Paso Robles City Council
December 2, 2025

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“Equity Securities” of any Person shall mean (a) all common stock, preferred stock, participations, shares, general partnership interests or other equity interests in and of such person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing. “Fiscal Year” shall mean the period beginning on January 1 of each year and ending on the next succeeding December 31.
“Government Authority” shall mean any national, state or local government, any political subdivision thereof, any department, agency, authority or bureau of any of the foregoing, or any other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Improvement Area No. 1” shall mean Improvement Area No. 1 of the District. “Listed Event” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. “Major Developer” means, as of any date, a Person (including the Landowner) that owns property to be developed as 42 or more of the planned single-family residential homes in Improvement Area No. 1. As of the date of this Disclosure Certificate, the Landowner is a Major Developer. “MSRB” shall mean the Municipal Securities Rulemaking Board. “Official Statement” shall mean the Official Statement, dated [______], relating to the Bonds. “Person” shall mean any natural person, corporation, partnership, firm, association, Government Authority or any other Person whether acting in an individual fiduciary, or other capacity. “Property” means, collectively, (i) the real property within the boundaries of Improvement Area No. 1 owned by the Landowner or any Affiliate thereof as of the date set forth in the applicable Semiannual Report, and (ii) the real property within the boundaries of Improvement Area No. 1 that was formerly owned by the Landowner but with respect to which the Landowner’s obligations under this Disclosure Certificate have not been assumed by a Major Developer. The term “Property” as of any date of determination does not include real property within the boundaries of Improvement Area No. 1 that has been conveyed to individual homeowners, any real property conveyed to a Person that is not a Major Developer, or any real property that is the subject of an Assumption Agreement.
“Repository” shall mean the MSRB or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Unless otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Semiannual Report” shall mean any report to be provided by the Landowner on or prior to each June 15 and December 15 of each year pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “State” shall mean the State of California.
“Underwriter” shall mean the original underwriter of the Bonds, which is Stifel, Nicolaus & Company, Incorporated.

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SECTION 3. Provision of Semiannual Reports.
(a) Until the obligations hereunder are terminated pursuant to Section 6, the Landowner shall, or, upon receipt of the Semiannual Report, the Dissemination Agent shall, not later than June 15 and December 15 of each year, commencing June 15, 2026, provide to the Repository a Semiannual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. If, in any year, June 15 or December 15 falls on a Saturday, Sunday or a federal holiday, such deadline shall be extended to the next following day. The Semiannual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate. (b) Not later than fifteen (15) calendar Days prior to the date specified in subsection (a) for providing the Semiannual Report to the Repository, the Landowner shall provide the Semiannual Report to the Dissemination Agent (if other than the Landowner) or shall provide notification to the Dissemination Agent (if other than the Landowner) that the Landowner is preparing, or causing to be prepared, the Semiannual Report and the date which the Semiannual Report is expected to be available. If by such date, the Dissemination Agent has not received a copy of the Semiannual Report or notification as described in the preceding sentence, the Dissemination Agent shall notify the Landowner of such failure to receive the report. (c) If the Dissemination Agent is unable to provide the Semiannual Report to the Repository by the date required in subsection (a) or to verify that the Semiannual Report has been provided to the Repository by the date required in subsection (a), the Dissemination Agent shall send a notice to the Repository in the form required by the Repository.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Semiannual Report the name and address of the Repository; and
(ii) promptly after receipt of the Semiannual Report, file a report with the Landowner (if not the Dissemination Agent) and the District certifying that the Semiannual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided to the Repository. (e) Notwithstanding any other provision of this Disclosure Certificate, any of the required filings hereunder shall be made in accordance with the MSRB’s EMMA system or in another manner approved under the Rule.

SECTION 4. Content of Semiannual Reports.
(a) Each Semiannual Report shall contain or include by reference the information which is updated through a date which shall not be more than 60 days prior to the date of the filing of the Semiannual Report relating to the following:

1. An update (if any) to the information relating to the Landowner and its Affiliates under the captions in the Official Statement entitled “PROPERTY OWNERSHIP AND THE DEVELOPMENT.” Such updates shall include, but not be limited to, the estimated remaining cost of the Landowner and its Affiliates to complete any of the public improvements necessary to complete the development in Improvement Area No. 1, the status of construction for the Property currently owned by the Landowner (to the extent the same remains owned by the Landowner or an Affiliate) (collectively, the “Landowner Improvements”) and any sale of Property from the Landowner to merchant builders.

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2. Any significant amendments to land use entitlements with respect to the Property owned by the Landowner or its Affiliates within Improvement Area No. 1, or that are otherwise known to the Landowner.

3. Status of Special Tax payments on all Property owned by the Landowner and its Affiliates.
(b) Any and all of the items listed above may be included by specific reference to other documents, including official statements of debt issues which have been submitted to the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Landowner shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.
(a) Until the obligations under this Disclosure Certificate are terminated pursuant to Section 6 herein, pursuant to the provisions of this Section 5, the Landowner shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material under clauses (b) and (c) as soon as practicable after obtaining knowledge of any of the following events:

1. Failure to pay any Special Taxes levied within Improvement Area No. 1 on a parcel of the Property owned by the Landowner or any Affiliate;

2. Material default by the Landowner or any Affiliate on any loan with respect to the construction or permanent financing of the Landowner Improvements to which the Landowner or any Affiliate has been provided a notice of default;

3. Material default by the Landowner or any Affiliate on any loan secured by property within Improvement Area No. 1 owned by the Landowner or any Affiliate to which the Landowner or any Affiliate has been provided a notice of default;

4. Payment default by the Landowner or any Affiliate on any loan of the Landowner or any Affiliate (whether or not such loan is secured by property within Improvement Area No. 1) which is beyond any applicable cure period in such loan if in the reasonable judgment of the Landowner, the default would materially adversely affect the financial condition of the Landowner or its Affiliates or their respective ability to pay special taxes levied within Improvement Area No. 1;

5. The filing of any proceedings with respect to the Landowner or any Affiliate, in which the Landowner or any Affiliate, may be adjudicated as bankrupt or discharged from any or all of their respective debts or obligations or granted an extension of time to pay debts or a reorganization or readjustment of debts; and

6. The filing of any lawsuit against the Landowner or any of its Affiliates which, in the reasonable judgment of the Landowner, will adversely affect the completion of the development of parcels owned by the Landowner or its Affiliates within Improvement Area No. 1, or litigation which if decided against the Landowner, or any of its Affiliates, in the reasonable judgment of the Landowner, would materially adversely affect the financial condition of the Landowner or its Affiliates or their respective ability to pay special taxes levied within Improvement Area No. 1 on Property owned by the Landowner or its Affiliates.
(b) Whenever the Landowner obtains knowledge of the occurrence of a Listed Event, the Landowner shall as soon as possible determine if such event would be material under applicable federal securities laws. The Dissemination Agent shall have no responsibility to determine the materiality of any of the Listed Events.

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(c) If the Landowner determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Landowner shall promptly file a notice of such occurrence with the Repository (or with the Dissemination Agent which shall then distribute such notice to the Repository if the Landowner is not the Dissemination Agent), with a copy to the City and the Underwriter.

