Agenda packet — Lincoln City Council, April 14, 2026 (part 3 of 3)

3. The Community Facilities District Resolution s, the Community Facilities District Documents and the Formation Documents, togethe r with a certificate dated as of the Closing Date of the City Clerk to the effect that the Community Facilities District Resolutions are true, correct and complete copies of the ones duly adopted by the City Council;

4. The Continuing Disclosure Certificate e xecuted and delivered by an authorized officer the Community Facilities District;

5. An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the Community Facilities District, of Bond Counsel, to the effect that the Bonds are t he valid, legal and binding obligations of the Community Facilities District and that the interest thereon is excluded from gross income for federal income tax purposes and exempt from personal income taxes of the State of California, in substantially the form included as Appendix B to the Official Statement, together with a letter of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion addressed to the Community Facilities District may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it;

6. A supplemental opinion or opinions, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that:
(i) this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the Community Facilities District and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, constitutes the legal, valid and binding obligations of the Community Facilities District and are enforceable in accordance with their terms, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on legal remedies against public agencies in the State;
(ii) the Bonds are not subject to the registration requiremen ts of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended;
(iii) the information contained in the Official Statement on the cover and under the captions “THE BONDS” (other than the caption “Debt Service Schedule”), “SECURITY F OR THE BONDS,” “ CONCLUDING INFORMATION – Tax Matters ” and in Appendices A and B to the Official Statement, are accurate insofar as such statements purport to summarize certain provisions of the Bonds, the I ndenture and Bond Counsel’s final approving opinion.

7. The letter of Disclosure Counsel, dated the Closing Date and addressed to the Community Facilities District and to the Underwriter, to the effect that, without having undertaken to determine independentl y the accuracy or completeness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the Community Facilities District, the Special Tax Consultant and others, and their 310
15 examination of certain documents, nothing has come to their attention which has led them to believe that the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date contained or contains any untrue statem ent of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial statements or other financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections, assumptions, or expressions of opinion, any information about valuation, appraisals, absorption, archeological or env ironmental matters, or any information with respect to the City, or any information about the Insurer, the Insurance Policy, the Reserve Policy, DTC or the book-entry-only system);

8. An opinion or opinions of Bond Counsel, addressed to the Community Facilities District, the Escrow Bank, and the Underwriter, dated the date of Closing, as to the effective defeasance of the Refunded Bonds in form and substance acceptable to the Underwriter;

9. A certificate dated the Closing Date and signed by an authorized representative of the Community Facilities District or an authorized designee, on behalf of the Community Facilities District to the effect that: (i) the representations and warranties made by the Community Facilities District contained herein are true and correc t in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best knowledge of such officer, no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the Community Facilities District has complied with all the agreements and satisfied all the conditions on its part to be satisfied under this Purchase Agreement, the Community Facilities District Resolutions, and the Community Facilities District Documents at or prior to the Closing Date;

10. An opinion of the City Attorney dated the date of Closing and addressed to the Underwriter and the City, to the effect that:
(i) The City is a municipal corporation and general law city, duly organized and existing under the Constitution and laws of the State of California; (ii) The Community Facilities District Resolutions have been duly adopted at meetings of the City Council, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Community Facilities District Resolutions are in full force and effect and have not been modified, amended, rescinded or repealed since the respective dates of their adoption; (iii) The Community Facilities District Documents and the Official Statement have been d uly authorized, executed and delivered by the City and the Community Facilities District Documents constitute the legal, valid and binding obligations of the Community Facilities District enforceable against the Community Facilities District in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, to the application of equitable principles where equitable remedies are sought and to the exercise of judicial discretion in appropriate cases; 311
16 (iv) Except as may be stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending (notice of which has been served on the City or the Community Facilities District) or, to such cou nsel’s knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City, or the titles of its members and officers to their respective offices; or (b) affect the validity of the Community Facilities District Documents or restrain or enjoin the repayment of the Bonds or in any way contest or affect the validity of the Community Facilities District Documents or contest the authority of the City to enter into or perform its obligations under any of the Community Facilities District Documents, questions the right of the Community Facilities District to use Special Taxes levied within the Community Facilities District for the repayment of the Bonds or affects in any manner the r ight or ability of the Community Facilities District to collect the Special Taxes or pledge the Net Taxes levied within the Community Facilities District for the repayment of the Bonds;

11. A certificate dated the Closing Date from NBS to the effect that:
(i) that the Special Taxes, if levied in accordance with the Rate and Method and collected will annually yield sufficient revenue to make timely payments of the Annual Debt Service on the Bonds, and annual Administrative Expenses related to the levy and collec tion of the Special Taxes and the expenses of the Trustee for the Bonds (no representation is made as to the actual amounts that will be collected in future years) ; (ii) t hat the Special Tax, if collected in the maximum amounts permitted pursuant to the Ra te and Method on the Closing Date, after payment of annual Administrative Expenses related to the levy and collection of the Special Taxes and the expenses of the Trustee for the Bonds, would annually generate at least 110% of the Annual Debt Service payable with respect to the Bonds payable from such Special Taxes assuming the debt service schedule shown in the Official Statement is true and correct ; and (ii i) the statements in the Official Statement provided by NBS concerning Special Taxes in the Community Facilities District and all information supplied by it for use in the Official Statement were as of the date of the Official Statement and are as of the Closing Date true and correct, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

12. Certified copies of the general resolution of the Trustee authorizing the execution and delivery of c ertain documents by certain officers of the Trustee, which resolution authorizes the execution of the Indenture and the authentication of the Bonds;

13. A certificate of the Trustee, dated the Closing Date, to the effect that:
(i) the Trustee is authorized to carry out corporate trust powers, and have full power and authority to perform its duties under the Indenture; (ii) the Trustee is duly authorized to execute and deliver the Indenture, to accept the obligations created by the Indenture and to authenticate the Bonds pursuant to the terms of the Indenture; (iii) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the authentic ation of the Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Indenture; a nd (iv) to the best of its knowledge, compliance with the terms of the Indenture will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties; 312
17 14. An opinion of co unsel to the Trustee dated the Closing Date, addressed to the Underwriter, and the Community Facilities District to the effect that the Trustee is a national banking association duly organized and validly existing under the laws of the United States having full power and being qualified to enter into, accept and agree to the provisions of the Indenture, and that such documents has been duly authorized, executed and delivered by the Trustee, and, assuming due execution and delivery by the other parties there to, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought;

15. A certificate or certificates of the Escrow Bank, dated the Closing Date, in form and substance acceptable to the Underwriter and Bond Counsel;

16. A certificate of the Community Facilities District dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;

17. An opinion of Kutak Rock LLP, counsel to the Underwriter (“Underwriter’s Counsel”), dated the date of Closing and addressed to the Underwriter in form and substance acceptable to the Underwriter;

18. Evidence satisfactory to the Underwriter that the Bon ds have been rated the ratings set forth in the Official Statement and evidence that such ratings have not been revoked or downgraded;

19. Copy of the Insurance Policy issued by the Insurer;

20. Copy of the Reserve Policy issued by the Insurer;

21. A certificate of the Insurer in form and substance satisfactory to Bond Counsel and the Underwriter, including a certificate of the appropriate agent of the Insurer evidencing Insurer’s determination that the information contained in the Official Statement regarding the Insurer, the Reserve Policy and the Insurance Policy is accurate;

22. An opinion of counsel to the Insurer, dated as of the date of Closing, addressed to the Underwriter and the City in form and substance acceptable to Bond Counsel and the Underwriter, substantially to the effect that: (a) the Insurer has been duly incorporated and is validly existing and in good standing under the laws of the State of its incorporation; (b) the Insurance Policy constitutes the legal, valid and binding obligation of the Insurer en forceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, rehabilitation and other similar laws of general applicability relating to or affecting creditors’ and/or claimants’ rights against insurance com panies and to general equity principles; and (c) the information contained in the Official Statement under the caption “BOND INSURANCE” does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

23. The report of Causey Public Finance LLC , as verification agent for the Refunded Bonds; and
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18 24. Such additional legal opinions, certificates , instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and warranties of the Community Facilities District contained herein, and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Community Facilities District at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the Community Facilities District in connection with the transactions contemplated hereby and by the Indenture and the Official Statement.

If the Community Facilities District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purc hase Agreement, this Purchase Agreement shall terminate and neither the Community Facilities District nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and the Community Facilities District set forth in Section 5 hereof shall continue in full force and effect.

