Obligations pursuant to a Local Obligation Purchase Contract (the “Local Obligation Purchase Contract”) between the Authority and the Community Facilities District with a portion of the proceeds of the Authority’s City o f Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax R evenue Bonds, Series 2026 (the “Authority Bonds”); and
WHEREAS , the City Council has determined in accordance wit h Government Code Section 53360.4 that a negotiated sale of the Local Obligations to the Authority in accordance with the terms of the Local Obligation Purchase Contract will result in a lower overall cost to the Community Facilities District than a public sale; and
WHEREAS , there has been submitted to the City Clerk of the City (the “City Clerk”) a form of Indenture, between the Community Facilities District and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), providing for the issuance of the Local Obligations and a form of Local Obligation Purchase Contract providing for the sale of the Local Obligations to the Authority; and
WHEREAS , there has been submitted to the City Clerk a form of Trust Agreement (the “Trust Agreement”), among the Authority, the Community Facilities District and U.S. Bank Trust
04/14/2026 Item No.24.
Resolution No. 11590
Company, National Association, as trustee, providing for the issuance of the Authority Bonds; and WHEREAS, the Authority has authorized the sale of the Authority Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), with the net proceeds of sale thereof to be utilized to purchase the Local Obligations from the Community Facilities District; and WHEREAS, the Community Facilities District desires to assist the Underwriter in its compliance with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”) pursuant to a Continuing Disclosure Certi ficate (the “Continuing Disclosure Certificate”); and
WHEREAS, the form of a Preliminary Official Statement (the “ Preliminary Official Statement”) to be used in connection with the offer ing and sale of the Authority Bonds has been prepared and is on file with the City Clerk; and
WHEREAS, there have been prepared and submitted to the City Council for consideration at this meeting the forms of:
(a) the Trust Agreement;
(b) the Indenture;
(c) the Local Obligation Purchase Contract;
(d) the Continuing Disclosure Certificate; and
(e) the Preliminary Official Statement; and
WHEREAS, the City Council has considered the evidence of the public benefits to the Community Facilities District of the proposed financing and is fully advised in the premises; and WHEREAS, the Community Facilities District desires to proce ed to issue and sell the Local Obligations and to authorize the execution of such documents and the performance of such acts as may be necessary or desirable to effect the offering, sale and issuance of the Local Obligations; and
WHEREAS, on this date, the City held a public hearing on the financing of the Project in accordance with Section 6586.5 of Articles 1, 2, 3 and 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the Government Code of the State of California (the “Marks- Roos Act”); and
WHEREAS, in accordance with Section 6586.5 of the Marks-Roo s Act, notice of such hearing was published once at least five days prior to the hearing in the Folsom Telegraph , a newspaper of general circulation in the City; and
WHEREAS, Government Code Section 5852.1 requires that the City Council obtain from an underwriter, financial adviser or private lender and disclose, prior to authorization of the issuance of bonds with a term of greater than 13 mo nths, good faith estimates of the following
04/14/2026 Item No.24.
Resolution No. 11590
information in a meeting open to the public: (a) th e true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with res pect to the bonds, (c) the amount of proceeds of the bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the fin al maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds; and WHEREAS, in compliance with Government Code Section 5852.1, the City Council has obtained from Fieldman, Rolapp & Associates, Inc., the municipal adviser to the Community Facilities District, the required good faith estimates and such estimates have been disclosed at this meeting; and
WHEREAS, the City Council is the legislative body of the Community Facilities District; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Folsom, as follows:
Section 1. The foregoing recitals are true and correct, and th e City Council so finds and determines.
Section 2. The City Council, on behalf of the City, hereby approves the issuance of the Authority Bonds to finance the Project and finds th at the use of the Marks-Roos Act to assist the Community Facilities District in financing the Proj ect will result in significant public benefits to the citizens of the City, including more efficient delivery of local agency services to residential and commercial development.
Section 3. Subject to the conditions described in Section 8, t he issuance of the Local Obligations in an aggregate principal amount not to exceed $12,000,000, on the terms and conditions set forth in, and subject to the limitat ions specified in, the Indenture, is hereby authorized and approved. The Local Obligations sha ll be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to rede mption, shall be issued in the form, and shall be as otherwise provided in the Indenture.
Section 4. The form of the Indenture providing for the issuanc e of the Local Obligations, on file with the City Clerk, is hereby approved, and the City Manager of the City (the “City Manager”) and the Finance Director of the Cit y (the “Finance Director”) and such other officers of the City as the City Manager or the Fin ance Director shall designate (each an “Authorized Officer” and collectively, the “Authorized Officers”) are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the Community Facilities District, to execute and deliver the Indenture in substantial ly said form, with such changes therein as may be approved by the City Attorney of the City (the “ City Attorney”), such approval to be conclusively evidenced by the execution and delivery thereof.
Section 5. The form of the Continuing Disclosure Certificate, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein, is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities Distric t, to execute and deliver the Continuing Disclosure Certificate in the form presented to thi s meeting, with such changes, insertions and
04/14/2026 Item No.24.
Resolution No. 11590
omissions as the Authorized Officer executing the same may require or approve, such requirement or approval to be conclusively evidenced by the execution of the Continuing Disclosure Certificate by such Authorized Officer.
Section 6. The Preliminary Official Statement, in substantiall y the form presented to this meeting and made a part hereof as though set forth in full herein, with such changes therein as may be approved by an Authorized Officer, is hereby approved, and the use of the Preliminary Official Statement in connection with the offering and sale of the Authority Bonds is hereby authorized and approved. The Authorized Officers a re, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to certify to the Underwriter that the Preliminary Official Statement has been “deemed final” for purposes of Rule 15c2-12.
Section 7. The preparation and delivery of a final Official St atement (the “Official Statement”), and its use in connection with the offering and sale of the Authority Bonds is hereby authorized and approved. The Official Statement sh all be in substantially the form of the Preliminary Official Statement, with such changes, insertions and omissions as may be approved by an Authorized Officer, such approval to be concl usively evidenced by the execution and delivery thereof. The Authorized Officers are, and each of them is, hereby authorized and directed to execute the final Official Statement and any ame ndment or supplement thereto, for and in the name of the Community Facilities District.
Section 8. The form of the Local Obligation Purchase Contract providing for the sale of the Local Obligations to the Authority, on file with the City Clerk, is hereby approved, and the Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to execute an d deliver the Local Obligation Purchase Contract in substantially said form, with such chan ges therein as may be approved by the City Attorney, such approval to be conclusively evidence d by the execution and delivery thereof; provided that the final maturity of the Local Obligations shall be no later than September 1, 2056, the principal amount of the Local Obligations shall not exceed twelve million dollars ($12,000,000) and the true interest cost (taking in to consideration the associated underwriter’s discount and any original issue premium or discount relating to the Authority Bonds) of the Local Obligations shall not exceed six and one half percent (6.50%).
Section 9. The form of the Trust Agreement, in substantially the form submitted to this meeting and made a part hereof as though set forth in full herein is hereby approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name of the Community Facilities District, to execute an d deliver the Trust Agreement in the form presented to this meeting, with such changes, inser tions and omissions as the Authorized Officer executing the same may require or approve, such req uirement or approval to be conclusively evidenced by the execution of the Trust Agreement by such Authorized Officer.
Section 10. Pursuant to Section 53345.8 of the Act and the City ’s Local Goals and Policies, the City Council hereby finds and determines that the value of the real property that would be subject to the Special Taxes to pay debt service on the Local Obligations will be at least three (3) times the principal amount of the Local Obligat ions to be sold and the principal amount of all other bonds outstanding that are secured by a speci al tax levied pursuant to the Act on property within the Improvement Area or a special assessment levied on property within the Improvement
04/14/2026 Item No.24.
Resolution No. 11590
Area. The City Council determines in its sole discretion that it is necessary and desirable to waive certain of its Local Goals and Policies to the extent the issuance of the Local Obligations does not conform thereto.
Section 11. The officers of the City are hereby authorized and directed, jointly and severally, for and on behalf of the City and/or the Community Facilities District to do any and all things that they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this resolution, including any subsequent amendments, wa ivers or consents entered into or given in accordance with any of the documents approved hereby. The City Manager, the Finance Director, the City Clerk and the officers of the City are hereby authorized and directed to execute and deliver, for and on behalf of the City and/or the Community Facilities District, any and all certificates and representations necessary and desirable to accomplish the transactions set forth above.
Section 12. The City Council hereby approves the execution and delivery of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform El ectronic Transactions Act and digital signatures as may be permitted under Section 16.5 o f the California Government Code using DocuSign.
Section 13. The City hereby appoints the following consultants in connection with the subject matter of this Resolution and hereby authorizes or ratifies, as the case may be, the execution by the City Manager or the Finance Director of agreements with said firms.
Bond Counsel: Stradling Yocca Carlson & Rauth LLP
Disclosure Counsel: Stradling Yocca Carlson & Rauth LLP
Tax Consultant: NBS
Municipal Advisor: Fieldman, Rolapp & Associates
Appraiser: Integra Realty Resources
Section 14. This resolution shall take effect immediately upon its adoption.
04/14/2026 Item No.24.
Resolution No. 11590
PASSED AND ADOPTED this 14 th day of April, 2026, by the following roll call vote:
AYES: Councilmember(s): ________________________________ __
NOES: Councilmember(s): _________________________________ _
ABSENT: Councilmember(s): ________________________________ __
ABSTAIN: Councilmember(s): ________________________________ __
___________________________________
Justin Raithel, MAYOR
ATTEST:
____________________________________
Christa Freemantle, CITY CLERK
04/14/2026 Item No.24.
Attachment 2
04/14/2026 Item No.24.
Resolution No. 015-Folsom Ranch FA
RESOLUTION NO. 015-FOLSOM RANCH FA
RESOLUTION OF THE GOVERNING BOARD OF THE FOLSOM RANCH
FINANCING AUTHORITY AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $12,000,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23 (FOLSOM RANCH) IMPROVEMENT AREA NO. 7 SPECIAL TAX REVENUE BONDS, SERIES 2026;
APPROVING THE FORM AND SUBSTANCE OF A TRUST AGREEMENT,
AUTHORIZING MODIFICATIONS THEREOF AND EXECUTION AND DELIVERY AS MODIFIED; APPROVING A PRELIMINARY OFFICIAL STATEMENT,
AUTHORIZING CHANGES THERETO AND EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT TO BE DERIVED THEREFROM; APPROVING A LOCAL
OBLIGATION PURCHASE CONTRACT AND A BOND PURCHASE CONTRACT AND EXECUTION AND DELIVERY OF EACH; AND AUTHORIZING RELATED
ACTIONS NECESSARY TO IMPLEMENT THE PROPOSED FINANCING
WHEREAS, the Folsom Ranch Financing Authority is a joint exe rcise of powers entity duly organized and existing under and by vir tue of the laws of the State of California (the “Authority”); and
WHEREAS, the City Council (the “City Council”) of the City of Folsom (the “City”) has formed the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the “Community Facilities District”) and designated var ious improvement areas therein, including Improvement Area No. 7, under the provisions of the Mello-Roos Community Facilities Act of 1982 (the “Act”); and
WHEREAS, the Community Facilities District has completed its legal proceedings under the Act with respect to authorizing the issuance and sale of the “City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improveme nt Area No. 7 Special Tax Bonds, Series 2026” (the “Local Obligations”) for the purpose of financing certain public facilities within the City south of Highway 50; and
WHEREAS, the Community Facilities District is empowered under the provisions of the Act to undertake legal proceedings for the l evy of a special tax and for the issuance, sale and delivery of special tax bonds upon the security of the recorded special tax liens; and WHEREAS, the Authority is empowered under the provisions of Article 4, Chapter 5, Division 7, Title 1 of the California Go vernment Code (the “Law”) to issue its bonds for the purpose of purchasing various local obligat ions issued by certain local agencies and applying the proceeds of the bonds to finance certain authorized public facilities; and WHEREAS, the Authority desires to issue the “Folsom Ranch F inancing Authority City of Folsom Community Facilities Distr ict No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026” (the “Bonds”) pursuant to that certain Trust Agreement (the “Trust Agreement”), among the Authority, the Community Facilities District and U.S. Bank Trust Company, National Association, as t rustee (the “Trustee”), in order to provide funds to purchase the Local Obligations; and
04/14/2026 Item No.24.
Resolution No. 015-Folsom Ranch FA
WHEREAS, the Authority has determined that the estimated amount necessary to finance the purchase of the Local Obligations will require the issuance of the Bonds in the aggregate principal amount not to exceed twelve million dollars ($12,000,000); and WHEREAS, the Authority and the Community Facilities District have determined that all things necessary to make the Bonds, when a uthenticated by the Trustee, and issued as provided in the Trust Agreement, the valid, binding and legal obligations of the Authority according to the import thereof and hereof have been done and performed; and WHEREAS, in furtherance of implementing the financing, ther e have been filed with the Authority Secretary for consideration and approval by this Board forms of the following:
(a) a Trust Agreement, under the terms of which the Bonds are to be issued and the Revenues (as said term is defined in the Trust Agreement and as said Revenues are received by the Authority as holder of the Local Obligations) are to be administered to pay the principal of and interest on the Bonds; (b) a Local Obligation Purchase Contract, under the ter ms of which, among other things, the Community Facilities District agr ees to sell and the Authority agrees to purchase the Local Obligations;
(c) a Bond Purchase Contract, under the terms of which, among other things, the Authority agrees to sell and the underwriter ag rees to purchase the Bonds; and
(d) a Preliminary Official Statement, describing the Bo nds and the Local Obligations; and
WHEREAS, Government Code Section 5852.1 requires that the Governing Board of the Authority obtain from an underwriter, financial adviser or private lender and disclose, prior to authorization of the issuance of bonds with a te rm of greater than 13 months, good faith estimates of the following information in a meeting open to the public: (a) the true interest cost of the bonds, (b) the sum of all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of the bonds expected to be rece ived net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds; and WHEREAS, in compliance with Government Code Section 5852.1, the Governing Board of the Authority has obtained from Fieldman, Rolapp & Associates, Inc., municipal adviser to the Authority, the required good faith estimates and such estimates have been disclosed at this meeting; and
WHEREAS, being fully advised in the matter of the proposed financing program, this Board wishes to proceed with implementation of said financing program; and
04/14/2026 Item No.24.