SECTION 6. Termination of Reporting Obligation. The Landowner’s obligations under this Disclosure Certificate shall terminate upon the earlier to occur of the following events:
(a) the legal defeasance, prior redemption or payment in full of all of the Bonds, or (b) on the date that (1) the Landowner is no longer a Major Developer and (2) the Landowner no longer has any obligations under this Disclosure Certificate with respect to any Major Developer as a result of such obligations having been assumed under one or more Assumption Agreements entered into pursuant to this Section 6. The Landowner’s obligations under this Disclosure Certificate with respect to a Major Developer shall terminate upon the earliest to occur of (x) the date on which such Major Developer is no longer a Major Developer, as defined herein, or (y) the date on which the Landowner’s obligation with respect to such Major Developer are assumed under an Assumption Agreement entered into pursuant to this Section 6.

If such termination occurs prior to the final maturity of the Bonds, the Landowner shall give notice of such termination in the same manner as for a Semiannual Report hereunder.

Prior to termination of the Landowner’s obligations under this Disclosure Certificate pursuant to this Section 6, in the event the Landowner conveys (i) any portion of the Property owned by the Landowner or any Affiliate of the Landowner to an entity that is not an Affiliate of the Landowner, the result of which conveyance is to cause such entity to become a Major Developer, the Landowner’s obligations under this Disclosure Certificate with respect to such Property shall terminate only upon the execution of an Assumption Agreement by such entity. For purposes of clarity, the sale of Property to an entity that would not cause such entity to become a Major Developer shall not require an Assumption Agreement.

SECTION 7. Dissemination Agent. The Landowner may from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the Landowner, the Dissemination Agent shall not be responsible in any manner for the form or content of any notice or report prepared by the Landowner pursuant to this Disclosure Certificate. The Dissemination Agent may resign by providing (i) thirty days written notice to the Landowner and the Dissemination Agent and (ii) upon appointment of a new Dissemination Agent hereunder.

SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Landowner may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;
(b) The amendment or waiver either (i) is approved by the owners of the Bonds in the same manner as provided in the Fiscal Agent Agreement with the consent of owners of the Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel addressed to the District and the Dissemination Agent, materially impair the interests of the owners or Beneficial Owners of the Bonds; and

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(c) The Landowner, or the Dissemination Agent, shall have delivered copies of the amendment and any opinions delivered under (b) above to the City and the Underwriter.

In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Landowner shall describe such amendment in the next Semiannual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the information or operating data being presented by the Landowner.

SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Landowner from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Semiannual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Landowner chooses to include any information in any Semiannual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Landowner shall have no obligation under this Disclosure Certificate to update such information or include it in any future Semiannual Report or notice of occurrence of a Listed Event.

The Landowner acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Landowner, and that under some circumstances compliance with this Disclosure Certificate, without additional disclosures or other action, may not fully discharge all duties and obligations of the Landowner under such laws.

SECTION 10. Default. In the event of a failure of the Landowner or the Dissemination Agent to comply with any provision of this Disclosure Certificate, the Underwriter or any owner or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Landowner or the Dissemination Agent to comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure of the Landowner or the Dissemination Agent to comply with this Disclosure Certificate shall be an action to compel performance.

SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the Landowner, the Underwriter, owners of the Bonds or Beneficial Owners or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon a direction from the Landowner or an opinion of nationally recognized bond counsel. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Certificate. If the Dissemination Agent is other than the Landowner, the Dissemination Agent may conclusively rely upon the Semiannual Report provided to it by the Landowner as constituting the Semiannual Report required of the Landowner in accordance with this Disclosure Certificate and shall have no duty or obligation to review such Semiannual Report. If the Dissemination Agent is other than the Landowner, the Dissemination Agent shall have no duty to prepare the Semiannual Report nor shall the Dissemination Agent be responsible for filing any Semiannual Report not provided to it by the Landowner in a timely manner in a form suitable for filing with the Repositories. Any company succeeding to all or substantially all of the Dissemination Agent’s corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act.

The Dissemination Agent will not, without the Landowner’s prior written consent, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Landowner and its controlling persons from all liability arising out of such claim, action or proceedings. If a claim, action or proceeding is settled with the consent of the Landowner or if there is a final judgment (other than a stipulated final judgment without the approval of the Landowner) for the plaintiff

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in any such claim, action or proceeding, with or without the consent of the Landowner, the Landowner agrees to indemnify and hold harmless the Dissemination Agent to the extent described herein.

SECTION 12. Landowner as Independent Contractor. In performing under this Disclosure Certificate, it is understood that the Landowner is an independent contractor and not an agent of the City.

SECTION 13. Notices. Notices should be sent in writing to the following addresses by regular, overnight, or electronic mail. The following information may be conclusively relied upon until changed in writing.

Landowner: [Developer]
[TBD]
[TBD]
Attn: [TBD]
E-mail: [TBD]
City: City of El Paso de Robles
1000 Spring Street
Paso Robles, CA 93446
Attn: City Manager
Email: [TBD]
Underwriter: Stifel, Nicolaus & Company, Incorporated
[TBD]
[TBD]
Attn: Sara Brown
Email: [email protected]
SECTION 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Landowner, the City, the District, the Dissemination Agent, the Underwriter and owners of the Bonds and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

SECTION 15. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [SH AA VINEDO, LLC/TH PASO ROBLES LLC],
a California limited liability company
By:

Name: _____________________________________
Title: _____________________________________

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APPENDIX G

PROPOSED FORM OF BOND COUNSEL OPINION
[Closing Date]
City Council
City of El Paso de Robles
1000 Spring Street
Paso Robles, CA 93446
Re: $13,420,000 Community Facilities District No. 2022-1N (Olsen/South Chandler Ranch – Facilities) (Improvement Area No. 1) Special Tax Bonds, 2025 Series Aa Ladies and Gentlemen:

We have acted as bond counsel in connection with the issuance by the City of El Paso de Robles (the “City”), for and on behalf of City of Paso Robles Community Facilities District No. 2022-1N (Olsen/South Chandler Ranch – Facilities) (the “District”), of $13,420,000*aggregate principal amount of 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 “Bonds”). The Bonds are issued pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the “Act”), a resolution adopted by the City Council of the City on [DATE], 2025 (the “Resolution”), and that certain Fiscal Agent Agreement, dated as of [December 1], 2025 (the “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”).

In such connection, we have examined the Act, the Resolution, the Agreement, the Tax Certificate related to the Bonds, and certified copies of the proceedings taken for the issuance and sale of the Bonds. As to questions of fact which are material to our opinions, we have relied upon the representations of the City contained in the Agreement, and in certificates of its authorized officers which have been delivered to us for the purpose of supplying such facts, without having undertaken to verify the accuracy of any such representations by independent investigation.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other events come to our attention after the date hereof. Accordingly, this opinion speaks only as of its date and is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter.

We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the City and District. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Agreement and the Tax Certificate, including (without limitation) covenants and

* Preliminary; subject to change.