5. Expenses. Whether or not the transactions contemplated by this Purchase Agreement are consummated, the Underwriter shall be under no obligation to pay, and the Community Fac ilities District shall pay only from the proceeds of the Bonds, or any other legally available funds of the City, or the Community Facilities District, but only as the Community Facilities District and such other party providing such services may agree, al l expenses and costs of the Community Facilities District incident to the performance of its obligations in connection with the authorization, execution, sale and delivery of the Bonds to the Underwriter, including, without limitation, printing costs, rati ng agency fees and charges, initial fees of the Trustee and Escrow Bank , including fees and disbursements of their counsel, if any, fees and disbursements of Bond Counsel, Disclosure Counsel and other professional advisors employed by the City, costs of pr eparation, printing, signing, transportation, delivery and safekeeping of the Bonds and for expenses (included in the expense component of the spread) incurred by the Underwriter on behalf of the City’s employees which are incidental to implementing this P urchase Agreement, including, but not limited to, meals, transportation, lodging, and entertainment of those employees. The Underwriter shall pay all out -of- pocket expenses of the Underwriter, including, without limitation, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Services Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bon ds, including fees and disbursements of Underwriter’s Counsel. Any m eals in connection with or adjacent to meetings, rating agency presentations, pricing activities or other transaction -related activities shall be considered an expense of the transaction and included in the expense component of the Underwriter’s discount.

6. Notices. Any notice of other communication to be given to the Community Facilities District under this Purchase Agreement may be given by delivering the same in writing to such entity, at the addresses set forth on the cover page hereof ; any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper Sandler & Co., 2321 Rosecrans Avenue, Suite 3200 , El Segundo, California 90245, Attention: Public Finance.
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19 7. Parties In Interest . This Purchase Agreement is made solely for the benefit of the Community Facilities District and Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof.

8. Survival of Representations and Warranties . The representations and warranties of the Community Facilities District under this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Community Facilities District and regardless of delivery of and payment for the Bonds.

9. Execution in Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall b e an original, but all such counterparts shall together constitute but one and the same instrument.

10. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Community Facilities District and shall be valid and enforceable as of the time of such acceptance.

11. No Prior Agreements . This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understanding among the parties hereto in rela tion to the sale of the Bonds by the Community Facilities District.

12. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California.

315
S-1

13. Effective Date. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Community Facilities District and shall be valid and enforceable as of the time of such acceptance.

Very truly yours,
PIPER SANDLER & CO.

By:

Its: Authorized Officer
The foregoing is hereby agreed to and accepted as of the date first above written:

CITY OF LINCOLN COMMUNITY
FACILITIES DISTRICT NO. 2005-1
(SORRENTO PROJECT)
By:

Authorized Officer

Time of Execution: _____________ p.m. California time

316

A-1

EXHIBIT A

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2005-1 (SORRENTO PROJECT) SPECIAL TAX REFUNDING BONDS, SERIES 2026

MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-The-
Offering-
Price Rule
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
_________________
(I) Insured Bond.
(C) Priced to optional call at [par] on September 1, 20__. *At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement.

317

B-1

EXHIBIT B
$__________

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2005-1 (SORRENTO PROJECT) SPECIAL TAX REFUNDING BONDS, SERIES 2026

FORM OF ISSUE PRICE CERTIFICATE

The undersigned, on behalf of Piper Sandler & Co. (“Piper Sandler”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).

1. Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Piper Sandler offered the Hold -the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or eq uivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated [BPA Date] , by and between Piper Sandler and the City of Lincoln Community Facilities District No. 2005-1 (Sorrento Project) (the “District”), Piper Sandler has agreed in writing that, (i) for each Maturity of the Hold -the- Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold -the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any M aturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bon ds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Piper Sandler has sold at least 10% of such Hold -the-Offering- Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold - the-Offering-Price Maturity.
318

B-2
(d) Issuer means the City of Lincoln Community Facilities District No. 2005-1 (Sorrento Project).
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, t rust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA Date]. (h) Underwriter means (i) any person that a grees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Piper Sandler’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth LLP in connection with rendering its opinion th at the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

PIPER SANDLER & CO.

By:

Name:

Dated: [Closing Date]
319

B-3

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(To be attached)

320

B-4

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
321
Stradling Yocca Carlson & Rauth
Draft of 2/24/26

4903-2520-3343v3/024161-0014
ESCROW AGREEMENT (2013 BONDS)
THIS ESCROW AGREEMENT (201 3 BONDS), dated as of June 1, 202 6 (this “Agreement”), by and between City of Lincoln Community Facilities District No. 2005 -1 (Sorrento Project) (the “District”) and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”), is entered into in accordance with a resolution of the District adopted on ____, 2026 and a Bond Indenture, dated as of November 1, 2009, as amended and supplemented by a First Supplemental Bond Indenture, dated as of December 1, 2013 , ( collectively, the “ 2013 Bond Indenture”) each by and between the District and U.S. Bank Trust Company, National Association , as successor trustee (the “2013 Trustee”). This Agreement is entered into to refund all of the District’s outstanding Special Tax Bonds Series 2013 (the “2013 Bonds”).

RECITALS
A. Pursuant to the 2013 Bond Indenture , the District has previously issued the 2013 Bonds in the initia l aggregate principal amount of $ 5,165,000, of which $ 1,030,000 is currently outstanding.

B. The 2013 Bonds are payable from Special Taxes (as such term is defined in the 2013 Bond Indenture) levied on properties within the District.

C. The District has determined to issue its City of Lincoln Community Facilities District No. 2005 -1 (Sorrento Project) Special Tax Refunding Bonds, Series 2026 (the “ 2026 Bonds”), a portion of the proceeds of which, together with other moneys as described in Section 1, will be applied to pay on ______, 2026 (the “Redemption Date”) the principal of the 2013 Bonds maturing after the Redemption Date, plus interest with respect thereto accrued through the Redemption Date, without premium.

D. The District will irrevocably deposit moneys with the Escrow Agent, which moneys will be fully sufficient to pay and discharge the 2013 Bonds on the Redemption Date.

AGREEMENT
SECTION 1. Deposit of Moneys . The District will cause U.S. Bank Trust Company, National Association, as trustee for the 2026 Bonds, to transfer a portion of the proceeds of the 2026 Bonds in the amount of $ ______ on the date of issuance of the 2026 Bonds to the Escrow Agent for deposit in the Escrow Fund established hereunder. In addition, on the date of issuance of the 2026 Bonds, the District will cause the 2013 Trustee to transfer to the Escrow Agent for deposit in the Escrow Fund $____ held in the Reserve Account established under the 2013 Bond Indenture.

The Escrow Agent will hold such amounts uninvested as cash in an ir revocable escrow separate and apart from other moneys of the District and the Escrow Agent in a fund hereby created and established to be known as the “ Escrow Fund ” and to be applied solely as provided in this Agreement.

SECTION 2. Payment of 2013 Bonds.
(a) Payment. From the moneys on deposit in the Escrow Fund, the Escrow Agent shall transfer funds to the 2013 Trustee in an amount sufficient to enable the 2013 Trustee to 322

2 4903-2520-3343v3/024161-0014
pay, on the Redemption Date, the principal of the 2013 Bonds maturing on and after the Redemption Date, plus interest with respect thereto accrued through the Redemption Date, without premium, all as indicated on Schedule A.
(b) Irrevocable Instructions to Provide Notice . The notice required to be mailed pursuant to Article IV of the 2013 Bond Indenture is substantially in the form attached hereto as Exhibit A. The 2013 Trustee hereby acknowledges that it previously mailed a rescindable and revocable notice of redemption for the 2013 Bonds in the form required by Section 4. 03 of the 2013 Bond Indenture at least 30 days prior to the Redemption Date to the parties described in and otherwise in accordance with Section 4.03 of the 2013 Bond Indenture (including The Depository Trust Company and the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“ EMMA”), maintained on the Internet at http://emma.msrb.org/). The District hereby irrevocably instructs the 2013 Trustee to mail a notice of defeasance of the 2013 Bonds in the form attached hereto as Exhibit A on the date of issua nce of the 2026 Bonds to the parties described in and otherwise in accordance with Section 10.01 of the 2013 Bond Indenture (including EMMA), as required to provide for the payment and redemption of the 2013 Bonds in accordance with this Section. The 2013 Trustee shall not have any liability to any party in connection with any failure to timely post such notices on EMMA and the sole remedy available shall be an action in mandamus by the holders of the 2013 Bonds for specific performance or similar remedy to compel performance. (c) Unclaimed Moneys . Any moneys in the Escrow Fund which remain unclaimed after the Redemption Date shall be repaid (without liability for interest) by the Escrow Agent to the District.
(d) Priority of Payments . The owners of the 2013 Bonds shall have a first and exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities are used and applied as provided in this Agreement.
(e) Termination of Obligation . As provided in the 2013 Bond Indenture, upon the deposit of moneys with the Escrow Agent in the Escrow Fund as set forth in Section 1, the 2013 Bonds will be legally defeased in accordance with the 2013 Bond Indenture except as set forth therein.