Resolution No. 015-Folsom Ranch FA
WHEREAS, all acts, conditions and things required by the Co nstitution and laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the financing authorized hereby do exist, have happened and have been performed in regular and due time, fo rm and manner as required by law, and the Authority is now duly authorized and empowered, pursuant to each and every requirement of law, to authorize the execution and delivery of certain documents in order to further implement the financing in the manner and upon the terms herein provided; and WHEREAS, as required by the Law, the City has conducted a p ublic hearing and has determined that the issuance of the Bonds by th e Authority and the acquisition of the Local Obligations will result in significant public benef its, including more efficient delivery of local agency services to residential and commercial development.
NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Folsom Ranch Financing Authority as follows:
Section 1. The foregoing recitals are true and correct, and th is Board so finds and determines.
Section 2. Pursuant to the Law, the Bonds shall be issued in t he aggregate principal amount of not to exceed twelve million do llars ($12,000,000). No Bond shall mature later than September 1, 2056.
Section 3. The form and substance of the Trust Agreement are h ereby approved. The Treasurer of the Authority or design ee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Trust Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 4. The form and substance of the Local Obligation Purc hase Contract is hereby approved. The Treasurer of the Authority or designee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Local Obligation Purchase Contract in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Section 5. The form and substance of the Bond Purchase Contrac t is hereby approved. The Treasurer of the Authority or design ee thereof is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Bond Purchase Contract in substantially said form, with such chan ges therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided that the true interest cost of the Bonds shall not exceed six and one half percent (6.50%) and the underwriter’s discount (exclusive of original issue discount) shall not exceed one and one half percent (1.50%).
Section 6. (a) The form and substance of the Preliminary Official Statement is hereby approved. The Treasurer of the Authority or designee thereof is authorized to execute the final Official Statement to be derived therefrom.
04/14/2026 Item No.24.
Resolution No. 015-Folsom Ranch FA
(b) This Board hereby authorizes the Treasurer of the A uthority or designee thereof to find and determine that said Preliminary Official Statement in preliminary form is, and as of its date shall be deemed “final” for purposes of Rule 15c2-12 of the Securities and Exchange Commission, and the Treasurer of the Authority or designee thereof is hereby authorized to execute a certificate to such effect in the customary form.
(c) The Treasurer of the Authority or designee is autho rized to approve corrections and additions to the Preliminary Offici al Statement by supplement or amendment thereto, by appropriate insertions, or otherwise as appropriate, provided that such corrections or additions shall be regarded by such officer as necessary to cause the information contained therein to conform to facts material to the Bonds or the Lo cal Obligations or to the proceedings of this Board or the City Council or that such corrections or additions are in form rather than in substance. (d) The underwriter of the Bonds is authorized to distr ibute said Preliminary Official Statement and the final Official Statement to be derived therefrom in connection with the sale and delivery of the Bonds.
Section 7. The officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, including any agency agreement, which they may deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution, including any subsequent amendments, waivers or consents entered into or giv en in accordance with any of the documents approved hereby, and to obtain a policy of bond ins urance, a rating and/or a reserve fund surety policy for any series of the Bonds. Such actions h eretofore taken by such officers are hereby ratified, confirmed and approved.
Section 8. This Board hereby approves the execution and delive ry of all agreements, documents, certificates and instruments referred to herein with electronic signatures as may be permitted under the California Uniform El ectronic Transactions Act and digital signatures as may be permitted under Section 16.5 o f the California Government Code using DocuSign.
Section 9. This resolution shall take effect immediately upon its passage.
04/14/2026 Item No.24.
Resolution No. 015-Folsom Ranch FA
PASSED AND ADOPTED this 14 th day of April, 2026, by the following roll call vote:
AYES: Boardmember(s): __________________________________ __
NOES: Boardmember(s): ___________________________________ _
ABSENT: Boardmember(s): __________________________________ __
ABSTAIN: Boardmember(s): __________________________________ __
___________________________________
Justin Raithel, CHAIR
ATTEST:
____________________________________
Christa Freemantle, SECRETARY
04/14/2026 Item No.24.
Attachment 3
04/14/2026 Item No.24.
OH&S DRAFT
02/22/26
4146-3874-6214.2
TRUST AGREEMENT
by and among the
FOLSOM RANCH FINANCING AUTHORITY
and the
CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH)
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Relating to 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
Dated as of May 1, 2026
04/14/2026 Item No.24.
TABLE OF CONTENTS
Page
-i-
4146-3874-6214.2
ARTICLE I
DEFINITIONS
Section 1.01. Definitions ........................................................................................................... 2 Section 1.02. Rules of Construction ........................................................................................ 10
ARTICLE II
TERMS OF AUTHORITY BONDS
Section 2.01. The Authority Bonds ......................................................................................... 10 Section 2.02. Form of Authority Bonds .................................................................................. 13 Section 2.03. Authority Bonds Mutilated, Destroyed, Stolen or Lost ..................................... 13 Section 2.04. Execution of Authority Bonds ........................................................................... 14 Section 2.05. Transfer and Registration of Authority Bonds .................................................. 14 Section 2.06. Regulations with Respect to Exchange or Transfer of Authority Bonds .......... 15 Section 2.07. Authentication of Authority Bonds ................................................................... 15 Section 2.08. Cancellation of Authority Bonds ....................................................................... 15 Section 2.09. Authority Bonds as Special Obligations ............................................................ 15 Section 2.10. Special Covenants as to Book-Entry Only System for Authority Bonds .......... 16 Section 2.11. CUSIP Numbers ................................................................................................ 17
ARTICLE III
ISSUANCE OF AUTHORITY BONDS
Section 3.01. Provisions for the Issuance of Authority Bonds ................................................ 19 Section 3.02. Parity and Subordinate Bonds ........................................................................... 18
ARTICLE IV
REDEMPTION OF AUTHORITY BONDS
Section 4.01. General Redemption Provisions ........................................................................ 20 Section 4.02. Optional Redemption ......................................................................................... 20 Section 4.03. Extraordinary Redemption ................................................................................ 19 Section 4.04. Mandatory Redemption ..................................................................................... 21 Section 4.05. Redemption Instructions .................................................................................... 21 Section 4.06. Notice of Redemption ........................................................................................ 22 Section 4.07. Payment of Redeemed Authority Bonds ........................................................... 21 Section 4.08. Purchase in Lieu of Redemption ....................................................................... 23
ARTICLE V
REVENUES AND FUNDS FOR AUTHORITY BONDS
Section 5.01. Establishment of Funds ..................................................................................... 23 Section 5.02. Deposit of Proceeds of Authority Bonds ........................................................... 22 Section 5.03. Proceeds Fund ................................................................................................... 22 Section 5.04. Local Obligations Fund ..................................................................................... 24 Section 5.05. Revenue Fund .................................................................................................... 24 Section 5.06. Revenues Derived from Special Tax Prepayments ........................................... 24 Section 5.07. Interest Fund ...................................................................................................... 24
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TABLE OF CONTENTS
(continued)
Page
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Section 5.08. Principal Fund ................................................................................................... 23 Section 5.09. Redemption Fund .............................................................................................. 25 Section 5.10. Rebate Fund ....................................................................................................... 25
ARTICLE VI
SECURITY FOR AND INVESTMENT OF MONEY
Section 6.01. Security .............................................................................................................. 26 Section 6.02. Investment of Money ......................................................................................... 26
ARTICLE VII
COVENANTS OF THE AUTHORITY AND THE COMMUNITY FACILITIES DISTRICT Section 7.01. Payment of Authority Bonds; No Encumbrances ............................................. 27 Section 7.02. Enforcement and Amendment of Local Obligations ......................................... 27 Section 7.03. Further Documents ............................................................................................ 28 Section 7.04. Tax Covenants for the Authority Bonds ............................................................ 28 Section 7.05. Maintenance of Existence .................................................................................. 29 Section 7.06. Continuing Disclosure ....................................................................................... 29 Section 7.07. Redemption Fund for the Local Obligations ..................................................... 29 Section 7.08. Concerning the Trust Estate .............................................................................. 30
ARTICLE VIII
DEFAULTS AND REMEDIES
Section 8.01. Events of Default ............................................................................................... 31 Section 8.02. Proceedings by Trustee; No Acceleration ......................................................... 31 Section 8.03. Effect of Discontinuance or Abandonment ....................................................... 32 Section 8.04. Rights of Owners ............................................................................................... 32 Section 8.05. Restriction on Owner’s Action .......................................................................... 32 Section 8.06. Power of Trustee to Enforce .............................................................................. 33 Section 8.07. Remedies Not Exclusive .................................................................................... 33 Section 8.08. Waiver of Events of Default; Effect of Waiver ................................................. 33 Section 8.09. Application of Money upon Event of Default ................................................... 33
ARTICLE IX
THE TRUSTEE
Section 9.01. Appointment and Acceptance of Duties ............................................................ 35 Section 9.02. Duties, Immunities and Liability of Trustee ...................................................... 35 Section 9.03. Merger or Consolidation .................................................................................... 37 Section 9.04. Compensation and Indemnification ................................................................... 38 Section 9.05. Liability of Trustee ............................................................................................ 39 Section 9.06. Right to Rely on Documents; Adverse Effect Determinations ......................... 39 Section 9.07. Preservation and Inspection of Documents ....................................................... 40 Section 9.08. Indemnity for Trustee ........................................................................................ 40
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TABLE OF CONTENTS
(continued)
Page
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4146-3874-6214.2
ARTICLE X
EXECUTION OF INSTRUMENTS BY OWNERS AND
PROOF OF OWNERSHIP OF AUTHORITY BONDS
Section 10.01. Execution of Instruments; Proof of Ownership ................................................. 40
ARTICLE XI
SUPPLEMENTAL TRUST AGREEMENTS
Section 11.01. Supplemental Trust Agreements with Consent of Owners ............................... 41 Section 11.02. Supplemental Trust Agreements Without Consent of Owners ......................... 41 Section 11.03. Trustee Authorized to Enter into Supplemental Trust Agreements .................. 42
ARTICLE XII
DEFEASANCE
Section 12.01. Defeasance ......................................................................................................... 42 Section 12.02. Authority Bonds Deemed to Have Been Paid ................................................... 43 Section 12.03. Money Held for Particular Authority Bonds ..................................................... 44 Section 12.04. Effect of Defeasance of Authority Bonds ......................................................... 44
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Dissolution of Authority .................................................................................... 44 Section 13.02. Parties Interested Herein .................................................................................... 44 Section 13.03. Notice ................................................................................................................ 44 Section 13.04. Holidays ............................................................................................................. 46 Section 13.05. Limitation of Liability ....................................................................................... 46 Section 13.06. Unclaimed Money ............................................................................................. 46 Section 13.07. Governing Law .................................................................................................. 47 Section 13.08. Severability of Invalid Provisions ..................................................................... 47 Section 13.09. Counterparts and Electronic Execution ............................................................. 47 Section 13.10. U.S.A. Patriot Act .............................................................................................. 47 Section 13.11. Force Majeure .................................................................................................... 47
EXHIBIT A FORM OF AUTHORITY BONDS ................. ................................................ A-1
04/14/2026 Item No.24.
4146-3874-6214.2
TRUST AGREEMENT
This Trust Agreement (the “Trust Agreement”), dated as of May 1, 2026, by and among the Folsom Ranch Financing Authority, a joint exercise of powers agency duly organized and existing under the laws of the State of Califor nia (the “Authority”), the City of Folsom Community Facilities District No. 23 (Folsom Ranch), organized and existing under and by virtue of the laws of the State of California (the “Commun ity Facilities District”) and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”); WITNESSETH:
WHEREAS, the Authority is empowered under the provi sions of the Marks-Roos Local Bond Pooling Act of 1985, being Article 4, Ch apter 5, Division 7, Title 1 of the California Government Code (the “Law”), to issue its bonds for the purpose of purchasing various Local Obligations (as defined herein) issued by certain local agencies; and WHEREAS, the Authority has determined to issue its Folsom Ranch Financing Authority City of Folsom Community Facilities Distr ict No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026 ( the “Authority Bonds”) to be secured by a pledge, lien and claim upon the Revenues (as that t erm is defined herein) in order to provide a portion of the funds necessary to purchase the Loca l Obligations (as that term is defined herein); and
WHEREAS, the Authority and the Community Facilities District have determined that all things necessary to make the Authority Bonds (as that term is defined herein), when issued by the Authority and authenticated by the Trustee and delivered as provided herein, valid, binding and legal obligations of the Authority according to the import thereof and hereof have been done and performed; and
NOW, THEREFORE, THIS TRUST AGREEMENT WITNESSETH, th at in consideration of the premises, the acceptance by the Trustee of the trusts hereby created and other good and valuable consideration, the receipt of whi ch is hereby acknowledged, and in order to secure the payment of the interest on and principal of and redemption premiums, if any, on all Authority Bonds Outstanding (as that term is define d herein) hereunder from time to time according to their tenor and effect, and the making of such other payments required to be made by the Authority and the satisfaction of all the agreements, conditions, covenants and terms expressed and implied herein and in the Authority Bonds, the Authority does hereby assign, bargain, convey, grant, mortgage and pledge a security interest unto the Trustee and unto its successors and assigns hereunder forever in all right, title and interest of the Authority in, to and under, subject to the provisions hereof permitting the application thereo f for the purposes and on the terms and conditions set forth therein, each and all of the following (collectively, the “Trust Estate”):
(a) the proceeds of sale of the Authority Bonds;
(b) the Revenues (as that term is defined herein);
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2 4146-3874-6214.2
(c) the amounts in the Funds (as that term is defin ed herein) established and held hereunder, except amounts in the Rebate Fund; and
(d) the Local Obligations;
TO HAVE AND TO HOLD IN TRUST all of the same hereby assigned, bargained, conveyed, granted, mortgaged and pledged or agreed or intended so to be to the Trustee and to its successors and assigns forever for the equal and ra table benefit of the Owner issued by the Authority hereunder and authenticated by the Truste e and delivered hereunder and Outstanding hereunder, without any priority as to the Trust Est ate of any one Authority Bond over any other (except as expressly provided in or permitted hereb y), upon the trusts and subject to the agreements, conditions, covenants and terms hereinafter set forth; AND THIS TRUST AGREEMENT FURTHER WITNESSETH, and it is expressly declared, that all Authority Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the rights and property hereby assigned, bargained, conveyed, granted, mortgaged and pledged are to be dealt with and disp osed of under, upon and subject to the agreements, conditions, covenants, terms, trusts an d uses as hereinafter expressed, and the Authority and the Community Facilities District have agreed and covenanted, and do hereby agree and covenant, with the Trustee and with the Owner, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. The terms set forth below shall have the following meanings set forth herein, unless the context clearly otherwise requires:
“Act” shall mean the Mello-Roos Community Facilitie s Act of 1982, as amended (being Sections 53311 et seq. of the Government Code of the State of California) , and all laws amendatory thereof or supplemental thereto.