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agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the Resolution, the Agreement and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against cities and their subordinate entities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the documents mentioned in the preceding sentence. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering materials relating to the Bonds and express no opinion with respect thereto.

Based upon the foregoing, we are of the opinion, under existing law, that:

1. The Bonds have been duly and validly authorized by the City, on behalf of the District, and are legal, valid, and binding special obligations of the District. The Bonds are secured and payable solely from sources provided therefor in the Agreement.

2. The Agreement has been duly authorized by the City, on behalf of the District, and constitutes the valid and legally binding obligation of the District enforceable against the District in accordance with its terms, as such enforcement may be limited by bankruptcy, insolvency, moratorium, transfer or conveyance or other laws affecting creditors’ rights generally, or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases; provided, however, that we express no opinion with respect to any indemnification, contribution, choice of law or waiver provisions contained therein.

3. The Agreement creates a valid pledge of that which the Agreement purports to pledge, subject to the provisions of the Agreement, except to the extent that the enforceability of the Agreement may be limited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other laws affecting creditors’ rights generally, or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases.

4. Under existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Bonds is not a specific preference item for purposes of the federal alternative minimum tax imposed on individuals and corporations, however, interest on the 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.

Although the interest on the Bonds is excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on the Bonds, or any portion thereof, may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient’s particular tax status or other items of income or deduction. We express no opinion regarding any such consequences.

5. Interest on the Bonds is exempt from State of California personal income tax.

Respectfully submitted,

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APPENDIX H

INFORMATION CONCERNING DTC
The information in this section concerning DTC and DTC’s book-entry only system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the completeness or accuracy thereof. The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, premium, if any, accreted value and interest on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC to the City which the City believes to be reliable, but the City and the Underwriter do not and cannot make any independent representations concerning these matters and do not take responsibility for the accuracy or completeness thereof. Neither the DTC, Direct Participants, Indirect Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.

The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fullyregistered Bond will be issued for each annual maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited through the facilities of DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive Bonds representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

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To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as prepayments, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being prepaid, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or the Fiscal Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Fiscal Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Fiscal Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

A Bond Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Fiscal Agent, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to the Fiscal Agent. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a bookentry credit of tendered Bonds to the Fiscal Agent’s DTC account.

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DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City or the Fiscal Agent. Under such circumstances, in the event that a successor depository is not obtained, physical certificates are required to be printed and delivered.

The City may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered to DTC.

THE FISCAL AGENT, AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE

BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO OWNERS ONLY TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY DTC PARTICIPANT

TO NOTIFY ANY BENEFICIAL OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL NOT

AFFECT THE VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION

OF THE BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE.

Attachment 4
$[PAR]
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

BOND PURCHASE AGREEMENT
[Pricing Date]
City of El Paso de Robles
1000 Spring Street
El Paso de Robles, California 93446
Attn: City Manager
Ladies and Gentlemen:

Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the City of El Paso de Robles (the “City”), for and on behalf of City of Paso Robles Community Facilities District No. 2022-1N (Olsen-South Chandler Ranch - Facilities), County of San Luis Obispo, State of California (the “Community Facilities District”), which upon acceptance will be binding upon the Underwriter and the City. The agreement of the Underwriter to purchase the 2025 Bonds (as hereinafter defined) is contingent upon the City satisfying all of the obligations imposed upon it under this Purchase Agreement. This offer is made subject to the City’s acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or before 11:59 p.m., local time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for such terms in the Fiscal Agent Agreement, dated as of December 1, 2025 (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”).

1. Purchase, Sale and Delivery of the 2025 Bonds.

Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the $[PAR] aggregate principal amount of Community Facilities District No. 2022-1N (Olsen/South Chandler Ranch - Facilities) (Improvement Area No. 1) Special Tax Bonds, 2025 Series A (the “2025 Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the 2025 Bonds shall be $___________ (being 100% of the aggregate principal amount thereof, plus original issue premium of $___________ and less an Underwriter’s discount of $___________).

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2 2. The 2025 Bonds. The 2025 Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Special Tax Revenues and certain other funds pledged therefor as provided in, the Fiscal Agent Agreement, the Preliminary Official Statement (as hereinafter defined), and the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California (the “State”)) (the “Community Facilities District Act”). The issuance of the 2025 Bonds has been duly authorized by the City Council of the City (the “City Council”), as the legislative body for the Community Facilities District, pursuant to a resolution adopted on December [2], 2025, 2025 (the “Resolution of Issuance”). The proceeds of the 2025 Bonds will be used to (a) finance various public improvements needed with respect to the development within the District, (b) fund a reserve fund securing the 2025 Bonds, (c) fund a deposit to the administrative expense fund, (d) fund capitalized interest on the 2025 Bonds through ______, 20__, and (e) to pay the costs of issuance of the 2025 Bonds.

3. Public Offering and Establishment of Issue Price.

A. The Underwriter agrees to make a bona fide public offering of all of the 2025 Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the 2025 Bonds subject to this Section 3, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The 2025 Bonds will be offered and sold to certain dealers at prices lower than such initial offering prices.

The City hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the City herein, and the City shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the City herein is incorrect in any material respect.

The City knowledges and agrees that with respect to the transaction contemplated hereby: (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B of the Securities Exchange Act, as amended; (ii) the primary role of the Underwriter, as an underwriter, is to purchase securities, for resale to investors, in an arm’s length commercial transaction between the City and the Underwriter and the Underwriter has financial and other interests that differ from those of the City; (iii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the City and has not assumed any advisory or fiduciary responsibility to the City (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters); (iv) the only obligations the Underwriter has to the City with respect to the transaction contemplated hereby are expressly set forth in this Purchase Agreement; and (v) the City has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate. The City acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The City further acknowledges and represents that it has engaged NHA Advisors (the “Municipal Advisor”) as its municipal advisor within the meaning of Section 15B of the Securities Exchange Act, as amended, and will rely solely on the financial advice of the Municipal Advisor with respect to the 2025 Bonds.

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3 B. The Underwriter agrees to assist the City in establishing the issue price of the 2025 Bonds and shall execute and deliver to the City at Closing (as defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form set forth in Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel (as such term is defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the 2025 Bonds. All actions to be taken by the City under this section to establish the issue price of the 2025 Bonds may be taken on behalf of the City by the Municipal Advisor and any notice or report to be provided to the City may be provided to the Municipal Advisor.

C. Except as otherwise set forth in Exhibit A, the City will treat the first price at which 10% of each maturity of the 2025 Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the 2025 Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either: (i) the Underwriter has sold all of the 2025 Bonds of that maturity; or (ii), the 10% test has been satisfied as to the 2025 Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon the request of the City or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the 2025 Bonds.

For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the 2025 Bonds to the public prior to the Closing Date shall not be a condition to Closing.

D. The Underwriter confirms that it has offered the 2025 Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the 2025 Bonds for which the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-theoffering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the 2025 Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

1. the close of the fifth (5th) business day after the sale date; or

2. the date on which the Underwriter has sold at least 10% of that maturity of the 2025 Bonds to the public at a price that is no higher than the initial offering price to the public.

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4 The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the 2025 Bonds to the public at a price that is no higher than the initial offering price to the public.

E. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the 2025 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group, and each broker-dealer that is a party to such third-party distribution agreement, as applicable, (A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the 2025 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter; (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the 2025 Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public; and
(2) any selling group agreement relating to the initial sale of the 2025 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the 2025 Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the 2025 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.

F. The City acknowledges that, in making the representations set forth in this Section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the 2025 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the 2025 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2025 Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the 2025 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the 2025 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2025 Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party

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5 distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the 2025 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2025 Bonds.

G. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the 2025 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

1. “public” means any person other than an underwriter or a related party;

2. “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the 2025 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the 2025 Bonds to the public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the 2025 Bonds to the public);

3. a purchaser of any of the 2025 Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and

4. “sale date” means the date of execution of this Purchase Agreement by all parties.

4. The Official Statement.

A. Pursuant to the authorization of the City, the Underwriter has distributed copies of the Preliminary Official Statement dated [POS Date], relating to the 2025 Bonds, which, together with the cover page, inside cover page and appendices thereto, as supplemented by the Supplement to Preliminary Official Statement dated [POS Date], is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the City hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the City agrees to execute a final official statement relating to the 2025 Bonds (the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Best Best & Krieger LLP, as Bond Counsel (“Bond Counsel”), and as Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein.

The City hereby authorizes the Underwriter to use and promptly distribute, in connection with the offer and sale of the 2025 Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The City further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the 2025 Bonds, the Fiscal Agent Agreement, the Continuing

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6 Disclosure Agreement date [Closing Date] (the “Continuing Disclosure Certificate”), by and between the City , this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. This Purchase Agreement, the Fiscal Agent Agreement, the 2025 Bonds, the Continuing Disclosure Certificate and the hereinafter defined Acquisition Agreement are collectively referred to herein as the “Community Facilities District Documents.”
B. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the City will undertake pursuant to the Continuing Disclosure Certificate, in substantially the form attached as Appendix E to the Official Statement, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.

5. Closing. Except as the Underwriter and the City may otherwise agree, the City will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the City, the documents hereinafter mentioned; and the City will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the 2025 Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the City and authenticated by the Fiscal Agent in the manner provided for in the Fiscal Agent Agreement and the Community Facilities District Act at 8:30 a.m. California time, on [Closing Date] (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the 2025 Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The 2025 Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC. The 2025 Bonds shall be made available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection.

6. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter on behalf of itself and the Community Facilities District that:

A. The City is a general law city duly organized and validly existing under the laws of the State and has duly authorized the formation of the Community Facilities District and Improvement Area No. 1 thereof (“Improvement Area No. 1”), the incurring of bonded indebtedness thereby for Improvement Area No. 1 pursuant to resolutions duly adopted by the City Council (collectively, the “Community Facilities District Formation Resolutions” and, together with the Resolution of Issuance, the “Community Facilities District Resolutions”) and the Community Facilities District Act. The City Council, as the legislative body of the City and the Community Facilities District, has duly adopted the Community Facilities District Formation Resolutions and an ordinance of the City Council levying Special Taxes within Improvement Area No. 1 (the “Ordinance”), and has caused to be recorded in the real property records of the County of San Luis Obispo, California (the “County”), a notice of special tax lien, and any required amendments thereof (collectively, the “Notice of Special Tax Lien” and, together with the Community Facilities District Formation Resolutions and the Ordinance, the “Formation Documents”), and has duly adopted the Resolution of Issuance. Each of its Formation Documents remains in full force and effect as of the date hereof and has not been amended or rescinded. The Community Facilities District is duly

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7 organized and validly existing as a community facilities district under the laws of the State, and Improvement Area No. 1 was duly formed and is validly existing as an improvement area within the Community Facilities District under the Community Facilities District Act. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority: (i) to execute, deliver and perform its obligations under the Community Facilities District Documents, and to carry out all transactions contemplated by each of such agreements; (ii) to issue, sell and deliver the 2025 Bonds as provided herein; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Formation Documents, the Community Facilities District Documents and the Official Statement.

B. The City has complied, and will at the Closing Date be in compliance in all material respects, with the Formation Documents and the Community Facilities District Documents, and any immaterial noncompliance by the City, if any, will not impair the ability of the City to carry out, give effect to or consummate the transactions contemplated by the foregoing. From and after the date of issuance of the 2025 Bonds, the City will continue to comply with the covenants of the City contained in the Community Facilities District Documents.

C. The information in the Preliminary Official Statement and in the Official Statement relating to the City, the Community Facilities District, Improvement Area No. 1 and the 2025 Bonds (other than statements pertaining to the book-entry system, as to which no view is expressed), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any material fact or omission of any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading.

D. Up to and including 25 days after the End of the Underwriting Period, the City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not affect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the 2025 Bonds. As used herein, the term “End of the Underwriting Period” means the later of such time as: (i) the 2025 Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the 2025 Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the City at or prior to the Closing Date and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.”
E. Except as described in the Preliminary Official Statement, the City is not, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture,

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8 contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, and the performance of its obligations under the Community Facilities District Documents and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the City of its obligations under the Community Facilities District Documents or the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement.

F. Except as may be required under the “blue sky” or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations under the Community Facilities District Documents, and the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement, have been or will be obtained at the Closing Date and are or will be in full force and effect at the Closing Date.

G. The Community Facilities District Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement.

H. The 2025 Bonds are payable from, and secured by a pledge of, Special Tax Revenues, as set forth in the Fiscal Agent Agreement, the levy of which has been duly and validly authorized pursuant to the Community Facilities District Act and the Special Taxes within Improvement Area No. 1 will be fixed and levied in an amount which, together with other available funds, is required for the payment of the principal of, and interest on, the 2025 Bonds when due and payable, all as provided in the Fiscal Agent Agreement. The City has covenanted to cause the Special Taxes to be levied and collected at the same time and in the same manner as ordinary ad valorem property taxes or in such other manner as the City Council shall determine.

I. The Fiscal Agent Agreement creates a valid first pledge of and lien on the Special Tax Revenues (other than the Special Tax Revenues to be deposited to the Administrative Expense Fund for each Fiscal Year pursuant to Section 3.04(B) of the Fiscal Agent Agreement) and all moneys deposited in the Special tax Fund and the Bond Fund , and the Reserve Fund.

J. Except as disclosed in the Preliminary Official Statement, there are, to the best of the City’s knowledge, no entities with outstanding assessment liens against any of the properties within Improvement Area No. 1 or which are senior to or on a parity with the Special Taxes.

K. The information contained in the Preliminary Official Statement and in the Official Statement (other than statements therein pertaining to the DTC and its book-entry system, as to which no view is expressed) is true and correct in all material respects and such information does not and shall not contain any untrue or misleading statement of a material fact or omit to state any

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9 material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

L. The Preliminary Official Statement was deemed final by a duly authorized officer of the City prior to its delivery to the Underwriter, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of the Rule. The City hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the City shall cause a final printed form of the Official Statement to be delivered to the Underwriter in sufficient quantity to comply with Rule 15c2-12, rules of the MSRB and to meet potential customer requests for copies of the Official Statement.