SECTION 3. Application of Certain Terms of the 2013 Bond Indenture . All of the terms of the 2013 Bond Indenture relating to the making of payments of principal of and interest on the 2013 Bonds and relating to the exchange or transfer of the 2013 Bonds are incorporated i n this Agreement as if set forth in full herein. The procedures set forth in Article VII of the 2013 Bond Indenture relating to the resignation and removal of the 2013 Trustee are hereby made applicable to the Escrow Agreement and incorporated in this Agr eement as if set forth in full herein naming the Escrow Agent in place of the 2013 Trustee and shall be the procedures to be followed with respect to any resignation or removal of the Escrow Agent hereunder.

SECTION 4. Performance of Duties. The Escrow Agent agrees to perform only the duties that are set forth herein and shall have no responsibility to take any action or omit to take any action that is not set forth herein.

SECTION 5. Escrow Agent’s Authority to Make Investments . The Escrow Agent shall have no power or duty to invest any funds that are held hereunder or to sell, transfer or otherwise dispose of the moneys that are held hereunder.
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SECTION 6. Indemnity. The District hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Agent and its respective successors, assigns, directors, officers, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Escrow Agent at any time (whether or not also indemnified against the same by the District or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the enforcement of any provision of this Agreement (including without limitation enforcement of the District’s obligations under this Section 6), the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agree ment; provided, however, that the District shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective employees. In no event shall the District or the Escrow Agent be liable to any person by reason of the transactions that are contemplated hereby other than to each other as set forth in this Section. The indemnities that are contained in this Section shall survive the terminati on of this Agreement and the resignation or removal of the Escrow Agent.

SECTION 7. Responsibilities of Escrow Agent . The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the cash on deposit in the Escrow Fund to pay the 2013 Bonds or any payment, transfer or other applic ation of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non - negligent act, non -negligent omission or non -negligent error of the Escrow Agent that is made in good faith in the conduct of its duties. The recitals of fact that are contained herein shall be taken as the statements of the District , and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the pr oceeds deposited into the Escrow Fund or from the investment thereof to accomplish the refunding of the 2013 Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability i n respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Agent shall be determined solel y by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion or advice of such counsel shall have full and complete authorization and prot ection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an officer of the District. The Escrow Agent shall incur no liability for losses arising from any investment made pursuant to this Agreement. The Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by i t to be genuine and to have been signed or presented by the proper party or parties.
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No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers.

The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.

The Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“ Instructions”) given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e -mail, secure electronic transmission containing applicable authorization codes, pas swords and/or authentication keys issued by the Escrow Agent, or another method or system specified by the Escrow Agent as available for use in connection with its services hereunder); provided, however, that the District shall provide to the Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions (“ Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the District whenever a person is to be added or deleted from the listing. If the District elects to give the Escrow Agent Instructions using Electronic Means and the Escrow Agent in its discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instru ctions shall be deemed controlling. The District understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The District shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Agent and that the District and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the District . The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The District agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Agent and that there may be more secure methods of transmitting Ins tructions than the method(s) selected by the District ; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular ne eds and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

The Escrow Agent shall furnish the District with periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Agent or brokers selected by the District, provided that the Escrow Agent is not obligated to provide an accounting for any fund or account that: (a) has a balance of $0.00; and (b) has not had any a ctivity since the last reporting date.

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Agent as they occur, to the extent permitted by law. The District further understands that trade confirmations for securities transactions effected by the Escrow Agent wi ll be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

In no event shall the Escrow Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Escrow Agent has been advised of the likelihood of such damages and regardless of the form of such action.

The Escrow Agent shall not be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, quarantine restrictions, acts of civil or military authority, governmental regulations superimposed a fter the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

SECTION 8. Amendments. This Agreement is made for the benefit of the District and the owners from time to time of the 2013 Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, the Escrow Agent and the District ; provided, however, that the District and the Escrow Agent may, without the consent of, or notice to, such owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not materially adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement or the 2013 Bond Indenture , for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upon, the Escrow Agent for the benefit of the owners of the 2013 Bonds any additional rights, remedies, powers or authority th at may lawfully be granted to, or conferred upon, such owners or the Escrow Agent; and (iii) to include under this Agreement additional funds. The Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth LLP, with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the owners of the various 2013 Bonds or that any instrument that is executed hereunder complies with the conditions and provisions of this Section.

SECTION 9. Notice to Rating Agencies. In the event that this Agreement or any provision thereof is severed, amended or revoked, the Escrow Agent, upon written instructions from the District, shall provid e written notice in the form provided by the District of such severance, amendment or revocation to the rating agencies then rating the 2013 Bonds.

SECTION 10. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (i) the date upon which the 2013 Bonds have been paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Agent pursuant to Section 2(c) of this Agreement. Funds remaining in the Escrow Fund after payment in full of the 2013 Bonds shall be transferred to the District.

SECTION 11. Compensation. The District agrees to pay the Escrow Agent its reasonable fees and expenses (including legal fees and expenses) as previously agreed to by the Es crow Agent and the District , and any other reasonable fees and expenses of the Escrow Agent; provided, however, that under no circumstances shall the Escrow Agent be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the Esc row Fund for the payment of fees and expenses for services that are rendered or expenses incurred by the Escrow Agent under this Agreement. 326

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SECTION 12. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the District or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void, shall be deemed separate from the remaining covenants and agreements contained her ein and shall in no way affect the validity of the remaining provisions of this Agreement.

SECTION 13. Counterparts; Electronic Delivery of Signatures . This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as a n original but all of which shall constitute and be but one and the same instrument. Signatures appearing on any counterpart of this Agreement may be delivered by Electronic Means or by electronic delivery in PDF format, which transmission or delivery sha ll be deemed delivery of an originally executed document.

SECTION 14. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA.

SECTION 15. Holidays. If the date for making any payment or the last date for performance of any act or the exercisi ng of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the office of the Escrow Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day which is not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date.

SECTION 16. Assignment. This Agreement shall not be assigned by the Escrow Agent or any successor thereto without the prior written consent of the District; provided, however, that no such consent shall be required with respect to an assignment effected pursuant to Section 17.

SECTION 17. Reorganization of Escrow Agent . Notwithstanding anything to the contrary contained in this Agreement, any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Escrow Agent is a party, or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust busi ness, shall be the successor to the Escrow Agent without execution or filing of any paper or any paper or further act, if such company is eligible to serve as Escrow Agent.

SECTION 18. Insufficient Funds. If at any time the Escrow Agent has actual knowledge that the moneys and investments in the Escrow Fund will not be sufficient to make all payments required by this Agreement, the Escrow Agent shall notify the District in writing of the amount thereof a nd the reason therefor to the extent known to it. The Escrow Agent shall have no responsibility regarding any such deficiency.

SECTION 19. Notices. Any notice to or demand upon the Escrow Agent may be served or presented, and such demand may be made, at the principal corporate trust office of the Escrow Agent at 633 West Fifth Street, 24 th Floor, Los Angeles, CA 90071 , Attention: Global Corporate Trust .

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addressed to the 600 6th Street, Lincoln, CA 95648 Attention: Assistant City Manager, (or such other address as may have been filed in writing by the District with the Escrow Agent).

SECTION 20. OFAC Compliance. The District covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers a re the target or subject of any sanctions enforced by the United States Government (including the Office of Foreign Assets Control of the United States Department of the Treasury, the United Nations Security Council, the European Union, HM Treasury, or oth er relevant sanctions authority (collectively “ Sanctions”). The District further covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement: (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions; (ii) to fund or facilitate any activities of or business with any country or territory that is the target or s ubject of Sanctions; or (iii) in any other manner that will result in a violation of Sanctions by any person.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(SORRENTO PROJECT)
By:

City Manager of the City of Lincoln,
acting as the legislative body of the
City of Lincoln Community Facilities District
No. 2005-1 (Sorrento Project)
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Escrow Agent and 2013 Trustee

By:

Authorized Officer

329

Schedule A-1
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SCHEDULE A

ESCROW REQUIREMENTS
The escrow requirements for the 2013 Bonds are as follows:

Period Ending
Principal
Redeemed Interest Total

330

Exhibit A-1
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EXHIBIT A

NOTICE OF DEFEASANCE
$5,165,000

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(SORRENTO PROJECT)
SPECIAL TAX BONDS, SERIES 2013

BASE CUSIP 533042

NOTICE IS HEREBY GIVEN to the owners of the above -captioned obligations (the “ 2013 Bonds”) pursuant to a Bond Indenture, dated as of November 1, 2009, as amended and supplemented by a First Supplemental Indenture , dated as of December 1, 2013 (the “2013 Bond Indenture ”), by and between City of Lincoln Community Facilities District No. 2005 -1 (the “ District”) and U.S.

