Paso Robles City Council
December 2, 2025

City of Paso Robles
MSR & SOI Study
85 LAFCO Staff Recommendation. It is recommended that Area 9 be included in the City’s SOI. Including this area would be consistent with the goals of the City’s 2018 Circulation Element and provide the City with an opportunity to better manage the Wisteria Lane extension to Dallons Drive. If annexation is pursued in the future, then the City would be required to demonstrate its ability to effectively serve the area and be subject to LAFCO proceedings and approval.

SOI Study Area No. 10 | Buena Vista Drive west of Airport Road | Recommend Exclusion Figure 22: City of Paso Robles Study Area 10
Description: The Buena Vista Drive west of Airport Road area covers 500± acres adjacent to the Paso Robles northern boundary, just west of the Paso Robles Municipal Airport. This area includes mostly vineyards, Kiamie Wine Cellars, Sylvester Vineyards & Winery, and several single-family homes with land designated “Agriculture” under the County’s land use designation. Study Area No. 10 does not contain property under a Williamson Act Contract; however, portions of this Study Area do contain prime agricultural land as defined in Government Code Section 56064. It is estimated that approximately 78 percent of this Study Area is considered prime. This area is outside of the City’s SOI Exhibit A

City of Paso Robles
MSR & SOI Study
86 and is being analyzed as a new Study Area at the City’s request. The City does not currently provide any services in the area. The City is interested in developing Area 10 into a wine-related industrial area to support the local wine industry; however, this has not been studied. The City has determined that annexation of this area is unfeasible at this time, due to constraints related to its ability to provide critical services such as water, wastewater, and road maintenance. 67 LAFCO Staff Recommendation. It is recommended that Area 10 be excluded from the City’s SOI. The City’s long-term goal of developing Area 10 into a wine-related industrial area to support the local wine industry could promote agricultural operations, economic growth, and other benefits. The City has not reviewed this area as an expansion area in their General Plan, and there are no existing Specific Plan and/or Environmental Impact Reports associated with the potential development. Further, impacts on prime soil could be significant because the majority of this area contains prime soils. Though the June 4, 2024, City Council item recommended inclusion of this area into the SOI, the City also recognized constraints related to the City’s ability to provide wastewater, water, and road maintenance services.

Excluding this area would best align with LAFCO policies and procedures at this time. Should the City prepare a Specific Plan, General Plan Amendment, and Environmental Impact Report in the future, more information would be available, and the area could be reconsidered for inclusion into the SOI and annexation at that time. In addition, LAFCO Policies & Procedures call for properties with prime farmland to be protected from uses other than agriculture. If the City or Landowner pursues annexation in the future, it may prompt LAFCO Policy 2.9.12, which requires 1:1 mitigation of prime land when converted from agricultural use.
67 Exhibit A of the MSR & SOI Study includes the June 4, 2024, regular City Council meeting staff report that provides more information relating to opportunities and constraints for each SOI Study area and the City’s preferred outcome.

Exhibit A

City of Paso Robles
MSR & SOI Study
87 SOI Study Area No. 11 | Union Rd near the Landfill | Recommend it Remain in SOI Figure 23: City of Paso Robles Study Area 11
Description: The Union Road area covers 133± acres owned by the City of Paso Robles. The property allows for a buffer to the City landfill site and has been identified as a potential future recycling site.

The City has had preliminary discussions with LAFCO staff regarding annexation requirements for this area to potentially pursue development of a waste-to-energy digester. The area is located 3.5 miles east of the city on Highway 46 and immediately north of the Highway adjacent to the landfill. The parcels are vacant and not actively used for agriculture, but are zoned "Agriculture" under the County land use designation. Study Area No. 11 does not contain property under a Williamson Act Contract; however, portions of this Study Area do contain prime agricultural land as defined in Government Code Section 56064. It is estimated that approximately 5 percent of this Study Area is considered prime. This area has been within the City’s SOI since it was added during the 2013 MSR/SOI update. The City does not currently provide any services in the area.

Exhibit A

City of Paso Robles
MSR & SOI Study
88 LAFCO Staff Recommendation. It is recommended that Area 11 remain in the City’s SOI. The City owns the property and would be allowed to pursue annexation of non-contiguous land in the future if it is used for municipal purposes. The City has long-term plans to expand the landfill and provide other public infrastructure and services, and recently has coordinated with LAFCO on requirements for the annexation application. This area would provide a logical extension of the City’s landfill. If annexation is pursued in the future, then the City would be required to demonstrate its ability to effectively serve the area and be subject to LAFCO proceedings and approval.

LAFCO Policies & Procedures call for properties with prime farmland to be protected from uses other than agriculture. If the City or Landowner pursues annexation in the future, it may prompt LAFCO Policy

2.9.12, which requires 1:1 mitigation of prime land when converted from agricultural use.

SOI Study Area No. 12 | Rancho Paso Mobile Home Park | Recommend Exclusion Figure 24: City of Paso Robles Study Area 12
Description: The Rancho Paso Mobile Home Park area covers 36± acres adjacent to the Paso Robles southern service area boundary and immediately north of the Templeton Community Services District Exhibit A

City of Paso Robles
MSR & SOI Study
89 (TCSD) SOI and service area boundaries. This area includes approximately 187 homes on lots owned by individuals and LLCs with land designated “Residential Single-Family” and “Commercial Retail” under the County’s land use designation. This area is also located within Paso Robles/Templeton DUC Area 1, as was previously discussed in the “Disadvantaged Unincorporated Communities” section of this report. Study Area No. 12 does not contain property under a Williamson Act Contract, nor does it contain prime agricultural land as defined in Government Code Section 56064. The Rancho Paso MHP owns and operates its Wastewater Treatment Plant, receives water from the Walnut Hills Mutual Water Company, and fire protection from CalFire. This area is outside of the City’s SOI and is being analyzed as a new Study Area due to landowner, State Water Resources Control Board (SWRCB), and Regional Water Quality Control Board (RWQCB) interest. The City does not provide any services to the Rancho Paso MHP.

The Rancho Paso MHP Homeowners Association (HOA) and the SWRCB have inquired with LAFCO separately regarding the possibility of annexing the MHP into TCSD or the City, whichever is possible, due to concerns related to the MHP's long-term ability to provide service and the SWRCB’s efforts to consolidate small failing/ deteriorating private systems. In 2005, the Central Coast RWQCB identified challenges for the facility going forward and issued a letter to the Rancho Paso MHP HOA. Since then, the Rancho Paso HOA Wastewater Treatment and Disposal Facility has received several violations. The RWQCB stated that the nature of the recent violations suggests that the facility and facility operation are deteriorating.68 The RWQCB also met with Rancho Paso MHP HOA representatives in 2023 to provide information on options for technical and financial assistance to consolidate with TCSD. The RWQCB fully supports consolidation of the facility with either TCSD or the City and has identified potential funding sources (available to public entities) if consolidation appears to be a viable option at one of the facilities. The RWQCB deems the issues at this facility as a high priority.

In addition, in mid-2025, SLO County contacted DDW-SAFER to reexplore the possibility of consolidating Walnut Hills MWC and Los Robles MHP with TCSD or the City. Both systems have PFAS69 analyte levels above the Notification Level and qualify for funding under the Emerging Contaminants (EC) program.
68 Issues with routine maintenance, operations, equipment failures, etc. 69 Polyfluoroalkyl substances known as PFAS or “forever chemicals”.

Exhibit A

City of Paso Robles
MSR & SOI Study
90 The City issued a letter on August 21, 2025, with their review and consideration of including the Ranch Paso MHP into the City’s SOI.
70 The City’s letter outlined concerns related to potential negative fiscal impacts, existing infrastructure not meeting City standards, the use of General Fund resources to subsidize development, and reluctance to assume liabilities considered to be the County’s responsibility. The City does not support including SOI Study Area 12 at this time.

LAFCO Staff Recommendation. It is recommended that Area 12 be excluded from the City’s SOI. While preliminary discussions have taken place among the affected parties, no viable solutions have yet been identified. Ongoing efforts are underway to explore the potential consolidation of Rancho Paso MHP, Walnut Hills MWC, and Los Robles MHP with neighboring public agencies for wastewater and/or water services. LAFCO’s objective in this circumstance is to document the issues and establish a baseline of information in response to expressed interest in pursuing consolidation in the future. Inclusion into the City’s SOI is not viable or being recommended at this time, as all potential solutions are still being explored. Further, the City of Paso Robles informed LAFCO that the City cannot serve this area for a variety of reasons, including but not limited to potential negative fiscal impacts, existing infrastructure not meeting City standards, the use of General Fund resources to subsidize development, and reluctance to assume liabilities considered to be the County’s responsibility, as seen in Exhibit B. The City is of the position that because these areas were originally permitted and are currently within the County’s unincorporated land use authority, parties should engage further with the County on these matters. Nonetheless, the City is encouraged to maintain active collaboration with neighboring service providers, the County, the SWRCB, and the RWQCB, as appropriate. Furthermore, the potential need for service is primarily limited to wastewater, with newly expressed interest in the consolidation of neighboring private water systems.

Should consolidation efforts become a challenge, and if an impending threat to health or safety arises, then the City and/or neighboring public agencies may provide new or extended services beyond their jurisdictional boundaries and SOI pursuant to Government Code Section 56133. This action would require coordination and approval by the Commission. It should be noted that this area is within Paso Robles/Templeton DUC Area 1, which qualifies as DUC pursuant to Government Code Section 56033.5. 70 Exhibit B of the MSR & SOI Study includes the August 21, 2025, City response letter that provides more information relating to the City’s preferred outcome on including the New Study Areas being considered by LAFCO.

Exhibit A

City of Paso Robles
MSR & SOI Study
91 If the City considers future SOI amendments or annexations, it is recommended that this DUC area be evaluated further, in alignment with objectives to ensure equitable access to public services and infrastructure.

SOI Study Area No. 13 | Almira Water Association | Recommend Exclusion Figure 25: City of Paso Robles Study Area 13
Description: The Almira Water Association area covers 210± acres and is immediately adjacent to the western City service area boundary. This area includes single-family homes on large lots and is designated “Residential Rural” under the County’s land use designation. Study Area No. 12 does not contain property under a Williamson Act Contract, nor does it contain prime agricultural land as defined in Government Code Section 56064. The Almira Water Association provides water to approximately 20 service connections. This area is outside of the City’s SOI and is being analyzed as a new Study Area due to RWQCB interest in exploring future consolidation. The City provides wastewater service to Exhibit A

City of Paso Robles
MSR & SOI Study
92 approximately one71 property in this location through Outside Agency Service Agreements that were established before the year 2000. The City does not provide any other services.

LAFCO staff recommended that all contiguous “Failing” and “At-Risk” systems be analyzed further in the SOI Study. The Almira Water Association was identified as an “At-Risk72” water system based on the State Water Board’s SAFER Status. The system’s risk scores are the highest among the results of the Risk Assessment, which means it is at risk of failing. LAFCO’s goal is to daylight the location and status of the neighboring water providers to help establish a baseline of information, should these water providers seek consolidation in the future.

The State RWQCB indicated that the Almira Water Association has experienced recent difficulties related to arsenic and manganese maximum contaminant level violations. Between 2021 and 2024, the RWQCB made multiple outreach attempts with the City to discuss consolidation options, where it was concluded that no SOI changes were being made at the time.

On August 21, 2025, the City issued a letter with their review and consideration of including the Almira Water Association in the City’s SOI.73 The City’s letter outlined concerns related to potential negative fiscal impacts, existing infrastructure not meeting City standards, the use of General Fund resources to subsidize development, and reluctance to assume liabilities considered to be the County’s responsibility. The City does not support including SOI Study Area 13 at this time.

LAFCO Staff Recommendation. It is recommended that Area 13 be excluded from the City’s SOI. Neither the City nor the property owners have demonstrated interest in, or taken steps toward, amending the SOI. Should the City and the landowners express interest in having the area attain municipal service from the City in the future, then the area could be reconsidered for inclusion in the SOI at that time.

State law prohibits annexations that will result in islands of unincorporated territory. Therefore, if an SOI amendment and future annexation are pursued, the proposed boundaries must also encompass approximately fifteen adjacent parcels located between the Almira Water Association and the City’s 71 “Existing and Future Flows” Map included on page 142 of the Wastewater Collections System Renewal Strategy and Master Plan, October 2019
72 SAFER Status data accessed July 2025. 73 Exhibit B of the MSR & SOI Study includes the August 21, 2025, City response letter that provides more information relating to the City’s preferred outcome on including the New Study Areas being considered by LAFCO.

Exhibit A

City of Paso Robles
MSR & SOI Study
93 service area, as seen in Figure 25. Furthermore, the potential need for service is limited to water, which may not warrant an annexation. It should be noted that even though exclusion is recommended, the City and Almira Water Association should continue to collaborate, as necessary. Should the SAFER status worsen and if an existing or impending threat to public health or safety arises, the City may provide new or extended services beyond its jurisdictional boundaries and SOI pursuant to Government Code Section 56133. This action would require coordination and approval by the Commission.

Exhibit A

City of Paso Robles
MSR & SOI Study
94 Recommended Sphere of Influence
Figure 26: City of Paso Robles Recommended SOI Map
Exhibit A

City of Paso Robles
MSR & SOI Study
95 Memorandum of Agreement
A Memorandum of Agreement (MOA) is commonly entered into by each respective City and the County for areas that are envisioned for future expansion. An MOA is not a mandatory requirement but rather a strategic tool to facilitate regional collaboration, acknowledge proposed changes to sphere boundaries, and explore methods to reach agreement on development standards and planning/ zoning requirements within the sphere. Its purpose is to ensure that growth and development within the sphere align with the priorities of the affected city and proceed in a logical, coordinated, and orderly manner.

The City and County intend to cooperate regarding growth and development on the urban fringe of the City. The City Council of Paso Robles previously considered and approved the MOA between the City and the County on November 20, 2012. The County Board of Supervisors adopted the MOA on January 8, 2013. LAFCO is working together with the affected jurisdictions to facilitate a constructive dialogue on the issues related to a service review and SOI. Once the Commission establishes what the City’s SOI will be, then LAFCO staff will continue to coordinate with the affected jurisdictions, and the City Council and County Board of Supervisors may move forward with adopting the MOA. A copy will be made available on the LAFCO website.

Exhibit A

City of Paso Robles
MSR & SOI Study
96 DETERMINATIONS
Service Review Determinations per Government Code Section 56430 As set forth in Government Code Section 56430(a), in order to prepare and update the SOI in accordance with Section 56425, the commission shall conduct a service review of the municipal services provided in the county or other appropriate area designated by the commission. The commission shall include in the area designated for a service review the county, the region, the sub-region, or any other geographic area as is appropriate for an analysis of the service or services to be reviewed, and shall prepare a written statement of its determinations with respect to each of the following:

1. Growth and population projections for the affected area The City’s estimated population is 31,490 based on 2020 US Census data. The projected General Plan buildout population is estimated to be 44,000. The 2050 Regional Growth Forecast for San Luis Obispo County (medium scenario) population projections do not suggest that Paso Robles will reach the population growth cap of 44,000, as the population of the community is estimated to be 37,858 by the year 2050. The City’s population is projected to grow by 27 percent between 2010 and 2050, with an average annual increase of approximately 3 percent.

In 2025, the City had an estimated 12,949 households, reflecting an increase of approximately 13 percent since 2010. The total number of households is projected to grow by 25 percent between 2010 and the buildout year of 2050. According to the 2050 Regional Growth Forecast for San Luis Obispo County (medium scenario), the City is not expected to reach its housing unit cap of 16,924. Instead, the projected number of housing units by 2050 is 14,342, remaining well below the established limit.

2. The location and characteristics of any disadvantaged unincorporated communities within or contiguous to the sphere of influence
There are no DUCs within the City’s service area, existing or proposed SOI that meet the definition of a DUC as outlined in Government Code Section 56033.5. However, two DUCs are located adjacent to the City’s service area and a portion of the existing SOI. These areas—Paso Robles/Templeton DUC Area 1 and Paso Robles DUC Area 2—are all inhabited and have a Median Household Income (MHI) that is less than 80 percent of the statewide MHI, qualifying Exhibit A

City of Paso Robles
MSR & SOI Study
97 them each as DUCs. If the City considers future SOI amendments or annexations, it is recommended that these DUCs be evaluated further, in alignment with objectives to ensure equitable access to public services and infrastructure.

Table 20: City Disadvantaged Unincorporated Communities Census Block Information DUC
Census Block
Group
Median
Household Income
Registered
Voters74
Paso Robles/Templeton DUC Area #1 127.07.1 $54,797 955
Paso Robles DUC Area #2 102.02.2 $61,513 59

3. Present and planned capacity of public facilities and adequacy of public services, including infrastructure needs or deficiencies
The City is a full-service city and provides Administration, Airport, Animal Control, Electric Utility, Fire and Emergency Services, Law Enforcement, Community Development, Community Services (such as Library, Parks and Recreation), Public Works, Solid Waste, Stormwater, Wastewater, and Water municipal services within its jurisdictional boundary as addressed in this MSR. Existing and planned facilities are generally adequate to meet current community needs and future demands. To address existing and future demands, the City Council adopts annual goals that guide resource allocation through the budget and capital improvement program, which in turn aligns with departmental work plans, capital project priorities, and ensures ongoing high levels of service to the community.

4. Financial ability of agencies to provide services
The City Council adopts an annual budget on a basis consistent with generally accepted accounting principles. The City is primarily funded through charges for services, property taxes, sales & use taxes, grants and contributions, and other taxes such as transient occupancy taxes and Community Facilities Districts. To assess the City’s financial health, key indicators, including Operating Ratio, Liquidity Ratio, and Net Position, were analyzed. Operating Ratio, which compares annual operating revenues to operating expenses, showed a consistently positive 74 SLO County Clerk Recorder Registered Voter GIS Data, October 2023 Exhibit A

City of Paso Robles
MSR & SOI Study
98 trend over the past five audited years, indicating that revenues have exceeded expenditures on an annual basis. Liquidity Ratio, which measures current assets relative to current obligations, also remained strong across all five years, reflecting adequate short-term financial health. The City’s Net Position, representing the difference between total assets and total liabilities, increased by 26 percent over the five-year audited period, a strong indicator of long-term financial growth and stability. Overall, these financial indicators suggest that the City is in a financially healthy state with adequate financial resources to deliver its services.

5. Status of and opportunities for shared facilities
There are opportunities for new and continued collaborative efforts with neighboring agencies to improve efficiencies. Opportunities may include, but are not limited to, coordination with SLO County regarding future expansion areas, City, County/CAL Fire, and other neighboring agencies that provide fire protection services, agriculture and open space preservation efforts, private water and wastewater consolidation opportunities, and ongoing engagement with Joint Power Authorities in which the City participates.

6. Accountability for community service needs, including governmental structure and operational efficiencies
The City is governed by a five-member City Council that is elected to four-year terms. Regularly scheduled monthly Council meetings are held, and all meetings are open to the public and are publicly posted a minimum of 72 hours prior to the meeting in accordance with the Brown Act.

The City maintains an up-to-date website that contains City information, documents, and updates. The City has demonstrated accountability and transparency in its disclosure of information and cooperation during the process of this MSR. The City responded to questionnaires and cooperated with document requests.

7. Any other matter related to effective or efficient service delivery LAFCO recommends that the City consider analyzing possible annexation of the areas within their sphere boundary as part of any future strategic plan and/or general plan update.

Exhibit A

City of Paso Robles
MSR & SOI Study
99 Sphere of Influence Determinations per Government Code Section 56425 In order to carry out its purposes and responsibilities for planning and shaping the logical and orderly development of local governmental agencies to advantageously provide for the present and future needs of the county and its communities, the commission shall develop and determine the sphere of influence of each local agency, as defined by Government Code Section 56036, and enact policies designed to promote the logical and orderly development of areas within the sphere. In determining the sphere of influence of each local agency, the commission shall consider and prepare a written statement of its determinations with respect to the following:

1. Present and planned land uses in the area, including agricultural and open-space lands Land uses within the City’s existing SOI are determined by the County’s General Plan, and range from a wide variety of uses, from Residential Rural, Residential Suburban, Public Facilities, Commercial Service, Industrial, and Agriculture. The SOI is proposed to be reduced to four areas as discussed in the “SOI Study” Section of this report. Planned land uses within the proposed SOI are not anticipated to deviate from the existing County designations, as the City has expressed interest in existing development and/or land use designation of Residential Rural, Commercial Recreation, Industrial, and Agriculture.

2. Present and probable need for public facilities and services in the area The City is a full-service city and provides Administration, Airport, Animal Control, Electric Utility, Fire and Emergency Services, Law Enforcement, Community Development, Community Services (such as Library, Parks and Recreation), Public Works, Solid Waste, Stormwater, Wastewater, and Water municipal services within its jurisdictional boundary as addressed in this MSR. The areas within the proposed SOI updates reflect the appropriate current and nearterm jurisdictional boundaries as well as service areas of the affected agencies as determined by the Commission. Accordingly, the City’s SOI should be updated to reflect the changes described in the “SOI Study” section of this report.

3. Present capacity of public facilities and adequacy of public services that the agency provides or is authorized to provide
The City has the capability and capacity to adequately meet existing service demand and some level of increased future service demand. A comprehensive evaluation of public services and Exhibit A

City of Paso Robles
MSR & SOI Study
100
adequacy therein for the City has been prepared by the Commission as part of this MSR. In order to continue serving current needs and plan for anticipated future growth, the City is encouraged to continue with planned upgrades to its facilities as identified in its capital improvement program. Accordingly, the City’s SOI should be updated to reflect the changes described in the “SOI Study” section and as seen in Figure 26 of this report.

4. Existence of any social or economic communities of interest in the area if the commission determines that they are relevant to the agency
There are no social or economic communities of interest within the City service area boundary.

5. For an update of the sphere of influence of a city or special district that provides public facilities or services related to sewers, municipal and industrial water, or structural fire protection, the present and probable need for those public facilities and services of any disadvantaged unincorporated communities within the existing sphere There are no DUCs within the City’s service area, existing or proposed SOI that meet the definition of a DUC as outlined in Government Code Section 56033.5. However, two DUCs are located adjacent to the City’s service area and a portion of the existing SOI. Paso Robles/Templeton DUC Area 1 and Paso Robles DUC Area 2. The DUCs contain some areas that are uninhabited. There are known deficiencies within a portion of the Paso Robles/Templeton DUC Area 1, consisting of the Rancho Paso MHP, which was studied further in the SOI section of this report. While preliminary discussions have taken place among affected parties (RWQCB, SWRCB, City, TCSD, LAFCO, and Rancho Paso MHP), no viable solutions have yet been identified.