“Authority” shall mean the Folsom Ranch Financing Authority, a joint exercise of powers agency duly organized and existing under the laws of the State of California, and its successors and assigns.
“Authority Bond” or “Authority Bonds” shall mean th e Folsom Ranch Financing Authority City of Folsom Community Facilities Distr ict No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026. “Serial Authority Bonds” shall mean the Authority Bonds for which no Minimum Sinking Fund Payments are provided. “Term Authority Bonds” shall mean the Authority Bonds which are pay able on or before their specified maturity date from Minimum Sinking Fund Payments established for that purpose and calculated to retire such Authority Bonds on or before their specified maturity date. “Authorized Denominations” shall mean five thousand dollars ($5,000) and any integral multiple thereof, but not exceeding the principal amount of the Authority Bonds maturing on any one date.
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3 4146-3874-6214.2
“Authorized Officer” shall mean, when used with ref erence to the Authority, the Chair, the Treasurer or any other person authorized by the Authority in a Written Order or resolution to perform an act or sign a document on behalf of the Authority for the purposes hereof, and when used with reference to the Community Facilities District and the City, acting for and on behalf of the Community Facilities District, the Ma yor, the Finance Director or any other person authorized by the City or the Community Facilities District, as applicable, in a Written Order or resolution to perform an act or sign a document on behalf of the City or the Community Facilities District for the purposes hereof.
“Bond Counsel” shall mean an attorney-at-law, or a firm of such attorneys, of nationally recognized standing in matters pertainin g to the tax-exempt nature of interest on obligations issued by states and their political subdivisions. “Bond Register” shall mean the registration books specified as such in Section 2.05. “Business Day” shall mean any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banks in New York, New York, or the city in which the Corporate Trust Office of the Trustee is located, are closed.
“Cash Flow Certificate” shall mean a written certif icate executed by a Cash Flow Consultant.
“Cash Flow Consultant” shall mean a financial consu ltant or firm of such consultants generally recognized to be well qualifi ed in the financial consulting field relating to municipal securities such as the Authority Bonds, appointed and paid by the Community Facilities District or the Authority and who, or each of whom:
(1) is in fact independent and not under the domina tion of the Community Facilities District, the Authority or the City;
(2) does not have any substantial interest, direct or indirect, with the Community Facilities District, the Authority or the City; and (3) is not connected with the Community Facilities District, the Authority or the City as a member, officer or employee of the Co mmunity Facilities District, the Authority or the City, but who may be regularly retained to make annual or other reports to the Community Facilities District, the Authority or the City.
The Cash Flow Consultant shall not, as a result of its role as Cash Flow Consultant, be deemed to have a “financial advisory relationshi p” with the Authority within the meaning of California Government Code Section 53590(c).
“Chair” shall mean the Chair of the Authority.
“City” shall mean the City of Folsom, a charter city and municipal corporation duly organized and existing under its charter and the Co nstitution and laws of the State of California, and its successors.
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4 4146-3874-6214.2
“City Manager” shall mean the City Manager of the City. “Code” shall mean the Internal Revenue Code of 1986 , as amended, and the regulations issued thereunder.
“Community Facilities District” shall mean the City of Folsom Community Facilities District No. 23 (Folsom Ranch), established by the City pursuant to the Act. “Corporate Trust Office” shall mean the designated corporate trust office of the Trustee at the location set forth in Section 13.03.
“Dated Date” shall mean the applicable date of the original execution and delivery of the Authority Bonds.
“DTC” shall mean The Depository Trust Company, in N ew York, New York; or, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depository as the Authority may designat e in an Officer’s Certificate delivered to the Trustee.
“Event of Default” shall mean an event of default specified as such in Section 8.01. “Finance Director” shall mean the Finance Director of the City. “Fund” or “Funds” shall mean any or all, as the case may be, of the Revenue Fund, the Interest Fund, the Principal Fund, the Redempti on Fund, the Proceeds Fund, the Local Obligations Fund and the Rebate Fund, including all accounts therein. “Government Obligations” shall mean any Investment Securities described in clause (i) or clause (ii) of the definition thereof but excluding any securities that are callable or prepayable prior to the redemption or maturity date of the Authority Bonds to be paid therefrom, and excluding any securities that do not have a fixed par value or the terms of which do not promise a fixed dollar amount at maturity or earlier call date. “Improvement Area” means Improvement Area No. 7 of the Community Facilities District.
“Indenture Trustee” means U.S. Bank Trust Company, National Association, as trustee under the Local Obligations Indenture.
“Interest Fund” shall mean the fund by that name es tablished pursuant to Section 5.01.
“Interest Payment Date” shall mean March 1 and Sept ember 1 in each year, commencing on [September 1, 2026].
“Investment Securities” shall mean and include any of the following securities, to the extent permitted by the laws of the State and t he City’s Investment Policy, for and on behalf of the Community Facilities District as it may be amended from time to time:
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(i) Cash (insured at all times by the Federal Depos it Insurance Corporation or fully collateralized by Investment Securities described in clause (ii) hereof); (ii) Obligations of, or obligations guaranteed as t o principal and interest by, the United States of America or any agency or instrumen tality thereof, when such obligations are backed by the full faith and credit of the United States of America including:
(A) All direct or fully guaranteed U.S. Treasury obligations; (B) Farmers Home Administration;
(C) General Services Administration;
(D) Guaranteed Title XI financing;
(E) Government National Mortgage Association (GNMA); and (F) U.S. Treasury - State and Local Government Series; (iii) Obligations of any of the following federal a gencies which obligations represent the full faith and credit of the United States of America, including:
(A) Export-Import Bank;
(B) Rural Economic Community Development Administration; (C) U.S. Maritime Administration;
(D) Small Business Administration;
(E) U.S. Department of Housing & Urban Development (PHAs); (F) Federal Housing Administration; and
(G) Federal Financing Bank;
(iv) Direct obligations of any of the following fed eral agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America:
(A) Senior debt obligations issued by the Federal Natio nal Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC); (B) Obligations of the Resolution Funding Corporation (REFCORP); (C) Senior debt obligations of the Federal Home Loan Ba nk System; and
(D) Senior debt obligations of other Government Sponsored Agencies;
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(v) U.S. Dollar-denominated deposit accounts, feder al funds and bankers’ acceptances with domestic commercial banks which ha ve a rating on their short term certificates of deposit on the date of purchase of “P-1” by Moody’s and “A-1” or “A-1+” by S&P and maturing not more than 360 calendar days after the date of p urchase (provided that ratings on holding companies shall not be considered the rating of the bank) or fully collateralized by Investment Securities described in clause (ii) hereof for amounts in excess of deposit insurance; (vi) Commercial paper which is rated at the time of purchase in the single highest classification, “P-1” by Moody’s and “A-1+” by S&P and which matures not more than 270 calendar days after the date of purchase;
(vii) Investments in a money market fund rated “AAA m” or “AAAm-G” or better by S&P, including funds for which the Truste e or an affiliate provides investment management or other services but excluding funds with a floating net asset value; (viii) “Pre-refunded Municipal Obligations,” define d as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice and (A) which are rate d, based on an irrevocable escrow account or fund (the “escrow”), in the highest rating category of Moody’s or S&P or any successors thereto; or (B) (1) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations de scribed in clause (ii) of this definition, which escrow may be applied only to the payment of such p rincipal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (2) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the matu rity date or dates specified in the irrevocable instructions referred to above, as appropriate;
(ix) Any bonds or other obligations of any agency, instrumentality or local governmental unit of any state of the United States of America which are rated “Aaa/AAA” or general obligations of any such state with ratings of “A2” or higher by Moody’s and “A” or higher by S&P.
(x) The Local Agency Investment Fund (established u nder Sections 53600-53609 of the California Government Code, as amended or supplemented from time to time). “Law” shall mean the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code, and all laws amendatory thereof or supplemental thereto.
“Letter of Representation” shall mean the letter of the Authority delivered to and accepted by the Depository on or prior to the issua nce of the Authority Bonds setting forth the basis on which the Depository serves as depository for such Authority Bonds as originally executed or as it may be supplemented or revised or replaced by a letter to a substitute depository.
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“Local Obligations Fund” shall mean the fund by that name established pursuant to Section 5.01.
“Local Obligations Indenture” shall mean the indent ure authorizing and securing the Local Obligations and pursuant to which the Local Obligations were issued. “Local Obligation Purchase Contract” shall mean the purchase contract entered into between the Authority and the Community Facilities District providing for the purchase of the Local Obligations by the Authority with the proceeds of the Authority Bonds. “Local Obligations” shall mean the Community Facili ties District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Bonds, Series 2026 to be issued by the Community Facilities District pursuant to the Act and to be purchased by the Authority pursuant to the Law. “Mayor” shall mean the Mayor of the City.
“Minimum Sinking Fund Payments” shall mean the paym ents required by Section 2.01 to be deposited in the Sinking Fund Account. “Moody’s” shall mean Moody’s Investors Service Inc. , a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors or assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a municipal securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized municipal securities rating agency selected by the Authority (which shall be under no liability by reason of such selection). “Officer’s Certificate” shall mean a certificate signed by an Authorized Officer. “Opinion of Bond Counsel” shall mean a legal opinio n signed by a Bond Counsel selected by the Authority.
“Outstanding” shall mean, with respect to the Authority Bonds and as of any date, all Authority Bonds authorized, issued, authenticated and delivered hereunder, except:
(a) Authority Bonds canceled or surrendered to the Trustee for cancellation pursuant to Section 2.08;
(b) Authority Bonds deemed to have been paid pursua nt to Section 12.02; (c) Authority Bonds in lieu of or in substitution f or which other Authority Bonds shall have been authenticated and delivered pursuant to Section 2.03; and (d) Authority Bonds paid pursuant to Section 2.03.
“Owner” shall mean, as of any date, the Person or Persons in whose name or names a particular Bond shall be registered on the Bond Register as of such date.
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“Person” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated or ganization or a government or political subdivision thereof.
“Principal Fund” shall mean the fund by that name e stablished pursuant to Section 5.01.
“Principal Installment,” when used with respect to any Principal Payment Date, shall mean the principal amount of Outstanding Authority Bonds due on such date. “Principal Payment Date,” when used with reference to an Authority Bond, shall mean the maturity date or the Minimum Sinking Fund Payment date for such Authority Bond. “Proceeds Fund” shall mean the fund by that name es tablished pursuant to Section 5.01.
“Rebate Fund” shall mean the fund by that name esta blished pursuant to Section 5.01.
“Rebate Instructions” shall mean the calculations a nd directions required to be delivered to the Trustee by the Authority pursuant to the Tax Certificate. “Rebate Requirement” shall mean the Rebate Requirem ent defined in the Tax Certificate.
“Record Date” shall mean the fifteenth (15th) day o f the month preceding any Interest Payment Date, whether or not such day is a Business Day. “Redemption Fund” shall mean the fund by that name established pursuant to Section 5.01.
“Responsible Officer of the Trustee” means any officer within the global corporate trust department (or any successor group or departm ent of the Trustee) including any vice president, assistant vice president, assistant secretary or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, with res ponsibility for the administration of this Trust Agreement.
“Revenue Fund” shall mean the fund by that name est ablished pursuant to Section 5.01.
“Revenues” shall mean all amounts received by the T rustee as the payment of interest on, or the equivalent thereof, and the pay ment or return of principal of, or redemption premiums, if any, on, or the equivalent thereof, al l Local Obligations, whether as a result of scheduled payments, or redemption premiums, Special Tax Prepayments or remedial proceedings taken in the event of a default thereon, and all investment earnings on any money held in the Funds held hereunder (except the Rebate Fund).
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“S&P” shall mean S&P Global Ratings, a business of Standard & Poor’s Financial Services LLC, and its successors or assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a municipal securities rating agency, then the term “S&P” shall be deemed to refer to any othe r nationally recognized municipal securities rating agency selected by the Authority (which shal l be under no liability by reason of such selection).
“Secretary” shall mean the Secretary of the Authority.
“Sinking Fund Account” shall mean the account withi n the Principal Fund by that name established pursuant to Section 2.01.
“Special Tax” shall mean the special tax authorized to be levied and collected annually on all Taxable Property in the Improvement Area under and pursuant to the Act at the special election held in the Community Facilities District, including both the Facilities Special Tax and the Services Special Tax (each as defined in the Local Obligations Indenture). “Special Tax Prepayments” shall mean all payments t o the Community Facilities District by or on behalf of the owner of a parcel within the Improvement Area subject to a Special Tax to accomplish a pay-off of the Special Tax obli gation pertaining to such parcel and the discharge of the Special Tax lien with respect to s uch parcel (except the portion thereof, if any, which represents accrued interest on the Local Obligations). “Special Tax Revenues” shall mean all money collect ed and received by the Community Facilities District on account of unpaid Special Tax obligations within the Improvement Area, including all amounts collected i n the normal course by the Community Facilities District, all Special Tax Prepayments an d all amounts received by the Community Facilities District as a result of superior court foreclosure proceedings brought to enforce payment of delinquent Special Taxes within the Improvement Area, but excluding therefrom any amounts explicitly included therein on account of collectio n charges, administrative cost charges, or attorneys’ fees and costs paid as a result of foreclosure actions. “Special Record Date” shall mean the date establish ed by the Trustee pursuant to Section 2.01 as a record date for the payment of defaulted interest on the Authority Bonds. “State” shall mean the State of California.