Bank Trust Company, National Associatio n as trustee (the “ 2013 Trustee”), that the District has deposited with the 2013 Trustee, acting as escrow agent, cash in an amount that is sufficient (as evidenced by the report of an indepe ndent accountant or verification agent delivered to the 2013 Trustee) to pay on _____, 2026 the principal of all outstanding 2013 Bonds, plus accrued interest with respect thereto to such date. The 2013 Bonds were originally issued on December 19, 2013 and are described in the following table.

Principal
Payment Date
(September 1)
CUSIP®†
(533042)
Principal
Amount Interest Rate
2026 GJ0 85,000 4.750%
2027 GK7 95,000 4.750
2028 GL5 110,000 5.000
2033* GM3 740,000 5.250
In accordance with the 2013 Bond Indenture : (i) the 2013 Bonds have been legally defeased except as set forth therein; and (ii) all obligations of the District under the Continuing Disclosure Certificate, dated as of December 19, 2013 , by the District, relating to the 2013 Bonds, have been terminated as of the date hereof.

The District and the 2013 Trustee shall not be responsible for, and no representation is made as to the correctness of the CUSIP number either as printed on any 2013 Bond or as contained herein and any error in the CUSIP number shall not affect the validity of the proceedings for redemption of the 2013 Bonds.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as 2013 Trustee
_____ __, 2026

† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© CUSIP Global Services. All rights reserved. CUSIP® data he rein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substit ute for the CGS database. CUSIP® numbers are provided for convenience of reference only. Neither the District nor its agents or counsel assume responsibility for the accuracy of such numbers.
* Term Bond
331
Stradling Yocca Carlson & Rauth
Draft of 2/24/26

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ESCROW AGREEMENT (2014A BONDS)
THIS ESCROW AGREEMENT ( 2014A BONDS ), dated as of June 1, 2026 (this “Agreement”), by and between City of Lincoln Community Facilities District No. 2005 -1 (Sorrento Project) (the “District”) and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”), is entered into in accordance with a resolution of the District adopted on ____, 2026 and a Bond Indenture, dated as of November 1, 2009, as amended and supplemented by a Second Supplemental Bond Indenture, dated as of December 1, 2014, (collectively, the “2014 Bond Indenture”) each by and between the District and U.S. Bank Trust Company, National Association , as successor trustee (th e “ 2014 Trustee”). This Agreement is entered into to refund all of the District’s outstanding Special Tax Bonds Series 2014A (the “2014A Bonds”).

RECITALS
A. Pursuant to the 2014 Bond Indenture, the District has previously issued the 2014A Bonds in the initial aggregate principal amount of $5 ,680,000, of which $ 5,440,000 is currently outstanding.

B. The 2014A Bonds are payable from Special Taxes (as such term is defined in the 2014 Bond Indenture) levied on properties within the District.

C. The District has determined to issue its City of Lincoln Community Facilities District No. 2005 -1 (Sorrento Project) Special Tax Refunding Bonds, Series 2026 (the “ 2026 Bonds ”), a portion of the proceeds of which, together with other moneys as described in Sec tion 1, will be applied to pay on ______, 2026 (the “ Redemption Date ”) the principal of the 2014A Bonds maturing after the Redemption Date, plus interest with respect thereto accrued through the Redemption Date, without premium.

D. The District will irrevo cably deposit moneys with the Escrow Agent, which moneys will be fully sufficient to pay and discharge the 2014A Bonds on the Redemption Date.

AGREEMENT
SECTION 1. Deposit of Moneys . The District will cause U.S. Bank Trust Company, National Association, as trustee for the 2026 Bonds, to transfer a portion of the proceeds of the 2026 Bonds in the amount of $______ on the date of issuance of the 2026 Bonds to the Escrow Agent for deposit in the Escrow Fund established hereunder. In addition, on the date of issuance of the 2026 Bonds, the District will cause the 2014 Trustee to transfer to the Escrow Agent for deposit in the Escrow Fund $____ held in the Reserve Account established under the 2014A Bond Indenture.

The Escrow Agent will hold such amounts uninvested as ca sh in an irrevocable escrow separate and apart from other moneys of the District and the Escrow Agent in a fund hereby created and established to be known as the “ Escrow Fund ” and to be applied solely as provided in this Agreement.

SECTION 2. Payment of 2014A Bonds.
(a) Payment. From the moneys on deposit in the Escrow Fund, the Escrow Agent shall transfer funds to the 2014 Trustee in an amount sufficient to enable the 2014 Trustee to 332

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pay, on the Redemption Date, the principal of the 2014A Bonds maturing on and after the Redemption Date, plus interest with respect thereto accrued through the Redemption Date, without premium, all as indicated on Schedule A.
(b) Irrevocable Instructions to Provide Notice . The notice required to be mailed pursuant to A rticle IV of the 2014A Bond Indenture is substantially in the form attached hereto as Exhibit A. The 2014 Trustee hereby acknowledges that it previously mailed a rescindable and revocable notice of redemption for the 2014A Bonds in the form required by Se ction 4. 03 of the 2014A Bond Indenture at least 30 days prior to the Redemption Date to the parties described in and otherwise in accordance with Section 4. 03 of the 2014A Bond Indenture (including The Depository Trust Company and the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“ EMMA”), maintained on the Internet at http://emma.msrb.org/). The District hereby irrevocably instructs the 2014 Trustee to mail a notice of defeasance of the 2014A Bonds in the form attached hereto as Exhibit A on the date of issuance of the 2026 Bonds to the parties described in and otherwise in accordance with Section 10.01 of the 2014A Bond Indenture (including EMMA), as required to provide for the payment and redemption of the 2014A Bonds in accordance with this Section. The 2014 Trustee shall not have any liability to any party in connection with any failure to timely post such notices on EMMA and the sole remedy available shall be an action in mandamus by the holders of the 2014A Bonds for specific performance or similar remedy to compel performance.
(c) Unclaimed Moneys . Any moneys in the Escrow Fund which remain unclaimed after the Redemption Date shall be repaid (without liability for interest) by the Escrow Agent to the District.
(d) Priority of Payments. The owners of the 2014A Bonds shall have a first and exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities are used and applied as provided in this Agreement.
(e) Termination of Obligation . As provided in the 2014 Bond Indenture, upon the deposit of moneys with the Escrow Agent in the Escrow Fund as set forth in Section 1, the 2014A Bonds will be legally defeased in accordance with the 2014 Bond Indenture except as set forth therein.

SECTION 3. Application of Certain Terms of the 2014 Bond Indenture . All of the terms of the 2014 Bond Indenture relating to the making of payments of principal of and interest on the 2014A Bonds and relating to the exchange or transfer of the 2014A Bonds are incorporated in this Agreement as if set forth in full herein. The procedures set forth in Article VII of the 2014A Bond Indenture relating to the resignation and removal of the 2014 Trustee are hereby made applicable to the Escrow Agreement and inco rporated in this Agreement as if set forth in full herein naming the Escrow Agent in place of the 2014 Trustee and shall be the procedures to be followed with respect to any resignation or removal of the Escrow Agent hereunder.

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SECTION 5. Escrow Agent’s Authority to Make Investments . The Escrow Agent shall have no power or duty to invest any funds that are held hereunder or to sell, transfer or otherwise dispose of the moneys that are held hereunder.