Ongoing efforts are underway to explore the potential consolidation of Rancho Paso MHP, Walnut Hills MWC, and Los Robles MHP with neighboring public agencies for water and/or wastewater services. Should the City seek to evaluate any of the City’s surrounding areas for an SOI amendment or annexation in the future, disadvantaged communities should be considered further, in alignment with objectives to ensure equitable access to public services and infrastructure.

California Environmental Quality Act
The California Environmental Quality Act (CEQA) is contained in the Public Resources Code Section 21000, et seq. Under this law, public agencies are required to evaluate the potential environmental Exhibit A

City of Paso Robles
MSR & SOI Study
101
effects of their actions. This MSR & SOI Study for the City of Paso Robles is exempt from CEQA review pursuant to Section 15306 of the CEQA Guidelines, Class 6 – Information Collection and Section 15061 (b)(3) the General Rule Exemption. This report is based on the use of the MSR as a tool for data collection and service evaluation. The MSR & SOI Study will not result in any significant environmental impact, as it does not authorize new municipal service powers. Additionally, the study does not involve changes to land use or introduce activities that would affect the environment.

Exhibit A

City of Paso Robles
MSR & SOI Study
102

APPENDIX
Document Sources
Agency Contacts
• Warren Frace, City of Paso Robles, Community Development Director • Darren Nash, City of Paso Robles, City Planner
• Darcy Delgado, City of Paso Robles, Associate Planner Websites
• American Community Survey, Demographic Information
www.census.gov
• City of Paso Robles | Official Website
https://www.prcity.com/
• City of Paso Robles Municipal Code
https://library.municode.com/ca/el_paso_de_robles/codes/code_of_ordinances • SAFER Dashboard
https://www.waterboards.ca.gov/drinking_water/certlic/drinkingwater/saferdashboard.html • United States Department of Justice, Federal Bureau of Investigation, Crime Data Explorer https://cde.ucr.cjis.gov/LATEST/webapp/#/pages/explorer/crime/crime-trend • United States National Fire Protection Association, US Fire Department Profile https://www.nfpa.org/education-and-research/research/nfpa-research/fire-statisticalreports/us-fire-department-profile Publications/ Documents
• City Adopted Comprehensive Fee Schedule, For City Services Fiscal Year 2024-2025 • City Approved Fiscal Year 2024-25 & 2025-26 Operating and Capital Budget Report • City Audited Financial Statements June 30, 2020, through June 30, 2024 • City Council Policies & Procedures, December 2001, Latest revisions May 2017 • City Elected Official Stiped and Benefit Information, January 2025 • City General Plan, Latest Revision 2020
• City Fire and Emergency Services Annual Report 2022
• City Fire and Emergency Services, Community Risk Assessment/ Standards of Cover & FiveYear Strategic Plan, April 2022 • City Fiscal Year 2022-2023 Year In Review
Exhibit A

City of Paso Robles
MSR & SOI Study
103
• City Public Protection Classification Summary Report, Paso Robles CA, September 1, 2020 • City Recreation Services Strategic Plan 2022-2026, January 2022 • City Recycled Water Master Plan, March 2014
• City Redistricting 2021 Green Map, Approved 2022
• City Response to LAFCO MSR-SOI Request for Information Questionnaire, December 2022 • City Urban Water Management Plan, July 2021
• City Wastewater Treatment Plant 2024 Annual Report, January 2025 • City 2019 Wastewater Collection System Renewal Strategy and Master Plan • San Luis Obispo Council of Governments, 2050 Regional Growth Forecast for San Luis Obispo County, June 2017
• Sphere of Influence Update and Municipal Service Review for the City of Paso Robles, February 2013
Exhibits
Exhibit A: June 4, 2024, Regular City Council Meeting Staff Report Exhibit B: August 21, 2025, City Response Letter
Exhibit A

Exhibit A
June 4, 2024, Regular City Council Meeting Staff Report Exhibit A

Council Agenda Report
From: Warren Frace, Community Development Director
Subject: Status Briefing and General Direction – LAFCO’s decennial Sphere of Influence and Municipal Service Review Update process
CEQA Determination: The City finds that this action is not a project under the California Environmental Quality Act pursuant to State CEQA Guidelines, Sections §§ 15060, subd. (c)(2)-(3), 15378, subd. (b)(5).

Date: June 4, 2024
Facts

1. The San Luis Obispo Local Agency Formation Commission (“SLO LAFCO”) is initiating the decennial update of the Sphere of Influence and Municipal Service Review document for the City of Paso Robles.

2. A Sphere of Influence is a boundary for the expected future City limits and service areas of a local agency or jurisdiction. As such, it does not give property inside the Sphere boundary any more development rights than what already exist. The Sphere of Influence Boundary is a long-range planning tool that assists LAFCO in making decisions about a jurisdiction’s future boundary. The Sphere indicates areas that might be served by the City in the future and is generally considered a 20- year, long range planning tool.

3. A Municipal Service Review evaluates the capability of a jurisdiction to serve their existing residents and future development in their Sphere of Influence.

4. Because the two go hand in hand, a Municipal Service Review and Sphere of Influence update are conducted in conjunction.

5. Prior to updating the Sphere of Influence/Municipal Service Review, the City needs to inform SLO LAFCO if any Sphere areas changes need to be studied.

6. City staff has created a map and scorecard for the SOI areas that analyzes the City’s ability to serve these areas and the potential public benefit potential (Attachments 2 and 3).

7. The SOI Map has been analyzed by all City departments, and, as a result, several areas within the Sphere are suggested to be removed, while other areas outside the Sphere are suggested to be added (Attachment 3).

8. The City Council is requested to provide direction on which areas to include in the updated Sphere of Influence which will be passed on to SLO LAFCO as they prepare their update to the City’s Sphere of Influence/Municipal Service Review.

Options

1. Direct staff to forward the Proposed Sphere of Influence map to SLO LAFCO (Attachment 3); or

2. Direct staff to forward a revised Sphere of Influence map to SLO LAFCO based on specific changes provided by the City Council; or

3. Refer the item back to staff or additional analysis; or

4. Provide alternative direction to staff.

Exhibit A

Analysis and Conclusions
The San Luis Obispo Local Agency Formation Commission (“SLO LAFCO”) is working to prepare an update of the City’s Sphere of Influence (“SOI”) and the Municipal Service Review (“MSR”) and has asked City staff to relay any changes to the Sphere that should be considered by their agency.

City staff has identified a total of 11 study areas, which includes both existing and new SOI areas, to be considered for potential changes. All City Departments “ranked” each of the study areas based on the following factors (Attachment 2):
 Fire Hazard
 Emergency Access
 Water service
 Sewer service
 Roads and transportation
 Environmental sensitivity
 Economic Development potential
 Affordable housing potential
 Financial impact to City of Paso Robles

Exhibit A

Exhibit A

Based on input from the various departments and the results of the scoring exercise, six (6) areas within the Sphere are suggested to be removed, two (2) areas outside the Sphere are suggested to be included, and three (3) already in the Sphere are recommended to remain. The City Council is requested to provide final direction on which areas to include in the updated Sphere of Influence which will be passed on to SLO LAFCO as they prepare their update to the City’s Sphere of Influence / Municipal Service Review.

SOI Study
Area Description/ Location Status SOI Recommendation
Area 1 Mill Road Existing Remain
Area 2 East Chandler Ranch area Existing Remove
Area 3 SW corner of Charlois / S River
Road (Oak Lane) Existing Remove
Area 4 South Ramada Drive Existing Remain
Area 5 Bailey Drive Existing Remove
Area 6 W 19th Street Existing Remove
Area 7 Nacimiento Lake Drive / Mustang
Springs Road Existing Remove
Area 8 North Vine Street Existing Remove
Area 9 Wisteria Lane west of Golden Hill
Road New Include
Area 10 Buena Vista Drive west of Airport
Road New Include
Area 11 Union Rd near the Landfill Existing Remain
Fiscal Impact
There could be future fiscal impacts from changing the Sphere of Influence. For instance, removing areas from the Sphere that have low economic potential and greater financial impacts could result in incurred costs. Including areas in the Sphere that have high economic potential and low financial impacts could result in cost savings. The scorecard process included a potential fiscal impact assessment.

CEQA
The City finds that the proposed actions are not subject to the California Environmental Quality Act (“CEQA”) because they do not qualify as a “project” under CEQA. The proposed actions include directing City staff to forward a revised Sphere of Influence map to SLO LAFCO or referring the item back to staff for further action. Such actions are considered administrative activities that will not result in a physical change in the environment, and therefore are not subject to CEQA pursuant to State CEQA Guidelines, Section 15378(b)(5).

Moreover, the proposed actions are not subject to CEQA pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment), and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines because they have no potential for resulting in physical change to the environment, directly or indirectly, as they

Exhibit A

merely require the Council to direct staff to forward a revised Sphere of Influence map to SLO LAFCO or refer the item back to staff for further action.

Recommendation (Option 1)
Staff recommends that the City Council direct staff to provide the Proposed Sphere of Influence map to SLO LAFCO (Attachment 3) and adopt Resolution 24-XXX directing staff to forward the recommended changes to the Sphere of Influence study areas to SLO LAFCO (Attachment 1).

Attachments

1. Resolution 24-XXX - Municipal Service Review
a. Exhibit A - Sphere of Influence Scorecard
b. Exhibit B - Sphere of Influence Proposed Map
c. Exhibit C - Recommended Sphere Study Areas

Exhibit A

Attachment 1
RESOLUTION 24-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PASO ROBLES

DIRECTING CITY STAFF TO FORWARD RECOMMENDED CHANGES TO THE SPHERE OF INFLUENCE STUDY AREAS AS PART OF LAFCO’S SPHERE OF INFLUENCE AND MUNICIPAL SERVICE REVIEW

UPDATE PROCESS AND FINDING THE ACTION TO BE EXEMPT FROM CEQA UNDER STATE CEQA GUIDELINES SECTIONS 15060 AND 15378
WHEREAS, the San Luis Obispo Local Agency Formation Commission (“SLO LAFCO”) is initiating the decennial update of the Sphere of Influence and Municipal Service Review document for the City of Paso Robles; and
WHEREAS, a Sphere of Influence is a boundary for the expected future City limits and service areas of a local agency or jurisdiction. As such, it does not give property inside the Sphere boundary any more development rights than what already exist. The Sphere of Influence Boundary is a long-range planning tool that assists LAFCO in making decisions about a jurisdiction’s future boundary. The Sphere indicates areas that might be served by the City in the future and is generally considered a 20- year, long range planning tool; and
WHEREAS, a Municipal Service Review evaluates the capability of a jurisdiction to serve their existing residents and future development in their Sphere of Influence; and WHEREAS, because the two go hand in hand, a Municipal Service Review and Sphere of Influence update are conducted in conjunction; and
WHEREAS, prior to updating the Sphere of Influence/Municipal Service Review, the City needs to inform SLO LAFCO if any Sphere areas changes need to be studied; and WHEREAS, City staff has created a map and scorecard for the SOI areas that analyzes the City’s ability to serve these areas and the potential public benefit potential (Exhibit A); and WHEREAS, the SOI Map has been analyzed by all City departments using the scorecard set forth in Exhibit A, and as a result, several areas within the Sphere are suggested to be removed, while other areas outside the Sphere are suggested to be added (Exhibit B); and WHEREAS, the City Council is requested to provide direction on which areas to include in the updated Sphere of Influence which will be passed on to SLO LAFCO as they prepare their update to the City’s Sphere of Influence / Municipal Service Review; and
WHEREAS, the City finds that this action is not a project under the California Environmental Quality Act pursuant to State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378, subd. (b)(5); and WHEREAS, at their regular meeting on June 4, 2024, the City Council considered the facts as presented in the staff report prepared for this project and accepted public testimony regarding this recommended changes to the Sphere of Influence study areas.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EL PASO DE ROBLES DOES HEREBY RESOLVE AS FOLLOWS:

Exhibit A

Attachment 1
Section 1. All of the above recitals are true and correct and incorporated herein by reference.

Section 2. The City Council finds that the proposed actions are not subject to the California Environmental Quality Act (“CEQA”) because they do not qualify as a “project” under CEQA. The proposed actions include directing City staff to forward a revised Sphere of Influence map to SLO LAFCO. Such actions are considered administrative activities that will not result in a physical change in the environment, and therefore are not subject to CEQA pursuant to State CEQA Guidelines, Section 15378(b)(5).

Moreover, the proposed actions are not subject to CEQA pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment), and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines because they have no potential for resulting in physical change to the environment, directly or indirectly, as they merely require the City Council to direct staff to forward a revised Sphere of Influence map to SLO LAFCO.

Section 3. The City Council hereby approves the Recommended Sphere Study Areas attached hereto as Exhibit C and incorporated herein by reference.

Section 4. The City Council directs City staff to provide the Sphere of Influence Proposed Map attached hereto as Exhibit B and incorporated herein by reference to the San Luis Obispo Local Agency Formation Commission.

APPROVED this 4th day of June 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

John R. Hamon, Jr., Mayor
ATTEST:

Melissa Boyer, City Clerk
Exhibit A - Sphere of Influence Scorecard
Exhibit B – Sphere of Influence Proposed Map
Exhibit C – Recommended Sphere Study Areas

Exhibit A

Exhibit A

Exhibit A

Exhibit B
Sphere of Influence Study Area Map

Exhibit A

Exhibit C
SOI Study
Area Description/ Location Status SOI Recommendation
Area 1 Mill Road Existing Remain
Area 2 East Chandler Ranch area Existing Remove
Area 3 SW corner of Charlois / S River
Road (Oak Lane) Existing Remove
Area 4 South Ramada Drive Existing Remain
Area 5 Bailey Drive Existing Remove
Area 6 W 19th Street Existing Remove
Area 7 Nacimiento Lake Drive / Mustang
Springs Road Existing Remove
Area 8 North Vine Street Existing Remove
Area 9 Wisteria Lane west of Golden Hill
Road New Include
Area 10 Buena Vista Drive west of Airport
Road New Include
Area 11 Union Rd near the Landfill Existing Remain

Exhibit A

Exhibit B
August 21, 2025, City Response Letter
Exhibit A

1000 SPRING STREET · PASO ROBLES, CALIFORNIA, 93446 · Page 1 of 2 August 21, 2025
Imelda Marquez-Vawter, LAFCO Senior Analyst
1042 Pacific Street, Suite A
San Luis Obispo, CA 93401
Re: City of Paso Robles Municipal Service Review and Sphere of Influence Status Update: New Study Areas Dear Ms. Imelda Marquez-Vawter:

The City of Paso Robles has reviewed LAFCO’s memorandum dated July 21, 2025, regarding including the Walnut Hills Mutual Water Company, Almira Water Association, Ranch Paso Mobile Home Park, and Mustang Springs Water Company as Study Areas for future Annexation. After careful consideration, the City must decline to pursue annexation or consolidation of any of these areas at this time, for the reasons described below. These areas are in the County of San Luis Obispo, the County approved these developments, and the City believes that the County should be responsible for providing solutions that address the long-term service needs of each area.

1. These water and sewer systems are outside the City limits. The City has no interest in annexing these properties. Annexing these properties would create significant negative fiscal impacts to the City’s General Fund. Under the existing tax-sharing agreement, the majority of property tax revenue remains with the County which makes residential annexations net-negative to the City’s General Fund and creates longterm strains on public safety and other essential municipal services.

2. The County approved each of the subject development projects and therefore the County needs to take the lead in finding solutions. The County verified that these developments would be able to supply water and wastewater services to the residents. Accordingly, the County, not the City, bears the primary responsibility to address service challenges in these areas and the obligation to help its citizens. The City and other nearby water suppliers and treatment works must not be looked at as a failsafe for inadequate planning.

3. The City is prohibited from suppling water to new users outside the City’s corporate boundaries and jurisdiction. City Municipal Code Section 14.04.280 prohibits the City from supplying water outside the City.

The City’s is also prohibited from issuing sewer permits outside the City’s boundaries and jurisdiction (Municipal Code Section 14.08.180).

4. The Walnut Hills Mutual Water Company is within the Templeton C.S.D. sphere of influence. It is appropriate that Templeton C.S.D. consider consolidation or annexation.

5. The infrastructure serving these developments was not constructed to City standards. Consolidating these systems would cause an undue burden on the City’s Tax and Ratepayers whose infrastructure was built to City standards before it was accepted—by receiving sub-standard infrastructure, the City would be committing to long term liability associated with its operation and eventual replacement. And, bringing existing utilities within the subject developments to City standards and extending utilities service to these areas, the City Tax and Ratepayers would be subsidizing these developments.

Exhibit A

1000 SPRING STREET · PASO ROBLES, CALIFORNIA, 93446 · Page 2 of 2

6. Any money the City spends on improving the utilities serving these areas would open the City to a Proposition 218 lawsuit. The rate payers of Paso Robles would essentially be subsidizing these developments when any repair or upgrade is completed. This is a clear violation of Prop 218 as the City can only spend money on projects and maintenance that are covered in the rates presented to the voters.

7. The City would have no control over these un-annexed areas in instances where water use restrictions are put in place. This would put the City at risk of State fines during a drought declared emergency.

8. Annexation are complex, multi-year projects that typically require a minimum of 5-10 years to complete and are costly. Any area where a sphere of influence is needed would take even longer. Both require substantial funding, and those costs could not be paid by the City. It is also unlikely that every landowner would vote in the affirmative for annexation. A no vote would leave areas outside the City, and the City would not be able to serve them with water. Lastly, the City would require that all the infrastructure be brought up to City Standards. This would be prohibitively expensive for the landowners. The quickest viable alternative is for the County to step in and assume responsibility for providing long-term service solutions.

Should you have any questions, please contact Associate Planner Darcy Delgado, or City Planner Darren Nash at 805.237.3970.

Sincerely,
Christopher Alakel
Utilities Director
cc: Warren Frace, Community Development Director
Darcy Delgado, Associate Planner
Darren Nash, City Planner
Leslie Frasier, City Engineer/Deputy Community Development Director Exhibit A

Exhibit A

Council Agenda Report
From: Ryan Cornell, Administrative Services Director
Catherine Piatti, Finance Manager
Subject: Annual Comprehensive Financial Report for Fiscal Year 2024-25 CEQA Determination: The City finds that this action is not a project under the California Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378.

Date: December 2, 2025
Facts

1. State law requires that every general-purpose local government publish, within six months of the close of each fiscal year, a complete set of audited financial statements. This Annual Comprehensive Financial Report (ACFR) has been published to fulfill this requirement.

2. The ACFR is prepared in accordance with generally accepted accounting procedures (GAAP), including compliance with pronouncements issued by the Governmental Accounting Standards Board (GASB).

The report is designed to highlight changes in the City’s financial condition and practices over time and to allow consistency between state, municipal, and other governmental agencies.

3. On March 18, 2024, City Council authorized the City Manager to enter into a contract with Moss, Levy, & Harzheim, LLP, for auditing services. Moss, Levy & Hartzheim, LLP is a Certified Public Accounting firm specializing in audits of cities, school districts, community services district, and other types of governmental entities throughout the State.

4. City management is responsible for the preparation and fair presentation of the financial statements as well as the design, implementation, and maintenance of internal control. Internal controls are the mechanisms, rules, and procedures implemented by the City to ensure the integrity of financial and accounting information, promote accountability, and prevent fraud.

5. Moss, Levy & Harzheim, LLP issued an unqualified opinion, meaning that the financial statements and other information reported in the ACFR fairly represent, in all material respects, the financial position of the City as of June 30, 2025 and the financial activities beginning on July 1, 2024 and ending on June 30, 2025.

6. In addition to receiving an unqualified opinion, the auditors did not note any deficiencies within the City’s accounting practices or internal controls, thus informing the community that the City’s financial practices contribute to the City’s commitment to be trustworthy stewards of the community’s tax dollars. Over the past 25 years, the City has excelled in financial reporting, resulting in various awards and audits that have been clear of findings and material misstatements.

7. Hard copies of the ACFR are available for review in the City Library and City Clerk’s Office at 1000 Spring Street, and the Administrative Services Office at 4305 Second Wind Way. A reference copy for the City Council has been placed in the City Council office. An electronic copy of the ACFR is also available on the City’s website.

Options

1. Take no action;

2. Receive and file the Annual Comprehensive Financial Report for fiscal year ending June 30, 2025; or

3. Provide alternative direction to staff or the auditor.

Analysis and Conclusions
State law requires that every general-purpose local government publish an annual report on its financial position and activity, and that the report be audited by an independent firm of certified public accountants. Taken together, the ACFR, the multi-year fiscal forecast, and the budget provide the best overview of the City’s fiscal health and opportunities for future financial stability. Because the ACFR is audited by an independent expert, the report provides additional assurance to the community that the City is being a responsible steward of the community’s tax dollars.

The City's financial statements, internal documents, and controls have been audited by Moss, Levy & Hartzhiem, LLP. The goal of the independent audit was to provide reasonable assurance that the financial statements of the City for the fiscal year ended June 30, 2025 are free of material misstatements. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; assessing the accounting principles used and significant estimates made by management; and evaluating the overall financial statement presentation. The independent auditor’s report is presented as the first component of the financial section of the ACFR.

ACFR Organization
The City’s ACFR is organized into three major sections: Introductory, Financial, and Statistical. The following is a brief summary of the contents of each of these sections:

1. Introductory Section: The letter of transmittal and other information of general interest are presented in this section including the organizational chart, directory of officials as well as the Government Finance Officers Association’s Certificate of Achievement for Excellence in Financial Reporting. The letter of transmittal is an opportunity for management to provide an overview of the City’s activities, prospective information as well as subjective information useful in assessing the City’s economic condition.

2. Financial Section: The financial section includes the report of the independent auditor, management’s discussion and analysis, basic financial statements (including notes), required supplementary information and related notes, combining statements (i.e., non-major funds), and individual fund financial statements and schedules.

3. Statistical Section: The statistical section offers operational, economic, and historical data that provides a context for assessing the City’s economic condition. Such data includes information on financial trends, revenue and debt capacity, demographic, economic, and operating indicators.

Recognition for Excellence in Financial Reporting
The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City for its annual comprehensive report for the fiscal year ended June 30, 2024. This was the sixth time the City has received the award from GFOA. Previously, the City was awarded the California Society of Municipal Finance Officers Certificate for Outstanding Financial Reporting for 19 consecutive years. To receive the award, the City published an easily readable and efficiently organized ACFR that satisfied accounting principles generally accepted in the United States of America and all applicable legal requirements.

A Certificate of Achievement for Excellence in Financial Reporting is valid for a period of one year only.

However, staff believes that the current ACFR continues to meet the certificate requirements and will be submitting it to the GFOA to determine its eligibility for another certificate.