M. At the time of acceptance hereof there is and as of the Closing there will be no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “Action”) pending (notice of which has been served on the City) or to the best knowledge of the City threatened, in which any such Action: (i) in any way questions the existence of the City or the Community Facilities District or the titles of the officers of the City to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of the 2025 Bonds or the payment or collection of Special Taxes or any amounts pledged or to be pledged to pay the principal of and interest on the 2025 Bonds, or in any way contests or affects the validity of the Community Facilities District Documents or the consummation of the transactions on the part of the City contemplated thereby; (iii) contests the exemption of interest on the 2025 Bonds from federal or State income taxation or contests the powers of the City which may result in any material adverse change relating to the financial condition of the City or the Community Facilities District; or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof there is and, as of the Closing Date, there will be no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence.

N. Any certificate signed on behalf of the City by any officer or employee of the City authorized to do so shall be deemed a representation and warranty by the City to the Underwriter on behalf of itself and the City as to the statements made therein.

O. At or prior to the Closing, the City will have duly authorized, executed and delivered the Continuing Disclosure Certificate in substantially the form attached as Appendix E to the Official Statement. Based upon a review of its previous undertakings, and except as disclosed in the Preliminary Official Statement, neither the City nor the City has failed to comply in all material respects with any previous undertakings with regard to the Rule to provide annual reports or notices of enumerated events in the last five years.

P. The City will apply the proceeds of the 2025 Bonds in accordance with the Fiscal Agent Agreement and as described in the Preliminary Official Statement and Official Statement.

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10 Q. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any, to maturity or to the date of redemption if redeemed prior to maturity, the City will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Fiscal Agent Agreement.

R. Between the date of this Purchase Agreement and the date of Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter.

S. The City, on behalf of the Community Facilities District, has adopted local debt policies in accordance with Section 8855(i) of the California Government Code.

The City hereby approves the preparation and distribution of the Official Statement, consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of Bond Counsel, Disclosure Counsel and the Underwriter, from time to time prior to the Closing Date.

The City hereby ratifies any prior use of and authorizes the future use by the Underwriter, in connection with the offering and sale of the 2025 Bonds, of the Preliminary Official Statement, the Official Statement, this Purchase Agreement and all information contained herein and therein, and all other documents, certificates and written statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.

The execution and delivery of this Purchase Agreement by the City shall constitute a representation by the City to the Underwriter that the representations and warranties contained in this Section 6 with respect to the Community Facilities District and the City are true as of the date hereof.

7. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to accept delivery of and pay for the 2025 Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City contained herein, to the accuracy in all material respects of the statements of the officers and other officials of the City made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date, and in reliance upon the representations and covenants of the Developer contained in the certificate(s) delivered as of the Closing Date, and to the following additional conditions:

A. At the Closing Date, the Community Facilities District Resolutions and the Community Facilities District Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the 2025 Bonds and with the 2025 Bonds, and with the transactions contemplated thereby, and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate.

B. At the Closing Date, except as described in the Preliminary Official Statement, the City shall not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of

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11 the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, and the performance of the conditions precedent to be performed hereunder will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance of the conditions precedent to be performed by the City hereunder.

C. At the Closing Date, except as described in the Preliminary Official Statement, the City shall not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, and the performance by the City of its obligations under the 2025 Bonds, the Community Facilities District Resolutions, the Community Facilities District Documents, and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed hereunder, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the City of its obligations under the Community Facilities District Documents or the performance of the conditions precedent to be performed by the City hereunder.

D. The information contained in the Official Statement is, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant hereto, true and correct in all material respects and does not, as of the Closing Date or as of the date of any supplement or amendment thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

E. Between the date hereof and the time for Closing, this Purchase Agreement shall have not been terminated by the Underwriter pursuant to Section 8 hereof.

F. At or prior to the Closing Date, the Underwriter shall have received a counterpart original or certified copy of the following documents, in each case satisfactory in form and substance to the Underwriter:

1. The Official Statement, executed on behalf of the City by an authorized officer;

Attachment 4
12 2. The Community Facilities District Documents, each duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter;

3. The Community Facilities District Resolutions and the Formation Documents, together with a certificate dated as of the Closing Date of the Clerk of the City Council to the effect that such resolutions and documents are true, correct and complete copies of the ones duly adopted by the City Council and have not been amended, modified or supplemented, except as agreed to by the Underwriter;

4. Evidence of recordation in the real property records of the County of the Notices of Special Tax Lien, in the form required by the Community Facilities District Act;

5. Specimen 2025 Bonds;

6. The approving opinion of Bond Counsel dated the Closing Date and addressed to the City in substantially the form attached as Appendix D to the Official Statement, and a reliance letter thereon addressed to the Underwriter;

7. A supplemental opinion or opinions of Bond Counsel dated the Closing Date and addressed to the Underwriter, substantially to the effect that:
(i) this Purchase Agreement and the Continuing Disclosure Agreement have been duly executed and delivered by the Community Facilities District and, assuming due authorization, execution and delivery by the other parties thereto, constitute the valid and binding obligations of the City, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on legal remedies against public agencies in the State;
(ii) the 2025 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (iii) the statements contained on the cover and in the Official Statement under the captions “INTRODUCTION – Sources of Payment for the Series 2025 Bonds,” “– Description of the Series 2025 Bonds,” “THE FINANCING PLAN,” “THE SERIES 2025 BONDS,” “SOURCES OF PAYMENT FOR THE SERIES 2025 BONDS,” “LEGAL MATTERS – Tax Matters,” Appendix D – “SUMMARY OF LEGAL DOCUMENTS” and Appendix G – “PROPOSED FORM OF BOND COUNSEL OPINION,” excluding any material that may be treated as included under such captions by cross-reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Fiscal Agent Agreement, the Series 2025 Bonds and Bond Counsel’s final approving opinion, are accurate in all material respects.

8. A letter, dated the Closing Date and addressed to the Underwriter, of Disclosure Counsel, to the effect that such counsel is not passing upon and has not undertaken to determine independently or to verify the accuracy or completeness of the statements contained in the

Attachment 4
13 Preliminary Official Statement or in the Official Statement, and is, therefore, unable to make any representation to the Underwriter in that regard, but on the basis of its participation in conferences with representatives of the City, Bond Counsel, Disclosure Counsel, DTA Public Finance, Inc., the NHA Advisors LLC, Integra Realty Resources, representatives of the Underwriter and others, during which conferences the content of the Preliminary Official Statement and the Official Statement and related matters were discussed, and its examination of certain documents, and, in reliance thereon and based on the information made available to it in its role as Disclosure Counsel and its understanding of applicable law, Disclosure Counsel advises the Underwriter as a matter of fact, but not opinion, that no information has come to the attention of the attorneys in the firm working on such matter which has led them to believe that the Preliminary Official Statement as of its date and the date hereof and the Official Statement as of its date and as of the Closing Date (in each case excluding therefrom the financial and statistical data, forecasts, charts, numbers, estimates, projections, assumptions and expressions of opinion included in the Preliminary Official Statement and the Official Statement, information regarding DTC and its book entry system, and the information set forth in Appendices A, B, C, D, E, F, G, and H as to all of which no opinion is expressed) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