SECTION 6. Indemnity. The District hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Agent and its respective successors, assigns, directors, officers, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Escrow Agent at any time (whether o r not also indemnified against the same by the District or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the enforcement of any provision of this Agreement (including without limitation enforcement of the District’s obligations under this Section 6), the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the District shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective employees. In no event shall the District or the Escrow Agent be liable to any person by reason of the transacti ons that are contemplated hereby other than to each other as set forth in this Section. The indemnities that are contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

SECTION 7. Responsibilities of Escrow Agent . The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys deposited therein, the sufficiency of the cash on deposit in the Escrow Fund to pay the 2014A Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non - negligent act, non -negligent omission or non -negligent error of the Escrow Agent that is made in good faith in the conduct of its duties. The recitals of fact that are contained herein shall be taken as the statements of the District, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the proceeds deposited into the Escrow Fund or from the investment thereof to accomplish the r efunding of the 2014A Bonds or to the validity of this Agreement as to the District and, except as otherwise provided herein, the Escrow Agent shall incur no liability in respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence or willful misconduct, and the duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Agreement. The Escrow Agent may consult with couns el, who may or may not be counsel to the District, and in reliance upon the written opinion or advice of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accor dance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an officer of the District. The Escrow Agent shall incur no liability for losses arising from any investment made pursuant to this Agreement. The Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, 334

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statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers.

The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence o n the part of any agent, attorney, custodian or nominee so appointed.

The Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“ Instructions”) given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e -mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or syst em specified by the Escrow Agent as available for use in connection with its services hereunder); provided, however, that the District shall provide to the Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructi ons (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the District whenever a person is to be added or deleted from the listing. If the District elects to give the Escr ow Agent Instructions using Electronic Means and the Escrow Agent in its discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instructions shall be deemed controlling. The District understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to th e Escrow Agent have been sent by such Authorized Officer. The District shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Agent and that the District and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the District. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly f rom the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The District agrees: (i) to assume all risks arising out of the us e of Electronic Means to submit Instructions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the District; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

The Escrow Agent shall furnish the District with periodic cash transaction statements which include detail for all investment transactions effected by the Escrow Agent or brokers selected by t he District, provided that the Escrow Agent is not obligated to provide an accounting for any fund or 335

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account that: (a) has a balance of $0.00; and (b) has not had any activity since the last reporting date.

Upon the District’s election, such statements w ill be delivered via the Escrow Agent’s online service and upon electing such service, paper statements will be provided only upon request. The District waives the right to receive brokerage confirmations of security transactions effected by the Escrow Agent as they occur, to the extent permitted by law. The District further understands that trade confirmations for securities transactions effected by the Escrow Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

The Escrow Agent shall not be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, quarantine restrictions, acts of civil or military authority, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

SECTION 8. Amendments. This Agreement is made for the benefit of the District and the owners from time to time of the 2014A Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, the Esc row Agent and the District; provided, however, that the District and the Escrow Agent may, without the consent of, or notice to, such owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not materially adversel y affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement or the 2014 Bond Indenture , for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this A greement; (ii) to grant to, or confer upon, the Escrow Agent for the benefit of the owners of the 2014A Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Agent; and (iii ) to include under this Agreement additional funds. The Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth LLP, with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the owners of the various 2014A Bonds or that any instrument that is executed hereunder complies with the conditions and provisions of this Section.

SECTION 9. Notice to Rating Agencies. In the event that this Agreement or any provision thereof is severed, amended or revoked, the Escrow Agent, upon written instructions from the District, shall provide written notice in the form provided by the District of such severance, amendment or revocation to the rating agencies then rating the 2014A Bonds.

SECTION 10. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (i) the date upon which the 2014A Bonds have been paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Agent pursuant to Section 2(c) of this Agreement. Funds remaining in the Escrow Fund after payment in full of the 2014A Bonds shall be transferred to the District.

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whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services that are rendered or expenses incurred by the Escrow Agent under this Agreement.

SECTION 12. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the District or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void, shall be deemed separate from the remaining covenants and agreements contained herein and shall in no way affect the validity of the remaining provisions of this Agreement.

SECTION 13. Counterparts; Electronic Delivery of Signatures . This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original but all of which shall constitute and be but one and the same instrument. S ignatures appearing on any counterpart of this Agreement may be delivered by Electronic Means or by electronic delivery in PDF format, which transmission or delivery shall be deemed delivery of an originally executed document.

SECTION 14. Governing Law. THIS AGREEMEN T SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA.

SECTION 15. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the office of the Escrow Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day which is not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date.

SECTION 16. Assignment. Th is Agreement shall not be assigned by the Escrow Agent or any successor thereto without the prior written consent of the District; provided, however, that no such consent shall be required with respect to an assignment effected pursuant to Section 17.

SECTION 17. Reorganization of Escrow Agent . Notwithstanding anything to the contrary contained in this Agreement, any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Escrow Agent is a party, or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Escrow Agent without execution or filing of any pap er or any paper or further act, if such company is eligible to serve as Escrow Agent.

SECTION 18. Insufficient Funds. If at any time the Escrow Agent has actual knowledge that the moneys and investments in the Escrow Fund will not be sufficient to make all payments required by this Agreement, the Escrow Agent shall notify the District in writing of the amount thereof and the reason therefor to the extent known to it. The Escrow Agent shall have no responsibility regarding any such deficiency.

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Any notice to or demand upon the District shall be deemed to have been sufficiently given or served for all purposes by being sent by facsimile or other electronic transmission, overnight m ail or courier or mailed by registered or certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the 600 6th Street, Lincoln, CA 95648, Attention: City Manager , (or such other address as may have been filed in writing by the District with the Escrow Agent).

SECTION 20. OFAC Compliance. The District covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the United States Government ( including the Office of Foreign Assets Control of the United States Department of the Treasury, the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “ Sanctions”). The District further covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement: (i) to fund or facilitate any activities of or business with any person who, at the time of such fu nding or facilitation, is the subject or target of Sanctions; (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions; or (iii) in any other manner that will result in a violation of Sanctions by any person.
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338

S-1
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be exec uted by their duly authorized officers as of the date first above written.

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(SORRENTO PROJECT)
By:

By:

Authorized Officer

339

Schedule A-1
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SCHEDULE A

ESCROW REQUIREMENTS
The escrow requirements for the 2014A Bonds are as follows:

Period Ending
Principal
Redeemed Interest Total

340

Exhibit A-1
4938-6642-3696v3/024161-0014

EXHIBIT A

NOTICE OF DEFEASANCE
$5,680,000

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(SORRENTO PROJECT)
SPECIAL TAX BONDS, SERIES 2014A

BASE CUSIP 533042

NOTICE IS HEREBY GIVEN to the owners of the above-captioned obligations (the “2014A Bonds”) pursuant to a Bond Indenture, dated as of November 1, 2009, as amended and supplemented by a Second Supplemental Indenture, dated as of December 1, 2014 (the “2014 Bond Indenture”), by and between City of Lincoln Community Facilities District No. 2005 -1 (the “ District”) and U.S.

Bank Trust Company, National Associatio n as trustee (the “ 2014 Trustee”), that the District has deposited with the 2014 Trustee, acting as escrow agent, cash in an amount that is sufficient (as evidenced by the report of an independent accountant or verification agent delivered to the 2014 Trustee) to pay on _____, 2026 the principal of all outstanding 2014A Bonds, plus ac crued interest with respect thereto to such date. The 2014A Bonds were originally issued on December 1 6, 2014 and are described in the following table.

Principal
Payment Date
(September 1)
CUSIP®†
(533042)
Principal
Amount Interest Rate
2026 GX9 $60,000 3.500%
2027 GY7 65,000 3.625
2028 GZ4 75,000 3.750
2029 HA8 85,000 3.750
2034* HB6 600,000 5.000
2039* HC4 925,000 5.000
2043* HD2 3,630,000 5.000
In accordance with the 2014 Bond Indenture: (i) the 2014A Bonds have been legally defeased except as set forth therein; and (ii) all obligations of the District under the Continuing Disclosure Certificate, dated as of December 1 6, 2014, by the District, relating to the 2014A Bonds, have been terminated as of the date hereof.

† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© CUSIP Global Services. All rights reserved. CUSIP® data he rein is provided by CUSIP Global Services. This dat a is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. Neither the District nor its agents or counsel assume responsibility for the accuracy of such numbers.
* Term Bond
341

Exhibit A-2
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The District and the 2014 Trustee shall not be responsible for, and no representation is made as to the correctness of the CUSIP number either as printed on any 2014 Bond or as contained herein and any error in the CUSIP number shall not affect the validity of the proceed ings for redemption of the 2014A Bonds.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as 2014 Trustee
_____ __, 2026
342
Stradling Yocca Carlson & Rauth
Draft of 2/24/26

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ESCROW AGREEMENT (2016 BONDS)
THIS ESCROW AGREEMENT ( 2016 BONDS), dated as of June 1, 2026 (this “Agreement”), by and between City of Lincoln Community Facilities District No. 2005 -1 (Sorrento Project) (the “District”) and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”), is entered into in accordance with a resolution of the District adopted on ____, 2026 and a Bond Indenture, dated as of November 1, 2009, as amended and supplemented by a Third Supplemental Bond Indenture, dated as of December 1, 201 6, (collectively, the “2016 Bond Indenture”) each by and between the District and U.S. Bank Trust Company, National Association , as successor trustee (th e “ 2016 Trustee”). This Agreement is entered into to refund all of the District’s outstanding Special Tax Bonds Series 2016 (the “2016 Bonds”).