The City also received the GFOA’s Distinguished Budget Presentation Award for its Operating and Capital Budget Report for Fiscal Year 2024-25 and 2025-26 on August 12, 2024. To qualify for this award, the City’s budget document had to be judged proficient as a policy document, a financial plan, an operations guide, and a communication device.

Fiscal Impact
None.

CEQA
The City finds that this action is not a project under the California Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378.

Recommendation (Option 2)
Receive and file the Annual Comprehensive Financial Report, which includes the Independent Auditor’s Report on the City’s financial statements, for the fiscal year ended, June 30, 2025.

Attachments

1. Annual Comprehensive Financial Report for Fiscal Year Ended June 30, 2025.

Attachment 1
The Annual Comprehensive Financial Report
for Fiscal Year Ended June 30, 2025 will be
addended to the agenda asap.

Council Agenda Report
From: Ryan Cornell, Administrative Services Director
Subject: Approval of Resolutions Authorizing the Issuance of Special Tax Bonds for and on Behalf of the City of Paso Robles Community Facilities District No. 2022-1N (Olsen/South Chandler Ranch-Facilities) (Improvement Area No. 1), Execution of a Fiscal Agent Agre CEQA Determination: The City finds that this action is not a project under the California Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378.

Date: December 2, 2025
Facts

1. On August 2, 2022, the City Council approved Resolution 22-113, establishing Community Facilities District (CFD) No. 2022-1N (Olsen/South Chandler Ranch-Facilities) (hereinafter referred collectively as the “District”) to assist in the financing, acquisition, and construction of certain public facilities and payment of certain fees within portions of the Olsen/South Chandler Ranch project.

2. On August 2, 2022, City Council approved Resolution No. 22-114, which was then amended by Resolution No. 25-031, that declared the necessity to incur bonded indebtedness in a maximum principal amount not to exceed $21 million for Improvement Area No. 1 of the District.

3. The appraised value of the taxable property within Improvement Area No. 1 of the District, based upon the appraisal prepared by Integra Realty Resources, is $53,692,000.

4. Should bonds be issued and sold in an aggregate principal amount that does not exceed $13,420,000, the appraised value of the taxable property in Improvement Area No. 1 of the District will be more no more than four times such principal amount of the bonds.

5. The payment of the principal of and interest of the bonds are secured by special taxes levied on parcels of taxable property in Improvement Area No. 1.

6. A Purchase Contract (Attachment No. 4), whereby Stifel Nicolas & Co., Inc. (the “Underwriter”) has offered to purchase the bonds from the City and form a Preliminary Official Statement (the “POS”) related to bonds, the terms thereof, and the security for the bonds.

7. A form of Fiscal Agent Agreement (Attachment No. 2), with respect to the bonds to be executed and delivered by the City and the Fiscal Agent, whereby the Fiscal Agent will authenticate and deliver the bond and perform certain other duties.

8. A form of Continuing Disclosure Certificate shall be executed and delivered by the City for the benefit of the owners of the bonds and in order to assist the Underwriter in complying with Rule 15c12(b)(5) of the Securities and Exchange Commission, as amended.

9. The City has considered the forms of the Fiscal Agent Agreement, the Continuing Disclosure Certificate, the Purchase Contract, and the Preliminary Official Statement; and has determined that it is in the best interest of the owners of property in and the future residents of the District that the City Council authorize the issuance and sale bonds and the execution and delivery of said agreements, and approve and authorize the distribution of the Preliminary Official Statement subject to the conditions hereinafter contained.

10. Section 5852.1 of the Government Code of the State of California (“Section 5852.1”) provides that the City Council obtain from an underwriter, financial advisor, or private lender and disclose good faith estimates of: (a) the true interest cost of the bonds; (b) the finance charge of the bonds, meaning the sum of all fees and charges paid to third parties; (c) the amount of proceeds of the bonds received less the finance charge described above and any reserves or capitalized interest paid or funded with proceeds of the bonds; and (d) the sum total of all debt service payments on the bonds calculated to the final maturity of the bonds plus the fees and charges paid to third parties not paid with the proceeds of the bonds.

11. The City has obtained such good faith estimates from NHA Advisors, LLC, the City’s municipal advisor (the “Municipal Advisor”), and such estimates are disclosed in Exhibit A attached hereto and incorporated herein by reference in accordance with Section 5852.1.

Options

1. Take no action;

2. Approve resolutions authorizing issuance of bonds;

3. Provide alternative direction to staff.

Analysis and Conclusions
Assuming the City Council approves this financing, staff will work with the bond finance team to determine the final bond sizing, and the Preliminary Official Statement (POS) will be finalized and posted electronically for investors to review. Assuming the market remains stable, the City; NHA Advisors, LLC, the City’s Municipal Advisor; and Stifel, the bond underwriter, are expected to hold a pre-pricing and pricing calls the week of December 8, 2025, to review bond market conditions and preliminary interest rates, after which, the bonds will be sold. An authorized officer will then execute, on behalf of the City, a Bond Purchase Agreement with Stifel, finalizing the bond interest rates and setting the delivery date, which is anticipated to occur the week of December 22, 2025.

The facilities authorized to be financed from bond proceeds (the “Facilities”) consist of transportation facilities, park and recreation improvements and facilities, parkway and landscaping improvements, public safety facilities including police and fire buildings and equipment, public library and community center facilities, water, wastewater and storm drain improvements, street improvement and general governmental facilities and all appurtenances and appurtenant work in connection with the foregoing facilities, including the costs of engineering, planning, designing, materials testing, coordination, construction, staking, construction management and supervision for such facilities, and to finance the incidental expense to be included, including the cost of engineering, planning and designing the Facilities, all costs, including costs of the property owner petition to form Improvement Area No. 1, associated with the creation of the Improvement Area No. 1, the issuance of bonds, the determination of the amount of special taxes to be levied and costs otherwise incurred in order to carry out the authorized purposes of Improvement Area No. 1, and any other expenses incidental to the construction, acquisition, modification, rehabilitation, completion and inspection of the facilities, and any capital improvement fee imposed by any local agency pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) that serves or is required for the project.

Descriptions of these documents are as follows:

a. Fiscal Agent Agreement: This agreement allows U.S. Bank to act on behalf of the City to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds, and the administration and payment of the Bonds.
b. Preliminary Official Statement: This document serves as the prospectus for the Bonds. It is the disclosure document relied on by Bond investors that details the underlying security for the Bonds and all associated investment risks. The Preliminary Official Statement is the offering document used by the underwriter to market the Bonds and indicated how investors in the Bonds will be repaid.
c. Bond Purchase Agreement: This agreement is a legally binding document between the issuer (City on behalf of Improvement Area No. 1) and the Underwriter establishing the terms of the Bond sale. After the issuer delivers the Bonds to the underwriter, and the underwriter pays the issuer for them, the underwriter will put the Bonds on the market at the price and yield established during the Bond pricing call, currently scheduled for the week of December 8, 2025, and investors will purchase the Bonds from the underwriter.

Fiscal Impact
There is no fiscal impact. The special tax bonds are secured solely by the special taxes levied within Improvement Area No. 1 and are not a debt of the City’s General Fund. Costs of issuance are payable solely from bond proceeds.

CEQA
The City finds that this action is not a project under the California Environmental Quality Act pursuant to State Guidelines Section State CEQA Guidelines, §§ 15060, subd. (c)(2)-(3), 15378.

Recommendation (Option 2)
Approve Resolution 25-XXX, authorizing the execution and delivery of bonds in connection with the financing of public improvements within IA No. 1; authorizing and directing execution of a Fiscal Agent Agreement, Bond Purchase Agreement, and other related documents; authorizing the sale of the bonds through a negotiated sale; and authorizing official actions and execution of related documents.

Attachments

1. Resolution 25-XXX - Special Tax Bonds of Issuance - CFD 2022-1N - IA1

2. Fiscal Agent Agreement

3. Preliminary Official Statement

4. Bond Purchase Agreement

Attachment 1
1 RESOLUTION 25-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL PASO DE ROBLES AUTHORIZING THE ISSUANCE OF PARITY BONDS OF COMMUNITY FACILITIES DISTRICT NO. 2022-1N (OLSEN/SOUTH CHANDLER - FACILITIES) (IMPROVEMENT AREA NO. 1) DESIGNATED 2025 SPECIAL TAX

BONDS, APPOINTING FISCAL AGENT, APPROVING A FISCAL AGENT AGREEMENT AND PURCHASE

CONTRACT AND AUTHORIZING NEGOTIATION OF TERMS OF THE SALE OF SAID BONDS, APPROVING

PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING PREPARATION OF FINAL OFFICIAL

STATEMENT AND APPROVING A CONTINUING DISCLOSURE CERTIFICATE WHEREAS, the City Council (“the City Council”) of the City of El Paso de Robles (the “City”) adopted Resolution No. 22-113 dated August 2, 2022, establishing Community Facilities District 2022-1N (Olsen/South Chandler - Facilities) of the City of El Paso de Robles, County of San Luis Obispo, State of California (the “District”) and Improvement Area No. 1 therein (“Improvement Area No. 1”); and WHEREAS, the City Council adopted Resolution No. 22-114 dated August 2, 2022 (which was amended by Resolution No. 2025-31), determining the necessity for the District to incur bonded indebtedness for Improvement Area No. 1 in an aggregate principal amount not to exceed $21,000,000; and WHEREAS, consolidated special elections were held within the District and Improvement Area No. 1 on May 6, 2025, and there was submitted to the qualified voters of Improvement Area No. 1 (among other propositions) the proposition of whether a bonded indebtedness in an aggregate principal amount not to exceed $21,000,000 should be incurred by and for the District for Improvement Area No. 1 for the purpose of financing certain public facilities for the benefit of the District (the “Facilities”); and more than twothirds of the votes cast in said consolidated special elections were cast in favor of incurring such bonded indebtedness, and the District was thereby authorized to issue bonds for Improvement Area No. 1 in an aggregate principal amount not to exceed $21,000,000 for the purposes set forth in said proposition; and WHEREAS, the City Council has determined that it is necessary that bonds of the District designated “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles 2025 Special Tax Bonds” be issued in an aggregate principal amount which shall not exceed $13,420,000 (the “2025 Bonds”) to finance portions of the Facilities; and WHEREAS, payment of the principal of and interest on 2025 Bonds will be secured by special taxes to be levied on parcels of taxable property in Improvement Area No. 1 (the “Special Taxes”); and WHEREAS, the appraised value of the taxable property within Improvement Area No. 1 of the District, based upon the appraisal prepared by Integra Realty Resources (the “Appraiser”) and as set forth in the report of the Appraiser (the “Appraisal”), is $53,692,000 as of September 8, 2025; and WHEREAS, if the 2025 Bonds are issued and sold in an aggregate principal amount that does not exceed $13,420,000, the appraised value of the Taxable Property in Improvement Area No. 1 of the District, as set forth in the Appraisal will be more than four (4) times such principal amount of the 2025 Bonds and other district bonds; and
WHEREAS, there has been presented to the City Council a form of Purchase Contract (the “Purchase Contract”) whereby Stifel Nicolas & Co., Inc. (the “Underwriter”) has offered to purchase the 2025 Bonds

Attachment 1
2 from the City and a form of Preliminary Official Statement (the “Preliminary Official Statement”) relating to the 2025 Bonds, the terms thereof, and the security for the 2025 Bonds; and WHEREAS, there has also been presented to the City Council a form of Fiscal Agent Agreement (the “Fiscal Agent Agreement”) with respect to the 2025 Bonds to be executed and delivered by the City and the Fiscal Agent, defined below, whereby the Fiscal Agent will authenticate and deliver the 2025 Bonds and perform certain other duties; and
WHEREAS, there has also been presented to the City Council a form of Continuing Disclosure Certificate to be executed and delivered by the City (the “Continuing Disclosure Certificate”) for the benefit of the owners of the 2025 Bonds and in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission, as amended (the “Rule”); and WHEREAS, the City Council has considered the forms of the Fiscal Agent Agreement, the Continuing Disclosure Certificate, the Purchase Contract, and the Preliminary Official Statement; and has determined that it is in the best interest of the owners of property in and the future residents of the District that the City Council authorize the issuance and sale of the 2025 Bonds and the execution and delivery of said agreements, and approve and authorize the distribution of the Preliminary Official Statement subject to the conditions hereinafter contained; and
WHEREAS, Section 5852.1 of the Government Code of the State of California (“Section 5852.1”) provides that the City Council obtain from an underwriter, financial advisor, or private lender and disclose (in a meeting open to the public, prior to authorization of the issuance of the 2025 Bonds) good faith estimates of: (a) the true interest cost of the 2025 Bonds; (b) the finance charge of the 2025 Bonds, meaning the sum of all fees and charges paid to third parties; (c) the amount of proceeds of the 2025 Bonds received less the finance charge described above and any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds; and (d) the sum total of all debt service payments on the 2025 Bonds calculated to the final maturity of the 2025 Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2025 Bonds; and
WHEREAS, the City Council has obtained such good faith estimates from NHA Advisors, LLC, the City’s municipal advisor (the “Municipal Advisor”), and such estimates are disclosed in Exhibit A attached hereto and incorporated herein by reference in accordance with Section 5852.1; and WHEREAS, the City Council wishes at this time to authorize all proceedings relating to the issuance and sale of the 2025 Bonds and all other agreements and documents relating thereto.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EL PASO DE ROBLES DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. Findings. The City Council finds that (a) the preceding recitals are true and correct; (b) the sale of the 2025 Bonds at private sale, without advertising for bids, will result in a lower overall cost to the District; and (c) if the 2025 Bonds are issued and sold in an aggregate principal amount that does not exceed $13,420,000, the appraised value of the Taxable Property in Improvement Area No. 1 of the District, as set forth in the Appraisal will be more than four (4) times such principal amount of the 2025 Bond and other district bonds.

Attachment 1
3 SECTION 2. Authorization of the Issuance of the 2025 Bonds. The City Council authorizes the issuance and sale of the 2025 Bonds in an aggregate principal amount which shall not exceed $13,420,000. The Mayor, the City Manager, and the Finance Director (each an “Authorized Representative”) are authorized and directed to take all steps and actions which are necessary to accomplish the issuance, sale, and delivery of the 2025 Bonds pursuant to the authorization given by and the conditions specified in this resolution. The Mayor and the City Clerk of the City are authorized to execute the 2025 Bonds for and on behalf of the City and the District by their manual or facsimile signatures. The 2025 Bonds shall be dated as of their date of delivery pursuant to the Purchase Contract.

SECTION 3. Approval of Fiscal Agent Agreement. The form of Fiscal Agent Agreement which provides generally for (i) the authentication and delivery by the Fiscal Agent of the 2025 Bonds, (ii) the establishment and administration by the Fiscal Agent of certain funds and accounts for the benefit of the City and the owners of the 2025 Bonds, (iii) the payment by the Fiscal Agent of the principal of and interest on the 2025 Bonds from the Special Tax Revenues (as defined therein), and (iv) the performance of other duties by the Fiscal Agent is approved in the form provided to the City Council at the meeting at which this Resolution is adopted; and the Authorized Representatives are each individually authorized to execute and deliver, on behalf of the City, such Fiscal Agent Agreement with respect to the 2025 Bonds.

SECTION 4. Approval of Preliminary Official Statement; Preparation of Final Official Statement. The Preliminary Official Statement is approved, and the City Manager or the Finance Director are each authorized to consent to and assist in the preparation of such modifications thereto as may be specified by Best Best & Krieger LLP, bond counsel to the City (“Bond Counsel”) and disclosure counsel to the City (“Disclosure Counsel”), and the Municipal Advisor. The City Manager or the Finance Director are each authorized to determine (with the assistance of Bond Counsel, Disclosure Counsel, and the Municipal Advisor) when the Preliminary Official Statement is to be deemed final within the meaning of the Rule and to deliver a certificate to that effect to the Underwriter. The Underwriter is authorized to distribute the Preliminary Official Statement as approved hereby, or as modified with the consent of the City Manager or the Finance Director to prospective purchasers of the 2025 Bonds. The City Manager or the Finance Director and the Municipal Advisor are authorized to participate in the preparation of the Final Official Statement, based on the Preliminary Official Statement; and such modifications thereto as may be agreed to by Bond Counsel, Disclosure Counsel, the Municipal Advisor, and the Underwriter. The City Manager or the Finance Director are each authorized to sign the Final Official Statement on behalf of the City and the District.

SECTION 5. Appointment of Professionals. The City Council hereby authorizes and approves the following professionals to provide services in connection with the issuance of the Bonds:
(a) Fiscal Agent. The U.S. Bank Trust Company, National Association is appointed as Fiscal Agent pursuant to the Fiscal Agent Agreement, and to take any and all action provided therein to be taken by the Fiscal Agent;
(b) Municipal Advisor. NHA Advisors, LLC is hereby appointed as Municipal Advisor; (c) Bond Counsel and Disclosure Counsel. Best Best & Krieger LLP is hereby appointed as Bond Counsel in connection with the issuance of the 2025 Bonds; and

Attachment 1
4 (d) Special Tax Consultant. DTA Finance is hereby appointed as Special Tax Consultant in connection with the issuance of the 2025 Bonds.

SECTION 6. Sale of 2025 Bonds; Purchase Contract. The City Council approves and authorizes the issuance and sale of the 2025 Bonds by negotiation with the Underwriter pursuant to the Purchase Contract between the City and the Underwriter in the form presented to the City Council at the meeting at which this Resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the City Manager or the Finance Director upon consultation with Bond Counsel and the Municipal Advisor. The City Manager or the Finance Services Director are each authorized and directed to execute and deliver the final form of the Purchase Contract on behalf of the City and the District upon the submission of an offer by the Underwriter to purchase the 2025 Bonds, which offer is acceptable to the City Manager or the Finance Director and is consistent with the requirements of this Resolution; provided that the true interest cost on the 2025 Bonds shall not exceed six percent (6.00%), the Underwriter’s discount for the purchase of the 2025 Bonds shall not be greater than an amount equal to 1.10% (exclusive of original issue discount) of the aggregate principal amount of the 2025 Bonds, and the last maturity of the 2025 Bonds shall be paid and redeemed no later than September 1, 2060. When the City Manager or the Finance Director has negotiated the Purchase Contract with the Underwriter within the parameters specified above (and when the other terms and conditions of the Purchase Contract are satisfactory to the City Manager or the Finance Director and Bond Counsel), the City Manager or the Finance Director is authorized to execute and deliver the Purchase Contract to the Underwriter on behalf of the City and the District.

SECTION 7. Accountability Measures. Pursuant to Section 53410 of the California Government Code, the issuance of and sale of the 2025 Bonds is subject to the following accountability measures:
(a) The proceeds of the 2025 Bonds shall be applied only for the specific purposes identified in the propositions regarding the authorization of the District incurring bonded indebtedness for Improvement Area No. 1 which the qualified electors of Improvement Area No. 1 of the District approved in the election held on August 2, 2022;
(b) Except as otherwise provided in the Fiscal Agent Agreement, the proceeds of the sale of the 2025 Bonds shall be deposited in the funds and accounts established pursuant to the Fiscal Agent Agreement; and the proceeds deposited in each such fund or account shall be expended as provided in the Fiscal Agent Agreement with respect to each such fund or account; and (c) The Finance Director shall file a report with the City Council at least once in each calendar year, beginning in 2025, which shall contain the information required by Section 53411 of the California Government Code with respect to the expenditure of the proceeds of the sale of the 2025 Bonds and the status of the construction and acquisition of the public facilities comprising the Project (as defined in the Fiscal Agent Agreement).

SECTION 8. Findings Regarding the Levy and Rates of Special Taxes. The City Council finds that the City will covenant in the Fiscal Agent Agreement for the benefit of the owners of the 2025 Bonds, and that it will not initiate proceedings under the Act to reduce the Maximum Special Tax rates on then existing Developed Property (as defined in the Fiscal Agent Agreement) in Improvement Area No. 1 below the amounts which are necessary to provide Special Tax Revenues in an amount equal

Attachment 1
5 to estimated Administrative Expenses for the then current Fiscal Year plus an amount equal to one hundred ten percent (110%) of Maximum Annual Debt Service on the Outstanding Bonds. The City Council further finds and determines that any reduction or limitation of the Special Tax rates below the Maximum Rates would interfere with the timely retirement of the Bonds. Capitalized terms used in this Section 8 and not otherwise defined in this Resolution shall have the meanings given such terms in the Fiscal Agent Agreement.

SECTION 9. Approval of Continuing Disclosure Certificate. The Continuing Disclosure Certificate is approved in the form submitted to the City Council at the meeting at which this Resolution is adopted, and the City Manager or the Finance Director is authorized to execute and deliver said certificate on behalf of the City.

SECTION 10. Modifications. The approval of the Fiscal Agent Agreement, the Continuing Disclosure Certificate, and the Purchase Contract given by this Resolution shall apply to any modification or amendment of any of said agreements which is agreed upon and approved by Bond Counsel, the Municipal Advisor, and the City Manager or the Finance Director as being necessary to carry out the provisions thereof and the authorization and direction provided in this Resolution.

SECTION 11. Further Action. The Authorized Representatives are authorized to take any and all action which is directed by Bond Counsel with respect to the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Certificate, and the Purchase Contract; and the issuance, sale, and delivery of the 2025 Bonds, which in the opinion of Bond Counsel is necessary in order for the authorization and direction provided in this resolution to be carried out.

SECTION 12. Conditions of Approval. The approvals, authorization, and direction given by this resolution are conditioned upon the satisfaction of the requirements of Section 6 hereof with respect to the issuance and sale of the 2025 Bonds. The officers of the City designated above shall not take any action with respect to the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Certificate, and the Purchase Contract or the issuance, sale, and delivery of the 2025 Bonds unless and until such conditions are satisfied; provided however that upon satisfaction of such conditions, this resolution shall be fully effective and shall be carried out by such officers without further approval or action of the City Council.

SECTION 13. Effective Date. This Resolution shall take effect upon adoption and shall remain in effect until May 13, 2026; or if the 2025 Bonds are issued prior to said date, until all of the 2025 Bonds are paid at or redeemed prior to maturity.

APPROVED this 2
nd day of December, 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

John R. Hamon, Jr., Mayor
ATTEST:

Melissa Martin, City Clerk

Attachment 1
A-1

EXHIBIT A

GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the 2025 Bonds in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by the Municipal Advisor in consultation with the Underwriter as of November 20, 2025.

Principal Amount. The Municipal Advisor has informed the City that, based on the financing plan and current market conditions, it’s good faith estimate of the aggregate principal amount of the 2025 Bonds to be sold is $13,420,000 (the “Estimated Principal Amount”), which excludes approximately $173,001 of net premium estimated to be generated based on current market conditions, which together total $13,593,001 of total proceeds of the 2025 Bonds. Net premium is generated when, on a net aggregate basis for a single issuance of bonds, the price paid for such bonds is higher than the face value of the bonds.