9. A certificate dated the Closing Date and signed by an authorized representative of the City or an authorized designee, on behalf of the City to the effect that: (i) the Resolution of Issuance was duly adopted at a regular meeting of the City’s City Council held on December [2], 2025, at which a quorum was present and acting throughout, is in full force and effect as of the date hereof and has not been amended, modified or supplemented, except as agreed to by the Underwriter; (i) the representations and warranties made by the City contained herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (iii) the Community Facilities District Documents have been duly authorized and executed and are in full force and effect; (iv) no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (v) the City has complied with all the agreements and satisfied all the conditions on its part to be satisfied under this Purchase Agreement, the Community Facilities District Resolutions and the Community Facilities District Documents at or prior to the Closing Date; and (vi) all information in the Official Statement relating to the City and the Community Facilities District (other than information therein provided by the Special Tax Consultant is true and correct in all material respects as of the date of the Official Statement and as of the Closing Date;

10. An opinion of Best Best & Krieger LLP, as City Attorney, dated the date of Closing and addressed to the Underwriter, the Fiscal Agent and the City, substantially in the form attached hereto as Exhibit C;

11. A certificate dated the Closing Date of Integra Realty Resources (the “Appraiser”) substantially to the effect that (i) the assumptions made in the Appraisal Report are reasonable; (ii) the Appraisal Report fairly and accurately described, as of the stated date of value (the “Date of Value”), the market values of the properties in Improvement Area No. 1 that are subject to the Special Taxes; (iii) the Appraiser is not aware of any event or act which occurred since the Date of Value which, in its opinion, would materially and adversely affect the conclusions as to the

Attachment 4
14 market value of the appraised property in the Improvement Area No. 1; (iv) the Appraiser consents to the reproduction of the Appraisal Report as Appendix B to the Preliminary Official Statement and the final Official Statement, each with respect to the 2025 Bonds, and to the references to the Appraiser and the Appraisal Report made in the Preliminary Official Statement and the Official Statement; (v) the Appraisal Report complies with the Appraisal Standards for Land-Secured Financings issued by the California Debt and Investment Advisory Commission dated July, 2004; (vi) a true and correct copy of the Appraisal Report is attached as Appendix B to the Preliminary Official Statement and the Official Statement; and (vii) neither the Appraisal Report nor the information in the Preliminary Official Statement or the Official Statement referring to it contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

12. A certificate dated the Closing Date from DTA Public Finance, Inc., (the “Special Tax Consultant”), to the effect that: (i) the Special Taxes, if levied and collected in the maximum amounts permitted pursuant to the Amended Rate and Method, as of the Closing Date, would generate at least 110% of the annual debt service payable with respect to the 2025 Bonds, plus the Administrative Expenses, based on such assumptions and qualifications as shall be acceptable to the Underwriter; (ii) the statements in the Preliminary Official Statement and the Official Statement provided by the Special Tax Consultant concerning the Special Taxes and all information supplied by it for use in the Official Statement were as of the date of the Preliminary Official Statement, the date of the Official Statement and are as of the Closing Date true and correct, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) all information supplied by the Special Tax Consultant to the Appraiser is true and correct as of the date of the Preliminary Official Statement and the date of the Official Statement and as of the Closing Date, based on such assumptions as may have been supplied by it; and (iv) the information contained in the Appraisal Report with respect to taxes and tax rates applicable, and projected to be applicable, to the property in Improvement Area No. 1 is consistent with such information provided by the Special Tax Consultant to the Appraiser, which information so provided was based on information obtained by the Special Tax Consultant from the Community Facilities District, the Master Developer, the Developers and the City;

13. Certified copies of the general resolution of the Fiscal Agent authorizing the execution and delivery of certain documents by certain officers of the Fiscal Agent, which resolution authorizes the execution of the Fiscal Agent Agreement and the authentication of the 2025 Bonds;

14. A certificate of the Fiscal Agent, addressed to the Underwriter, and the City dated the Closing Date, to the effect that: (a) the Fiscal Agent is a national banking association organized and existing under and by virtue of the laws of the United States, having the full power and being qualified to enter into the Fiscal Agent Agreement and perform its duties under the Fiscal Agent Agreement and to authenticate and deliver the 2025 Bonds to the Underwriter; (b) the Fiscal Agent is duly authorized to enter into the Fiscal Agent Agreement and to authenticate and deliver the 2025 Bonds to the Underwriter pursuant to the Fiscal Agent Agreement; (c) when delivered to and paid for by the Underwriter at the Closing, the 2025 Bonds will have been duly authenticated and delivered by the Fiscal Agent; (d) the execution and delivery of the Fiscal Agent Agreement and compliance with the provisions on the Fiscal Agent’s part contained in the Fiscal Agent Agreement, will not conflict with or constitute a breach of or default under any law,

Attachment 4
15 administrative regulation, judgment, decree, loan agreement, indenture, note, resolution, agreement or other instrument to which the Fiscal Agent is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or blue sky laws or regulations), which conflict, breach or default would materially impair the ability of the Fiscal Agent to perform its obligations under the Fiscal Agent Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Fiscal Agent pursuant to the lien created by the Fiscal Agent Agreement under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Fiscal Agent Agreement; and (e) to the best of the knowledge of the Fiscal Agent, it has not been served with any action, suit, proceeding, inquiry or investigation in law or in equity, before or by any court, governmental agency, public board or body, nor is any such action or other proceeding threatened against the Fiscal Agent, affecting the existence of the Fiscal Agent, or the titles of its officers to their respective offices or seeking to prohibit, restrain, or enjoining the execution and delivery of the Fiscal Agent Agreement, the authentication of 2025 Bonds or the collection of revenues to be applied to pay the principal, premium, if any, and interest with respect to the 2025 Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Fiscal Agent Agreement, or contesting the powers of the Fiscal Agent or its authority to enter into, adopt or perform its obligations under any of the foregoing to which it is a party, wherein an unfavorable decision, ruling or funding would materially adversely affect the validity or enforceability of the Fiscal Agent Agreement or the power and authority of the Fiscal Agent to enter into the Fiscal Agent Agreement and perform its duties thereunder and to authenticate and deliver the 2025 Bonds to or upon the order of the Underwriter;