RECITALS
A. Pursuant to the 2016 Bond Indenture , the District has previously issued the 2016 Bonds in the initial aggregate principal amount of $ 8,860,000, of which $ 7,800,000 is currently outstanding.

B. The 2016 Bonds are payable from Special Taxes (as such term is defined in the 2016 Bond Indenture) levied on properties within the District.

C. The District has determined to issue its City of Lincoln Community Facilities District No. 2005 -1 (Sorrento Project) Special Tax Refunding Bonds, Series 2026 (the “ 2026 Bonds ”), a portion of the proceeds of which, together with other moneys as described i n Section 1, will be applied to pay on ______, 2026 (the “ Redemption Date”) the principal of the 2016 Bonds maturing after the Redemption Date, plus interest with respect thereto accrued through the Redemption Date, without premium.

D. The District will ir revocably deposit moneys with the Escrow Agent, which moneys will be used to purchase the securities that are described on Schedule A (the “ Federal Securities ”) (as permitted by, in the manner prescribed by and all in accordance with the 201 6 Indenture. S uch Federal Securities satisfy the criteria set forth in Section 10.01 of the 201 6 Indenture, and the principal of and interest on such Federal Securities when paid will provide money which will be fully sufficient to pay and discharge the 2016 Bonds on the Redemption Date.

AGREEMENT
SECTION 1. Deposit of Moneys . The District will cause U.S. Bank Trust Company, National Association, as trustee for the 2026 Bonds, to transfer a portion of the proceeds of the 2026 Bonds in the amount of $______ on the date of issuance of the 2026 Bonds to the Escrow Agent for deposit in the Escrow Fund established hereunder. In addition, on the date of issuance of the 2026 Bonds, the District will cause the 2016 Trustee to transfer to the Escrow Agent for deposit in the Escrow Fund $______ held in the Reserve Account established under the 2016 Bond Indenture.

The Escrow Agent will hold such amounts in an irrevocable escrow separate and apart from other moneys of the District and the Escrow Agent in a fund hereby created and established to be known as the “ Escrow Fund” and to be applied solely as provided in this Agreement. The District 343

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represents that the sum of the amounts set forth above are at least equal to an amount that is sufficient to purchase the Federal Securities listed on Schedule A and hold $___ uninvested in cash.

SECTION 2. Investment of Moneys . The Escrow Agent acknowledges receipt of the moneys described in Section 1 and agrees immediately to invest such m oneys in the Federal Securities listed on Schedule A and to deposit such Federal Securities in the Escrow Fund. Each of the 2016 Trustee and the Escrow Agent shall be entitled to rely upon the conclusion of the report delivered by 2016 Trustee (the “ Verification Agent ”) in connection herewith that the Federal Securities listed on Schedule A mature and bear interest payable in such amounts and at such times as, together with cash on deposit in the Escrow Fund, will be sufficient to pay, on the Redemption Date, the principal of the 201 6 Bonds maturing on and after the Redemption Date, plus interest with respect thereto accrued through the Redemption Date, without premium.

SECTION 3. Investment of Any Remaining Moneys . At the written direction of the District, together with an unqualified opinion of Stradling Yocca Carlson & Rauth LLP, to the effect that reinvestment is permitted under the legal documents in effect with respect to the 2016 Bonds and will not have an adverse effect on the federal tax status of the 2016 Bo nds, the Escrow Agent shall reinvest any other amount of principal and interest, or any portion thereof, received from the Federal Securities prior to the date on which such payment is required for the purposes set forth herein, in noncallable Federal Secu rities maturing not later than the date on which such payment or portion thereof is required for the purposes set forth in Section 5, as directed in such written direction of the District as verified in a report prepared by an Independent Certified Public Accountant or nationally recognized, independent municipal finance consultant (as such terms are used in the 2016 Bond Indenture), to the effect that the reinvestment described in said report will not adversely affect the sufficiency of the amounts of secu rities, investments and money in the Escrow Fund to pay, on the Redemption Date, the principal of the 2016 Bonds maturing on and after the Redemption Date, plus interest with respect thereto accrued through the Redemption Date, without premium. Any intere st income resulting from investment or reinvestment of moneys pursuant to this Section which is not required for the purposes set forth in Section 5, as verified in the letter of the Verification Agent originally obtained by the District with respect to th e refunding of the 2016 Bonds or in any other report prepared by an independent certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions, shall be paid to the District promptly upon the receipt of such interest income by the Escrow Agent and written direction by the District. The determination of the District as to whether an accountant qualifies under this Agreement shall be conclusive. The E scrow Agent may conclusively rely upon the written instructions of the District as to both the suitability and legality of any investments directed hereunder, and upon any such opinion, letter and report, and shall have no responsibility or liability with respect thereto.

SECTION 4. Substitution of Securities . Upon the written request of the District, and subject to the conditions and limitations that are set forth herein, the Escrow Agent shall sell, redeem or otherwise dispose of all or a portion of the Federal Sec urities (as so directed by the District), provided that there are substituted therefor from the proceeds of the Federal Securities other Federal Securities, but only after the District has obtained and delivered to the Escrow Agent: (i) an unqualified opinion of Stradling Yocca Carlson & Rauth LLP, to the effect that the substitution of securities is permitted under the legal documents in effect with respect to the 201 6 Bonds and will not have an adverse effect on the tax status of the 201 6 Bonds; and (ii) a report by an Independent Certified Public Accountant or nationally recognized, independent municipal finance consultant (as such terms are used in the 2016 Bond Indenture), to the effect that the reinvestment described in said 344

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report will not adversely affect the sufficiency of the amounts of securities, investments and money in the Escrow Fund to pay, on the Redemption Date, the principal of the 201 6 Bonds maturing on and after the Redemption Date, plus interest with respect thereto accrued through the Redemption Date, without premium. The Escrow Agent shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Agreement and in full compliance with the provisions hereof, and may conclusively rely upon the writte n instructions of the District as to both the suitability and legality of any substituted investments directed hereunder, and upon any such opinion and report, and shall have no responsibility or liability with respect thereto.

SECTION 5. Payment of 2016 Bonds.
(a) Payment. From the maturing principal of the Federal Securities and the investment income and other earnings thereon and other moneys on deposit in the Escrow Fund, the Escrow Agent shall transfer funds to the 2016 Trustee in an amount sufficient to enable the 2016 Trustee to pay, on the Redemption Date, the principal of the 2016 Bonds maturing on and after the Redemption Date, plus interest with respect thereto accrued through the Redemption Date, without premium, all as indicated on Schedule A.
(b) Irrevocable Instructions to Provide Notice. The notices required to be mailed pursuant to Article X & IV of the 2016 Bond Indenture are substantially in the forms attached hereto as Exhibit A and Exhibit B. The District hereby irr evocably instructs the 2016 Trustee to mail a notice of redemption for the 2016 Bonds in the form attached hereto as Exhibit B at least 30 days prior to the Redemption Date to the parties described in and otherwise in accordance with Section

4.03 of the 2016 Bond Indenture (including The Depository Trust Company and the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“EMMA”), maintained on the Internet at http://emma.msrb.org/). The District hereby irrevocably instructs t he 2016 Trustee to mail a notice of defeasance of the 2016 Bonds in the form attached hereto as Exhibit A on the date of issuance of the 2026 Bonds to the parties described in and otherwise in accordance with Section

10.01 of the 2016 Bond Indenture (incl uding EMMA), as required to provide for the payment and redemption of the 2016 Bonds in accordance with this Section. The 2016 Trustee shall not have any liability to any party in connection with any failure to timely post such notices on EMMA and the sole remedy available shall be an action in mandamus by the holders of the 2016 Bonds for specific performance or similar remedy to compel performance.
(c) Unclaimed Moneys . Any moneys in the Escrow Fund which remain unclaimed after the Redemption Date shall be repaid (without liability for interest) by the Escrow Agent to the District.
(d) Priority of Payments . The owners of the 2016 Bonds shall have a first and exclusive lien on all moneys and securities in the Escrow Fund until such moneys and such securities are used and applied as provided in this Agreement.
(e) Termination of Obligation . As provided in the 2016 Bond Indenture, upon the deposit of moneys with the Escrow Agent in the Escrow Fund as set forth in Section 1 and the purchase of the Federal Securities as provided in Section2 , the 2016 Bonds will be legally defeased in accordance with the 2016 Bond Indenture except as set forth therein.