True Interest Cost of the 2025 Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2025 Bonds is sold and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the 2025 Bonds (which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the 2025 Bonds) is 5.06%.

Finance Charge of the 2025 Bonds. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2025 Bonds is sold and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the 2025 Bonds (which means the sum of all fees and charges paid to third parties or costs associated with the 2025 Bonds), is $336,675.

Amount of Proceeds to be Received. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2025 Bonds is sold and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the City (on behalf of the District) for the sale of the 2025 Bonds (less the finance charge of the 2025 Bonds as estimated above and any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds) is $12,207,882.

Total Payment Amount. The Municipal Advisor has informed the City that, assuming that the Estimated Principal Amount of the 2025 Bonds is sold and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount (which means the sum total of all payments the District will make to pay debt service on the 2025 Bonds plus the finance charge for the 2025 Bonds as described above not paid with the proceeds of the 2025 Bonds, calculated to the final maturity of the 2025 Bonds) is $27,919,413 (excluding any offsets from reserves or capitalized interest).

The foregoing estimates constitute good faith estimates only. The actual principal amount of the 2025 Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom, and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the 2025 Bonds being different than the date

Attachment 1
A-2
assumed for purposes of such estimates, (b) the actual principal amount of 2025 Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the 2025 Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the 2025 Bonds being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the financing plan or finance charges or a combination of such factors. The actual date of sale of the 2025 Bonds and the actual principal amount of 2025 Bonds sold will be determined by the City (on behalf of the District) based on the timing of the need for proceeds of the 2025 Bonds and other factors. The actual interest rates borne by the 2025 Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the 2025 Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City.

82472.04037\44301292.3
Attachment 2

FISCAL AGENT AGREEMENT
by and between

THE CITY OF EL PASO DE ROBLES
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Fiscal Agent
Dated as of December 1, 2025
Relating to
$_____________
Community Facilities District No. 2022-1N
(Olsen/South Chandler - Facilities)
(Improvement Area No. 1)
of the City of El Paso de Robles
Special Tax Bonds, 2025 Series A

82472.04037\44301292.3
TABLE OF CONTENTS Attachment 2
Page
i

ARTICLE I

AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement........................................................................... 2 Section 1.02. Agreement for Benefit of Owners.................................................................... 2 Section 1.03. Definitions........................................................................................................ 2

ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation...................................................................... 14 Section 2.02. Terms of 2025 Bonds..................................................................................... 14 Section 2.03. Redemption.................................................................................................... 15 Section 2.04. Form of Bonds ............................................................................................... 20 Section 2.05. Execution of Bonds........................................................................................ 20 Section 2.06. Transfer of Bonds .......................................................................................... 20 Section 2.07. Exchange of Bonds........................................................................................ 21 Section 2.08. Bond Register................................................................................................. 21 Section 2.09. Temporary Bonds........................................................................................... 21 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen.................................................. 21 Section 2.11. Special Obligation.......................................................................................... 22 Section 2.12. Book-Entry..................................................................................................... 22 Section 2.13. Parity Bond .................................................................................................... 23

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS; IMPROVEMENT FUND; SPECIAL TAX FUND; ADMINISTRATIVE EXPENSE FUND; COSTS OF ISSUANCE FUND
Section 3.01. Issuance and Delivery of Bonds .................................................................... 27 Section 3.02. Application of Proceeds of Sale of 2025 Bonds. ........................................... 27 Section 3.03. Improvement Fund......................................................................................... 27 Section 3.04. Special Tax Fund. .......................................................................................... 28 Section 3.05. Administrative Expense Fund........................................................................ 29 Section 3.06. Costs of Issuance Fund. ................................................................................. 30

ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND; RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues.................................................................... 30 Section 4.02. Bond Fund...................................................................................................... 31 Section 4.03. Reserve Fund. ................................................................................................ 33

ARTICLE V

OTHER COVENANTS OF THE CITY

82472.04037\44301292.3
TABLE OF CONTENTS Attachment 2
(continued)
Page
ii
Section 5.01. Punctual Payment........................................................................................... 35 Section 5.02. Special Obligation.......................................................................................... 35 Section 5.03. Extension of Time for Payment ..................................................................... 35 Section 5.04. Against Encumbrances................................................................................... 35 Section 5.05. Books and Accounts ...................................................................................... 35 Section 5.06. Protection of Security and Rights of Owners ................................................ 36 Section 5.07. Collection of Special Tax Revenues.............................................................. 36 Section 5.08. 5.08 Levy of Special Taxes for Administrative Expenses............................. 37 Section 5.09. Further Assurances......................................................................................... 37 Section 5.10. Tax Covenants ............................................................................................... 37 Section 5.11. Covenant to Foreclose.................................................................................... 38 Section 5.12. Prepayment of Special Taxes......................................................................... 38 Section 5.13. Calculation of Prepayments........................................................................... 38 Section 5.14. Continuing Disclosure ................................................................................... 38 Section 5.15. Accountability Measures ............................................................................... 39 Section 5.16. State Reporting Requirements ....................................................................... 39

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds ................................................ 40 Section 6.02. Rebate Fund; Rebate to the United States...................................................... 41 Section 6.03. Liability of City.............................................................................................. 41 Section 6.04. Employment of Agents by City ..................................................................... 42

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent......................................................................... 42 Section 7.02. Liability of Fiscal Agent ................................................................................ 43 Section 7.03. Information .................................................................................................... 45 Section 7.04. Notice to Fiscal Agent ................................................................................... 45 Section 7.05. Compensation, Indemnification..................................................................... 46 Section 7.06. Books and Accounts ...................................................................................... 46

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted.................................................................................. 46 Section 8.02. Owners’ Meetings.......................................................................................... 47 Section 8.03. Procedure for Amendment with Written Consent of Owners........................ 47 Section 8.04. Disqualified Bonds......................................................................................... 48 Section 8.05. Effect of Supplemental Agreement................................................................ 48 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments.............. 49

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TABLE OF CONTENTS Attachment 2
(continued)
Page
iii
Section 8.07. Amendatory Endorsement of Bonds.............................................................. 49

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ..................................................... 49 Section 9.02. Successor is Deemed Included in All References to Predecessor ................. 49 Section 9.03. Discharge of Agreement. ............................................................................... 49 Section 9.04. Execution of Documents and Proof of Ownership by Owners...................... 50 Section 9.05. Waiver of Personal Liability.......................................................................... 51 Section 9.06. Notices to and Demands on City and Fiscal Agent ....................................... 51 Section 9.07. Partial Invalidity............................................................................................. 51 Section 9.08. Unclaimed Moneys........................................................................................ 51 Section 9.09. Applicable Law.............................................................................................. 52 Section 9.10. Conflict with Act............................................................................................ 52 Section 9.11. Conclusive Evidence of Regularity ............................................................... 52 Section 9.12. Payment on Business Day.............................................................................. 52 Section 9.13. Counterparts................................................................................................... 52 EXHIBIT A – FORM OF 2025 BOND.....................................................................................A-1

82472.04037\44301292.3
Attachment 2
1 FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the “Agreement”) is made and entered into as of December 1, 2025, by and between the City of El Paso de Robles, a municipal corporation (the “City”), for and on behalf of Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles, County of San Luis Obispo, State of California (the “District”), and U.S. Bank Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, as fiscal agent (the “Fiscal Agent”).

W I T N E S S E T H:

WHEREAS, the City Council of the City (the “City Council”) has established the District and designated four improvement areas therein, including Improvement Area No. 1 (“Improvement Area No. 1”) pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”); and
WHEREAS, the District is authorized to incur bonded indebtedness and issue bonds (the “Bonds”) for Improvement Area No. 1 in the aggregate principal amount of $21,000,000 for the purpose of financing the construction and acquisition of certain public facilities, and the City Council has determined that it is necessary that bonds for the District be issued and sold in the aggregate principal amount of $_____________ for the purpose of financing the construction and acquisition of the public facilities which are hereinafter identified as the Project; and WHEREAS, on November __, 2025, the City Council adopted Resolution No. ___________ (the “Resolution”) authorizing the issuance and sale of bonds pursuant to this Agreement, designated “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Special Tax Bonds, 2025 Series A (the “2025 Bonds”) for the purpose of financing the construction and acquisition of such public facilities, or to reimburse the costs thereof; and
WHEREAS, payment of the principal of and interest on the 2025 Bonds will be secured solely by special taxes to be levied on parcels of taxable property in Improvement Area No. 1; and WHEREAS, it is in the public interest and for the benefit of the District, the City, the persons responsible for the payment of special taxes and the owners of the 2025 Bonds that the City enter into this Agreement to provide for the issuance of the 2025 Bonds, the disbursement of proceeds of the 2025 Bonds, the disposition of the special taxes securing the 2025 Bonds, and the administration and payment of the 2025 Bonds; and
WHEREAS, all things necessary to cause the 2025 Bonds, when executed by the City and authenticated by the Fiscal Agent for the District and Improvement Area No. 1 and issued as provided in the Act, the Resolution (as hereinafter defined), and this Agreement provided, to be legal, valid, and binding special obligations of the District in accordance with their terms, and all things necessary to cause the authorization, execution and delivery of this Agreement and the

82472.04037\44301292.3
Attachment 2
2 authorization, execution, authentication and delivery of the Bonds, subject to the terms hereof, have in all respects been duly authorized.

NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution.

Section 1.02. Agreement for Benefit of Owners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City and/or the District shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the owner of any of the Bonds with the same rights it would have if it were not Fiscal Agent.

Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections,” and other subdivisions are to the corresponding Articles, Sections, or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or subdivision hereof.
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code.
“Administrative Expenses” means any or all of the following: the fees and expenses of the Fiscal Agent (including any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto, any amounts paid by the City from its general funds pursuant to Section 6.02 hereof, the fees and expenses of the Municipal Advisor, and the special tax consultant, the costs of the District, the City or any designee of either thereof of complying with the arbitrage rebate requirements; the costs to the District, the City or any designee of either thereof of complying with the District, City or obligated persons disclosure requirements associated with applicable federal and state securities laws and of the Act; the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs of the District, or City, or any designee of either thereof related to an appeal of the Special Tax; the costs associated with the release of funds from an escrow account; and the District’s annual administration fee and third party

82472.04037\44301292.3
Attachment 2
3 expenses; and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the discharge of their respective duties hereunder and, in the case of the City, in any way related to the administration of the District with respect to Improvement Area No. 1. “Administrative Expense Fund” means the fund by that name established by Section 3.05(A) hereof.
“Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. “Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds scheduled to be paid. “Auditor” means the Auditor-Controller of the County of San Luis Obispo. “Authorized Officer” means the City Manager, Public Works Director and Finance Director or any officer or employee of the City authorized by the City Council or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.
“Bond Counsel” means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities.
“Bond Fund” means the fund by that name established by Section 4.02(A) hereof. “Bond Year” means the period beginning on the Closing Date and ending on September 1, 2026, with respect to the 2025 Bonds, and thereafter the period beginning on each September 2 and ending on the following September 1.
“Bonds” means, unless otherwise expressly provided, the 2025 Bonds authorized by and at any time Outstanding pursuant to the Act and this Agreement. “Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of California or in any state in which the Fiscal Agent has its Principal Office are authorized or obligated by law or executive order to be closed. [“Capitalized Interest Sub-Account” means the sub-account by that name within the Interest Account of the Bonds Fund established pursuant to Section 4.02 (A).] “City” means the City of El Paso de Robles, California. “City Council” means the City Council of the City.
“Closing Date” means the date upon which there is an exchange of the 2025 Bonds for the proceeds representing payment of the purchase price of the 2025 Bonds by the Original Purchaser.

82472.04037\44301292.3
Attachment 2
4 “Code” means the Internal Revenue Code of 1986, as amended. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate of the City, dated December __, 2025, as originally executed by the City, for and on behalf of the District, and as it may be amended from time to time in accordance with the terms thereof. “Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, including but not limited to the preliminary official statement and official statement regarding the Bonds, closing costs, filing and recording fees, premiums for any reserve fund, surety bond or bond insurance policy, initial fees and charges of the Fiscal Agent including its first annual administration fee and the fees of its counsel, expenses incurred by the City in connection with the issuance of the Bonds and the establishment of the District, Bond (underwriter’s) discount, legal fees and charges, including the fees of Bond Counsel and counsel to the Underwriter, Municipal Advisor’s fees, charges for authentication, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing.
“Costs of Issuance Fund” means the fund by that name established by Section 3.06(A) hereof.
“County” means the County of San Luis Obispo, California. “Debt Service” means the amount of interest and principal payable on the Bonds scheduled to be paid during the period of computation, excluding amounts payable during such period which relate to principal of the Bonds which are scheduled to be retired and paid before the beginning of such period.
“Defeasance Securities” means, for purposes of Section 9.03(C) hereof, the following:
(i) United States Treasury Certificates, Notes and Bonds (including State and Local Government Series - “SLGs”);
(ii) Direct obligations of the United States Treasury which have been stripped by the Treasury itself, CATS, and similar securities;
(iii) Resolution Funding Corporation (REFCORP) obligations; provided that only the interest component of REFCORP strips which have been stripped by request of the Federal Reserve Bank of New York in book-entry form are acceptable; (iv) Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by Standard & Poor’s; provided, however, that if the issue is only rated by Standard & Poor’s (i.e., there is no Moody’s rating), then the pre-refunded bonds must have been pre-refunded with cash, direct United States or United States guaranteed obligations, or “AAA” rated pre-refunded municipal bonds; and

82472.04037\44301292.3
Attachment 2
5 (v) Obligations issued by the following agencies which are backed by the full faith and credit of the United States of America:
(a) U.S. Export-Import Bank
Direct obligations or fully guaranteed certificates of beneficial ownership
(b) Farmers Home Administration
Certificates of beneficial ownership
(c) Federal Financing Bank
(d) General Services Administration
Participation certificates
(e) United States Maritime Administration
Guaranteed Title XI financing
(f) United States Department of Housing and Urban Development Project notes
Local Authority Bonds
New Communities Debentures - United States government
guaranteed debentures
United States Public Housing Notes and Bonds - United States government guaranteed public housing notes and bonds.
“District” means Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles, County of San Luis Obispo, State of California.
“Federal Securities” means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein:
(i) Cash; and
(ii) Direct general obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America and CATS), or obligations, the timely payment of principal of and interest on which is fully and unconditionally guaranteed by the United States of America. “Fiscal Agent” means U.S. Bank Trust Company, National Association, the Fiscal Agent appointed by the City, acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01 hereof. “Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.

82472.04037\44301292.3
Attachment 2
6 “Improvement Area No. 1” means Improvement Area No. 1 of the District. “Improvement Fund” means the fund by that name established by Section 3.03(A) hereof. “Independent Financial Consultant” means a firm of certified public accountants, a financial consulting firm, a consulting engineering firm or engineer which is not an employee of, or otherwise controlled by, the City.
“Information Services” means in accordance with then-current guidelines of the Securities and Exchange Commission, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board (at http://emma.msrb.org) or such service or services as the City may designate in a certificate delivered to the Fiscal Agent. “Interest Account” means the account by that name established in the Bond Fund by Section

4.02 (A).
“Interest Payment Dates” means March 1 and September 1 of each year, commencing March 1, 2026, with respect to the 2025 Bonds, until the maturity or redemption of all Outstanding Bonds. “Investment Earnings” means all interest earned and any gains and losses on the investment of moneys in any fund or account created by this Agreement, excluding interest earned and gains and losses on the investment of moneys in the Rebate Fund. “Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. “Moody’s” means Moody’s Investors Service, a national rating service with offices in New York, New York.
“Municipal Advisor” means an independent financial consulting firm appointed by the City to advise the City as to financial matters relating to the Bonds. “Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer of the City.
“Ordinance” means any ordinance of the City or resolution of the City Council levying the Special Taxes.
“Original Purchaser” means the first purchaser of a series of the Bonds from the City. “Outstanding,” when used as of any particular time with reference to the Bonds, means (subject to the provisions of Section 8.04 hereof) all Bonds except:
(i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation;

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7 (ii) Bonds called for redemption which, for the reasons specified in Section

2.03(F) hereof, are no longer entitled to any benefit under this Agreement other than the right to receive payment of the redemption price therefor; (iii) Bonds paid or deemed to have been paid within the meaning of Section 9.03 hereof; and
(iv) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City and authenticated by the Fiscal Agent pursuant to this Agreement or any Supplemental Agreement. “Owner” means any person who shall be the registered owner of any Outstanding Bond. “Parity Bonds” means bonds issued by the District pursuant to Section 2.13 hereof. “Permitted Investments” means:
(i) Federal Securities;
(ii) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself):
(a) U.S. Export-Import Bank
Direct obligations or fully guaranteed certificates of beneficial ownership
(b) Farmers Home Administration
Certificates of beneficial ownership
(c) Federal Financing Bank
(d) Federal Housing Administration Debentures
(e) General Services Administration
Participation certificates
(f) Government National Mortgage Association (GNMA)
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
(g) U.S. Maritime Administration
Guaranteed Title XI financing

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8 (h) U.S. Department of Housing and Urban Development
Project Notes
Local Authority Bonds
New Communities Debentures - United States government
guaranteed debentures
U.S. Public Housing Notes and Bonds - United States government guaranteed public housing notes and bonds;
(iii) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit United States government agencies (stripped securities are only permitted if they have been stripped by the agency itself):
(a) Federal Home Loan Bank System
Senior debt obligations
(b) Federal Home Loan Mortgage Corporation
Participation Certificates
Senior debt obligations
(c) Federal National Mortgage Association
Mortgage-backed securities and senior debt obligations
(d) Student Loan Marketing Association
Senior debt obligations
(e) Resolution Funding Corporation
(REFCORP) obligations
(f) Farm Credit System
Consolidated systemwide bonds and notes;
(iv) Money market mutual funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by Standard & Poor’s of “AAAm-G,” “AAA-m” or “AA-m” and, if rated by Moody’s, rated “Aaa,” “Aa1” or “Aa2” by Moody’s, including funds for which the Fiscal Agent, its parent holding company, if any, or any affiliates or subsidiaries of the Fiscal Agent or such holding company receive and retain a fee for services provided to the fund whether as a custodian, transfer agent, investment advisor or otherwise; (v) Certificates of deposit (including those placed by a third party pursuant to a separate agreement between the City and the Fiscal Agent) secured at all times by collateral described in clauses (i) and/or (ii) above. Such certificates must be issued by commercial banks, including the Fiscal Agent and its affiliates, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the Fiscal Agent on behalf of the Owners of the Bonds must have a perfected first security interest in the collateral;

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9 (vi) Certificates of deposit (including those placed by a third party pursuant to a separate agreement between the City and the Fiscal Agent), other deposit products, trust deposits, trust funds, overnight bank deposits, interest bearing deposits, interest-bearing money market accounts, savings accounts, deposit accounts, demand deposits, time deposits or money market deposits which are insured by FDIC, including BIF and SAIF including those that may be issued or provided by the Fiscal Agent and its affiliates; (vii) Investment agreements with domestic or foreign banks, insurance companies or corporations the long-term debt or claims paying ability of which or, in the case of a guaranteed corporation, the long-term debt of the guarantor, or, in the case of a monoline financial guaranty insurance company, the claims paying ability or financial strength, of the guarantor is rated in at least the double A category by Standard & Poor’s and Moody’s; provided that, by the terms of the investment agreement:
(a) interest payments are to be made to the Fiscal Agent at times and in amounts as necessary to pay Debt Service on the Bonds (if the funds invested pursuant to the investment agreement are from the Reserve Fund); (b) the investment agreement shall provide that the invested funds are available for withdrawal without penalty or premium at any time upon not more than seven (7) days’ prior notice (The City and the Fiscal Agent shall give or cause to be given notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium payable.); (c) the investment agreement shall provide that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof;
(d) the City and the Fiscal Agent receive the opinion of domestic counsel (which opinion shall be addressed to the City and the Fiscal Agent) that such investment agreement is legal, valid, binding and enforceable upon the provider in accordance with its terms and of foreign counsel (if applicable) in form and substance acceptable, and addressed to, the City and the Fiscal Agent; (e) the investment agreement shall provide that if during its term (1) the provider’s (or its guarantor’s) rating by either Standard & Poor’s or Moody’s falls below “AA-” or “Aa3,” respectively, the provider shall, at its option, within ten (10) days of receipt of publication of such downgrade, either (i) collateralize the investment agreement by delivering or transferring in accordance with the applicable state and federal laws (other than by means of entries on the provider’s books) to the City, the Fiscal Agent or a third party acting solely as agent therefor (the “Holder of the Collateral”) collateral free and clear of any third-party liens or claims, the market value of which collateral is maintained at one hundred four percent (104%) of securities identified in clauses (i) and (ii) of this definition; or (ii) assign the investment agreement and all of its obligations

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10 thereunder to a financial institution mutually acceptable to the provider, the City and the Fiscal Agent which is rated either in the first or second highest category by Standard & Poor’s and Moody’s; and
(2) the provider’s (or its guarantor’s) rating by either Standard & Poor’s or Moody’s is withdrawn or suspended or falls below “A-” or “A3,” respectively, the provider must, at the direction of the City or the Fiscal Agent, within ten (10) days of receipt of such direction, repay the principal of and accrued but unpaid interest on the invested funds, in either case with no penalty or premium to the City or the Fiscal Agent; and (f) the investment agreement shall provide and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the terms of the investment agreement at the time such collateral is delivered, that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this shall mean the Holder of the Collateral is in possession of such collateral); and
(g) the investment agreement shall provide that if during its term (1) the provider shall default in its payment obligations, the provider’s obligations under the investment agreement shall, at the direction of the City or the Fiscal Agent (acting at the written direction of the City), be accelerated and amounts invested and accrued but unpaid interest thereon shall be paid to the City or the Fiscal Agent, as appropriate; and (2) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. (“event of insolvency”), the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be paid to the City or the Fiscal Agent, as appropriate;
(viii) Commercial paper rated, at the time of purchase, “Prime - 1” by Moody’s and “A-1” or better by Standard & Poor’s;
(ix) Bonds or notes issued by any state or municipality which are rated by Moody’s and/or Standard & Poor’s in one of the two highest rating categories assigned by them;
(x) Federal funds or bankers acceptances with a maximum term of one year of any bank or deposit accounts, including those with the Fiscal Agent and its affiliates, which has an unsecured, uninsured and unguaranteed obligation rating of “Prime - 1” or better by Moody’s and “A-1” or better by Standard & Poor’s;
(xi) Repurchase agreements which satisfy the following criteria:

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11 (a) Repurchase agreements must be between the City or the Fiscal Agent and an entity which is:
(1) A primary dealer on the Federal Reserve reporting dealer list which is rated “A” or better by Standard & Poor’s and Moody’s, or (2) A bank rated “A” or above by Standard & Poor’s and
Moody’s; or
(3) A corporation the long-term debt or claims paying ability of which, or in the case of a guaranteed corporation, the long-term debt of the guarantor, or, in the case of a monoline financial guaranty insurance company, the claims paying ability or financial strength of the guarantor, is rated in at least the double A category by Standard & Poor’s and Moody’s. (b) The written agreement must include the following:
(1) Securities which are acceptable for transfer are:
(A) direct obligations of the United States government, or
(B) obligations of federal agencies backed by the full
faith and credit of the United States of America (or the Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC)),
(2) The collateral must be delivered to the City or the Fiscal Agent or a third party acting as agent for the Fiscal Agent before or simultaneous with payment (perfection by possession of certificated securities),
(3) (A) The securities must be valued weekly, marked-to-market at current market price plus accrued interest, and
(B) The value of the collateral must be at least equal to one hundred four percent (104%) of the amount of money transferred by the Fiscal Agent to the dealer, bank or corporation under the agreement plus accrued interest. If the value of the securities held as collateral is reduced below one hundred four percent (104%) of the value of the amount of money transferred by the Fiscal Agent, then additional acceptable securities and/or cash must be provided as collateral to bring the value of the collateral to one hundred four percent (104%); provided, however, that if the securities used as collateral are those of FNMA or FHLMC, then the value of the collateral must equal to one hundred five percent (105%) of the amount of money transferred by the Fiscal Agent; and

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12 (xii) the Local Agency Investment Fund in the State Treasury of the State of California as permitted by the State Treasurer pursuant to Section 16429.1 of the California Government Code.
“Principal Account” means the account by that name established in the Bond Fund by Section

4.02 (A).
“Principal Office” means the corporate trust office of the Fiscal Agent in Los Angeles, California or such other addresses may be specified in writing by the Fiscal Agent; provided, however, that for purposes of the transfer, registration, exchange, payment and surrender of Bonds, “Principal Office” means the office or agency of the Fiscal Agent at which, at any time, its corporate trust agency business shall be conducted or such other office or address as may be specified in writing by the Fiscal Agent.
“Priority Administrative Expense Requirement” means an annual amount equal to $25,000. “Proceeds,” when used with reference to the Bonds, means the aggregate principal amount of the Bonds, plus accrued interest and premium, if any, less original issue discount, if any, less Original Purchaser’s discount.
“Project” means the public facilities which are to be financed with the proceeds of the sale of the bonds and Special Taxes of the District and each Improvement Area therein, as described in Resolution No. 22-113 adopted by the City Council on August 2, 2022. “Rate and Method of Apportionment” means the rate and method of apportionment of special taxes for Improvement Area No. 1 originally authorized to be levied on property within Improvement Area No. 1 of the District as approved at a special election held within Improvement Area No. 1 of the District on August 2, 2022, as amended and restated by Resolution No. 25-031 and approved by a special election held on May 6, 2025, and as it may be modified from time to time in accordance with the Act.
“Rebate Certificate” means the certificate delivered by the City upon the delivery of the Bonds relating to Section 148 of the Code, or any functionally similar replacement certificate. “Rebate Fund” means the fund by that name established by Section 6.02 hereof. “Record Date” means the fifteenth (15th) day of the month next preceding the applicable Interest Payment Date whether or not such day is a Business Day. “Regulations” means the temporary and permanent regulations of the United States Department of the Treasury promulgated under the Code.
“Representation Letter” means the representation letter which the City has delivered to The Depository Trust Company (“DTC”) with respect to the utilization of the book-entry system maintained by DTC for the issuance and registration of bonds. “Reserve Fund” means the fund by that name established by Section 4.03(A) hereof.

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13 “Reserve Parity Bonds” means Parity Bonds which share a combined Reserve Requirement pursuant to Section 2.13(C)(vii)(1) hereof.
“Reserve Requirement” means as of the date of calculation, as determined by the City and provided in writing to the Fiscal Agent, the lesser of (i) ten percent (10%) of the original issue price of the 2025 Bonds and the Reserve Parity Bonds calculated in accordance with Treasury Regulations Section 1.148-2(f)(1), (ii) Maximum Annual Debt Service on the 2025 Bonds and the Reserve Parity Bonds or (iii) 125 percent (125%) of average Annual Debt Service on the 2025 Bonds and the Reserve Parity Bonds. The initial Reserve Requirement for the 2025 Bonds shall be $_____________ and shall be increased only upon the issuance of Reserve Parity Bonds pursuant to Section 2.13(C)(vii)(1); provided, however, that the deposit to the Reserve Fund sub-account for the Reserve Parity Bonds shall not exceed the limitations of Treasury Regulation 1.148-2(f)(1). With respect to Parity Bonds that are not Reserve Parity Bonds, the Reserve Requirement as of the date of calculation, as determined by the City and provided in writing to the Fiscal Agent, shall be the lesser of (i) ten percent (10%) of the original issue price of such Parity Bonds, (ii) Maximum Annual Debt Service on such Parity Bonds and the or (iii) 125 percent (125%) of average Annual Debt Service on such Parity Bonds.
“Resolution” means Resolution No. ___, adopted by the City Council on November __, 2025.
“Securities Depositories” means The Depository Trust Company, 55 Water Street, 50th Floor, New York, New York, 10041-0099, Call Notification Department, Fax (212) 855-7232, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent.
“Special Taxes” or “Special Tax” means Special Tax A (as defined in the Rate and Method of Apportionment) levied by the City Council on parcels of taxable property within Improvement Area No. 1 of the District pursuant to the Act and this Agreement. “Special Tax Fund” means the fund by that name established by Section 3.04(A) hereof. “Special Tax Prepayments” means amounts received by the City as prepayments of all or a portion of the Special Tax obligation of a parcel of property in Improvement Area No. 1 of the District.
“Special Tax Prepayments Account” means the account by that name established by the Fiscal Agent in the Bond Fund pursuant to Section 4.02(A) hereof. “Special Tax Revenues” means the proceeds of the Special Taxes received by the City, including any scheduled payments, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes in the amount of said lien and interest and penalties thereon.
“Standard & Poor’s” shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, a national rating service with offices in New York, New York.

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14 “State” means the State of California.
“Supplemental Agreement” means any supplemental agreement amending or supplementing this Agreement.
“Tax Consultant” means an engineer or financial consultant or other such person or firm with expertise in the apportionment and levy of special taxes in community facilities districts which is employed by the City to assist the City in levying the Special Taxes. “2025 Bonds” means the $_____________ aggregate principal amount of Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Special Tax Bonds, 2025 Series A issued on the Closing Date.

ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation. The 2025 Bonds in the aggregate principal amount of $_____________ are hereby authorized to be issued by the City for Improvement Area No. 1 of the District under and subject to the terms of the Resolution, this Agreement, the Act, and other applicable laws of the State of California. The 2025 Bonds shall be designated “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Special Tax Bonds, 2025 Series A.” The 2025 Bonds shall be issued in the form attached hereto as Exhibit A.

Section 2.02. Terms of 2025 Bonds.
(A) The 2025 Bonds. The 2025 Bonds shall be issued as fully registered bonds, without coupons, in the denominations of $5,000 or any integral multiple thereof. The 2025 Bonds shall be lettered and numbered in a customary manner as determined by the City or the underwriter of the 2025 Bonds. The 2025 Bonds shall be dated ___________, 2025. (B) Maturities. The 2025 Bonds shall mature and become payable on September 1 of each year, as follows:

Maturity Dates
(September 1)
Principal
Amounts
Interest
Rates
______________
(T) Term Bond.
(C) Interest. The 2025 Bonds shall bear interest at the rates set forth in subsection (B) above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2025 Bond shall bear

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15 interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a 2025 Bond, interest is in default thereon, such 2025 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon or from the Closing Date, if no interest has previously been paid or made available for payment thereon. (D) Method of Payment. Interest on the Bonds is payable by check of the Fiscal Agent mailed by first class mail, postage prepaid, on each Interest Payment Date, to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date.

The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America by check of the Fiscal Agent upon surrender of such Bonds at the Principal Office of the Fiscal Agent; provided, however, that at the written request of the Owner of at least $1,000,000 in aggregate principal amount of Outstanding Bonds filed with the Fiscal Agent prior to any Record Date, interest on such Bonds shall be paid to such Owner on each succeeding Interest Payment Date by wire transfer of immediately available funds to an account in the United States of America designated in such written request.
(E) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to the Owners shall not constitute an event of default or any violation of the City’s contract with the Owners and shall not impair the effectiveness of any such notice.

Section 2.03. Redemption.
(A) Optional Redemption. The 2025 Bonds are subject to redemption prior to their stated maturity dates at the option of the City on September 1, ____ or any date thereafter, in whole or in part from such maturities as selected by the City (and by lot within any one maturity), in integral multiples of $5,000, at the option of the City from moneys derived by the City from any source, at a redemption price (expressed as a percentage of the principal amount of the 2025 Bonds to be redeemed), together with accrued interest to the date of redemption, as follows:

Redemption Dates Redemption Price
September 1, 20__ through and including August 31, 20__ 103% September 1, 20__ through and including August 31, 20__ 102 September 1, 20__ through and including August 31, 20__ 101 September 1, 20__ and any date thereafter 100
(B) Mandatory Redemption From Special Tax Prepayments. The 2025 Bonds are subject to mandatory redemption prior to their stated maturity dates on any Interest Payment Date, as selected among maturities by the City (and by lot within any one maturity), in integral

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16 multiples of $5,000, from moneys derived by the City from Special Tax Prepayments, at redemption prices (expressed as percentages of the principal amounts of the 2025 Bonds to be redeemed), together with accrued interest to the date of redemption, as follows:

Redemption Dates Redemption Prices
Any Interest Payment Date through and including March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 Special Tax Prepayments and amounts released from the Reserve Fund in connection with Special Tax Prepayments will be allocated to the payment at maturity and redemption of each series of Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of each series of bonds and such amounts shall be applied to redeem each series of Bonds as nearly as practicable on a pro rata basis among maturities in integral multiples of $5,000, all as directed in writing by the City.
(C) Mandatory Sinking Fund Redemption. The 2025 Bonds maturing on September 1, 20__, September 1, 20__, September 1, 20__, September 1, 20__, and September 1, 20__ are subject to mandatory sinking fund redemption, in part, on September 1, 20__, September 1, 20__, September 1, 20__, September 1, 20__, and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date of redemption, without premium, and from sinking payments as follows:
2025 Bonds Maturing on September 1, 20__
Redemption Date
(September 1) Sinking Payment
__________
 Maturity

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17 2025 Bonds Maturing on September 1, 20__
Redemption Date
(September 1) Sinking Payment
__________
 Maturity
2025 Bonds Maturing on September 1, 20__
Redemption Date
(September 1) Sinking Payment
__________
 Maturity
2025 Bonds Maturing on September 1, 20__
Redemption Date
(September 1) Sinking Payment
__________
 Maturity
2025 Bonds Maturing on September 1, 20__
Redemption Date
(September 1) Sinking Payment
__________
 Maturity

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18 The amounts in the foregoing schedules shall be reduced by the City pro rata among sinking fund redemption dates, in order to maintain substantially level Debt Service, as a result of any prior or partial redemption of the 2025 Bonds pursuant to subsection (A) or subsection (B) above. The City shall provide the Fiscal Agent with a revised sinking fund schedule. (D) Purchase of Bonds. In lieu of payment at maturity or redemption under this Section 2.03, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may Bonds be purchased at a price in excess of the redemption price stated in Section 2.03(A) above, plus interest accrued to the date of purchase. In such event, the City shall, as may be appropriate, provide to the Fiscal Agent a revised maturity schedule or a revised mandatory sinking fund schedule for the Bonds, or both. (E) Notice to Fiscal Agent. An Authorized Officer shall give the Fiscal Agent written notice of the City’s intention to redeem Bonds not less than forty-five (45) days prior to the applicable redemption date specifying the principal amounts and maturities of the Bonds to be redeemed. The provisions of this subsection (E) shall not apply to the redemption of the Bonds pursuant to Section 2.03(C) hereof.
(F) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, or electronically delivered at least twenty (20) days but not more than sixty (60) days prior to the date fixed for redemption, or electronically submitted, to the Securities Depositories and to one or more Information Services selected by an Authorized Officer, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books maintained by the Fiscal Agent at its Principal Office; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. The Fiscal Agent shall also cause notice of any redemption to be mailed, in such manner and within such time, to the Underwriter.

Such notice shall state the date of such notice, the date of issue of the Bonds, the place or places of redemption, the redemption date, the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed, by giving the individual CUSIP number and Bond number of each Bond to be redeemed, or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called for redemption in part the portion of the principal of the Bond to be redeemed, shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date. The cost of the mailing and publication of any such redemption notice shall be paid by the District. The redemption notice may state that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds.

Any notice of optional redemption of the Bonds delivered in accordance with this Section

2.03 may be conditional and if any condition stated in the notice of redemption shall not have been

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19 satisfied on or prior to the redemption date, said notice shall be of no force and effect and the District shall not be required to redeem such Bonds and the redemption shall not be made and the Fiscal Agent shall within a reasonable time thereafter give notice, to the persons and in the manner in which the notice of redemption was given, that such condition or conditions were not met and that the redemption was cancelled. The City shall have the right to rescind any notice of redemption prior to maturity or prior to the date fixed for such redemption prior to maturity, in which case such redemption shall be cancelled and annulled and such cancellation shall not constitute an event of default. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date so fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an event of default hereunder. The City and the Fiscal Agent shall have no liability to the Owners or any other party related to or arising from such rescission or cancellation of redemption. The Fiscal Agent shall mail notice of such rescission or cancellation of redemption in the same manner as the original notice of redemption was sent under this Section.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

In the event of a mandatory redemption pursuant to Section 2.03(B) hereof, the City shall transfer or cause to be transferred to the Fiscal Agent for deposit in the Bond Fund moneys in an amount equal to the redemption price of the Bonds being redeemed on or before the fifteenth (15th) day of the month preceding the Interest Payment Date upon which such Bonds are to be redeemed.

If less than all the 2025 Bonds Outstanding are to be redeemed, the portion of any 2025 Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or a multiple thereof, and, in selecting portions of such 2025 Bonds for redemption, the Fiscal Agent shall treat each such 2025 Bond as representing the number of 2025 Bonds of $5,000 denomination which is obtained by dividing the principal amount of such 2025 Bonds to be redeemed in part by $5,000.

Whenever provision is made in this Agreement for the redemption of less than all of the 2025 Bonds of a maturity or any given portion thereof, the Fiscal Agent shall select the 2025 Bonds of such maturity to be redeemed, from all 2025 Bonds of such maturity or such given portion thereof not previously called for redemption, by lot within a maturity in any manner which the Fiscal Agent in its sole discretion shall deem appropriate.

Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the Owner, at the expense of the District, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.
(G) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption prices of the Bonds called for redemption shall have been deposited in the Bond Fund, such Bonds shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and interest shall

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20 cease to accrue on the Bonds to be redeemed on the redemption date specified in the notice of redemption.

All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section 2.03 shall be canceled by the Fiscal Agent.

Section 2.04. Form of Bonds. The 2025 Bonds, including the Fiscal Agent’s certificate of authentication and the assignment to appear thereon, shall be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions as permitted or required by this Agreement.

Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the District by the facsimile signatures of the Mayor and City Clerk of the City, who are in office on the date of this Agreement or at any time thereafter. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bond to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bond to the Owner. Any Bond may be signed and attested on behalf of the District by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City.

Only such 2025 Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A hereto, as appropriate, manually executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that such 2025 Bonds have been duly authenticated, registered and delivered hereunder, and are entitled to the benefits of this Agreement.

Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office of the Fiscal Agent, accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the District. The Fiscal Agent shall collect from the Owner requesting transfer of a Bond any tax or other governmental charge required to be paid with respect to such transfer.

Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds of like aggregate principal amount.

No transfers of Bonds shall be required to be made (i) during the fifteen (15) days preceding the date established by the Fiscal Agent for selection of Bonds for redemption, or (ii) with respect to Bonds which have been selected for redemption.

Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be

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21 provided to the Fiscal Agent all information necessary to allow the Fiscal Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Fiscal Agent shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent only for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity and interest rate. The cost for any services rendered or any expense incurred by the Fiscal Agent in connection with any such exchange shall be paid by the District. The Fiscal Agent shall collect from the Owner requesting exchange of a Bond any tax or other governmental charge required to be paid with respect to such exchange.

No exchanges of Bonds shall be required to be made (i) during the fifteen (15) days preceding the date established by the Fiscal Agent for selection of Bonds for redemption, or (ii) with respect to Bonds which have been selected for redemption.

Section 2.08. Bond Register. The Fiscal Agent shall keep, or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds which books shall show the series, number, CUSIP identification number, date of issuance, amount, rate of interest and Owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided.

Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a replacement Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled and destroyed by the Fiscal Agent. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the City, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and deliver, a replacement Bond of like tenor and principal

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22 amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City or Fiscal Agent may require payment of a sum not exceeding the actual cost of preparing each replacement Bond delivered under this Section 2.10 and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery thereof. Any Bond delivered under the provisions of this Section 2.10 in replacement of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation of the District whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement.

Section 2.11. Special Obligation. All obligations of the City and the District under this Agreement and the Bonds shall be special obligations of the City and the District, payable solely from the Special Tax Revenues and the funds pledged therefor pursuant hereto. Neither the faith and credit nor the taxing power of the City, the District (except to the limited extent set forth herein), or the State of California or any political subdivision thereof is pledged to the payment of the Bonds.

Section 2.12. Book-Entry. The Bonds shall be initially issued in the form of a single, fully registered Bond for each maturity (which may be typewritten). Upon initial issuance, the ownership of such Bonds shall be registered in the name of the Nominee identified below as nominee of The Depository Trust Company, New York, New York and its successors and assigns (the “Depository” or “DTC”). Except as hereinafter provided, all of the Outstanding Bonds shall be registered in the name of the nominee of the Depository, which may be the Depository, as determined from time to time pursuant to this Section 2.12 (the “Nominee”).

With respect to the Bonds registered in the name of the Nominee, neither the City nor the Fiscal Agent shall have any responsibility or obligation to any broker-dealers, banks and other financial institutions from time to time for which the Depository holds Bonds as securities depository (the “Participant”) or to any person on behalf of which such a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, neither the City nor the Fiscal Agent shall have any responsibility, liability or obligation whatsoever with respect to (i) the accuracy of the records of the Depository, the Nominee, or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person, other than an Owner of a Bond as shown in the registration books maintained by the Fiscal Agent pursuant to Section 2.08 hereof (the “Registration Books”), of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository and its Participants of the beneficial interests in the Bonds to be redeemed in the event the City redeems the Bonds in part, or (iv) the payment to any Participant or any other person, other than an Owner of a Bond as shown in the Registration Books, of any amount with respect to principal of or interest on the Bonds. The City and the Fiscal Agent may treat and consider conclusively the person in whose name each Bond is registered as the holder and absolute Owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of giving notices of redemption, if applicable, and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The City shall pay all principal of and interest on the Bonds only to or upon the order of the respective Owner of a Bond, as shown in the Registration Books, or his or her attorney duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to payment of principal of and interest on the Bonds

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23 to the extent of the sum or sums so paid. No person other than an Owner of a Bond, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal and interest pursuant to this Agreement. Upon delivery by the Depository to the Owners of the Bond, and the City of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Agreement shall refer to such nominee of the Depository.

In the event (i) the Depository determines not to continue to act as securities depository for the Bonds, or (ii) the Depository shall no longer so act and gives notice to the City of such determination, then the City will discontinue the book-entry system with the Depository. If the City elects to replace the Depository with another qualified securities depository, the City shall prepare or direct the preparation of a new, single, separate, fully registered Bond, per maturity, registered in the name of such successor or substitute qualified securities depository or its nominee. If the City fails to identify another qualified securities depository to replace the Depository, then the Bonds shall no longer be restricted to being registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names Owners of the Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of Sections 2.06 and 2.07 hereof, and the City shall prepare and deliver Bonds to the Fiscal Agent for authentication and delivery to the Owners thereof for such purpose.

In the event of a reduction in aggregate principal amount of Bonds Outstanding or an advance refunding of part of the Bonds Outstanding, the Depository, in its discretion, (a) may request the City to prepare and issue a new Bond or (b) may make an appropriate notation on a Bond indicating the date and amounts of such reduction in principal, but in such event the Registration Books maintained by the Fiscal shall be conclusive as to what amounts are Outstanding with respect to the Bond, except in the case of final maturity, in which case the Bond must be presented to the Fiscal Agent prior to payment.

Notwithstanding any other provision of this Agreement to the contrary, so long as any Bond is registered in the name of the Nominee, all payments of principal and interest with respect to such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instructed by the Depository and acceptable to the City.

The initial Nominee shall be Cede & Co., as Nominee of DTC.

Section 2.13. Parity Bond. Subject to the satisfaction of the specific conditions set forth in this Section 2.13, the City may, for and on behalf of the District, at any time after the issuance and delivery of the 2025 Bonds, issue Parity Bonds payable from Special Tax Revenues and other amounts deposited in the funds and accounts created under this Agreement and under any Supplemental Agreement (other than in the Rebate Fund, the Surplus Account and the Administrative Expense Fund) and secured by a lien and charge upon such amounts equal to the lien and charge securing the 2025 Bonds and any other Parity Bonds theretofore issued under this Agreement or under any Supplemental Agreement; provided, however, that Parity Bonds may only be used for the purpose of financing the Project or refunding all or a portion of the 2025 Bonds or any Parity Bonds then Outstanding.