“Supplemental Trust Agreement” shall mean any trust agreement supplemental to or amendatory of this Trust Agreement which is duly executed and delivered in accordance with the provisions of Article XI.
“Term Authority Bonds” shall mean the Authority Bon ds which are payable on or before their specified maturity date from Minimum S inking Fund Payments established for that purpose and calculated to retire such Authority Bonds on or before their specified maturity date. “Tax Certificate” shall mean each certificate for t he Authority Bonds relating to various federal tax requirements, including the req uirements of Section 148 of the Code, signed
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by the Authority and the Community Facilities Distr ict on the Dated Date, as the same may be amended or supplemented in accordance with its terms.
“Treasurer” shall mean the Treasurer of the Authority.
“Taxable Property” shall mean all property within t he Improvement Area taxable under the Act in accordance with the proceedings for the authorization of the issuance of the Local Obligations and the levy and collection of the Special Tax. “Trust Agreement” shall mean this Trust Agreement d ated as of May 1, 2026, by and among the Authority, the Community Facilities District and the Trustee pursuant to which the Authority Bonds are to be issued, as amended or sup plemented from time to time in accordance with its terms.
“Trust Estate” shall have the meaning ascribed thereto in the granting clause hereof. “Trustee” shall mean U.S. Bank Trust Company, Natio nal Association, a national banking association duly organized and existing und er the laws of the United States of America, in its capacity as Trustee hereunder, and any successor as Trustee hereunder. “Written Order” shall mean, when used with referenc e to the Authority, a written order or written direction of the Authority to the Trustee signed by an Authorized Officer, and when used with reference to the Community Facilities District, an instrument in writing signed by the City Manager or the Finance Director, or by any other officer of the City duly authorized by the City Council, as legislative body of the Community Facilities District, for that purpose.
SECTION 1.02. Rules of Construction. Except where the context otherwise requires, all words imparting the singular number shall inclu de the plural number and vice versa, and all pronouns inferring the masculine gender shall inclu de the feminine gender and vice versa. The headings or titles of the several articles and sect ions hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof. All references herein to “Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunde r” and other words of similar import refer to this Trust Agreement as a whole and not to any part icular article, section, subdivision or clause thereof.
ARTICLE II
TERMS OF AUTHORITY BONDS
SECTION 2.01. The Authority Bonds. The Authority Bonds shall be issued under and secured by this Trust Agreement and shall be in the form of fully registered bonds in denominations of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) in excess thereof designated the “Folsom R anch Financing Authority City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 7 Special Tax Revenue Bonds, Series 2026” and shall be in the agg regate principal amount of [_________] dollars ($[_________]). The Authority Bonds shall be dated the Dated Date and shall bear interest
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at the rates specified in the table below, such interest being payable semiannually on each Interest Payment Date, and shall mature on the Principal Pay ment Dates in the following years in the following principal amounts, namely:
Principal
Payment Date
(September 1)
Principal
Amount
Interest
Rate
$ %
*
* Term Bonds
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Minimum Sinking Fund Payments are hereby establishe d for the mandatory redemption and payment of the Term Authority Bonds, which payments shall become due during the years ending on the dates and in the amounts se t forth in the following schedules (except that if any Term Authority Bonds have been redeemed purs uant to Section 4.02 or 4.03, the amounts of such Minimum Sinking Fund Payments shall be redu ced proportionately by the principal amount of all such Term Authority Bonds so redeemed), namely:
Term Authority Bond Maturing September 1, 20[__]
Year Ending
September 1
Minimum Sinking
Fund Account Payment
$
*
______________
* Maturity.
Term Authority Bond Maturing September 1, 20[__]
Year Ending
September 1
Minimum Sinking
Fund Account Payment
$
*
______________
* Maturity.
All such Minimum Sinking Fund Payments for the Term Authority Bonds shall be deposited in a separate account in the Principal Fu nd, which account is hereby established and shall be known as the Sinking Fund Account and whic h account the Authority hereby agrees and covenants to cause to be maintained by the Trustee so long as any Term Authority Bonds are Outstanding. All money in the Sinking Fund Account on September 1 of each year during the period beginning on September 1, 20[__], and ending on September 1, 20[__], both years inclusive, shall be used and withdrawn by the Authority on eac h such September 1 for the mandatory redemption or payment of the Term Authority Bonds m aturing on September 1, 20[__]; and all money in the Sinking Fund Account on September 1 of each year during the period beginning on September 1, 20[__], and ending on September 1, 20[ __], both years inclusive, shall be used and withdrawn by the Authority on each such September 1 for the mandatory redemption or payment of the Term Authority Bonds maturing on September 1 , 20[__], and the Authority hereby agrees and covenants with the Owners of the respective Ter m Authority Bonds to call and redeem in accordance with Section 4.04 or pay the Term Author ity Bonds from Minimum Sinking Fund
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Payments deposited in the Sinking Fund Account purs uant to this paragraph whenever on September 1 of any year there is money in the Sinking Fund Account available for such purpose.
The interest on and principal of and redemption premiums, if any, on the Authority Bonds shall be payable in lawful money of the Unite d States of America. The Authority Bonds shall be issued as fully registered bonds and shall be numbered from one (1) upward. The Authority Bonds shall bear interest from the Dated Date. Payment of the interest on any Authority Bond shall be made to the Person whose name appears on the Bond Register as the Owner thereof as of the close of business on the Record Date, suc h interest to be paid by check mailed by first class mail on each Interest Payment Date to the Own er at the address which appears on the Bond Register as of the Record Date for that purpose; except that in the case of an Owner of one million dollars ($1,000,000) or more in aggregate principal amount of Authority Bonds, upon written request of such Owner to the Trustee received not later than such Record Date, such interest shall be paid on such Interest Payment Date in immediatel y available funds by wire transfer to an account in a bank or trust company or savings bank that is a member of the Federal Reserve System and that is located in the continental United State s of America. The principal of and redemption premiums, if any, on the Authority Bonds shall be p ayable by the Trustee at its Corporate Trust Office upon presentation and surrender of such Auth ority Bonds. Interest shall be calculated on the basis of a 360-day year consisting of twelve (1 2) 30-day calendar months; provided, that notwithstanding any other provision herein containe d, any interest not punctually paid or duly provided for, as a result of an Event of Default or otherwise, shall forthwith cease to be payable to the Owner on the Record Date and shall be paid to the Owner in whose name the Authority Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice of whic h shall be given to the Owner not less than ten (10) Business Days prior to such Special Record Date.
SECTION 2.02. Form of Authority Bonds. The Authority Bonds and t he forms of the certificate of authentication, the assignment and the DTC endorsement to appear thereon shall be substantially as set forth in Exhibit A hereto, with such variations, insertions or omissions as are appropriate and not inconsistent herewith.
SECTION 2.03. Authority Bonds Mutilated, Destroyed, Stolen or Lost. In the event any Authority Bond is mutilated, lost, stolen or de stroyed, the Authority may execute and, upon its request in writing, the Trustee shall authenticate and deliver a substitute Authority Bond of the same principal amount and maturity as the mutilated , lost, stolen or destroyed Authority Bond in exchange and substitution for such mutilated Author ity Bond, or in lieu of and substitution for such lost, stolen or destroyed Authority Bond.
Application for exchange and substitution of mutila ted, lost, stolen or destroyed Authority Bonds shall be made to the Trustee at its Corporate Trust Office. In every case the applicant for a substitute Authority Bond shall fur nish to the Trustee indemnification to its satisfaction, and in every case of loss, theft or destruction of an Authority Bond, the applicant shall also furnish to the Authority and the Trustee evide nce to their satisfaction of such loss, theft or destruction and of the identity of the applicant, a nd in every case of mutilation of an Authority Bond, the applicant shall surrender the mutilated Authority Bond to the Trustee.
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Notwithstanding the foregoing provisions of this Se ction, in the event any such Authority Bond shall have matured, and no default h as occurred which is then continuing in the payment of the interest on or principal of or redemption premiums, if any, on the Authority Bonds, the Trustee shall, upon written direction from the Authority, pay the same (without surrender thereof except in the case of a mutilated Authority Bond) instead of issuing a substitute Authority Bond so long as indemnification is furnished as above provided.
Upon the issuance of any substitute Authority Bond, the Trustee may charge the Owner of such Authority Bond for its reasonable fees and expenses in connection therewith. Every substitute Authority Bond issued pursuant to the pr ovisions of this Section by virtue of the fact that any Authority Bond is lost, stolen or destroye d shall constitute an original additional contractual obligation of the Authority, whether or not the lost, stolen or destroyed Authority Bond shall be found at any time, or be enforceable by an yone, and shall be entitled to all the benefits hereof equally and proportionally with any and all other Authority Bonds duly issued hereunder to the same extent as the Authority Bonds in substitution for which such substitute Authority Bonds were issued.
SECTION 2.04. Execution of Authority Bonds. All Authority Bonds shall, from time to time, be executed on behalf of the Authorit y by the manual or facsimile signature of the Treasurer and attested by the manual or facsimile signature of the Secretary.
If any of the officers who shall have signed any Au thority Bond shall cease to be such officer of the Authority before the Authority Bond so signed shall have been actually authenticated by the Trustee or delivered, such Authority Bond nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons who signed such Authority Bond had not ceased to be such offic er of the Authority, and any such Authority Bond may be signed on behalf of the Authority by th ose persons who, at the actual date of the execution of such Authority Bond, shall be the prop er officers of the Authority, although on the date of such Authority Bond any such person shall not have been such officer of the Authority.
SECTION 2.05. Transfer and Registration of Authority Bonds. The Authority Bonds shall be transferred or exchanged and title thereto shall pass only in the manner provided herein, and the Trustee shall keep books constituting the Bond Register for the registration and transfer of the Authority Bonds as provided herein. All Author ity Bonds presented for transfer or exchange shall be accompanied by a written instrument or ins truments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the Owner or by his or her attorney duly authorized in writing, and all such Authority Bonds shall be surrendered to the Trustee and canceled by the Trus tee pursuant to Section 2.08. The Authority and the Trustee shall be entitled to conclusively t reat the Owner as the absolute owner of such Authority Bond for the purpose of receiving any pay ment of the interest on or principal of or redemption premium, if any, on such Authority Bond and for all other purposes hereof, whether such Authority Bond shall be overdue or not, and ne ither the Authority nor the Trustee shall be affected by any notice to the contrary. All such p ayments shall be valid and effectual to satisfy and discharge the liability upon such Authority Bond to the extent of the sum or sums so paid.
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SECTION 2.06. Regulations with Respect to Exchange or Transfer of Authority Bonds.
In all cases in which the privilege of exchanging o r registering the transfer of Authority Bonds is exercised, the Authority shall e xecute and the Trustee shall authenticate and deliver Authority Bonds in accordance with the provisions hereof. There shall be no charge to the Owner for any such exchange or registration of transfer of Authority Bonds, but the Authority may require the payment of a sum sufficient to pay any tax or other governmental charge required to be paid with respect to any such exchange or regist ration of transfer. Neither the Authority nor the Trustee shall be required to register the transfer or exchange of any Authority Bond during the period established by the Trustee for selection of Authority Bonds for redemption or to register the transfer or exchange of any Authority Bond selected for redemption.
Upon surrender for exchange or transfer of any Auth ority Bond at the Corporate Trust Office of the Trustee, the Authority shall ex ecute and the Trustee shall authenticate and deliver in the name of the Owner (in the case of tr ansfers) a new Authority Bond or Authority Bonds, of Authorized Denominations, in the aggregat e principal amount which the registered Owner is entitled to receive.
All new Authority Bonds delivered upon any transfer or exchange shall be valid obligations of the Authority, evidencing the same d ebt as the Authority Bonds surrendered, shall be secured hereby and shall be entitled to all of the security and benefits hereof to the same extent as the Authority Bonds surrendered.
SECTION 2.07. Authentication of Authority Bonds. No Authority Bo nd shall be secured hereby or entitled to the benefits hereof o r shall be valid or obligatory for any purpose unless there shall be endorsed on such Authority Bo nd the Trustee’s certificate of authentication, substantially in the form prescribed herein, executed by the manual signature of a duly authorized signatory of the Trustee; and such certificate on a ny Authority Bond issued by the Authority hereunder shall be conclusive evidence and the only competent evidence that such Authority Bond has been duly authenticated and delivered hereunder.
SECTION 2.08. Cancellation of Authority Bonds. Upon the surrender to the Trustee of any mutilated Authority Bond, or any Authority B ond surrendered for transfer or exchange, or any Authority Bond redeemed or paid at maturity, th e same shall forthwith be canceled and the Trustee shall destroy such Authority Bonds and the Trustee shall deliver a certificate of destruction with respect thereto to the Authority.
SECTION 2.09. Authority Bonds as Special Obligations. The Author ity Bonds are special, limited obligations of the Authority, paya ble from the Trust Estate and secured as to the payment of the interest on and principal of and redemption premiums, if any, thereon in accordance with their terms and the terms hereof, solely by th e Trust Estate. The Authority Bonds do not constitute a charge against the general credit of the Authority or any of its members, and under no circumstances shall the Authority be obligated to pay the interest on or principal of or redemption premiums, if any, on the Authority Bonds except fro m the Trust Estate. None of the Community Facilities District, the City, the State, any public agency (other than the Authority) or any member of the Community Facilities District or the Authority is obligated to pay the interest on or principal
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of or redemption premiums, if any, on the Authority Bonds, and neither the faith and credit nor the taxing power of the Community Facilities District, the City, the State or any public agency thereof or any member of the Authority or the Community Facilities District is pledged to the payment of the interest on or principal of or redemption premi ums, if any, on the Authority Bonds. The payment of the interest on or principal of or redemption premiums, if any, on the Authority Bonds does not constitute a debt, liability or obligation of the Community Facilities District, the City, the State or any public agency (other than the Authority) or any member of the Authority.