15. An opinion of counsel to the Fiscal Agent dated the Closing Date, addressed to the Underwriter, and the City to the effect that (i) the Fiscal Agent is national banking association duly organized, validly existing and in good standing under the laws of the United States of America with trust powers, having full power to enter into, accept and administer the trust created under the Fiscal Agent Agreement, (ii) the Fiscal Agent has all requisite corporate power, authority and legal right to execute and deliver the Fiscal Agent Agreement and, acting in its capacity as Fiscal Agent, to authenticate and deliver the 2025 Bonds, and to perform its obligations under the Fiscal Agent Agreement, and has taken all necessary corporate action to authorize the execution and delivery thereof and the performance of its obligations thereunder, (iii) the Fiscal Agent has duly authorized, executed and delivered the Fiscal Agent Assignment Agreement, and assuming the due authorization, execution and delivery and enforceability thereof by the other party thereto, the Fiscal Agent Agreement is a legal, valid and binding agreement of the Fiscal Agent, enforceable in accordance with its terms against the Fiscal Agent, (iv) to our knowledge, no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Fiscal Agent that has not been obtained is or will be required for the execution and delivery of the Fiscal Agent Agreement by the Fiscal Agent or the consummation by the Fiscal Agent of the transactions contemplated by the Fiscal Agent Agreement, (v) to our knowledge, the execution, delivery and performance of the Fiscal Agent Agreement by the Fiscal Agent and compliance with the provisions thereof by the Fiscal Agent will not violate or cause a breach of any statute of the United States or the State of California, or any rule or regulation of any governmental authority or regulatory body of the United States or the State of California, and (vi) the 2025 Bonds have been duly authenticated and delivered by the Fiscal Agent;

Attachment 4
16 16. A certificate of the City dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter, that the 2025 Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;

17. A Continuing Disclosure Certificate dated the Closing Date, duly executed and delivered by SH AA Vinedo LLC, a California limited liability company (“Shea”), substantially in the form of Appendix F to the Official Statement (the “Shea Continuing Disclosure Certificate”);

18. A Continuing Disclosure Certificate dated the Closing Date, duly executed and delivered by TH Paso Robles LLC, a California limited liability company (“Trumark” and together with Shea, the “Developers” and each a “Developer”), substantially in the form of Appendix F to the Official Statement (the “Trumark Continuing Disclosure Certificate”);

19. An opinion letter of counsel to Shea addressed to the Underwriter and the City, dated the date of the Closing, in form and substance acceptable to the Underwriter and Bond Counsel, to the effect that the Shea Continuing Disclosure Certificate has been duly executed and delivered by Shea and constitutes the valid and binding obligation of Shea, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on legal remedies against public agencies in the State;

20. An opinion letter of counsel to Trumark addressed to the Underwriter and the City, dated the date of the Closing, in form and substance acceptable to the Underwriter and Bond Counsel, to the effect that the Trumark Continuing Disclosure Certificate has been duly executed and delivered by Trumark and constitutes the valid and binding obligation of Trumark, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on legal remedies against public agencies in the State;

21. A negative assurance letter of counsel to Olsen Ranch 212, LLC, a __________ limited liability company (the “Master Developer”) addressed to the Underwriter and the City, dated the date of the Closing, in form and substance acceptable to the Underwriter and Bond Counsel;

22. A negative assurance letter of counsel to Shea addressed to the Underwriter and the City, dated the date of the Closing, in form and substance acceptable to the Underwriter and Bond Counsel;

23. A negative assurance letter of counsel to Trumark addressed to the Underwriter and the City, dated the date of the Closing, in form and substance acceptable to the Underwriter and Bond Counsel;

24. A Letter of Representations from the Master Developer dated the date of printing the Preliminary Official Statement, substantially in the form attached hereto as Exhibit D;

Attachment 4
17 25. A Letter of Representations from each of the Developers dated the date of printing the Preliminary Official Statement, substantially in the form attached hereto as Exhibit E;

26. A Closing Certificate from the Master Developer dated the Closing Date, substantially in the form attached hereto as Exhibit F or as such Closing Certificate may be modified with the approval of the Underwriter and Disclosure Counsel;

27. A Closing Certificate from each of the Developers dated the Closing Date, substantially in the form attached hereto as Exhibit G or as such Closing Certificate may be modified with the approval of the Underwriter and Disclosure Counsel;

28. A negative assurance letter of Anzel Galvan LLP, San Francisco, California, counsel to the Underwriter, dated the date of Closing and addressed to the Underwriter in form and substance acceptable to the Underwriter;

29. A copy of the City’s executed Blanket Letter of Representation to DTC;

30. A copy of the Blue-Sky Survey with respect to the 2025 Bonds; and

31. Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and warranties of the City contained herein, and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City in connection with the transactions contemplated hereby and by the Fiscal Agent Agreement and the Official Statement.

All of the opinions, letters, certificates, instruments and other documents mentioned in this Purchase Agreement will be deemed to be in compliance with the provisions of this Purchase Agreement if, but only if, they are in form and substance satisfactory to the Underwriter. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the 2025 Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the 2025 Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the City nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and the City set forth in Section 9 hereof shall continue in full force and effect.

Attachment 4
18 8. Termination Events. In recognition of the desire of the City and the Underwriter to effect a successful public offering of the 2025 Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the City prior to delivery of and payment for the 2025 Bonds, if between the date hereof and the time of Closing, in the Underwriter’s sole and reasonable judgment any of the following events shall occur (each a “Termination Event”):

A. the market price or marketability of the 2025 Bonds, or the ability of the Underwriter to enforce contracts for the sale of the 2025 Bonds, shall be materially adversely affected by any of the following events:

1. legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President’s Cabinet, or a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the 2025 Bonds;

2. there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or

3. a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of U.S.

Securities and Exchange Commission (“SEC”) or any other governmental authority having jurisdiction; or

4. legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Securities, or the 2025 Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or

5. except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City shall have occurred; or

Attachment 4
19 6. any rating of the 2025 Bonds or the rating of any obligations of the City, for and on behalf of the Community Facilities District, payable from Special Taxes shall have been downgraded, withdrawn or placed on credit watch with negative outlook by any major credit rating agency; or
B. any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the City refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the 2025 Bonds or the ability of the Underwriter to enforce contracts for the sale of the 2025 Bonds; or C. a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or
D. a material disruption in securities settlement, payment or clearance services affecting the 2025 Bonds shall have occurred; or
E. any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or
F. a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the 2025 Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the 2025 Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939; or
G. the commencement of one or more Actions.

Subject to Section 14, upon the occurrence of a Termination Event and the termination of this Purchase Agreement by the Underwriter, all obligations of the City and the Underwriter under this Purchase Agreement shall terminate, without further liability.

9. Expenses. Whether or not the 2025 Bonds are sold to the Underwriter as set forth herein:

A. The Underwriter shall be under no obligation to pay any expenses incident to the performance of the obligations of the City hereunder. If the 2025 Bonds are delivered by the City, the City shall pay, from the proceeds of the 2025 Bonds or from other funds of the City, the following expenses: (a) the cost of preparing, duplicating or printing, mailing and delivering the

Attachment 4
20 Community Facilities District Documents, the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof); (b) the cost of preparation and printing of the definitive Bonds; (c) the fees and expenses of the City, the Fiscal Agent, Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Appraiser, the Special Tax Consultant, any entity performing continuing disclosure compliance research or providing continuing disclosure compliance reports and any other experts or consultants retained by the City; (d) the charges of any rating agency with respect to the 2025 Bonds; (e) reimbursement to the Underwriter for payment of any fees and expenses reasonably incurred in connection with the initial offering, sale and delivery of the 2025 Bonds, including but not limited to industry fees (e.g., DTC, DAC, IPREO, CUSIP and Day Loan fees) only if the City and Underwriter have previously discussed and approved the allocation of proceeds towards these fees, and meal and travel expenses of the personnel of the City, but not including entertainment expenses or those to be paid by the Underwriter pursuant to the last paragraph of this Section 9, and (f) all other fees and expenses, not including entertainment expenses, reasonably incurred in connection with the preparation of the Community Facilities District Documents, the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) and/or the initial offering, sale and delivery of the 2025 Bonds. The City has authorized, and does hereby authorize, the Underwriter to pay such expenses on behalf of the City from proceeds of the 2025 Bonds at Closing as further described in the closing memorandum relating to the 2025 Bonds.