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24 The issuance of any Parity Bonds shall be subject to the following additional specific conditions, which are conditions precedent to the issuance of such Parity Bonds:
(A) The aggregate initial principal amount of the 2025 Bonds and all Parity Bonds issued may not exceed $_____________; provided, however, that, notwithstanding the foregoing Parity Bonds may be issued at any time to refund Outstanding Bonds pursuant to the Act where the issuance of such Parity Bonds results in a reduction of Annual Debt Service on all Outstanding Bonds.
(B) The City and the District shall be in compliance with all covenants set forth in this Agreement and any Supplemental Agreement then in effect and a certificate of the City and the District to that effect shall have been filed with the Fiscal Agent; provided, however, that Parity Bonds may be issued notwithstanding that the City and the District are not in compliance with all such covenants so long as immediately following the issuance of such Parity Bonds the City and the District will be in compliance with all such covenants. (C) The issuance of such Parity Bonds shall have been duly authorized pursuant to the Act and all applicable laws, and the issuance of such Parity Bonds shall have been provided for by a Supplemental Agreement duly authorized, executed and delivered by the City, for and on behalf of the District, which shall specify the following:
(i) The purpose for which such Parity Bonds are to be issued and the fund or funds and accounts therein, if any, into which the proceeds thereof are to be deposited, including a provision requiring the proceeds of such Parity Bonds to be applied solely for the purpose of financing the Project or refunding any Outstanding Bonds or Parity Bonds, including funding a deposit to the reserve account for such Parity Bonds, and payment of all costs incidental to or connected with issuing such Parity Bonds;
(ii) The authorized principal amount of such Parity Bonds; (iii) The date and the maturity date or dates of such Parity Bonds; provided that (a) each maturity date shall fall on a September 1, (b) all such Parity Bonds of like maturity shall be identical in all respects, except as to number, and (c) fixed serial maturities or mandatory sinking fund payments, or any combination thereof, shall be established to provide for the retirement of all such Parity Bonds on or before their respective maturity dates; (iv) The description of the Parity Bonds, the place of payment thereof and the procedure for execution and authentication;
(v) The denominations and method of numbering of such Parity Bonds; (vi) The amount and due date of each mandatory sinking fund payment, if any, for such Parity Bonds;
(vii) The Supplemental Agreement providing for issuance of the Parity Bonds must provide for one of the following: (1) a deposit to a separate reserve account for the Reserve Parity Bonds that (a) when combined with the Reserve Fund for the 2025 Bonds equals the

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25 Reserve Requirement as defined herein, calculated on an aggregate basis of 2025 Bonds and Reserve Parity Bonds, and (b) such Supplemental Agreement must expressly declare that such Reserve Parity Bonds are secured by the Reserve Fund established for the 2025 Bonds and that the 2025 Bonds are secured by the reserve account established for such Reserve Parity Bonds; or (2) a deposit to a separate reserve account for the Parity Bonds in an amount equal to the lesser of the test established in Treasury Regulation 1.148-2(f), and such Supplemental Agreement must expressly declare that such Parity Bonds are not secured by the Reserve Fund established for the 2025 Bonds and that the 2025 Bonds are not secured by the reserve account established for such Parity Bonds; (viii) The form of such Parity Bonds; and
(ix) Such other provisions as are necessary or appropriate and not inconsistent with this Agreement.
(D) There shall have been received by the Fiscal Agent the following documents or money or securities, all of such documents dated or certified, as the case may be, as of the date of delivery of such Parity Bonds by the Fiscal Agent (unless the Fiscal Agent shall accept any of such documents bearing a prior date):
(i) A certified copy of the resolution authorizing the issuance of such Parity Bonds;
(ii) A written request of the City, for and on behalf of the District, as to the delivery of such Parity Bonds;
(iii) An opinion of Bond Counsel to the effect that (a) the City has the right and power under the Act to execute and deliver the Supplemental Agreement for and on behalf of the District relating to such Parity Bonds, and this Agreement and such Supplemental Agreement has been duly and lawfully executed and delivered by the City, for and on behalf of the District, this Agreement and such Supplemental Agreement are in full force and effect and are valid and binding upon the City, for and on behalf of the District, and enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights); (b) this Agreement and the Supplemental Agreement creates the valid pledge which it purports to create of the Special Tax Revenues and other amounts as provided in this Agreement and the Supplemental Agreement, subject to the application thereof to the purposes and on the conditions permitted by this Agreement and the Supplemental Agreement; and (c) such Parity Bonds are valid and binding limited obligations of the City and the District, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights) and the terms of this Agreement and all Supplemental Agreements thereto and entitled to the benefits of this Agreement and all such Supplemental Agreements, and such Parity Bonds have been duly and validly authorized and issued in accordance with the Act (or other applicable laws) and this Agreement and all such Supplemental Agreements; and a further opinion of Bond Counsel to the effect that, assuming compliance by the City and the District with certain tax covenants, the issuance of the Parity Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the 2025 Bonds and any Parity Bonds

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26 theretofore issued on a tax-exempt basis, or the exemption from State of California personal income taxation of interest on any Outstanding 2025 Bonds and Parity Bonds theretofore issued; (iv) A certificate of an Authorized Representative containing such statements as may be reasonably necessary to show compliance with the requirements of the Agreement;
(v) A certificate of an Authorized Representative certifying that:
(a) The City has received a certificate from one or more Independent Financial Consultants which, when taken together, certify that (1) the amount of the maximum Special Taxes that may be levied pursuant to the Rate and Method of Apportionment in each remaining Bond Year based only on the Taxable Property (as such term is defined in the Rate and Method of Apportionment) at buildout of the Improvement Area is at least 1.10 times Annual Debt Service for each corresponding Bond Year on all Bonds which remain Outstanding together with the Parity Bonds proposed to be issued, provided, however, there shall be excluded from such calculation the Special Taxes on any parcel then delinquent in the payment of Special Taxes; and provided further that, for purposes of making the certifications required by this subsection

2.13(D)(v)(a), the Independent Financial Consultant may rely on reports or certificates of such other persons as may be acceptable to the District, Bond Counsel and the underwriter of the proposed Parity Bonds;
(b) Except in the case of the issuance of Parity Bonds to refund Outstanding Bonds or Parity Bonds, the District has received an Appraisal indicating: (i) that the aggregate of appraised value or, to the extent applicable, assessed value, or a combination of assessed value and appraised value, of all Taxable Property (as such term is defined in the Rate and Method of Apportionment) within Improvement Area No. 1 is not less than four (4) times the aggregate amount of Land Secured Debt allocable to such Taxable Property; and (ii) the sum of the value of Approved Property and Undeveloped Property related to Improvement Area No. 1 is four (4) times the Land Secured Debt on such Approved Property and Undeveloped Property on a stand-alone basis (as such terms are defined in the Rate and Method of Apportionment); and (vi) Such further documents, money and securities as are required by the provisions of the Agreement and the Supplemental Agreement providing for the issuance of such Parity Bonds.

ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS; IMPROVEMENT FUND; SPECIAL TAX FUND; ADMINISTRATIVE EXPENSE FUND;

COSTS OF ISSUANCE FUND

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27 Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue Bonds for the District in the aggregate principal amount not to exceed $_________ and deliver each series of Bonds to the Original Purchaser thereof. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance by the Fiscal Agent from the proceeds of the Bonds, and to do and cause to be done any and all acts and things necessary or convenient for delivery of each series of Bonds to the Original Purchaser thereof.

Section 3.02. Application of Proceeds of Sale of 2025 Bonds.

The Proceeds of the sale of the 2025 Bonds to the Original Purchaser shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such Proceeds on the Closing Date as follows:
(A) Deposit in the Reserve Fund the amount of $___________, which constitutes the Reserve Requirement on the Closing Date; (B) Deposit in the Costs of Issuance Fund the amount of $____________; (C) Deposit in the Administrative Expense Fund of $____________; (D) [Deposit in the Capitalized Interest Sub-Account of the Interest Account of the Bond Fund of $____________;] and
(E) Deposit in the Improvement Fund the amount of $__________. (F) The Fiscal Agent may, in its discretion, establish a temporary fund or account in its books and records to facilitate such transfers.

Section 3.03. Improvement Fund.
(A) Establishment of Improvement Fund. There is hereby established, as a separate fund to be held by the Fiscal Agent, the “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Special Tax Bonds, 2025 Series A, Improvement Fund” to the credit of which a deposit shall be made as required by paragraph (D) of Section 3.02 hereof. Moneys in the Improvement Fund shall be held by the Fiscal Agent for the benefit of the City, and shall be disbursed, except as otherwise provided in subsection (D) of this Section 3.03, for the payment or reimbursement of the costs of the design, acquisition and construction of the Project. The amounts in the Improvement Fund are not pledged to the repayment of the 2025 Bonds.
(B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer’s Certificate which shall:
(i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made and the person to which the disbursement is to be paid along with payment instructions; and

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28 (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer’s Certificate previously filed with the Fiscal Agent requesting disbursement, and that the amount being requested is an appropriate disbursement from the Improvement Fund.
(C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01 hereof. Investment Earnings with respect to the Improvement Fund shall be retained by the Fiscal Agent in such fund to be used for the purposes of such fund.
(D) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the construction and acquisition of the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Improvement Fund, and further stating that moneys on deposit in the Improvement Fund are not needed to complete the Project or reimburse the cost thereof, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Principal Account of the Bond Fund to be used to pay the principal of the Bonds. At least thirty (30) days prior to closing the Improvement Fund.
(E) Officer’s Certificate. Upon receipt of an Officer’s Certificate delivered pursuant to this Section 3.03, the Fiscal Agent is authorized to act thereon without further inquiry and shall not be responsible for the accuracy of the statements made in such Officer’s Certificate or the application of the funds disbursed pursuant thereto, and shall be absolutely protected and incur no liability in relying on such Officer’s Certificate.

Section 3.04. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established, as a separate fund to be held by the Fiscal Agent, the “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Special Tax Fund” to the credit of which the City shall deposit, as hereinafter provided, not later than ten (10) Business Days after receipt, all Special Tax Revenues received by the City. Moneys in the Special Tax Fund shall be held in trust by the Fiscal Agent for the benefit of the City and the Owners of the Bonds, shall be disbursed as provided below and, pending disbursement, shall be subject to a lien in favor of the Owners of the Bonds.

Notwithstanding the foregoing, any amounts received by the City which constitute Special Tax Prepayments shall be transferred by the City not later than ten (10) Business Days after receipt to the Fiscal Agent for deposit by the Fiscal Agent in the Special Tax Prepayments Account established pursuant to Section 4.02(A) hereof.
(B) Disbursements. As soon as practicable after the receipt from the City of any Special Tax Revenues, but no later than ten (10) Business Days after such receipt, the Fiscal Agent shall withdraw from the Special Tax Fund and deposit in the Administrative Expense Fund the Priority Administrative Expense Requirement. Thereafter, the Fiscal Agent shall deposit funds in the Interest Account and the Principal Account of the Bond Fund, as provided in Section 4.02(B).

If, after such deposits are made to the Administrative Expense Fund, the Interest Account and the Principal Account, there are funds remaining on deposit in the Special Tax Fund, the City shall

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29 instruct the Fiscal Agent by an Officer’s Certificate (upon which the Fiscal Agent may conclusively rely) to transfer such amount from the Special Tax Fund to and deposit it, pro rata based on the Outstanding principal amount of the 2025 Bonds, in the Reserve Fund, to the extent that the amounts on deposit therein are less than the applicable Reserve Requirement. Any funds remaining after such deposits shall be retained in the Special Tax Fund.

On September 2 of each year the amount, if any, on deposit in the Special Tax Fund together with the amount then on deposit in the Bond Fund (including the Principal Account therein but not including, however, the Interest Account or the Special Tax Prepayments Account), as determined by the City, shall not exceed the greater of (i) one year’s earnings on such amounts, or (ii) onetwelfth (1/12th) of Annual Debt Service for the then current Bond Year. If on September 2 of any year the amount on deposit in the Special Tax Fund, together with the amount then on deposit in the Bond Fund (other than such excluded amounts), exceeds the maximum amount allowable pursuant to the preceding sentence, as determined by the City and communicated in writing by an Authorized Officer to the Fiscal Agent (upon which the Fiscal Agent may conclusively rely), moneys shall be transferred from the Special Tax Fund to the Administrative Expense Fund to pay any additional Administrative Expenses during the then current Fiscal Year, and thereafter shall be retained in the Special Tax Fund all as directed in writing by the City. The Fiscal Agent shall have no obligation to monitor the City’s obligations as set forth in this paragraph. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained in the Special Tax Fund to be used for the purposes of such fund.

Section 3.05. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. There is hereby established, as a separate fund to be held by the Fiscal Agent, the “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Special Tax Bonds, 2025 Series A, Administrative Expense Fund” to the credit of which deposits shall be made as required by Section 3.04(B) hereof. Moneys in the Administrative Expense Fund shall be held in trust by the Fiscal Agent for the benefit of the City, and shall be disbursed as provided below.
(B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn by the Fiscal Agent and paid to the City or its order upon receipt by the Fiscal Agent of an Officer’s Certificate stating the amount to be withdrawn (along with payment instructions), that such amount is to be used to pay an Administrative Expense (or a Cost of Issuance) and the nature of such Administrative Expense (or Cost of Issuance).
(C) Investment. Subject to the provisions of subsection (B) above, moneys in the Administrative Expense Fund shall be invested and deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained by the Fiscal Agent in the Administrative Expense Fund to be used for the purposes of such fund.

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30 Section 3.06. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established, as a separate fund to be held by the Fiscal Agent, the “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Special Tax Bonds, 2025 Series A, Costs of Issuance Fund” to the credit of which a deposit shall be made as required by paragraph (B) of Section 3.02 hereof. Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be paid to the designated payees, signed by an Authorized Officer and delivered to the Fiscal Agent concurrently with the delivery of the 2025 Bonds. The Fiscal Agent shall pay all Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such requisition, or upon receipt of an Officer’s Certificate requesting payment of a Cost of Issuance not listed on the initial requisition delivered to the Fiscal Agent on the Closing Date. Each such invoice or Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of ninety (90) days from the Closing Date and shall then transfer and deposit any moneys remaining therein, including any Investment Earnings thereon, in the Improvement Fund. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.

ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND; RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues. The Bonds shall be secured by a pledge of and lien upon (which shall be affected in the manner and to the extent herein provided) all of the Special Tax Revenues (except the amount which will be deposited in the Administrative Expense Fund for each Fiscal Year pursuant to Section 3.04(B) hereof) and all moneys deposited in the Special Tax Fund and the Bond Fund. The 2025 Bonds are further secured by all moneys deposited in the Reserve Fund and may be secured by amounts deposited in a reserve account for Reserve Parity Bonds to the extent provided for in the Supplemental Agreement delivered in connection with the issuance of Reserve Parity Bonds. Reserve Parity Bonds may be secured by amounts deposited in the Reserve Fund to the extent provided for in the Supplemental Agreement delivered in connection with the issuance of Reserve Parity Bonds. The Bonds shall be equally secured by a pledge of and lien upon the Special Tax Revenues and such moneys without priority for number, date of Bond, date of execution or date of delivery; and the payment of the interest on and principal of the Bonds and any premium upon the redemption of any thereof shall be and is secured by a pledge of and lien upon the Special Tax Revenues and such moneys. The Special Tax Revenues and all moneys deposited into such accounts are hereby dedicated in their entirety to the payment of the principal of the Bonds, and interest and any premium on, the Bonds, as provided herein and in the

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31 Act, until all of the Bonds have been paid and retired or until moneys or Defeasance Securities have been set aside irrevocably for that purpose in accordance with Section 9.03 hereof.

Section 4.02. Bond Fund.
(A) Deposits. There is hereby established, as a separate fund to be held by the Fiscal Agent, the “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Bond Fund” to the credit of which deposits shall be made as required by Section 3.04(B) and Section 4.03(D) hereof and any other provision of this Agreement or the Act. There are hereby established in the Bond Fund, as separate accounts to be held by the Fiscal Agent, the “Interest Account” and within the Interest Account the “Capitalized Interest Sub-Account” and the “Principal Account.” There is hereby also established in the Bond Fund, as a separate account to be held by the Fiscal Agent, the “Special Tax Prepayments Account” to the credit of which deposits shall be made as required by Section 3.04(A) hereof.

Moneys in the Bond Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
(B) Disbursements. On or before each Interest Payment Date, the Fiscal Agent shall transfer from the Special Tax Fund and deposit into the following respective accounts in the Bond Fund, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Special Tax Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
(1) Interest Account. On or before each Interest Payment Date, the Fiscal Agent shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on the Bonds on such date. No deposit need be made into the Interest Account on any Interest Payment Date if the amount on deposit therein is at least equal to the interest becoming due and payable on the Bonds on such date. All moneys in the Interest Account, including the Capitalized Interest Sub-Account shall be used and withdrawn by the Fiscal Agent solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity). All funds in the Capitalized Interest SubAccount shall be used and withdrawn to pay interest on the Bonds prior to using any other funds on deposit in the Interest Account for such purpose. All amounts on deposit in the Interest Account on the first day of any Bond Year, to the extent not required to pay any interest then having become due and payable on the Outstanding Bonds shall be withdrawn therefrom by the Fiscal Agent and transferred to the Special Tax Fund.
(2) Principal Account. On or before each Interest Payment Date which occurs on September 1, the Fiscal Agent shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Bonds becoming due and payable on such date pursuant to Section 2.02 hereof, or the redemption price of the Bonds (consisting of the principal amount thereof and any applicable redemption premium) required to be redeemed on such date pursuant to any of the provisions of

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32 Section 2.03 hereof. All moneys in the Principal Account shall be used and withdrawn by the Fiscal Agent solely for the purpose of (i) paying the principal of the Bonds at the maturity thereof, or (ii) paying the principal of and premium (if any) on any Bonds upon the redemption thereof pursuant to Section 2.03 hereof. All amounts on deposit in the Principal Account on the first day of any Bond Year, to the extent not required to pay the principal of any Outstanding Bonds then having become due and payable, shall be withdrawn therefrom by the Fiscal Agent and transferred to the Special Tax Fund.

In the event that moneys on deposit in the Special Tax Fund will be insufficient on any Interest Payment Date for the Fiscal Agent to deposit the required amounts in the Interest Account and the Principal Account, as provided above, the Fiscal Agent shall deposit the available funds first to the Interest Account up to the full amount required to cause the aggregate amount on deposit therein to equal the amount of interest becoming due and payable on the Bonds on the Interest Payment Date, and shall then deposit the remaining available funds in the Special Tax Fund to the Principal Account up to the full amount required to cause the aggregate amount on deposit therein to equal the amount, if any, of principal becoming due and payable on the Bonds on the Interest Payment Date. If, after making such deposits to the Interest Account and the Principal Account, and after transferring moneys from the Reserve Fund to such accounts, as provided in Section 4.03(B) hereof, the amount on deposit in the Interest Account and Principal Account is insufficient to pay the full amount of the interest and principal of the Bonds which is due or is to be redeemed on the Interest Payment Date, the Fiscal Agent shall make a prorated payment first of the interest due until all of such interest is paid, and second to the principal of the Bonds as specified in an Officer’s Certificate provided to the Fiscal Agent.
(C) Special Tax Prepayments Account Deposits and Disbursements. Within ten (10) Business Days after receiving a Special Tax Prepayment the City shall deliver the amount thereof to the Fiscal Agent, together with an Officer’s Certificate notifying the Fiscal Agent that the amount being delivered is a Special Tax Prepayment which is to be deposited in the Special Tax Prepayments Account and, if applicable, the Improvement Fund in the amounts specified in the Officer’s Certificate. Upon receiving a Special Tax Prepayment from the City and such an Officer’s Certificate, the Fiscal Agent shall deposit the amount of the Special Tax Prepayment in the Special Tax Prepayments Account and, if applicable, Improvement Fund. Such an Officer’s Certificate may be combined with the Officer’s Certificate which the City is required to deliver to the Fiscal Agent pursuant to Section 4.03(F) hereof. Moneys on deposit in the Special Tax Prepayments Account shall be transferred by the Fiscal Agent to the Interest Account and the Principal Account on the next date for which notice of the redemption of the Bonds can timely be given under Section 2.03(F) hereof and shall be used to redeem the Bonds on the redemption date selected in accordance with Section 2.03(B) hereof. Pending such transfer, the moneys on deposit in the Special Tax Prepayments Account shall be held uninvested in cash or invested in Defeasance Securities, in accordance with Section 6.01 hereof, at such yield as, in the opinion of Bond Counsel, is necessary to preserve the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. Investment earnings on the moneys on deposit in the Special Tax Prepayments Account shall be retained in such account. The City shall provide direction in writing to the Fiscal Agent which shall include an exhibit of the Bond Counsel’s opinion.

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33 (D) Investment. Except as provided in subsection (C) above, moneys in the Bond Fund, including all accounts therein, shall be invested and deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained in the Bond Fund, except to the extent they are required to be deposited by the Fiscal Agent in the Rebate Fund in accordance with Section 6.02 hereof.

Amounts in the Bond Fund, including all accounts therein, shall also be withdrawn and deposited in the Rebate Fund as provided in Section 6.02 hereof.

Section 4.03. Reserve Fund.
(A) Establishment of Fund. There is hereby established, as a separate fund to be held by the Fiscal Agent, the “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Special Tax Bonds, 2025 Series A, Reserve Fund” to the credit of which a deposit shall be made as required by paragraph (A) of Section 3.02 hereof, which deposit is equal to the Reserve Requirement, and to which deposits shall be made as provided in Section 3.04(B) hereof. Moneys in the Reserve Fund, and any subaccount therein, shall be held in trust by the Fiscal Agent for the benefit of the Owners of the 2025 Bonds and the Reserve Parity Bonds as a reserve for the payment of the principal of and interest and any premium on the 2025 Bonds and the Reserve Parity Bonds and shall be subject to a lien in favor of the Owners of the 2025 Bonds and the Reserve Parity Bonds .