No agreement or covenant contained in any Authority Bond or herein shall be deemed to be an agreement or covenant of any officer, member, agent or employee of the Authority in his or her individual capacity, and neither the members of the Authority nor any officer or employee thereof executing the Authority Bonds shall be liable personally on any Authority Bond or be subject to any personal liability or accountability by reason of the issuance of the Authority Bonds.
SECTION 2.10. Special Covenants as to Book-Entry Only System for Authority Bonds.
(a) Except as otherwise provided in subsections (b) and (c) of this Section, all of the Authority Bonds initially issued shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), or such other nominee as DTC shall request pursuant to the Letter of Representation. Payment of the interest on any Authority Bond registered in the name of Cede & Co. shall be made on each Interest Payment Date for such Authority Bonds to the account, in the manner and a t the address indicated in or pursuant to the Letter of Representation.
(b) The Authority Bonds initially shall be issued in th e form of a single authenticated fully registered Authority Bond for each stated maturity of such Authority Bonds, representing the aggregate principal amount of the Authority Bonds o f such maturity. Upon initial issuance, the ownership of all such Authority Bonds shall be regi stered in the registration records maintained by the Trustee pursuant to Section 2.05 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC shall request pursuant to the Letter of Representation. The Trustee and any paying agent may conclusively treat DTC (or its nom inee) as the sole and exclusive owner of the Authority Bonds registered in its name for the purposes of payment of the principal or redemption price of and interest on such Authority Bonds, sele cting the Authority Bonds or portions thereof to be redeemed, giving any notice permitted or requ ired to be given to Owners hereunder, registering the transfer of Authority Bonds, obtain ing any consent or other action to be taken by Owners of the Authority Bonds and for all other pur poses whatsoever; and neither the Authority nor the Trustee or any paying agent shall be affect ed by any notice to the contrary. Neither the Trustee nor any paying agent shall have any responsibility or obligation to any Participant (which shall mean, for purposes of this Section, securitie s brokers and dealers, banks, trust companies, clearing corporations and other entities, some of w hom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Authority Bonds under or through DTC or any Participant, or any other person which is not s hown on the registration records as being an Owner, with respect to (i) the accuracy of any reco rds maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price of or interest on the Authority Bonds, (iii) any notice which is permitted or required to be
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given to Owners of Authority Bonds hereunder, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a par tial redemption of the Authority Bonds, or (v) any consent given or other action taken by DTC as Owner of Authority Bonds. The Trustee shall pay all principal of and premium, if any, and interest on the Authority Bonds only at the times, to the accounts, at the addresses and otherwise in acc ordance with the Letter of Representation, and all such payments shall be valid and effective to s atisfy fully and discharge the Trustee’s obligations with respect to the principal of and pr emium, if any, and interest on the Authority Bonds to the extent of the sum or sums so paid. Up on delivery by DTC to the Trustee of written notice to the effect that DTC has determined to sub stitute a new nominee in place of its then existing nominee, the Authority Bonds will be trans ferable to such new nominee in accordance with subsection (e) of this Section.
(c) In the event that the Authority determines that the beneficial owners of the Authority Bonds shall be able to obtain Authority B ond certificates, the Trustee shall, upon the written instruction from the Authority, so notify D TC, whereupon DTC shall notify the Participants of the availability through DTC of Aut hority Bond certificates. In such event, the Authority Bonds will be transferable in accordance with subsection (e) of this Section. DTC may determine to discontinue providing its services with respect to the Authority Bonds at any time by giving written notice of such discontinuance to the Trustee and discharging its responsibilities with respect thereto under applicable law. In such even t, the Authority Bonds will be transferable in accordance with subsection (e) of this Section. Whenever DTC requests the Trustee to do so, the Trustee will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Authority Bonds then Outstanding. In such event, the Authority Bon ds will be transferable to such securities depository in accordance with subsection (e) of thi s Section, and thereafter, all references in this Trust Agreement to DTC or its nominee shall be deem ed to refer to such successor securities depository and its nominee, as appropriate.
(d) Notwithstanding any other provision of this Trust A greement to the contrary, so long as all Authority Bonds Outstanding are registe red in the name of any nominee of DTC, all payments with respect to the principal of and premium, if any, and interest on each such Authority Bond and all notices with respect to each such Auth ority Bond shall be made and given, respectively, to DTC as provided in the Letter of Representation. (e) In the event that any transfer or exchange of Autho rity Bonds is authorized under subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the Authority Bonds to be transferred or exchanged and appropriate instruments of transfer t o the permitted transferee, all in accordance with the applicable provisions of Sections 2.05 and 2.06. In the event Authority Bond certificates are issued to Owners other than Cede & Co., its successor as nominee for DTC as Owner of all the Authority Bonds, another securities depository as O wner of all the Authority Bonds, or the nominee of such successor securities depository, th e provisions of Sections 2.05 and 2.06 shall also apply to, among other things, the registration , exchange and transfer of the Authority Bonds and the method of payment of principal of, premium, if any, and interest on the Authority Bonds.
SECTION 2.11. CUSIP Numbers. The Authority in issuing the Authority Bonds may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers
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in notices of redemption as a convenience to Owners ; provided that the Trustee shall have no liability for any defect in the “CUSIP” numbers as they appear on any Authority Bond, notice or elsewhere, and, provided further that any such noti ce may state that no representation is made as to the correctness of such numbers either as printed on the Authority Bonds or as contained in any notice of redemption and that reliance may be place d only on the other identification numbers printed on the securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Authority shall promptly noti fy the Trustee in writing of any change in CUSIP numbers.
ARTICLE III
ISSUANCE OF AUTHORITY BONDS
SECTION 3.01. Provisions for the Issuance of Authority Bonds. Th e Authority Bonds shall be executed by the Authority and delivered to the Trustee for authentication, together with a Written Order authorizing and directing the Trustee to authenticate the Authority Bonds and containing instructions as to the delivery of t he Authority Bonds. The Trustee shall authenticate and deliver the Authority Bonds upon r eceipt of such Written Order and upon the following having been made available to it:
(a) A copy of the resolution adopted by the Authority approving this Trust Agreement and the execution and delivery by the Authority her eof, duly certified by the Secretary to have been duly adopted by the Authority and to be in ful l force and effect on the date of such certification;
(b) The proceeds of sale of the Authority Bonds;
(c) An Officer’s Certificate stating that all conditions precedent to the authorization of the Authority Bonds have been satisfied and that the Authority is not in default in the performance of any of the agreements, conditions, covenants or terms contained herein; (d) An original executed counterpart hereof;
(e) The Local Obligations to be purchased with the proc eeds of the Authority Bonds, registered in the name of the Trustee; and
(f) An Opinion or Opinions of Bond Counsel addressing the validity and, if applicable, the tax-exempt status of the Authority Bonds and th e validity of the Local Obligations, subject to such exceptions as may be reasonable and appropriate.
SECTION 3.02. Parity and Subordinate Bonds. So long as any of th e Authority Bonds remain Outstanding, the Authority shall not i ssue any bonds or obligations payable from Revenues.
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ARTICLE IV
REDEMPTION OF AUTHORITY BONDS
SECTION 4.01. General Redemption Provisions. The Authority Bonds that are subject to redemption prior to maturity pursuant to this Trust Agreement shall be redeemable, upon mailed notice as provided in this Article, at such times and upon such terms as are contained in this Article.
SECTION 4.02. Optional Redemption. The Authority Bonds are subject to optional redemption by the Authority prior to their respecti ve maturity dates as a whole or in part on any date on or after September 1, 20[__], from any sour ce of available funds other than Minimum Sinking Fund Payments and Special Tax Prepayments, upon mailed notice as provided herein, at the following redemption prices (computed upon the principal amount of the Authority Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on any date on or after [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.
SECTION 4.03. Extraordinary Redemption. The Authority 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 [S eptember 1, 2026], solely from funds derived from extraordinary redemption of Local Obligations from Special Tax Prepayments, at the following redemption prices (computed upon the prin cipal amount of the Authority Bonds or portions thereof called for redemption) together with accrued interest thereon to the date fixed for redemption:
103% if redeemed on any Interest Payment Date on or after [September 1, 2026], through [March 1, 20__];
102% if redeemed on [September 1, 20__], or [March 1, 20__]; 101% if redeemed on [September 1, 20__], or [March 1, 20__]; and 100% if redeemed on [September 1, 20__], or any Interest Payment Date thereafter.
SECTION 4.04. Mandatory Redemption. The Term Authority Bonds mat uring on September 1, 20[__], are subject to mandatory redemption by the Authority prior to their maturity
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date in part on September 1 of each year on and aft er September 1, 20[__], to and including September 1, 20[__]; and the Term Authority Bonds maturing on September 1, 20[__], are subject to mandatory redemption by the Authority prior to t heir maturity date in part on September 1 of each year on and after September 1, 20[__], to and including September 1, 20[__] from (and in the amount of) the Minimum Sinking Fund Payments due and payable for the Term Authority Bonds on each such date, at a redemption price equal to the principal amount thereof plus accrued interest thereon to the date of redemption, without premium.
SECTION 4.05. Redemption Instructions. Upon any prepayment of a Local Obligation, the Authority shall deliver to the Trus tee at least forty-five (45) days prior to the redemption date a Written Order of the Authority de signating the amounts and maturities of the Authority Bonds to be redeemed, which shall be in t he manner necessary to enable the Authority to deliver a Cash Flow Certificate satisfying the requirements described below. In the event only a portion of the Outstanding Authority Bonds of any maturity are to be redeemed at any one time, the Trustee shall select the particular Authority B onds of each maturity date to be redeemed in accordance with DTC procedures (which, at the time of the issuance of the Authority Bonds, would be a redemption by lot) or, if the Authority Bonds are not then in book-entry, in a manner that it deems appropriate and fair. The Trustee shall rede em Authority Bonds in Authorized Denominations. The Trustee shall promptly notify the Authority in writing of the numbers of the Authority Bonds so selected for redemption on any d ate. Upon any redemption of a portion but not all of the Outstanding Authority Bonds, the Authority shall deliver to the Trustee a Cash Flow Certificate to the effect that, assuming all payments are made with respect to the Local Obligations, (i) the Revenues, together with moneys on deposit in other funds and account held under this Trust Agreement, will be sufficient to pay all Principal Installments, Minimum Sinking Fund Payments and interest payments on the Authority Bonds when due; and (ii) the redemption premiums, if any, on the Local Obligations, together with other Revenues available to the Trustee for such purpose, are sufficient to offset any difference between the interest to accrue on the Authority Bonds to be paid or redeemed with the proceeds of prepayment of such Local Obligations (plus any redemption premium payable upon redemption of such Authority Bonds) and the income to be earned on any investment of such proceeds (assured as of the date of payment thereof), in each case until the date of payment or redemption of Authority Bonds, such that in no event will the prepayment of Local Obligations cause the Trustee to have insufficient funds to pay debt service on the Authority Bonds when due. In no event shall Authority Bonds be red eemed if upon such redemption the principal amount of the Local Obligations remaining outstanding will be less than the total principal amount of Outstanding Authority Bonds. Such Written Order of the Authority may specify that optional redemption of the Authority Bonds will be conditioned upon receipt of funds or other events.
SECTION 4.06. Notice of Redemption. Subject to receipt of the Wr itten Order of the Authority delivered pursuant to Section 4.05, the Trustee shall, at the sole cost and expense of the Authority, give notice of redemption as hereina fter provided in this Section; provided, that Authority Bonds, identified by CUSIP numbers, seria l numbers and maturity date, have been called for redemption and, in the case of Authority Bonds to be redeemed in part only, the portion of the principal amount thereof that has been calle d for redemption (or if all the Outstanding Authority Bonds are to be redeemed, so stating, in which event such serial numbers may be omitted), that they will be due and payable on the date fixed for redemption (specifying such date) upon surrender thereof to the Trustee at its Corpor ate Trust Office, subject to any conditions to such redemption specified in the Written Order of t he Authority, at the redemption price
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(specifying such price), together with any accrued interest to such date, and that all interest on the Authority Bonds (or portions thereof) so to be rede emed will cease to accrue on and after such date and that from and after such date such Authority Bond (or such portion thereof) shall no longer be entitled to any lien, benefit or security hereunder, and the Owner thereof shall have no rights in respect of such redeemed Authority Bond or such por tion except to receive payment from such money of such redemption price plus accrued interest to the date fixed for redemption. If sufficient monies for the payment of the redemption price of all Authority Bonds to be redeemed are not then on deposit with the Trustee, such notice shall also state that redemption is conditioned upon the timely deposit of sufficient funds therefor with the Trustee.
Such notice shall be mailed by first class mail, in a sealed envelope, postage prepaid, at least thirty (30) but not more than sixty (60) days before the date fixed for redemption, to the Owners of such Authority Bonds (or portions thereof) so called for redemption, at their respective addresses as the same shall last appear on the Bond Register; provided, that neither the failure of an Owner to receive notice of redemption of Authority Bonds hereunder nor any error in such notice shall affect the validity of the proceedings for the redemption of Authority Bonds.
Any notice of optional redemption hereunder may be rescinded by written notice given by the Authority to the Trustee no later than three (3) Business Days prior to the date specified for redemption, instructing the Trustee t o send such notice of rescission. The Trustee shall give notice of rescission of the notice of op tional redemption or non-satisfaction of any conditions specified in the notice of optional redemption as soon as practicable to the same parties and in the same manner as the notice of redemption was given pursuant to this Section.