SECTION 6. Application of Certain Terms of the 2016 Bond Indenture . All of the terms of the 2016 Bond Indenture relating to the making of payments of principal of and interest on the 345

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2016 Bonds and relating to the exchange or transfer of the 2016 Bonds are incorporated in this Agreement as if set forth in full herein. The procedures set forth in Article VII of the 2016 Bond Indenture relating to the resignation and removal of the 2016 Trustee are hereby made applicable to the Escrow Agreement and incorporat ed in this Agreement as if set forth in full herein naming the Escrow Agent in place of the 2016 Trustee and shall be the procedures to be followed with respect to any resignation or removal of the Escrow Agent hereunder.

SECTION 7. Performance of Duties. The Escrow Agent agrees to perform only the duties that are set forth herein and shall have no responsibility to take any action or omit to take any action that is not set forth herein.

SECTION 8. Escrow Agent’s Authority to Make Investments . The Escrow Agent shall have no po wer or duty to invest any funds that are held hereunder or to sell, transfer or otherwise dispose of the moneys or the Federal Securities that are held hereunder.

SECTION 9. Indemnity. The District hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Escrow Agent and its respective successors, assigns, directors, officers, agents, employees and servants, from and against any and all liabilities, o bligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Escrow Agent at any time (whether or not also indemnified against the same by the District or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the enforcement of any provision of this Agreement (including without limitation enforcement of the District’s obligations under this Section 9), the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided, however, that the District shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective employees. In no event shall the District or the Escrow Agent be liable to any person by rea son of the transactions that are contemplated hereby other than to each other as set forth in this Section. The indemnities that are contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

SECTION 10. Responsibilities of Escrow Agent . The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, the retention of the Federal Securities or the proceeds thereof, the sufficiency of the cash on deposit in the Escrow Fund and the Federal Securities to pay the 2016 Bonds or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Agent that is made in good faith in the conduct of its duties. The recitals of fact that are contained herein shall be taken as the statements of the District, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the sufficiency of the proceeds deposited into the Escrow Fund or from the investment thereof to accomplish the refunding of the 2016 Bonds or to the validity of this Agreement as to the District and, except as otherwise provided 346

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herein, the Es crow Agent shall incur no liability in respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Agreement except for its own negligence or willful misconduct, and the duties and obligations of the E scrow Agent shall be determined solely by the express provisions of this Agreement. The Escrow Agent may consult with counsel, who may or may not be counsel to the District, and in reliance upon the written opinion or advice of such counsel shall have ful l and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to tak ing, suffering, or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an officer of the District. The Escrow Agent shall incur no liability for losses arising from any investment m ade pursuant to this Agreement. The Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liabili ty in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers.

The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorn eys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.

The Escrow Agent shall have the right to accept and act upon i nstructions, including funds transfer instructions (“ Instructions”) given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e -mail, secure electronic transmission containin g applicable authorization codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or system specified by the Escrow Agent as available for use in connection with its services hereunder); provided, however, that the Distri ct shall provide to the Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions (“ Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be am ended by the District whenever a person is to be added or deleted from the listing. If the District elects to give the Escrow Agent Instructions using Electronic Means and the Escrow Agent in its discretion elects to act upon such Instructions, the Escrow Agent’s understanding of such Instructions shall be deemed controlling. The District understands and agrees that the Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The District shall be responsible for ensuring that only Authorized Offic ers transmit such Instructions to the Escrow Agent and that the District and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon recei pt by the District. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The District agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Agent, including without limitation the risk of 347

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the Escrow Agent acting o n unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Escrow Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the District; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of pro tection in light of its particular needs and circumstances; and (iv) to notify the Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

The Escrow Agent shall furnish the District with periodic cash trans action statements which include detail for all investment transactions effected by the Escrow Agent or brokers selected by the District, provided that the Escrow Agent is not obligated to provide an accounting for any fund or account that: (a) has a balance of $0.00; and (b) has not had any activity since the last reporting date.

Upon the District’s election, such statements will be delivered via the Escrow Agent’s online service and upon electing such service, paper statements will be provided only upon r equest. The District waives the right to receive brokerage confirmations of security transactions effected by the Escrow Agent as they occur, to the extent permitted by law. The District further understands that trade confirmations for securities transactions effected by the Escrow Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

If the Escrow Agent learns that the Department of the Treasury or the Bureau of Public Deb t will not, for any reason, accept a subscription of securities that is to be submitted pursuant to this Agreement, the Escrow Agent shall promptly request alternative written investment instructions from the District with respect to escrowed funds which w ere to be invested in securities. The Escrow Agent shall follow such instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall hold funds uninvested and without liability for interest until receipt of further written instructions from the District. In the absence of investment instructions from the District, the Escrow Agent shall not be responsible for the investment of such funds or interest thereon. The Escrow Agent may conclusively rely upon the District’s selection of an alternative investment as a determination of the alternative investment’s legality and suitability and shall not be liable for any losses related to the alternative investments or for compliance with any yield restriction applicable thereto.

The Escrow Agent shall not be liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, quarantine restrictions, acts of civil or military authority, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters.

SECTION 11. Amendments. This Agreement is made for the benefit of the District and the owners from time to time of the 2016 Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, the Escrow Agent and the District; provided, however, that the District and the Escrow Agent may, without the consent of, or notice to, such owners, amend this Agreement or enter into such agreements supplemental to this Agreement as shall not materially adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement or the 2016 Bond Indenture , for any one or more of the 348

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following purposes: (i) to cure any ambiguity or formal defect or omission in this Agreement; (ii) to grant to, or confer upo n, the Escrow Agent for the benefit of the owners of the 2016 Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such owners or the Escrow Agent; and (iii) to include under this Agreement addition al funds. The Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of Stradling Yocca Carlson & Rauth LLP, with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition o r elimination affects the rights of the owners of the various 2016 Bonds or that any instrument that is executed hereunder complies with the conditions and provisions of this Section.

SECTION 12. Notice to Rating Agencies. In the event that this Agreement or any pr ovision thereof is severed, amended or revoked, the Escrow Agent, upon written instructions from the District, shall provide written notice in the form provided by the District of such severance, amendment or revocation to the rating agencies then rating the 2016 Bonds.

SECTION 13. Term. This Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (i) the date upon which the 2016 Bonds have been paid in accordance with this Agreement; or (ii) the date upon which no unclaimed moneys remain on deposit with the Escrow Agent pursuant to Section 2(c) of this Agreement. Funds remaining in the Escrow Fund after payment in full of the 2016 Bonds shall be transferred to the District.

SECTION 14. Compensation. The District agrees to pay the Escrow Agent its reasonable fees and expenses (including legal fees and expenses) as previously agreed to by the Escrow Agent and the District, and any other reasonable fees and expenses of the Escrow Agent; provided, however, that under no circumstances shall the Escrow Agent be entitled to any lien or assert any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services that are rendered or expenses incurred by the Escrow Agent under this Agreement.

SECTION 15. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the District or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenan ts or agreements shall be null and void, shall be deemed separate from the remaining covenants and agreements contained herein and shall in no way affect the validity of the remaining provisions of this Agreement.

SECTION 16. Counterparts; Electronic Delivery of Signatures. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original but all of which shall constitute and be but one and the same instrument. Signatures appearing on any counterpart of this Agreement may be delivered by Electronic Means or by electronic delivery in PDF format, which transmission or delivery shall be deemed delivery of an originally executed document.

SECTION 17. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA.

SECTION 18. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Agreement, shall be a legal holiday or a day on which banking institutions in the city in w hich is located the office of the Escrow Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day which is not a legal holiday or a day on which such banking institutions 349

8 4933-9318-8752v3/024161-0014
are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Agreement, and no interest shall accrue for the period from and after such nominal date.

SECTION 19. Assignment. This Agreement shall not be assigned by the Escrow Agent or any successor thereto without the prior written consent of the District; provided, however, that no such consent shall be required with respect to an assignment effected pursuant to Section 17.