The Reserve Fund may be maintained in the form of one or more separate sub-accounts, to the extent detailed in a Supplemental Agreement, which are established for the purpose of holding the proceeds of the 2025 Bonds and the Reserve Parity Bonds in conformity with applicable provisions of the Code; provided, the Supplemental Agreement for Reserve Parity Bonds will establish separate sub-accounts for the proceeds of the 2025 Bonds and any Reserve Parity Bonds to enable the Fiscal Agent to track the investment of the proceeds of the 2025 Bonds and any Reserve Parity Bonds on an individual basis.
(B) Use of Fund. Except as otherwise provided in this Section, all amounts on deposit in the Reserve Fund, and any account established for Reserve Parity Bonds established therein, shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Interest Account and the Principal Account of the Bond Fund for the 2025 Bonds and the Reserve Parity Bonds in the event of any deficiency at any time in either of such accounts of the amount then required for payment of the principal of and interest and any premium on the 2025 Bonds and the Reserve Parity Bonds or, in accordance with the provisions of subsection (E) of this Section 4.03, for the purpose of redeeming 2025 Bonds and the Reserve Parity Bonds. (C) Transfer Due to Deficiency in Interest and Principal Accounts. Whenever transfer is made from the Reserve Fund to the Interest Account or the Principal Account due to a deficiency in either such account, the Fiscal Agent shall provide written notice thereof to the City. (D) Transfer of Excess of Reserve Requirement. Whenever, on any September 2, the amount in the Reserve Fund, and any sub-account therein, less Investment Earnings resulting from the investment of the funds therein which pursuant to Section 6.02 hereof must be rebated to the United States, as previously directed by the City, exceeds the Reserve Requirement,

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34 as calculated on such date by the City and provided in writing to the Fiscal Agent, the Fiscal Agent shall provide written notice to the City of the amount of the excess. Upon receiving written direction from an Authorized Officer (upon which the Fiscal Agent may conclusively rely), the Fiscal Agent shall, subject to the requirements of Section 6.02 hereof, transfer an amount from the Reserve Fund, and any sub-account therein, which will reduce the amount on deposit therein to an amount equal to the Reserve Requirement to the Interest Account and the Principal Account, in the priority specified in Section 4.02(B)(1) and (2) hereof, to be used for the payment of the interest on and principal of the 2025 Bonds and the Reserve Parity Bonds on the next succeeding Interest Payment Date in accordance with Section 4.02 hereof.
(E) Transfer When Balance Exceeds Outstanding 2025 Bonds. Whenever the balance in the Reserve Fund, and any sub-account therein, is equal to or exceeds the amount required to redeem or pay the Outstanding 2025 Bonds and the Reserve Parity Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall, upon receiving written direction from an Authorized Officer (upon which the Fiscal Agent may conclusively rely), transfer the amount in the Reserve Fund, and any sub-account therein, to the Interest Account and the Principal Account, in the priority specified in Section 4.02(B)(1) hereof, to be applied, on the next succeeding Interest Payment Date, to the payment and redemption, in accordance with Section 2.03 and Section 4.02 hereof of all of the Outstanding 2025 Bonds and the Reserve Parity Bonds. In the event that the amount available to be so transferred from the Reserve Fund, and any sub-account therein, as provided in an Officer’s Certificate, to the Interest Account and the Principal Account exceeds the amount required to pay and redeem the Outstanding 2025 Bonds and the Reserve Parity Bonds, the excess shall be transferred to the City to be used for any lawful purpose of the City.
(F) Transfers on Payment of Special Tax Obligations. Whenever the City receives a Special Tax Prepayment, the City shall by an Officer’s Certificate notify the Fiscal Agent of the amount by which the Reserve Fund, and any sub-account therein, is to be reduced and which is transferrable from the Reserve Fund, and any sub-account therein, to the Principal Account of the Bond Fund, which amount shall be specified in the Officer’s Certificate. Each such Officer’s Certificate shall be accompanied by a report of an Independent Financial Consultant verifying the accuracy of the calculation of the amount to be transferred from the Reserve Fund, and any subaccount therein, to the Principal Account (“Verification”). Upon receipt of each such Officer’s Certificate and Verification, upon which the Fiscal Agent may conclusively rely, the Fiscal Agent shall at such time as the amount of such Special Tax Prepayment will be used to redeem 2025 Bonds and the Reserve Parity Bonds, as provided in Section 4.02(B)(2) hereof, transfer the amount specified in such Officer’s Certificate to the Principal Account and use such amount, together with the amount of such Special Tax Prepayment, to redeem 2025 Bonds and the Reserve Parity Bonds, as provided in Section 4.02(B)(2) hereof. Notwithstanding the preceding provisions of this subsection, no amount shall be transferred from the Reserve Fund to the Principal Account if the amount on deposit in the Reserve Fund, and any sub-account therein, is, or as a result of such transfer would be, less than the Reserve Requirement.
(G) Investment. Moneys on deposit in the Reserve Fund, and any sub-account therein, shall be invested, at the written direction of the City, in Permitted Investments which do not have maturities extending beyond five (5) years; provided, however, if the Reserve Fund, and any

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35 sub-account therein, is invested in an investment agreement (as defined in clause (vii) of the definition of Permitted Investments in Section 1.03 hereof) or a repurchase agreement (as defined in clause (xi) of such definition) such agreement may have a maturity longer than five (5) years if the Fiscal Agent is authorized by the provisions of such agreement to draw the full amount thereof, without penalty, if required for the purposes of the Reserve Fund, and any sub-account therein. The City shall cause the Permitted Investments, other than such investment agreements, in which moneys on deposit in the Reserve Fund, and any sub-account therein, are invested to be valued at fair market value and at least once in each Fiscal Year. Fiscal Agent’s pricing service, as reflected on its monthly statements, satisfies fair market value.

ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of and interest and any premium on the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement to the extent that the Special Tax Revenues are available therefor, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds.

Section 5.02. Special Obligation. The Bonds are special obligations of the City and the District and are payable solely from and secured solely by the Special Tax Revenues (except the amount which will be deposited in the Administrative Expense fund each Fiscal Year) and the amounts in the Bond Fund and the Special Tax Fund. The 2025 Bonds are further secured by all moneys deposited in the Reserve Fund.

Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

Section 5.04. Against Encumbrances. The City shall not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement.

Section 5.05. Books and Accounts. The City shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Administrative Expense Fund. Such books of record and accounts shall at all times during business hours, upon reasonable notice, be subject to the inspection of the Owners of not less than ten percent (10%) of the aggregate principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

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36 Section 5.06. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City.

Section 5.07. Collection of Special Tax Revenues. The City shall comply with all requirements of the Act, including the enactment of necessary Ordinances, so as to ensure the timely collection of Special Tax Revenues, including without limitation, the enforcement of the payment or collection of delinquent Special Taxes.

On or within five (5) Business Days of June 1 of each year, the Fiscal Agent shall provide the City with a notice stating the amount then on deposit in the Special Tax Fund, the Bond Fund and the Reserve Fund (including all accounts and sub-accounts therein), the monthly statements provided by the Fiscal Agent shall satisfy this notice requirement. The receipt of such notice by the City or the failure of the Fiscal Agent to give such notice shall in no way affect the obligations of the City under the following two paragraphs. The Fiscal Agent shall have no liability if it does not provide such notice to the City. Upon receipt of such notice, the City shall communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current Fiscal Year.

The City shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Act by August 10 of each year (or such later date as may be authorized by the Act or any amendment thereof) that the Bonds are Outstanding, such that the computation of the levy is complete before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within Improvement Area No. 1 for inclusion on the tax roll for the Fiscal Year then beginning. Upon the completion of the computation of the amounts of the levy of the Special Taxes, the City shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the tax roll. Notwithstanding the preceding provisions of this paragraph, the City Council may elect, as permitted by the Act, to collect the Special Taxes to be levied for any Fiscal Year directly from the owners of the parcels of taxable property upon which the Special Taxes are levied rather than by transmitting the Special Taxes to the Auditor for collection on the tax roll; provided that, in such event, the City shall otherwise comply with the provisions of this Section 5.07.

The City shall fix and levy the amount of Special Taxes within Improvement Area No. 1 required for the payment of the principal of and interest on any Outstanding Bonds becoming due and payable during the ensuing calendar year, including any necessary replenishment of the Reserve Fund, and the amount estimated to be sufficient to pay the Administrative Expenses during such calendar year. The Special Taxes so levied shall not exceed the authorized amounts for Improvement Area No. 1 as provided in the proceedings for the establishment of the District and the designation of Improvement Area No. 1 therein.

The Special Taxes shall be payable and be collected (except in the event of judicial foreclosure proceedings pursuant to Section 5.11 hereof) in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property.

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37 The City will not, in collecting the Special Taxes or in processing any such judicial foreclosure proceedings, exercise any authority which it has pursuant to Sections 53340, 53344.1, 53356.1 and 53356.5 of the California Government Code in any manner which would materially and adversely affect the interests of the Owners and, in particular, will not permit the tender of Bonds in full or partial payment of any Special Taxes except upon receipt of a certificate of an Independent Financial Consultant certifying that to accept such tender will not result in the City having insufficient Special Tax Revenues to pay the principal of and interest on the Bonds and remaining Outstanding following such tender.

Section 5.08. 5.08 Levy of Special Taxes for Administrative Expenses. The City covenants that, to the extent that it is legally permitted to do so, (a) it will levy the Special Taxes for the payment of the Administrative Expenses which are expected to be incurred in each Fiscal Year, and (b) it will not initiate proceedings under the Act to reduce the Maximum Special Tax rates (the “Maximum Rates”) on then existing Developed Property in Improvement Area No. 1 below the amounts which are necessary to provide Special Tax Revenues in an amount equal to estimated Administrative Expenses for the then current Fiscal Year plus an amount equal to one hundred ten percent (110%) of Maximum Annual Debt Service on the Outstanding Bonds. For purposes of this Section, “Developed Property” has the meaning set forth in the Rate and Method of Apportionment.

The City further covenants that in the event an ordinance is adopted by initiative pursuant to Section 3 of Article XIII C of the California Constitution, which purports to reduce or otherwise alter the Maximum Rates, it will commence and pursue legal action seeking to preserve its ability to comply with its covenant contained in the preceding paragraph.

Section 5.09. Further Assurances. The City will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Agreement.

Section 5.10. Tax Covenants. The City covenants that:
(A) It will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of the initial issuance and delivery of the Bonds which are issued as tax-exempt bonds, would have caused any of the Bonds which are issued as tax-exempt bonds to be “arbitrage bonds” within the meaning of Section 103(b) and Section 148 of the Code; (B) It will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the Bonds which are issued as tax-exempt bonds, would result in loss of exclusion from gross income for purposes of federal income taxation under Section 103(a) of the Code of interest paid with respect to the Bonds which are issued as tax-exempt bonds;
(C) It will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the Bonds which are issued as tax-exempt bonds, would have caused any of the Bonds which are issued as tax-exempt bonds to be “private activity bonds” within the meaning of Section 141 of the Code;

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38 (D) It will comply with the Rebate Certificate as a source of guidance for achieving compliance with the Code; and
(E) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest paid with respect to the Bond which are issued as tax-exempt bonds, it will comply with each applicable requirement of Section 103 and Sections 141 through 150 of the Code.

The covenants of the City contained in this Section 5.10 shall survive the payment, redemption or defeasance of Bonds pursuant to Section 9.03 hereof.

Section 5.11. Covenant to Foreclose. Pursuant to Section 53356.1 of the California Government Code, the City covenants with and for the benefit of the Owners of the Bonds that: (i) it will order, and cause to be commenced, judicial foreclosure proceedings against properties in Improvement Area No. 1 with delinquent Special Taxes in excess of $7,000 by the October 1 following the close of the Fiscal Year in which such Special Taxes were due, and (ii) following the close of each Fiscal Year in which it receives Special Taxes in an amount which is less than ninetyfive percent (95%) of the total Special Taxes levied, if the amount on deposit in the Reserve Fund is less than the applicable Reserve Requirement it will commence judicial foreclosure proceedings against all properties in Improvement Area No. 1 with delinquent Special Taxes by October 1, and diligently pursue to completion such foreclosure proceedings.

Section 5.12. Prepayment of Special Taxes. The City shall cause all applications of owners of property in Improvement Area No. 1 to prepay and satisfy the Special Tax obligation for their property to be reviewed by the Tax Consultant and shall not accept any such prepayment unless such consultant certifies in writing that following the acceptance of the proposed prepayment by the City and the redemption of Bonds with such prepayment, the amount of Maximum Special Tax A that may be levied on all parcels of Taxable Property after the proposed prepayment will be at least

1.1 times Maximum Annual Debt Service on the Outstanding Bonds that will remain outstanding after the prepayment plus the estimated annual Administrative Expenses. For purposes of this Section, “Maximum Special Tax A” and “Taxable Property” have the meanings set forth in the Rate and Method of Apportionment.

Section 5.13. Calculation of Prepayments. The City will cause all Special Tax Prepayments to be calculated to include the amount of the premium on the Outstanding Bonds that will be redeemed with the Special Tax Prepayment and negative arbitrage on the investment of the Special Tax Prepayment from the date of receipt until the Interest Payment Date upon which the Special Tax Prepayment and the amount to be transferred from the Reserve Fund to the Principal Account pursuant to Section 4.03(F) hereof will be used to redeem Outstanding Bonds pursuant to Section 2.03(B) hereof. The City will not include in any calculation of the amount of any Special Tax Prepayment for any parcel of taxable property in Improvement Area No. 1 a proportionate amount of the amount then on deposit in the Reserve Fund, if at the time of such calculation the amount on deposit in the Reserve Fund or such reserve accounts is less than the applicable Reserve Requirement.

Section 5.14. Continuing Disclosure. The City hereby covenants and agrees that they will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

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39 Section 5.15. Accountability Measures. The City shall comply with the requirements of Section 53410 of the California Government Code with respect to the deposit and expenditure of the Proceeds of the sale of the Bonds and shall cause the appropriate officer of the City to file a report with the City Council no later than January 1, 2027, and annually thereafter, which shall contain the information required by Section 53411 of the California Government Code with respect to the expenditure of the Proceeds.

Section 5.16. State Reporting Requirements. In addition to Section 5.15, the following requirements shall apply to the Bonds:
(A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the 2025 Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Finance Director shall cause the information required by California Government Code Section 53359.5(b) to be supplied to CDIAC. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.
(B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the Bonds due to insufficiency of funds on deposit in the Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and interest on the Bonds so as to reduce the amount in the Reserve Fund to less than the Reserve Requirement, or if funds are withdrawn from another debt service reserve fund to pay principal and interest on the Bonds so as to reduce the amount in such fund to less than the applicable reserve requirement, the Fiscal Agent shall notify the Finance Director of such failure or withdrawal in writing. The Finance Director shall notify CDIAC and the Underwriters of such failure or withdrawal within 10 days of such failure or withdrawal.
(C) Special Tax Reporting. The Finance Director shall file a report with the District no later than the January 1 first succeeding the date of the 2025 Bonds, and at least once a year thereafter, which annual report shall contain: (i) the amount of Special Taxes collected and expended with respect to the District, (ii) the amount of Bond proceeds collected and expended with respect to the District, and (iii) the status of the Project. It is acknowledged that the annual report described in the preceding sentence is intended to satisfy the requirements of Sections 50075.1(d), 50075.3(d) and 53411 of the California Government Code. (D) Compliance with Section 53343.2. The City shall comply with the provisions of California Government Code Section 53343.2, which require the City, within seven months after the last day of each fiscal year, to display prominently on its Internet Web site all of the following information:
(i) A copy of an annual report for that fiscal year if requested pursuant to Section 53343.1; and
(ii) A copy of the report provided to the California Debt and Investment Advisory Commission pursuant to Section 53359.5.

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40 (E) Amendment. The reporting requirements of this Section 5.16 shall be amended from time to time, without action by the District or the Fiscal Agent (i) with respect to subparagraphs (A) and (B) above, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act, (ii) with respect to subparagraph (C) above, to reflect any amendments to Section 50075.1, 50075.3, 53410 or 53411 of the California Government Code and (iii) with respect to subparagraph (D) above, to reflect any amendments to Section 53343.2. Notwithstanding the foregoing, any such amendment shall not, in itself, affect the City’s obligations under the Continuing Disclosure Certificate. The District shall notify the Fiscal Agent in writing of any such amendments which affect the reporting obligations of the Fiscal Agent under this Agreement. (F) No Liability. None of the District, the City and its officers, agents and employees, the Finance Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 5.16.

The Finance Director shall provide copies of any such reports to any Owner upon the written request of an Owner and payment by the person requesting the information of the cost of the District to photocopy and pay any postage or other delivery cost to provide the same, as determined by the Finance Director.

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02 hereof, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer’s Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer’s Certificate, the Fiscal Agent shall hold funds uninvested. The Fiscal Agent shall not have any responsibility for determining the legality of any Permitted Investments. The Fiscal Agent shall have no obligation to pay additional interest or maximize investment income on any funds held by it. Neither the City nor the Owners of the Bonds shall have any claim of any kind against the Fiscal Agent in connection with investments properly made pursuant to this Section 6.01. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of Investment Earnings in funds and accounts.

The Fiscal Agent and its affiliates may act as sponsor, advisor, depository, principal or agent in the holding, acquisition or disposition of any investment. The Fiscal Agent shall not incur any liability for losses arising from any investments made pursuant to this Section 6.01. For purposes of determining the amount on deposit in any fund or account held hereunder, all Permitted Investments or investments credited to such fund or account shall be valued at the cost thereof (excluding accrued interest and brokerage commissions, if any).

Subject in all respects to the provisions of Section 6.02 hereof, investments in any and all funds and accounts may be commingled in a single fund for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the

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41 credit of particular funds or accounts of amounts received or held by the Fiscal Agent hereunder, provided that the Fiscal Agent shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.

The Fiscal Agent shall sell or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited, and the Fiscal Agent shall not be liable or responsible for any loss resulting from the acquisition or disposition of any such investment security in accordance herewith.

The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City or the District the right to receive brokerage confirmations of securities transactions as they occur, at no additional cost, the City for itself and the District specifically waives receipt of such confirmations to the extent permitted by law. The Fiscal Agent shall furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.

The Fiscal Agent may make any investments hereunder through its own bond or investment department or trust investment department, or those of its parent or any affiliate.

Section 6.02. Rebate Fund; Rebate to the United States. There is hereby created, to be held by the Fiscal Agent, as a separate account distinct from all other funds and accounts held by the Fiscal Agent under this Agreement, the Rebate Fund. The Fiscal Agent shall, in accordance with written directions received from an Authorized Officer, deposit into the Rebate Fund moneys transferred by the City to the Fiscal Agent pursuant to the Rebate Certificate or moneys transferred by the Fiscal Agent from the Reserve Fund. The Rebate Fund shall be held either uninvested or invested only in Federal Securities at the written direction of the City. Moneys on deposit in the Rebate Fund shall be applied only to payments made to the United States, to the extent such payments are required by the Rebate Certificate. The Fiscal Agent shall, upon written request and direction of the City, make such payments to the United States.

The Fiscal Agent may rely conclusively upon the City’s determinations, calculations and certifications required by this Section. The Fiscal Agent shall have no responsibility to independently make any calculation or determination or to review the City’s calculations hereunder.

The Fiscal Agent’s sole responsibilities under this Section 6.02 are to follow the written instructions of the City pertaining hereto. The City shall be responsible for any fees and expenses incurred by the Fiscal Agent pursuant to this Section 6.02.

The Fiscal Agent shall, upon written request and direction from the City, transfer to or upon the order of the City any moneys on deposit in the Rebate Fund in excess of the amount, if any, required to be maintained or held therein in accordance with the Rebate Certificate.

Section 6.03. Liability of City. The City shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms,

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42 conditions, covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds.

In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Agreement. The City shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts.

No provision of this Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of and of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

Whenever in the administration of its duties under this Agreement the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent or the certificate of another person or entity as may seem reasonable to the City, and such certificate shall be full warranty to the City for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 6.04. Employment of Agents by City. In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities.

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. U.S. Bank Trust Company, National Association is hereby appointed Fiscal Agent, registrar and paying agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.

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43 Any company into which the Fiscal 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 it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section 7.01, shall be the successor to the Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

The City may, upon a 30-day notice of removal, remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank, national banking association, corporation or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such bank, national banking association, corporation or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent.

If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section 7.01 within forty-five (45) days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent, at the expense of the City, or any Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.

Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City and the District, and the Fiscal Agent assumes no responsibility for the correctness of the same, nor makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, nor shall the Fiscal Agent incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds.

In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance

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44 with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

The Fiscal Agent shall not be liable for any error of judgment made in good faith by the Fiscal Agent unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.

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

The Fiscal Agent shall not be responsible for accounting for, or paying to, any party to this Agreement, including, but not limited to the City and the Owners, any returns on or benefit from funds held for payment of unredeemed Bonds or outstanding checks and no calculation of the same shall affect, or result in any offset against, fees due to the Fiscal Agent under this Agreement.

The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.

All indemnification and releases from liability granted herein to the Fiscal Agent shall extend to the directors, officers and employees of the Fiscal Agent.

The Fiscal 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, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Fiscal Agent, or another method or system specified by the Fiscal Agent as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Fiscal 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 City whenever a person is to be added or deleted from the listing. If the City elects to give the Fiscal Agent Instructions using Electronic Means and the Fiscal Agent in its discretion elects to act upon such Instructions, the Fiscal Agent’s understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Fiscal Agent cannot determine the identity of the actual sender of such Instructions and that the Fiscal Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency

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45 certificate provided to the Fiscal Agent have been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Fiscal Agent and that the City 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 City. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Fiscal Agent, including without limitation the risk of the Fiscal 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 Fiscal Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (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 Fiscal Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

The permissive right of the Fiscal Agent to do things enumerated in this Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct.

The Fiscal Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, affiliates, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Fiscal Agent shall not be answerable for any willful misconduct or negligence on the part of any attorney, agent or receiver selected by it with reasonable care.

Section 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including, but not limited to, quarterly statements reporting funds held and transactions by the Fiscal Agent.

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Fiscal Agent hereunder in good faith and in accordance therewith.

Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate shall be full warranty to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in

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46 lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of its powers and duties under this Agreement, and the Fiscal Agent shall have a first priority lien therefor on any funds at any time held by it in the Administrative Expense Fund, and the Fiscal Agent shall pay and reimburse all expenses, charges, fees and other disbursements, including those of its attorneys, agents and employees, incurred in connection therewith from the funds held by it in the Administrative Expense Fund. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents, harmless against any liabilities, costs, claims, expenses or charges of any kind whatsoever (including fees and expenses of its attorneys) which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section 7.05 shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement.

Section 7.06. Books and Accounts. The Fiscal Agent shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions made by it to the expenditure of amounts disbursed from the Bond Fund, the Special Tax Fund, the Administrative Expense Fund, the Reserve Fund and the Costs of Issuance Fund. Such books of record and accounts shall, upon reasonable notice, at all times during business hours be subject to the inspection of the City and the Owners of not less than ten percent (10%) of the aggregate principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted.
(A) This Agreement and the rights and obligations of the District and the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of the Owners, or with the written consent, without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04 hereof. No such modification or amendment shall (i) extend the maturity of any Bond or the time for paying interest thereon, or otherwise alter or impair the obligation of the City on behalf of the District to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation of any pledge of or lien upon the Special Tax Revenues, or the moneys on deposit in the Special Tax Fund, the Bond Fund or the Reserve Fund, superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), (iii) reduce the percentage of Bonds required for the amendment hereof, or (iv) reduce the principal amount of or redemption premium on any Bond or reduce the interest rate thereon. Any such amendment may

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47 not modify any of the rights or obligations of the Fiscal Agent without its written consent. The Fiscal Agent shall be furnished an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Section 8.01 and the Fiscal Agent may conclusively rely on such opinion.
(B) This Agreement and the rights and obligations of the District and the City and the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:
(1) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (2) to make modifications not adversely affecting any Outstanding series of Bonds of the District in any material respect; (3) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provisions of this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners;
(4) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of moneys to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds which are issued as taxexempt bonds or to conform with the Regulations; or (5) to provide for the issuance of Parity Bonds pursuant to Section 2.13 hereof;
Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.

In such event, the City is authorized to fix the time and place of any such meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of the meeting.

Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time enter into a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01(A) hereof, to take effect when and as provided in this Section 8.03. A copy of the Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, postage prepaid, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of the Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided.