SECTION 4.07. Payment of Redeemed Authority Bonds. If notice of redemption has been given and not rescinded and if the conditions to such redemption specified therein, if any, have been satisfied, each as provided in Section 4.06, the Authority Bonds (or the portions thereof) called for redemption shall become irrevocably due and payable on the date fixed for redemption at the redemption price thereof, together with accr ued interest to the date fixed for redemption, upon presentation and surrender of the Authority Bo nds to be redeemed at the Corporate Trust Office of the Trustee specified in the notice of redemption. If there shall be called for redemption less than the full principal amount of an Authority Bond, the Authority shall execute and deliver and the Trustee shall authenticate, upon surrender of such Authority Bond, and without charge to the Owner thereof, Authority Bonds of like interest rate and maturity in an aggregate principal amount equal to the unredeemed portion of the princ ipal amount of the Authority Bonds so surrendered in such Authorized Denominations as shall be specified by the Owner thereof.
If any Authority Bond or any portion thereof shall have been duly called for redemption and payment of the redemption price, together with unpaid interest accrued to the date fixed for redemption, shall have been made or provided for by the Authority, then interest on such Authority Bond or such portion thereof shall cease to accrue from such date, and from and after such date such Authority Bond or such portion there of shall no longer be entitled to any lien, benefit or security hereunder, and the Owner thereo f shall have no rights in respect of such Authority Bond or such portion except to receive pa yment of such redemption price and unpaid interest accrued to the date fixed for redemption.
SECTION 4.08. Purchase in Lieu of Redemption. In lieu of redempt ion of any Authority Bond pursuant to the provisions of Sectio n 4.02 or Section 4.03, and after complying
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with Section 4.05, amounts on deposit in the Procee ds Fund, the Principal Fund or in the Redemption Fund may be used and withdrawn by the Tr ustee at any time prior to a notice of redemption having been delivered, upon a Written Order for the purchase of such Authority Bonds at public or private sale as and when and at such p rices as the Authority may in its discretion determine, but not in excess of the lower of the hi ghest or then current redemption price thereof plus accrued interest to the purchase date; and all Authority Bonds so purchased shall be delivered to the Trustee for cancellation.
ARTICLE V
REVENUES AND FUNDS FOR AUTHORITY BONDS
SECTION 5.01. Establishment of Funds. There is hereby establishe d with the Trustee, and the Trustee hereby agrees to maintain, the following special trust funds for the Authority Bonds, which the Trustee shall keep separate and apart from all other funds and moneys held by it: the Revenue Fund, the Interest Fund, t he Principal Fund, the Redemption Fund, the Proceeds Fund, the Local Obligations Fund and the Rebate Fund.
SECTION 5.02. Deposit of Proceeds of Authority Bonds. The net proceeds received from the sale of the Authority Bonds (in the amount of $[___________], consisting of the principal amount thereof, [plus/less] the [net] original issu e [premium/discount] of $[_______] and less an underwriter’s discount of $[________]) shall be deposited by the Trustee in the Proceeds Fund.
SECTION 5.03. Proceeds Fund. The amounts in the Proceeds Fund shall be applied forthwith by the Trustee for the purchase of the Local Obligations pursuant to the Local Obligation Purchase Contract in accordance with a Written Orde r of the Authority whereupon the Proceeds Fund shall be closed. If any amount shall remain i n the Proceeds Fund following such purchase, such amount shall be transferred to the Revenue Fund.
SECTION 5.04. Local Obligations Fund. All Local Obligations acqu ired by the Trustee pursuant to Section 5.03 shall be deposited in the Local Obligations Fund, which the Trustee shall establish and maintain.
SECTION 5.05. Revenue Fund. All Revenues received by the Trustee , other than Revenues derived from the early redemption of Local Obligations from Special Tax Prepayments (which shall be administered in accordance with Sec tion 5.06), shall be deposited by the Trustee in the Revenue Fund. On each Interest Payment Date and Principal Payment Date, the Trustee shall transfer Revenues (to the extent that Revenues are available therein) from the Revenue Fund, in the amounts specified in Sections 5.07 and 5.08, for deposit into the respective Funds specified therein in the order of priority herein set forth, the requirements of each Fund to be fully satisfied, leaving no deficiencies therein, prior to any deposit into any Fund later in priority. On each Interest Payment Date and Principal Payment Date, after maki ng the deposits required by Sections 5.07 and 5.08, the Trustee shall transfer all remaining money in the Revenue Fund to the Indenture Trustee for deposit pursuant to the Local Obligations Indenture.
SECTION 5.06. Revenues Derived from Special Tax Prepayments. The Community Facilities District and the Authority acknowledge t hat amounts received by the Community
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Facilities District on account of Special Tax Prepayments are to be utilized for the sole purpose of the prior redemption of Local Obligations pursuant to Section 4.03, and not to pay current, scheduled debt service payments on the Local Obligations. Correspondingly, in order to maintain a proper ratio between debt service payments on the Local Obligations and debt service payments on the Authority Bonds, all Revenues received by th e Trustee which are derived from the early redemption of Local Obligations from Special Tax Prepayments when received by the Community Facilities District shall be deposited in the Redem ption Fund and used to redeem the Authority Bonds pursuant to Section 4.03, in accordance with a Written Order of the Authority delivered pursuant to Section 4.05.
SECTION 5.07. Interest Fund. The Trustee shall deposit in the Interest Fund on each Interest Payment Date from the Revenue Fund an amou nt of Revenues which, together with any amounts then on deposit in the Interest Fund, is eq ual to the interest due on the Authority Bonds due on such date. On each Interest Payment Date, the Trustee shall pay the interest due and payable on the Authority Bonds on such date from the Interest Fund.
SECTION 5.08. Principal Fund. After satisfying the requirements of the foregoing Section 5.07 respecting deposits in the Interest Fu nd, the Trustee shall deposit in the Principal Fund (i) on each Principal Payment Date from the Re venue Fund an amount of Revenues which, together with any amounts then on deposit in the Pr incipal Fund (other than amounts previously deposited on account of any Authority Bonds which h ave matured but which have not been presented for payment) is sufficient to pay the Pri ncipal Installments on the Authority Bonds due on such Principal Payment Date and (ii) on each September 1 on which a Minimum Sinking Fund Payment is required to be made (for deposit in the Sinking Fund Account) from the Revenue Fund an amount of Revenues which is equal to the Minimum Sinking Fund Payment due and payable on such date. On each Principal Payment Date, the Trustee shall pay the principal or redemption price due and payable on the Authority Bonds on such date from the Principal Fund.
SECTION 5.09. Redemption Fund. All money held in or transferred to the Redemption Fund pursuant to Section 5.06 shall be u sed for the purpose of redeeming or purchasing all or a portion of the Outstanding Auth ority Bonds pursuant to Section 4.03, and the Trustee shall use other moneys in the Redemption Fu nd for the payment of the redemption price of Authority Bonds called for redemption pursuant to Section 4.02, together with accrued interest to the redemption date.
SECTION 5.10. Rebate Fund. The Trustee agrees to establish and m aintain when needed a fund separate from any other fund establis hed and maintained hereunder designated the Rebate Fund. The Trustee shall deposit in the Reba te Fund, from funds made available by the Authority, the Rebate Requirement, all in accordanc e with the Rebate Instructions received from the Authority. The Trustee will apply money held in the Rebate Fund as provided in Section 7.04 and according to instructions provided by the Authority. Subject to the provisions of Section 7.04, all money held in the Rebate Fund is hereby pledged to secure payments to the United States of America, and the Authority and the Community Facili ties District and the Owners will have no rights in or claim to such money. The Trustee will invest all money held in the Rebate Fund in Investment Securities as directed in writing by the Authority, such written direction to specify which Investment Securities are to be invested in, and all investment earnings with respect thereto shall be deposited in the Rebate Fund.
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Upon receipt of the Rebate Instructions required by the Tax Certificate to be delivered to the Trustee, the Trustee will remit pa rt or all of the balance held in the Rebate Fund to the United States of America as so directed. In addition, if the Rebate Instructions so direct, the Trustee will deposit money into or transfer money out of the Rebate Fund from or into such Funds as the Rebate Instructions shall direct. The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written dire ctions of the Authority including supplying all necessary information in the manner provided in the Tax Certificate to the extent such information is reasonably available to the Trustee, and shall h ave no liability or responsibility to monitor or enforce compliance by the Authority with the terms of the Tax Certificate.
The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from money hel d in the Rebate Fund or from other money provided to it by the Authority. The Trustee shall not be responsible for computing the Rebate Requirement, and computations of the Rebate Requirement shall be furnished to the Trustee or on behalf of the Authority in accordance with the Tax Certificate.
Notwithstanding any other provision hereof, includi ng in particular Article XII pertaining to defeasance, the obligation to remit the rebate amounts to the United States of America and to comply with all other requirements of this Section and the Tax Certificate shall survive the defeasance or payment in full of the Authority Bonds.
ARTICLE VI
SECURITY FOR AND INVESTMENT OF MONEY
SECTION 6.01. Security. All money required to be deposited with or paid to the Trustee in any of the Funds (other than the Rebate Fund) referred to in any provision hereof shall be held by the Trustee in trust, and except for mon ey held for the payment or redemption of Authority Bonds or the payment of interest on Autho rity Bonds pursuant to Section 12.03, shall, while held by the Trustee, constitute part of the T rust Estate and shall be subject to the lien and pledge created hereby.
SECTION 6.02. Investment of Money. So long as the Authority Bond s are Outstanding and there is no default hereunder, all money on deposit to the credit of the Revenue Fund, the Interest Fund, the Principal Fund and the Redemption Fund and all accounts within such Funds shall, at the written request of an Authorize d Officer of the Authority specifying and directing that such investment of such money be mad e, be invested by the Trustee in Investment Securities having maturities not later than the date necessary to provide the availability of money when needed for purposes hereof, and all money held in the Rebate Fund shall, at the written request of an Authorized Officer specifying and dir ecting that such investment of such money be made, be invested by the Trustee in Government Obli gations having maturities not later than the date necessary to provide the availability of money when needed for purposes hereof, and the Trustee shall be entitled to conclusively rely on such instructions for purposes of this Section. The Trustee shall notify the Authority in writing prior to the date money held hereunder will be available for investment, requesting that the Autho rity deliver to the Trustee written instructions specifying the Investment Securities to be acquired by the Trustee with such money. The Authority, in issuing such written instructions, sh all comply with the provisions of the Tax
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Certificate. In the absence of written instruction s from the Authority regarding investment, such money shall be held uninvested. The Trustee (or any affiliate thereof) may act as principal or agent in the acquisition or disposition of any investments.
Money on deposit in the Proceeds Fund, if any, shal l be invested in Investment Securities pursuant to a Written Order specifying w hich Investment Securities to be invested in, and such money may not be reinvested in any other I nvestment Securities unless the Trustee receives, at the time of such reinvestment, a furth er written certification to the effect that, after such reinvestment, the Revenues will be sufficient to pay principal and interest on the Authority Bonds when due.
Notwithstanding anything to the contrary contained herein, an amount of interest received with respect to any Investment Security eq ual to the amount of accrued interest, if any, paid as part of the purchase price of such Investme nt Security shall be credited to the Fund from which such accrued interest was paid. The Trustee shall not be responsible for any losses, taxes, fees, charges or consequences of any investment, re investment or liquidation of investment if it follows such instructions. Notwithstanding anything to the contrary contained herein, the Trustee shall have no obligation or responsibility to deter mine whether investment in a security is permitted by the laws of the State and the City’s I nvestment Policy, for and on behalf of the Community Facilities District, and shall be entitled to conclusively assume that any investment it is directed to make is so permitted.
The securities purchased with the money in each Fun d shall be deemed a part of such Fund. If at any time it shall become necessary or appropriate that some or all of the securities purchased with the money in any Fund be redeemed or sold in order to raise money necessary to comply with the provisions hereof, the Trustee shall effect such redemption or sale, employing, in the case of a sale, any commercially reasonable met hod of effecting the same. The Trustee shall not be liable or responsible for any consequences, fees, taxes or other charges resulting from any such investment or resulting from the redemption, s ale or maturity of any such investment as authorized pursuant to this Section.
Investments in the Revenue Fund, the Interest Fund, the Principal Fund and the Redemption Fund may be commingled for purposes of m aking, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in particular Funds amounts received or held by the Trustee; provided, that the Trustee shall at all times account for such investments strictly in accordance with the Fu nds to which they are credited and otherwise as provided herein.
All earnings on the investment of the money on deposit in any Fund shall remain a part of such Fund.
ARTICLE VII
COVENANTS OF THE AUTHORITY AND THE COMMUNITY FACILITIES DISTRICT SECTION 7.01. Payment of Authority Bonds; No Encumbrances. The A uthority shall cause the Trustee to promptly pay, from Reven ues and other funds derived from the Trust
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Estate pledged hereunder, the interest on and princ ipal of and redemption premium, if any, on every Authority Bond issued under and secured hereby at the place, on the dates and in the manner specified herein and in such Authority Bonds accord ing to the true intent and meaning thereof.
The Authority shall not issue any bonds, notes or o ther evidences of indebtedness or incur any obligations payable from or secured by the Trust Estate, other than the Authority Bonds.
SECTION 7.02. Enforcement and Amendment of Local Obligations. The Authority, the Community Facilities District and the Trustee ( subject to Article IX hereof) shall enforce all of their rights with respect to the Local Obligatio ns to the fullest extent necessary to preserve the rights and protect the security of the Owners hereunder.
The Authority, the Community Facilities District and the Trustee may, without the consent of or notice to the Owners of the Authority Bonds, consent to any amendment, change or modification of any Local Obligation that may be required (a) to conform to the provisions hereof (including any modifications or changes contained in any Supplemental Trust Agreement), (b) for the purpose of curing any ambiguity or inconsistenc y or formal defect or omission, (c) to add additional rights acquired in accordance with the p rovisions of such Local Obligation, (d) in connection with any other change therein that is not to the material prejudice of the Owners of the Authority Bonds, or (e) in the Opinion of Bond Coun sel, to preserve or assure the exemption of interest on the Local Obligations or Authority Bonds from federal income taxes or the exemption of such interest from State personal income taxes.