SECTION 20. Reorganization of Escrow Agent . Notwithstand ing anything to the contrary contained in this Agreement, any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Escrow Agen t is a party, or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Escrow Agent without execution or filing of any paper or any paper or further act, if such company is eligible to serve as Escrow Agent.

SECTION 21. Insufficient Funds. If at any time the Escrow Agent has actual knowledge that the moneys and investments in the Escrow Fund will not be sufficient to make all payments required by this Agreement, the Escrow Age nt shall notify the District in writing of the amount thereof and the reason therefor to the extent known to it. The Escrow Agent shall have no responsibility regarding any such deficiency.

SECTION 22. Notices. Any notice to or demand upon the Escrow Agent may be se rved or presented, and such demand may be made, at the principal corporate trust office of the Escrow Agent at 633 West Fifth Street, 24 th Floor, Los Angeles, CA 90071, Attention: Global Corporate Trust.

Any notice to or demand upon the District shall be deemed to have been sufficiently given or served for all purposes by being sent by facsimile or other electronic transmission, overnight mail or courier or mailed by registered or certified mail, and deposited, postage prepaid, in a post office letter box, addressed to the 600 6th Street, Lincoln, California 95648, Attention: City Manager , (or such other address as may have been filed in writing by the District with the Escrow Agent).

SECTION 23. OFAC Compliance. The District covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the United States Government (including the Office of Foreign Assets Control of the United States Department of the Treasury, the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “ Sanctions”). The District further covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement: (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions; (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions; or (iii) in any other manner that will result in a violation of Sanctions by any person.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
350

S-1
4933-9318-8752v3/024161-0014
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(SORRENTO PROJECT)
By:

By:

Authorized Officer

351

Schedule A-1
4933-9318-8752v3/024161-0014

SCHEDULE A

FEDERA SECURITIES
Money deposited in the Escrow Fund shall be invested as follows:

Security Maturity
Principal
Amount Yield

The escrow requirements for the 2016 Bonds are as follows:

Period Ending

Principal Paid
Principal
Redeemed Interest Total

352

Exhibit A-1
4933-9318-8752v3/024161-0014

EXHIBIT A

NOTICE OF DEFEASANCE
$8,860,000

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(SORRENTO PROJECT)
SPECIAL TAX BONDS, SERIES 2016

BASE CUSIP 533042

NOTICE IS HEREBY GIVEN to the owners of the above -captioned obligations (the “ 2016 Bonds”) pursuant to a Bond Indenture, dated November 1, 2009, as amended and supplemented by a Third Supplemental Indenture, dated as of December 1, 2016 (collectively, the “ 2016 Bond Indenture”), by and between City of Lincoln Community Facilities District No. 2005 -1 (the “District”) and U.S. Bank Trust Company, National Association as trustee (the “2016 Trustee”), that the District has deposited with the 2016 Trustee, acting as escrow agent, cash in an amount that is sufficient (as evidenced by the report of an independent accountant or verification agent delivered to the 2016 Trustee) to pay on September 1, 2026 the principal of all outstanding 2016 Bonds, pl us accrued interest with respect thereto to such date. The 2016 Bonds were originally issued on December 20, 2016 and are described in the following table.

Principal
Payment Date
(September 1)
CUSIP®†
(533042)
Principal
Amount Interest Rate
2026 HQ3 185,000 4.000%
2027 HR1 200,000 4.000
2028 HS9 210,000 4.000
2029 HT7 230,000 3.875
2030 HU4 250,000 4.000
2031 HV2 260,000 4.125
2032 HW0 280,000 4.250
2033 HX8 295,000 4.250
2034 HY6 525,000 4.375
2035 HZ3 560,000 4.375
2036 KA6 605,000 4.375
2040 JB4 2,530,000 4.500
2044 JC2 1,670,000 4.625
In accordance with the 2016 Bond Indenture: (i) the 2016 Bonds have been legally defeased except as set forth therein; and (ii) all obligations of the District under the Continuing Disclosure Certificates, dated as of December 1, 2016, by the District, relating to the 2016 Bonds, have been terminated as of the date hereof.

† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© CUSIP Global Services. All rights reserved. CUSIP® data he rein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. Neither the District nor its agents or counsel assume responsibility for the accuracy of such numbers.
* Term Bond
353

Exhibit A-2
4933-9318-8752v3/024161-0014
The District and the 2016 Trustee shall not be responsible for, and no representation is made as to the correctness of the CUSIP number either as printed on any 2016 Bond or as contained herein and any error in the CUSIP number shall not affect the validity of the proceedings for redemption of the 2016 Bonds.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as 2016 Trustee
_______, 2026
354

Exhibit b-1
4933-9318-8752v3/024161-0014

EXHIBIT B

NOTICE OF FULL OPTIONAL REDEMPTION

$8,860,000

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2005-1
(SORRENTO PROJECT)
SPECIAL TAX BONDS, SERIES 2016

BASE CUSIP 533042

NOTICE IS HEREBY GIVEN to the owners of the above -captioned obligations (the “201 6 Bonds”), which were issued pursuant to a Bond Indenture, dated November 1, 2009, as amended and supplemented by a Third Supplemental Indenture, dated as of December 1, 2016 (collectiv ely, the “2016 Bond Indenture”), by and between City of Lincoln Community Facilities District No. 2005 -1 (the “District”) and U.S. Bank Trust Company, National Association as trustee (the “2016 Trustee”), that the outstanding 201 6 Bonds in the aggregate pr incipal amount of $ ___ have been called for redemption on September 1, 2026 (the “Redemption Date”). The 2016 Bonds were originally issued on December 20, 2016 and are described in the following table.

Principal
Payment Date
(September 1)
CUSIP®†
(533042)
Principal
Amount Interest Rate
Redemption
Price
2027 HR1 200,000 4.000 100
2028 HS9 210,000 4.000 100
2029 HT7 230,000 3.875 100
2030 HU4 250,000 4.000 100
2031 HV2 260,000 4.125 100
2032 HW0 280,000 4.250 100
2033 HX8 295,000 4.250 100
2034 HY6 525,000 4.375 100
2035 HZ3 560,000 4.375 100
2036 KA6 605,000 4.375 100
2040 JB4 2,530,000 4.500 100
2044 JC2 1,670,000 4.625 100

The 2016 Bonds will be payable on the Redemption Date at a redemption price of 100% of the principal amount thereof plus accrued interest thereon to such date (the “Redemption Price”).

The Redemption Price of the 201 6 Bonds will become due and payable on the Rede mption Date.

Interest on the 2016 Bonds will cease to accrue and be payable from and after the Redemption Date, such 2016 Bonds will be surrendered to the 201 6 Trustee and will no longer be entitled to any lien, benefit or security under the 2016 Fiscal Agent Agreement and the owners thereof will have no rights in respect thereof except to receive payment of the Redemption Price on the Redemption Date.

† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© CUSIP Global Services. All rights reserved. CUSIP® data he rein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for th e CGS database. CUSIP® numbers are provided for convenience of reference only. Neither the District nor its agents or counsel assume responsibility for the accuracy of such numbers.
* Term Bond
355

Exhibit B-2
4933-9318-8752v3/024161-0014
To receive payment on the Redemption Date, owners of the 201 6 Bonds are required to present and surrender said 2016 Bonds on or before the Redemption Date at the address of the 201 6 Fiscal Agent set forth below:

REQUIREMENT INFORMATION
First Class/Registered/Certified/Express/By Hand
U.S. Bank Trust Company, National Association
Global Corporate Trust
111 Fillmore Avenue E
St. Paul, MN 55107
A form W -9 must be submitted with the 201 6 Bonds being refunded. Failure to provide a completed form W-9 will result in backup withholding pursuant to law. Under the Tax Cuts and Jobs Act, 24% will be withheld if the tax identification number is not properly certified.

If the owner of any 201 6 Bond fails to deliver such 201 6 Bond to the 201 6 Fiscal Agent on the Redemption Date, such 201 6 Bond shall nevertheless be deemed redeemed on the Redemption Date and the owner of such 201 6 Bond shall have no rights in respect thereof except to receive payment of the Redemption Price from funds held by the 2016 Fiscal Agent for such payment.

Note: The District and the 2016 Trustee shall not be responsible for the selection or use of the CUSIP numbers selected or listed, nor is any representation made as to their correctness in this notice or as printed on any 2016 Bond. They are included solely for the convenience of the holders.

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Escrow Agent

_____, 2026

356

Lincoln City CouncilApril 14, 2026

Lincoln City Council
April 14, 2026