Such a Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate

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48 principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04 hereof. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed.

After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the documents required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article VIII) upon the City, the District and the Owners of all Bonds then Outstanding at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty (60)-day period.

Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or participate in any action provided for in this Article VIII; except that in determining whether the Fiscal Agent shall be protected in relying upon any such vote, consent or other action of an Owner, only Bonds which the Fiscal Agent actually knows to so be owned or held by or for the account of the City shall be disregarded unless all Bonds are so owned or held, in which case such Bonds shall be considered Outstanding for the purpose of such determination. Upon request of the Fiscal Agent, the City shall specify to the Fiscal Agent those Bonds disqualified pursuant to this Section and the Fiscal Agent may conclusively rely on such certificate.

Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

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49 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and upon presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for like Bonds then Outstanding, upon surrender of such Bonds.

Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds.

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy or claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.

Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.03. Discharge of Agreement.

If the City shall pay and discharge the indebtedness on all or a portion (a “Partial Discharge”) of the Outstanding Bonds in any one or more of the following ways:
(A) by well and truly paying or causing to be paid the principal of and interest and any premium on such Bonds, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, in trust, at or before maturity, an amount of money which, together with the amounts then on deposit in the Bond Fund (including all accounts therein), the Special Tax Fund and the Reserve Fund, or in the event of a Partial Discharge, the appropriate portion of such amounts, as determined by the City, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums, if any; or

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50 (C) by irrevocably depositing with the Fiscal Agent, in trust, cash or noncallable Defeasance Securities in such amount as the City shall determine, as confirmed by an Independent Financial Consultant, will, together with the interest to accrue thereon and amounts then on deposit in the Bond Fund (including all accounts therein), the Special Tax Fund and the Reserve Fund, or in the event of a Partial Discharge, the appropriate portion of such amounts, as determined by the City and confirmed by an Independent Financial Consultant, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any such Bonds shall not have been surrendered for payment, the pledge of the Special Tax Revenues and other funds provided for in this Agreement and all other obligations of the City and the District under this Agreement with respect to such Bonds shall cease and terminate, except the obligation of the City to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums due thereon, the obligation of the City to pay all amounts owing to the Fiscal Agent pursuant to Section 7.05 hereof, and the obligations of the City pursuant to the covenants contained in Section 5.10 hereof; and thereafter Special Taxes shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent. The satisfaction and discharge of this Agreement as to all of the Outstanding Bonds shall be without prejudice to the rights of the Fiscal Agent to charge and be reimbursed by the City for the expenses which it shall thereafter incur in connection herewith.

Any funds held by the Fiscal Agent to pay and discharge the indebtedness on such Bonds, upon payment of all fees and expenses of the Fiscal Agent, which are not required for such purpose, shall be paid over to the City.

Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such a request, declaration or other instrument, or of a writing appointing such an attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such a notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registration books maintained by the Fiscal Agent pursuant to Section 2.08 hereof.

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51 Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith.

Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City or the District shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid (first class, registered or certified) in a post office letter box addressed (until another address is filed by the City with the Fiscal Agent) as follows:

City of El Paso de Robles
1000 Spring Street
El Paso de Robles, California 93446
Attn: City Manager
Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid (first class, registered or certified) in a post office letter box addressed (until another address is filed by the Fiscal Agent with the City) as follows:

U.S. Bank Trust Company, National Association
633 W. 5th Street, 24th Floor
Los Angeles, California 90071
Attn: Corporate Trust
Section 9.07. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held by a court of competent jurisdiction to be illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement.

The City hereby declares that it would have executed and delivered this Agreement and each and every other section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more sections, paragraphs, sentences, clauses or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payment of such principal, interest and premium have become payable, if such moneys were held by the Fiscal Agent at such date, shall be paid by the Fiscal Agent (without liability for interest) to the City as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners of such Bonds shall look only to the City for the payment of the principal of, and interest and any premium on, their Bonds.

82472.04037\44301292.3
Attachment 2
52 Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.

Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.

Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.

Section 9.12. Payment on Business Day. In any case where the date of the payment of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption is other than a Business Day, the payment of interest or principal (and premium, if any) need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required, and no interest shall accrue for the period from and after such date.

Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
(Signature page follows)

82472.04037\44301292.3
Attachment 2
S-1
IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name on behalf of the District, and the Fiscal Agent, in acknowledgment of its acceptance of the trusts created hereunder, has caused this Agreement to be executed in its name, all as of the date and year first herein above written.

CITY OF EL PASO DE ROBLES, for and on
behalf of COMMUNITY FACILITIES DISTRICT
NO. 2022-1N (OLSEN/SOUTH CHANDLER -
FACILITIES) (IMPROVEMENT AREA NO. 1)

OF THE CITY OF EL PASO DE ROBLES,

COUNTY OF SAN LUIS OBISPO, STATE OF

CALIFORNIA
By: ______________________________________
Chris Huot.

City Manager
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent
By: ______________________________________
Authorized Officer
-Signature PageFiscal Agent Agreement

82472.04037\44301292.3
Attachment 2
A-1

EXHIBIT A
FORM OF 2025 BOND

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE

DEPOSITORY (AS DEFINED IN THE AGREEMENT) TO THE FISCAL AGENT FOR

REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND AUTHENTICATED AND DELIVERED IS REGISTERED IN THE NAME OF CEDE & CO.

OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED

REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE, OR OTHER USE

HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. ________________ $____________________

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF SAN LUIS OBISPO
COMMUNITY FACILITIES DISTRICT NO. 2022-1N (OLSEN/SOUTH CHANDLER -

FACILITIES)
(IMPROVEMENT AREA NO. 1)

OF THE CITY OF EL PASO DE ROBLES

SPECIAL TAX BONDS,
2025 SERIES A
INTEREST RATE MATURITY DATE DATED DATE CUSIP NO.

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: DOLLARS
The City of El Paso de Robles (the “City”), for and on behalf of Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) of the City of El Paso de Robles, County of San Luis Obispo, State of California (the “District”), for value received, hereby promises to pay, from the Special Taxes (as hereinafter defined) to be collected in Improvement Area No. 1 of the District (“Improvement Area No. 1”) or amounts in certain of the funds and accounts held under the Agreement (as hereinafter defined) to the registered owner named above, or registered assigns, on the maturity date specified above, unless redeemed prior thereto as hereinafter provided, the principal amount specified above, and to pay interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date (as defined below) preceding such Interest Payment Date, in which event it shall bear interest from

82472.04037\44301292.3
Attachment 2
A-2
such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of this Bond, interest is in default thereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon or from the Closing Date, if no interest has previously been paid or made available for payment thereon. Interest will be paid semiannually on March 1 and September 1 (each an “Interest Payment Date(s)”), commencing March 1, 2026, at the interest rate specified above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable by check to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office of U.S. Bank Trust Company, National Association (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail, postage prepaid, on each Interest Payment Date to the registered owner hereof as of the close of business on the fifteenth (15th) day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such registered owner’s address as it appears on the registration books maintained by the Fiscal Agent; except that at the written request of the owner of at least $1,000,000 in aggregate principal amount of outstanding Bonds filed with the Fiscal Agent prior to the Record Date preceding any Interest Payment Date, interest on such Bonds shall be paid to such owner on such Interest Payment Date by wire transfer of immediately available funds to an account in the United States of America designated in such written request.

This Bond is one of a duly authorized issue of bonds approved by the qualified electors of Improvement Area No. 1 of the District pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code (the “Mello-Roos Act”), for the purpose, among others, of financing the construction and acquisition of certain public facilities within and for the District, and is one of the series of Bonds designated “Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) (Improvement Area No. 1) of the City of El Paso de Robles Special Tax Bonds, 2025 Series A (the “Bonds”), in the aggregate principal amount of $_____________. The issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City on November __, 2025 (the “Resolution”), and that certain Fiscal Agent Agreement, dated as of December 1, 2025 (the “Agreement”), by and between the City and the Fiscal Agent and this reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the owner of this Bond assents to the terms and conditions of the Resolution and the Agreement. The Resolution is adopted under, the Agreement is executed under, this Bond is issued under, and all are to be construed in accordance with, the laws of the State of California.

Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on the Bonds are payable from the annual levy of Special Taxes (as defined in the Agreement), authorized under the Mello-Roos Act to be collected within Improvement Area No. 1 and are secured by a pledge of and first lien upon the revenues derived therefrom and certain funds held by the Fiscal Agent pursuant to the Agreement.

Any tax for the payment hereof shall be limited to the Special Taxes, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do

82472.04037\44301292.3
Attachment 2
A-3
not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than as described hereinabove.

The City has covenanted for the benefit of the owners of the Bonds that (i) it will order, and cause to be commenced, judicial foreclosure proceedings against properties in Improvement Area No. 1 with delinquent Special Taxes in excess of $7,000 by the October 1 following the close of the Fiscal Year in which such Special Taxes were due, and (ii) following the close of each Fiscal Year in which it receives Special Taxes in an amount which is less than ninety-five percent (95%) of the total Special Taxes levied, if the amount on deposit in the Reserve Fund is less than the applicable Reserve Requirement it will commence judicial foreclosure proceedings against all properties in Improvement Area No. 1 with delinquent Special Taxes by the October 1 and diligently pursue to completion such foreclosure proceedings.

The Bonds are subject to redemption prior to their stated maturity dates at the option of the City on September 1, 20__ or any date thereafter, in whole or in part from such maturities as selected by the City (and by lot within any one maturity), in integral multiples of $5,000, at the option of the City from moneys derived by the City from any source, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), together with accrued interest to the date of redemption, as follows:

Redemption Dates Redemption Price
September 1, 20__ through and including August 31, 20__ 103% September 1, 20__ through and including August 31, 20__ 102 September 1, 20__ through and including August 31, 20__ 101 September 1, 20__ and any date thereafter 100
The Bonds are subject to mandatory redemption prior to their stated maturity dates on any Interest Payment Date, as selected among maturities by the City (and by lot within any one maturity), in integral multiples of $5,000, from moneys derived by the City from Special Tax Prepayments, at redemption prices (expressed as percentages of the principal amounts of the Bonds to be redeemed), together with accrued interest to the date of redemption, as follows:

Redemption Dates Redemption Price
Any Interest Payment Date through and including March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 The outstanding Bonds maturing on September 1, 20__, September 1, 20__, September 1, 20__, September 1, 20__, and September 1, 20__ are subject to mandatory sinking fund redemption, in part, without premium, on September 1, 20__, September 1, 20__, September 1, 20__, September 1, 20__, and on September 1, 20__, respectively, and on each September 1 thereafter to maturity as provided in the Agreement.

Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner and to the extent provided in the Agreement.

82472.04037\44301292.3
Attachment 2
A-4
From and after the date fixed for redemption, if funds available for the payment of the redemption prices of the Bonds selected for redemption shall have been deposited in the Bond Fund, such Bonds shall cease to be entitled to any benefit under the Agreement other than the right to receive payment of the redemption price, and interest shall cease to accrue on the Bonds to be redeemed on the redemption date specified in the notice of redemption.

This Bond shall be registered in the name of the owner hereof, as to both principal and interest.

Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for that purpose and authenticated by the manual signature of an authorized signatory of the Fiscal Agent upon the certificate of authentication endorsed hereon.

No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner or his duly authorized attorney, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof and interest hereon shall be payable only to the registered owner or to such owner’s order.

The Fiscal Agent shall require the registered owner requesting transfer or exchange hereof to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange.

The Agreement and the rights and obligations of the City and the District thereunder may be modified or amended as set forth therein.

This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed on behalf of the Fiscal Agent.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law.

82472.04037\44301292.3
Attachment 2
A-5
IN WITNESS WHEREOF, the City of El Paso de Robles, for Community Facilities District No. 2022-1N (Olsen/South Chandler - Facilities) of the City of El Paso de Robles thereof, has caused this Bond to be dated ______________, 2025, and to be signed by the facsimile signature of the Mayor of the City and countersigned by the facsimile signature of the Executive Assistant, deputized to sign on behalf of the duly appointed and acting City Clerk.

CITY OF EL PASO DE ROBLES for and on behalf
of COMMUNITY FACILITIES DISTRICT NO.
2022-1N (OLSEN/SOUTH CHANDLER -
FACILITIES) (IMPROVEMENT AREA NO. 1)

OF THE CITY OF EL PASO DE ROBLES,

COUNTY OF SAN LUIS OBISPO, STATE OF

CALIFORNIA
ATTEST:

City Clerk
___________
Mayor of the City of El Paso de Robles

82472.04037\44301292.3
Attachment 2
A-6

CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-defined Agreement.

Dated:

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, Fiscal Agent
By:_______________________________________
Authorized Signatory

82472.04037\44301292.3
Attachment 2
A-7

ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto ______________________________________________________________________________ (Name, Address and Tax Identification or
_____________________________________________________________________________, (Social Security Number of Assignee)
the within registered Bond and hereby irrevocably constitute(s) and appoint(s) _________________________________ attorney, to transfer said Bond on the books of the Fiscal Agent, with full power of substitution in the premises.

Dated: ____________________
NOTE: The signature(s) on this assignment
must correspond with the name(s) as written on
the face of the within Bond in every particular
without alteration or enlargement or any change
whatsoever.

Signature Guaranteed:

NOTE: Signature guarantee shall be made by
a guarantor institution participating in the
Securities Transfer Agents Medallion
Program or in such other guarantee program
acceptable to the Fiscal Agent.

Attachment 3
PRELIMINARY OFFICIAL STATEMENT DATED [_______]

NEW ISSUE - BOOK-ENTRY ONLY NO RATING
In the opinion of Best Best & Krieger LLP, Riverside, California (“Bond Counsel”), subject, however, to certain qualifications described in this Official Statement, under existing statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, the interest on the Series 2025 Bonds is excluded from gross income for federal income tax purposes, and interest on the Series 2025 Bonds is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Series 2025 Bonds is taken into account in determining the annual adjusted financial statement income of certain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations. In the further opinion of Bond Counsel, interest on the Series 2025 Bonds is exempt from California personal income tax. See “LEGAL MATTERS — Tax Matters.” $13,420,000*

CITY OF PASO ROBLES
COMMUNITY FACILITIES DISTRICT NO. 2022-1N (OLSEN/SOUTH CHANDLER RANCH – FACILITIES) (IMPROVEMENT AREA NO. 1)
SPECIAL TAX BONDS, 2025 SERIES A
Dated: Date of Delivery Due: September 1, as shown on the inside front cover page The City of Paso Robles Community Facilities District No. 2022-1N (Olsen/South Chandler Ranch - Facilities) (Improvement Area No. 1) Special Tax Bonds, 2025 Series A (the “Series 2025 Bonds”) are being issued and delivered to (i) finance various public improvements needed with respect to the development within City of Paso Robles Community Facilities District No. 2022-1N (Olsen/South Chandler Ranch - Facilities), County of San Luis Obispo, State of California (the “District”), (ii) fund a reserve fund securing the Series 2025 Bonds; (iii) fund a deposit to the administrative expense fund in the amount of $25,000; (iv) fund a portion of capitalized interest on the Series 2025 Bonds through September 1, 2026, and (v) pay costs of issuance of the Series 2025 Bonds. The District has been formed and Improvement Area No. 1 of the District (“Improvement Area No. 1”) has been designated therein by the City of El Paso de Robles (the “City”) in the County of San Luis Obispo, California (the “County”).

The Series 2025 Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California), and pursuant to that certain Fiscal Agent Agreement, dated as of [DATE] (the “Fiscal Agent Agreement”), by and between the City, for and on behalf of the District, and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). The Series 2025 Bonds are special obligations of the District and are payable solely from revenues derived from certain annual Special Taxes (as defined in this Official Statement) to be levied on and collected from the owners of certain taxable land within Improvement Area No. 1, and from certain other funds pledged under the Fiscal Agent Agreement, all as further described in this Official Statement. The Special Taxes are to be levied according to the Amended Rate and Method of Apportionment for Improvement Area No. 1 approved by the City Council of the City and the qualified electors within Improvement Area No. 1. See “SOURCES OF PAYMENT FOR THE SERIES 2025 BONDS — Special Taxes” and APPENDIX A — “AMENDED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The City Council of the City is the legislative body of the District.

The Series 2025 Bonds are issuable in fully registered form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases of the Series 2025 Bonds may be made in integral multiples of $5,000 and will be in book-entry form only. Purchasers of the Series 2025 Bonds will not receive certificates representing their beneficial ownership of the Series 2025 Bonds but will receive credit balances on the books of their respective nominees. The Series 2025 Bonds will not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described in this Official Statement. Interest on the Series 2025 Bonds will be payable semiannually on each March 1 and September 1, commencing March 1, 2026. Principal of and interest on the Series 2025 Bonds will be paid by the Fiscal Agent to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the Series 2025 Bonds. See “THE SERIES 2025 BONDS — General Provisions,” “— Book-Entry Only System” and APPENDIX H — “INFORMATION CONCERNING DTC.”
Neither the full faith and credit nor the taxing power of the City, the County, the State of California or any political subdivision of such entities is pledged to the payment of the Series 2025 Bonds. Except for the Special Tax Revenues (as defined herein), no other taxes are pledged to the payment of the Series 2025 Bonds.

The Series 2025 Bonds are special obligations of the District payable solely from Special Taxes and certain other amounts held under the Fiscal Agent Agreement as more fully described in this Official Statement.

The Series 2025 Bonds are subject to optional redemption, mandatory redemption prior to maturity from special tax prepayments, and mandatory sinking fund redemption as described in this Official Statement. See “THE SERIES 2025 BONDS — Redemption.” Investment in the Series 2025 Bonds involves risks that are not appropriate for certain investors. Certain events could affect the ability of the City to pay the principal of and interest on the Series 2025 Bonds when due. See the section of this Official Statement entitled “RISK FACTORS” for a discussion of certain risk factors that should be considered, in addition to the other matters set forth in this Official Statement, in evaluating the investment quality of the Series 2025 Bonds.

This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. ____________________

MATURITY SCHEDULE
(See Inside Cover Page)
____________________
The Series 2025 Bonds are offered when, as and if issued and accepted by Stifel, Nicolaus & Company, Incorporated., the Underwriter, subject to approval as to their legality by Best Best & Krieger LLP, Riverside, California, Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed on for the City and the District by the City Attorney and by Best Best & Krieger LLP, Riverside, California, as Disclosure Counsel, for the Underwriter by Anzel Galvan LLP, San Francisco, California, as counsel to the Underwriter, and for the Fiscal Agent by its counsel. It is anticipated that the Series 2025 Bonds in book-entry form will be available for delivery to DTC in New York, New York, on or about _________, 2025.

*
Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Attachment 3
[STIFEL LOGO]
Dated: __________, 2025.

Attachment 3
MATURITY SCHEDULE*

CITY OF PASO ROBLES
COMMUNITY FACILITIES DISTRICT NO. 2022-1N
(OLSEN/SOUTH CHANDLER RANCH - FACILITIES)
(IMPROVEMENT AREA NO. 1)
SPECIAL TAX BONDS, 2025 SERIES A
Base CUSIP No.†
$__________ Serial Bonds
Maturity Date
(September 1)
Principal
Amount Interest Rate Yield Price CUSIP†©
$_________ [__]% Term Bonds due September 1, 20__ Yield: [__]% Price: [__] CUSIP No.†[__] $_________ [__]% Term Bonds due September 1, 20__ Yield: [__]% Price: [__] CUSIP No.†[__]

*
Preliminary; subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed on behalf of American Bankers Association by FactSet Research Systems Inc. This information is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the City, the District or the Underwriter and are included solely for the convenience of the registered owners of the applicable Bonds. None of the City, the District or the Underwriter is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the applicable Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds.

Attachment 3
CITY OF El PASO DE ROBLES

MAYOR AND CITY COUNCIL
John Hamon, Mayor
Kris Beal, Council Member, District 1
Chris Bausch, Council Member, District 2
Steve Gregory, Council Member, District 3
Fred Strong, Council Member, District 4

CITY STAFF
Chris Huot, City Manager
Ryan Cornell, City Treasurer/Administrative Services Director Catherine Piatti, Finance Manager
Melissa Martin, City Clerk

BOND AND DISCLOSURE COUNSEL
Best Best & Krieger LLP
Sacramento, California

CITY ATTORNEY
Best Best & Krieger LLP
Sacramento, California

MUNICIPAL ADVISOR
NHA Advisors, LLC
San Rafael, California

SPECIAL TAX CONSULTANT
DTA Public Finance, Inc.

Irvine, California

APPRAISER
Integra Realty Resources
Rocklin, California

FISCAL AGENT
U.S. Bank Trust Company, National Association
Los Angeles, California

Attachment 3
For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended (“Rule 15c2-12”), the Preliminary Official Statement constitutes an “official statement” of the City with respect to the Series 2025 Bonds that has been deemed “final” by the City as of its date except for the omission of no more than the information permitted by Rule 15c2-12.

Except where otherwise indicated, all information contained in this Official Statement has been provided by the City and the District. No dealer, broker, salesperson or other person has been authorized by the City, the District, the Fiscal Agent or the Underwriter to give any information or to make any representations in connection with the offer or sale of the Series 2025 Bonds other than those contained in this Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the City, the District, the Fiscal Agent or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Series 2025 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

This Official Statement is not to be construed as a contract with the purchasers or Owners of the Series 2025 Bonds.

Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described in this Official Statement, are intended solely as such and are not to be construed as representations of fact. This Official Statement, including any supplement or amendment to this Official Statement, is intended to be deposited with the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board, which can be found at www.emma.msrb.org.

The information set forth in this Official Statement which has been obtained from third party sources is believed to be reliable but is not guaranteed as to accuracy or completeness by the City or the District. The information and expressions of opinion in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District or any other parties described in this Official Statement since the date of this Official Statement. All summaries of the Fiscal Agent Agreement or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is made by this Official Statement to such documents on file with the City for further information. While the City maintains an Internet website for various purposes, none of the information on that website is incorporated by reference in this Official Statement or intended to assist investors in making any investment decision or to provide any continuing information with respect to the Series 2025 Bonds or any other bonds or obligations of the City. Any such information that is inconsistent with the information set forth in this Official Statement should be disregarded.

The Underwriter has provided the following sentence for inclusion in this Official Statement:

The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

Certain statements included or incorporated by reference in this Official Statement constitute “forward looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words.

Such forward-looking statements include, but are not limited to, certain statements contained in the information under the captions “IMPROVEMENT AREA NO. 1” and “PROPERTY OWNERSHIP AND THE DEVELOPMENT.” THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARDLOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS

WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY

DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT.

IN CONNECTION WITH THE OFFERING OF THE SERIES 2025 BONDS, THE UNDERWRITER MAY

OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2025 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.

SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.