Except for the amendments, changes or modifications provided for in the preceding paragraph, neither the Authority, the Community Fac ilities District nor the Trustee shall consent to any amendment, change or modification of any Loc al Obligation without the written approval or consent of the Owners of not less than a majorit y in aggregate principal amount of Authority Bonds at the time Outstanding given and procured as provided in this Section. If at any time the Authority and the Community Facilities District, as the case may be, shall request the consent of the Trustee to any such proposed amendment, change or modification of a Local Obligation, the Trustee shall, upon being satisfactorily indemnifie d with respect to expenses, cause notice, prepared by the Authority, of such proposed amendme nt, change or modification to be mailed in the same manner as provided by Section 13.03. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file with the Trustee for inspection by all Owners.
SECTION 7.03. Further Documents. The Authority covenants that it will from time to time execute and deliver such further instrument s and take such further action as may be reasonable and as may be required to carry out the purpose hereof; provided, that no such instruments or actions shall pledge the faith and c redit or the taxing power of the State or any political subdivision of the State.
SECTION 7.04. Tax Covenants for the Authority Bonds.
(a) The Authority and the Community Facilities District will not take any action, or fail to take any action, if any such action or fail ure to take action would adversely affect the exclusion from gross income of interest on the Auth ority Bonds under Section 103 of the Code.
The Authority and the Community Facilities District will not directly or indirectly use or permit the use of any proceeds of the Authority Bonds or any other funds of the Authority or take or omit
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to take any action that would cause the Authority B onds to be “private activity bonds” within the meaning of Section 141(a) of the Code or obligations which are “federally guaranteed” within the meaning of Section 149(b) of the Code. The Authori ty will not allow ten percent (10%) or more of the proceeds of the Authority Bonds to be used in the trade or business of any nongovernmental units and will not lend five percent (5%) or more o f the proceeds of the Authority Bonds to any nongovernmental units.
(b) The Authority and the Community Facilities District will not directly or indirectly use or permit the use of any proceeds of the Author ity Bonds or any other funds of the Authority or take or omit to take any action that would cause the Authority Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. To that end, the Authority and the Community Facilities District will comply with all requiremen ts of Section 148 of the Code to the extent applicable to the Authority Bonds. In the event that at any time the Authority is of the opinion that for purposes of this Section it is necessary to restrict or to limit the yield on the investment of any money held by the Trustee hereunder, the Authority will so instruct the Trustee in writing, and the Trustee will take such actions as directed by such instructions. (c) The Authority will pay or cause to be paid the Reba te Requirement as provided in the Tax Certificate. This covenant shall survive p ayment in full or defeasance of the Authority Bonds. The Authority will cause the Rebate Require ment to be deposited in the Rebate Fund as provided in the Tax Certificate (which is incorporated herein by reference). (d) The Trustee will conclusively be deemed to have com plied with the provisions of this Section and the provisions of the Tax Certific ate and shall incur no liability if it follows the directions of the Authority set forth in the Tax Certificate and the Rebate Instructions and shall not be required to take any actions hereunder in the absence of Rebate Instructions from the Authority. (e) Notwithstanding any provision of this Section, if the Authority shall provide to the Trustee an Opinion of Bond Counsel that any specifi ed action required under this Section is no longer required or that some further or different a ction is required to maintain the exclusion from gross income for federal income tax purposes of int erest with respect to the Authority Bonds, the Trustee and the Authority and the Community Facilit ies District may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants hereunder shall be deemed to be modified to that extent.
(f) The provisions of this Section shall survive the defeasance of the Authority Bonds.
SECTION 7.05. Maintenance of Existence. The Authority shall main tain the existence, powers and authority of the Authority as a joint exercise of powers authority under the laws of the State.
SECTION 7.06. Continuing Disclosure. The Community Facilities Di strict has undertaken all responsibility for compliance with c ontinuing disclosure requirements, and the Authority shall have no liability to the Owners of the Authority Bonds or any other person with respect to S.E.C. Rule 15c2-12. Notwithstanding an y other provision hereof, failure of the Community Facilities District to comply with any co ntinuing disclosure obligation shall not be considered an Event of Default; provided, that any Owners of the Authority Bonds or beneficial
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owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Community Facilities District to comply with its continuing disclosure obligations.
SECTION 7.07. Redemption Fund for the Local Obligations. (a) The Community Facilities District expressly acknowl edges that, pursuant to the Local Obligations Indenture, the Community Faciliti es District is to establish and maintain a separate redemption fund for the Local Obligations (the “Local Obligations Redemption Fund”) and, so long as the Local Obligations remain outsta nding, to deposit into such Local Obligations Redemption Fund, upon receipt, any and all Special Tax Revenues received by the Community Facilities District in connection with the Local Ob ligations. The Community Facilities District further acknowledges that no temporary loan or other use whatsoever may be made of Special Tax Revenues, and that the Local Obligations Redemption Fund constitutes a trust fund for the benefit of the owners of the Local Obligations.
(b) The Community Facilities District hereby covenants for the benefit of the Authority, as owner of the Local Obligations, the Trustee, as assignee of the Authority with respect to the Revenues, and the Owners from time to time o f the Authority Bonds, that it will establish, maintain and administer the Local Obligations Redemption Fund and the Special Tax Revenues in accordance with their status as trust funds as prescribed by the Act, the Local Obligations Indenture and this Trust Agreement.
(c) The Community Facilities District further covenants that, no later than one (1) Business Day prior to each Interest Payment Date an d Principal Payment Date of the Authority Bonds, the Community Facilities District will advance to the Trustee against payment on the Local Obligations, as assignee of the Authority with respect to the Local Obligations, the interest due on the Local Obligations on such Interest Payment Date and the principal of all Local Obligations maturing on such Principal Payment Date, respective ly, and upon receipt by the Trustee, such amounts shall constitute Revenues. For so long as Authority Bonds remain Outstanding, the Trustee shall provide written notice to the Authori ty no later than fifteen (15) days prior to each Interest Payment Date specifying the amount require d to be paid to the Trustee pursuant to this subsection in the month subsequent thereto.
SECTION 7.08. Concerning the Trust Estate. The Authority hereby represents and warrants as follows:
(a) This Trust Agreement creates a valid and binding pledge of and security interest in the Trust Estate in favor of the Trustee in order t o secure the payment of the interest on and principal of and redemption premiums, if any, on al l Authority Bonds Outstanding hereunder, enforceable by the Trustee in accordance with the terms hereof.
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(b) Under the laws of the State of California, (1) such pledge of and security interest in the Trust Estate and (2) each pledge, assignment, lien, or other security interest made to secure any prior obligations of the Authority which, by the te rms hereof, ranks on parity with or prior to the pledge of and security interest granted hereby, are and shall be prior to any judicial lien hereafter imposed on such collateral to enforce a judgment against the Authority on a simple contract. (c) The Authority has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sale of the T rust Estate that ranks on parity with or prior to the pledge and security interest granted hereby, except for the pledge and security interest granted to secure the Authority Bonds. The Authority shall not hereafter make or suffer to exist any pledge or assignment of, lien on, or security interest in such collateral that ranks prior to or on parity with the pledge and security interest granted hereby, or file any financing statement describing any such pledge, assignment, lien or security interest, except as expressly permitted hereby.
ARTICLE VIII
DEFAULTS AND REMEDIES
SECTION 8.01. Events of Default. The following shall constitute “Events of Default” hereunder:
(a) if payment of interest on the Authority Bonds shall not be made when due; or (b) if payment of any Principal Installment or Minimum Sinking Fund Payment shall not be made when due and payable, whether at maturi ty, by proceedings for redemption, or otherwise; or
(c) if the Authority or the Community Facilities District shall fail to observe or perform in any material way any other agreement, condition, covenant or term contained herein on its part to be observed or performed, and such failure shall continue for thirty (30) days after written notice specifying such failure and requiring the same to b e remedied shall have been given to the Authority or the Community Facilities District, as the case may be, by the Trustee or by the Owners of not less than fifty percent (50%) in aggregate p rincipal amount of the Authority Bonds, provided, that if such default be such that it cann ot be corrected within the applicable period, it shall not constitute an Event of Default if correct ive action is instituted by the Authority or the Community Facilities District within the applicable period and diligently pursued until the default is corrected; or
(d) if there is an event of default under the Local Obligations Indenture.
SECTION 8.02. Proceedings by Trustee; No Acceleration. Upon the happening and continuance of any Event of Default the Trustee may , or at the written request of the Owners of not less than fifty percent (50%) in aggregate prin cipal amount of Authority Bonds Outstanding, shall (but only if indemnified to its satisfaction from any liability, expense or cost), do the following:
(a) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners, including the right to receive and collect the Revenues;
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(b) bring suit upon or otherwise enforce any defaulting Local Obligation; (c) by action or suit in equity enjoin any acts or thin gs which may be unlawful or in violation of the rights of the Owners;
(d) as a matter of right, have a receiver or receivers appointed for the Trust Estate and of the earnings, income, issues, products, profits and revenues thereof pending such proceedings, with such powers as the court making such appointment shall confer; and (e) take such action with respect to any and all Local Obligations or Investment Securities as shall be necessary and appropriate, s ubject to Section 8.04 and to the terms of such Local Obligations or Investment Securities.
The Trustee shall have no right to declare the principal of all of the Authority Bonds then Outstanding, or the interest accrued thereon, to be due and payable immediately.
SECTION 8.03. Effect of Discontinuance or Abandonment. In case any proceeding taken by the Trustee on account of any Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Trustee and the Owners shall be restored to the ir former positions and rights hereunder, respectively, and all rights, remedies and powers o f the Trustee shall continue as though no such proceeding had been taken.
SECTION 8.04. Rights of Owners. Anything herein to the contrary notwithstanding, but subject to the limitations and restrictions as to the rights of the Owner contained in Sections
8.01, 8.02, and 8.05, upon the happening and continuance of any Event of Default, the Owners of not less than fifty percent (50%) in aggregate prin cipal amount of the Authority Bonds then Outstanding shall have the right, upon providing th e Trustee security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, by an instrument in writing executed and delivered to the Trustee, have the right to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder.
The Trustee may refuse to follow any direction that conflicts with law or herewith or that the Trustee determines would subject the Tr ustee to personal liability without adequate indemnification therefor.
SECTION 8.05. Restriction on Owner’s Action. In addition to the other restrictions on the rights of Owners to request action upon the occurrence of an Event of Default and to enforce remedies set forth in this Article, no Owner shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of any trust hereunder, or any other remedy hereunder or in the Authority Bonds, unless such Owner previously shall have given to the Trustee written notice of an Event of Default as hereinabov e provided and unless the Owners of not less than fifty percent (50%) in aggregate principal amo unt of the Authority Bonds then Outstanding shall have made written request of the Trustee to institute any such suit, action, proceeding or other remedy, after the right to exercise such powers or rights of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted herein, or to institute such act ion, suit or proceeding in its or their name; nor unless there also shall have been offered to the Tr ustee security and indemnity reasonably
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satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall not have complied with such reque st within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case to be conditions precedent to the execution of the trusts hereof or for any other remedy hereunder, it being understood and intended that no one or more Owners of Authority Bonds secured hereby shall have any right in any manner whatever by his, her or their action to affect, disturb or prejudice the security hereof, or to enforce any rights hereunder or under the Authority Bonds, except in the manner provided herein, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided herein, and for the equal benefit of all Owners of Outstanding Authority Bonds; subject, however, to the provision s of this Section. Notwithstanding the foregoing provisions of this Section or any other provision hereof, the obligation of the Authority shall be absolute and unconditional to pay, but sol ely from the Trust Estate, the interest on and principal of and redemption premiums, if any, on th e Authority Bonds to the respective Owners thereof at the respective due dates thereof, and no thing herein shall affect or impair the right of action, which is absolute and unconditional, of such Owners to enforce such payment.
SECTION 8.06. Power of Trustee to Enforce. All rights of action hereunder or under any of the Authority Bonds secured hereby which are enforceable by the Trustee may be enforced by it without the possession of any of the Authority Bonds, or the production thereof at the trial or other proceedings relative thereto, and any such su it, action or proceedings instituted by the Trustee shall be brought in its own name, as Trustee, for the equal and ratable benefit of the Owners subject to the provisions hereof.
SECTION 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intende d to be exclusive of any other remedy or remedies, and each and every such remedy shall be c umulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.
SECTION 8.08. Waiver of Events of Default; Effect of Waiver. Upo n the written request of the Owners of at least a majority in agg regate principal amount of all Outstanding Authority Bonds, the Trustee shall waive any Event of Default hereunder and its consequences. If any Event of Default shall have been waived as here in provided, the Trustee shall promptly give written notice of such waiver to the Authority and the Community Facilities District and shall give notice thereof by first class mail, postage prepaid , to all Owners of Outstanding Authority Bonds if such Owners had not previously been given notice of such Event of Default; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default, or impair any right or remedy consequent thereon.
No delay or omission of the Trustee or of any Owner to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default, or an acquiescence therein; and every power and remedy given by this Article to the Trustee and to the Own ers may be exercised from time to time and as often as may be deemed expedient.
SECTION 8.09. Application of Money upon Event of Default. Any money received by the Trustee pursuant to this Article shall, after payment of all fees and expenses of the Trustee, and the fees and expenses of its counsel incurred in representing the Owners, be applied as follows:
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(a) unless the principal of all of the Outstanding Auth ority Bonds shall be due and payable,
FIRST - To the payment of the Owners entitled there to of all installments of interest then due on the Authority Bonds, in the order of the maturity of the installments of such interest, and if the amount av ailable shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons ent itled thereto, without any discrimination or privilege;
SECOND - To the payment of the Owners entitled ther eto of the unpaid principal of and redemption premiums, if any, on any of the Authority Bonds which shall have become due (other than Authority Bonds m atured or called for redemption for the payment of which money is held p ursuant to the provisions hereof) in the order of their due dates, and if the amount available shall not be sufficient to pay in full the principal of and rede mption premiums, if any, on such Authority Bonds due on any particular date, then to the payment ratably, according to the amount due on such date, to the Owners entit led thereto without any discrimination or privilege; and
THIRD - To be held for the payment to the Owners en titled thereto as the same shall become due of the interest on and princi pal of and redemption premiums, if any, on the Authority Bonds which may thereafter become due, either at maturity or upon call for redemption prior to maturity, and if the amount available shall not be sufficient to pay in full such interes t and principal and redemption premiums, if any, due on any particular date, payment shall be made in accordance with the FIRST and SECOND paragraphs hereof.
(b) if the principal of all of the Outstanding Authority Bonds shall be due and payable, to the payment of the interest on and principal of and redemption premiums, if any, due on all Outstanding Authority Bonds without preference or p riority of or of any interest on any Outstanding Authority Bond over any other Outstandi ng Authority Bond, any principal of or the redemption premium, if any, on any Outstanding Auth ority Bond or of any other Outstanding Authority Bond, ratably, according to the amounts d ue respectively for interest and principal and redemption premiums, if any, to the Owners entitled thereto without any discrimination or preference except as to any difference in the respe ctive amounts of interest specified in the Outstanding Authority Bonds.
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ARTICLE IX
THE TRUSTEE
SECTION 9.01. Appointment and Acceptance of Duties. The Trustee hereby accepts and agrees to the trusts hereby created to all of w hich the Authority agrees and the respective Owners of the Authority Bonds, by purchase and acceptance thereof, agree.
SECTION 9.02. Duties, Immunities and Liability of Trustee. The Trustee shall, prior to an Event of Default, and after the curing or wai ver of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth herein, and no implied duties or obligations shall be read herein against the Trustee. The Trustee shall, during the existence of any Event of Default (which has no t been cured or waived), exercise such of the rights and powers vested in it hereby and use the same degree of care and skill in their exercise as a prudent person would exercise under the circumstances in the conduct of his or her own affairs.
In the absence of an Event of Default, the Authority may remove the Trustee. The Authority shall remove the Trustee if (A) it receiv es an instrument or concurrent instruments in writing signed by the Owners of not less than a maj ority in aggregate principal amount of the Authority Bonds then Outstanding (or their attorneys duly authorized in writing) or (B) at any time the Trustee shall cease to be eligible in accordanc e with this Section, or (C) the Trustee shall become incapable of acting, or (D) the Trustee shal l commence a case under any bankruptcy, insolvency or similar law, or (E) a receiver of the Trustee or of its property shall be appointed, or (F) any public officer shall take control or charge of the Trustee or its property or affairs for the purpose of rehabilitation, conservation or liquidat ion. To effect any such removal, the Authority shall give written notice thereof to the Trustee, and thereupon the Authority (with the concurrence of the Community Facilities District) shall promptly appoint a successor Trustee by an instrument in writing.
The Trustee may, subject to the next following paragraph of this Section, resign by giving written notice of such resignation by mail, first class postage prepaid, to the Authority, the Community Facilities District and the Owners at the respective addresses listed in the Bond Register. Upon receiving such notice of resignatio n, the Authority (with the concurrence of the Community Facilities District) shall promptly appoi nt, by an instrument in writing, a successor Trustee.
Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of the successor Trustee by the Authority and the Community Facilities District and acceptance of app ointment by the successor Trustee. If no successor Trustee shall have been appointed and sha ll have accepted appointment within thirty (30) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of himself and all other Ow ners) may petition, at the expense of the Community Facilities District, any court of compete nt jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trus tee appointed under this Trust Agreement shall signify its acceptance of such appointment by executing and delivering to the Authority and the Community Facilities District and to its predecessor Trustee a written acceptance thereof, and
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thereupon such successor Trustee, without any furth er act, deed or conveyance, shall become vested with all the money, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if it were originally named Trustee herein; but, nevertheless, at the written request of the Authori ty or the Community Facilities District or the successor Trustee, such predecessor Trustee shall e xecute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to su ch successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it hereunder and shall pay over, transfer, assign and deliver to the successor Trust ee any money or other property subject to the trusts and conditions herein set forth. Upon reque st of the successor Trustee, the Authority and the Community Facilities District shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly ve sting in and confirming to such successor Trustee all such money, estates, properties, rights , powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, such successor Trustee shall mail a notice of the succession of su ch successor Trustee to the trusts hereunder by first class mail, postage prepaid, to the Owners at their respective addresses listed in the Bond Register.
Any successor Trustee appointed under the provision s of this Section shall be a trust company or bank having the powers of a trust company, having a designated corporate trust office in California, and with a combined capital and surplus of at least one hundred million dollars ($100,000,000) and being subject to supervision or examination by federal or state authority; and if such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shal l cease to be eligible in accordance with the provisions of this subsection, the Trustee shall re sign promptly in the manner and with the effect specified in this Section.
No provision herein shall require the Trustee to ri sk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder unless the Owners shall have offered to the Trustee indemnity it deems reasonable, against the costs, expenses and liabilities that may be incurred. The Trustee shall be entitled to interest on all money advanced by it hereunder at its prime rate then in effect plus two percent (2%), but not to exceed the maximum interest rate permitted by the laws of the State.
In accepting the trust hereby created, the Trustee is acting solely as Trustee for the Owners and not in its individual capacity, and unde r no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Authority Bonds.
The Trustee makes no representation or warranty, ex press or implied, as to the compliance with legal requirements of the use conte mplated by the Authority or the Community Facilities District of the funds hereunder includin g, without limitation, the purchase of the Local Obligations hereunder; provided, that the Trustee s hall not acquire Local Obligations other than pursuant to the provisions of Sections 5.03 and 5.04.
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In no event shall the Trustee be responsible or lia ble for special, indirect, punitive or consequential loss or damage of any kind whatsoe ver (including, but not limited to, loss of profit) irrespective of whether the Trustee has bee n advised of the likelihood of such loss or damage and regardless of the form of action.
The Trustee shall not be responsible for the validity or effectiveness or value of any collateral or security securing any Local Obligatio n. The Trustee shall not be responsible for the recording or filing of any document relating hereto or any Local Obligation or of financing statements (or amendments or continuation statements in connection therewith) or mortgage or of any supplemental instruments or documents of furthe r assurance as may be required by law in order to perfect the security interests or lien on or in any collateral or security securing any Local Obligation. The Trustee shall not be deemed to hav e made representations as to the security afforded thereby or as to the validity or sufficiency of any such document, collateral or security.
The Trustee shall not be deemed to have knowledge o f any Event of Default hereunder unless and until a Responsible Officer of the Trustee shall have actual knowledge thereof at its Corporate Trust Office.
The Trustee shall not be accountable for the use or application by the Authority or the Community Facilities District or any other part y of any funds which the Trustee has released hereunder.
The Trustee shall provide a monthly accounting of a ll funds held pursuant hereto to the Authority within fifteen (15) Business Days after the end of such month and shall provide statements of account for each annual period beginn ing July 1 and ending June 30, within ninety (90) days after the end of such period. Such accounting shall show in reasonable detail all financial transactions during the accounting period and the balance in any accounts and funds (including the Local Obligations Fund) created hereunder as of the beginning and the close of such accounting period.
The Trustee shall furnish the Authority periodic cash transaction statements which include detail for all investment transactions effe cted by the Trustee or brokers selected by the Authority. Upon the Authority’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper state ments will be provided only upon request. The Authority waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The Authority further understands that trade confirmations for securities transactions eff ected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.
SECTION 9.03. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it sha ll be a party or any company to which the Trustee may sell or transfer all or substantially a ll of its corporate trust business shall succeed to the rights and obligations of the Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding; provided, that such company shall be eligible under Section 9.02.
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SECTION 9.04. Compensation and Indemnification. The Authority sh all pay or cause the Community Facilities District to pay the Trustee such compensation, as shall be agreed in writing, for its services rendered hereunder and reimburse the Trustee for reasonable expenses, disbursements and advances, including attorneys’ fe es and expenses, incurred by the Trustee in the performance of its obligations hereunder and with respect to the Local Obligations.
The Authority agrees, to the extent permitted by law, to indemnify the Trustee and its officers, directors, employees, attorneys and a gents for, and to hold it harmless against, any loss, liability, claim or expense incurred without negligence or willful misconduct on its part arising out of or in connection with (i) the accept ance or administration of the trusts imposed hereby, including performance of its duties hereund er, including the costs and expenses of defending itself against any claims (whether assert ed by the City or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder (including this Section 9.04), (ii) the projects to be financed with the purchase of the Local Obligations; (iii) the sale of any Authority Bonds or the purchase of the Local Obligations and the carrying out of any of the transactions contemplated by the Authority Bonds or the Local Obligations; or (iv) any untrue statement of any material fact or omission t o state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading in any official statement or other disclosure document uti lized by the Authority or the Community Facilities District in connection with the sale of the Authority Bonds or the Local Obligations. The Authority’s obligations hereunder with respect to i ndemnity of the Trustee and the provision for its compensation set forth in this Article shall su rvive and remain valid and binding notwithstanding the maturity and payment of the Aut hority Bonds, or the resignation or removal of the Trustee.
The Trustee shall have no responsibility for or liability in connection with assuring that all of the procedures or conditions to closing set forth in the contract of purchase for the sale of the Authority Bonds, that all documents required to be delivered on the closing date to the parties are actually delivered, except its own resp onsibility to receive or deliver the proceeds of the sale, deliver the Authority Bonds and other certificates expressly required to be delivered by it and its counsel.
The Trustee shall not be responsible for determinin g or investigating whether any Local Obligation purchased pursuant to Section 5.03 is a Local Obligation, as defined herein, and the Trustee may conclusively rely on the Authority’ s determination and direction in this regard; provided, that the Trustee shall not acquire the Lo cal Obligations other than pursuant to the provisions of Section 5.03. The Trustee shall be e ntitled to rely conclusively on the covenants, representations and warranties of each obligor on any Local Obligation and in the documents and certificates delivered in connection therewith and each Written Order.
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SECTION 9.05. Liability of Trustee. The recitals of facts herein and in the Authority Bonds contained shall be taken as statements of the Authority or the Community Facilities District, and the Trustee does not assume any responsibility for the correctness of the same, and does not make any representations as to the validity or suff iciency hereof or of the Authority Bonds, and shall not incur any responsibility in respect there of, other than in connection with the duties or obligations herein or in the Authority Bonds assign ed to or imposed upon it; provided, that the Trustee shall be responsible for its representations contained in its certificate of authentication on the Authority Bonds. The Trustee shall not be liab le in connection with the performance of its duties hereunder except for its own negligence or willful misconduct. The Trustee (in its individual or any other capacity) may become the Owner of Auth ority Bonds with the same rights it would have if it were not Trustee hereunder, and, to the extent permitted by law, may act as depositary for and permit any of its officers, directors and e mployees to act as a member of, or in any other capacity with respect to, any committee formed to p rotect the rights of Owners, whether or not such committee shall represent the Owners of a majo rity in principal amount of the Authority Bonds then Outstanding. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of a majority in principal amount of the Outstanding Authority Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee hereunder. Whether or not therein expressly so provided, every provision hereof or related documents relating to t he conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article.
SECTION 9.06. Right to Rely on Documents; Adverse Effect Determin ations. The Trustee may conclusively rely on and shall be prote cted in acting or refraining from acting upon any notice, resolution, requisition, request, conse nt, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel of its selection, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.
Whenever in the administration of the trusts impose d upon it hereby the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such ma tter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by an Officer’s Certificate, and such Officer’s Certifica te shall be full warrant to the Trustee for any action taken or suffered or omitted in good faith under the provisions hereof in reliance upon such Officer’s Certificate, but the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.
The Trustee shall be entitled to advice of counsel of its selection and other professionals or agents concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable or liable for the acts or omissions of any agent, attorney-at-law, certified public accountant, or other professional if such agent, attorney-at-law, certified public accountant or other professional was selected by the Trustee with due care.
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SECTION 9.07. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions hereof shall be retained in its possession in accordance with its record retention policies and shall be subject at all reasonable times upon prior written notice to the inspection of the Authority, the Owners of not less than a majority of the aggregate principal amount of the Outstanding Authority Bonds, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions.
SECTION 9.08. Indemnity for Trustee. Before taking any action or exercising any rights or powers hereunder, the Trustee may require that satisfactory indemnity be furnished to it for the reimbursement of any and all costs, claims and expenses which it may incur and to indemnify it against any and all liability, except liability which may result from its negligence or willful misconduct, by reason of any action so taken.
ARTICLE X
EXECUTION OF INSTRUMENTS BY OWNERS AND
PROOF OF OWNERSHIP OF AUTHORITY BONDS
SECTION 10.01. Execution of Instruments; Proof of Ownership. Any request, direction, consent or other instrument in writing r equired or permitted hereby to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor by different parties and may be signed or executed by such Owner s in person or by agent appointed by an instrument in writing. Proof of the execution of a ny such instrument and of the ownership of Authority Bonds shall be sufficient for any purpose hereof and shall be conclusive in favor of the Trustee with regard to any action taken, suffered o r omitted by either of them under such instrument if made in the following manner:
(a) The fact and date of the execution by any Person of any such instrument may be proved by the certificate of any officer in any jur isdiction who, by the laws thereof, has power to take acknowledgments within such jurisdiction, to t he effect that the Person signing such instrument acknowledged before him or her the execu tion thereof, or by an affidavit of a witness to such execution.
(b) The fact of the ownership of Authority Bonds hereun der by any Owner and the serial numbers of such Authority Bonds and the date of his ownership of the same shall be proved by the Bond Register.
Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters in this Article stated which shall be sufficient. Any request or c onsent of the Owner shall bind every future Owner of such Authority Bond and any Authority Bond or Authority Bonds issued in exchange or substitution therefor or upon the registration of transfer thereof in respect of anything done by the Trustee in pursuance of such request or consent.