B. If the 2025 Bonds are sold to the Underwriter by the City, the City shall pay out of the proceeds of the 2025 Bonds the discount of the Underwriter or the purchase price paid for the 2025 Bonds shall reflect such discount.

Except as otherwise provided in this Section 9, the Underwriter shall pay the cost, if any, of qualifying the 2025 Bonds for sale in the various states chosen by the Underwriter, all advertising expenses in connection with the public offering of the 2025 Bonds, the fees and expenses of its legal counsel, and all other expenses incurred by it in connection with its public offering and distribution of the 2025 Bonds, not described above.

10. Use of Documents. The City hereby authorizes the Underwriter to use, in connection with the public offering and sale of the 2025 Bonds, this Purchase Agreement, the Preliminary Official Statement, the Official Statement and the Community Facilities District Documents, and the information contained herein and therein.

11. Qualification of Bonds. The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request to qualify the 2025 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and to provide for the continuance of such qualification; provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.

12. Notices. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City of El Paso de Robles, 1000 Spring Street, El Paso de Robles, California 93446, Attn: City Manager; any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by

Attachment 4
21 delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, 2121 Avenue of the Stars, Suite 2150, Los Angeles, California 90067, Attention: Sara Brown.

13. Benefit. This Purchase Agreement is made solely for the benefit of the City and Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. Except as otherwise expressly provided herein, all of the agreements and representations of the City contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of: (i) any investigation made by or on behalf of the Underwriter; (ii) delivery of and payment for the 2025 Bonds hereunder; or (iii) any termination of this Purchase Agreement.

14. Survival of Representations and Warranties. The representations and warranties of the City under this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and regardless of delivery of and payment for the 2025 Bonds.

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

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

17. No Prior Agreements. This Purchase Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements, prior writings and representations with respect thereto.

18. Waiver of Jury Trial. THE AUTHORITY HEREBY IRREVOCABLY WAIVES TO

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO

TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

19. Governing Law. This Purchase Agreement shall be governed by the laws of the State.
[Signature Page Follows]

Attachment 4
S-1

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

Very truly yours,

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Its: Managing Director
The foregoing is hereby agreed to and
accepted as of the date first 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:

Authorized Officer
Time of Execution: _____________ California time

Attachment 4
A-1

EXHIBIT A

MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield
Initial Offering
Price
10% Test
Used
10% Test
Satisfied
Hold-TheOfferingPrice Used
_________________
T: Term Bond.

C: Priced to optional redemption date of September 1, 20__, at __.

REDEMPTION PROVISIONS
Optional Redemption. The 2025 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 2025 Bonds to be redeemed), together with accrued interest to the date of redemption, as follows:

Redemption Dates Redemption Prices
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
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 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:

Attachment 4
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Redemption Dates Redemption Prices
Any Interest Payment Date through September 1, 20__ 103% March 1, 20__ and September 1, 20__ 102
March 1, 20__ and September 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 Special Tax Prepayments and amounts released from the Reserve Fund, and from a reserve fund established with respect to Parity Bonds, if applicable, in connection with Special Tax Prepayments will be allocated to the payment at maturity and redemption of Bonds and any Parity Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the Bonds and any Parity Bonds and such amounts shall be applied to redeem Bonds and Parity Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000, as directed in writing by the City.

Mandatory Sinking Fund Redemption. The 2025 Bonds maturing on September 1, 20__ are subject to mandatory sinking fund redemption, in part, on September 1, 20__, 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__
Sinking Fund Redemption Date
(September 1) Sinking Payments
†
† Maturity.

The 2025 Bonds maturing on September 1, 20__ are subject to mandatory sinking fund redemption, in part, on September 1, 20__, 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__
Sinking Fund Redemption Date
(September 1) Sinking Payments
†
† Maturity.

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 optional or mandatory redemption from Special Tax Prepayments of the 2025 Bonds.

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EXHIBIT B
$[PAR]
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

ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby certifies as set forth below with respect to the sale and delivery of the above-captioned obligations (the “Bonds”).

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

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

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (which Sale Date is [Pricing Date]), or (ii) the date on which Stifel has sold at least 10% of

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such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuer means City of Paso Robles.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

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

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. The certifications contained herein are not necessarily based on personal knowledge but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.

Dated: [Closing Date]

STIFEL, NICOLAUS & COMPANY,

INCORPORATED
By:

Name:

By:

Name:

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)

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SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

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EXHIBIT C

FORM OF OPINION OF CITY ATTORNEY
[Closing Date]
City of El Paso de Robles
El Paso de Robles, California
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
U.S. Bank Trust Company, National Association,
as Fiscal Agent
Los Angeles, California
Re: $[PAR] 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
Ladies and Gentlemen:

We serve as the City Attorney of the City of El Paso de Robles (the “City”) and have acted as such in connection with the issuance of the City, for and on behalf of 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 “Community Facilities District”), of the abovereferenced bonds (the “Bonds”). In such capacity, we have been asked to render this opinion in connection with Section 7(F)(10) of that certain Bond Purchase Agreement, dated [Pricing Date] (the “Bond Purchase Agreement”), by and between Stifel, Nicolaus & Company, Incorporated, as underwriter, and the City, for and on behalf of the Community Facilities District, relating to the 2025 Bonds. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Bond Purchase Agreement.

In connection with this opinion, we have reviewed and examined (i) the Fiscal Agent Agreement, (ii) the Bond Purchase Agreement, (iii) the Continuing Disclosure Certificate, (iv) the Resolution of Issuance, (v) the Preliminary Official Statement, the (vi) Official Statement, and (vii) such records, certificates and other documents as we have considered necessary or appropriate for the purposes of this opinion.

Based on the foregoing, we hereby advise you that, as of the date hereof, we are of the opinion that:
(i) the City is a general law city duly organized and existing under the laws of the State of California and has all requisite power and authority thereunder to: (a) adopt the Resolution of Issuance, and to enter into, execute, deliver and perform its covenants and agreements under the Community Facilities District Documents; (b) approve and authorize the use, execution and distribution of the Preliminary Official Statement and the Official Statement; (c) issue, sell, execute

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and deliver the 2025 Bonds; (d) to pledge the Special Tax Revenues as contemplated by the Fiscal Agent Agreement; and (e) to carry on its activities as currently conducted; (ii) the Community Facilities District is duly organized and validly existing as a community facilities district under and by virtue of the Constitution and laws of the State of California (including the Community Facilities District Act), and Improvement Area No. 1 was duly formed and is validly existing as an improvement area within the Community Facilities District under the Community Facilities District Act;
(iii) the Resolution of Issuance and the Formation Documents have been duly adopted at meetings of the City Council of the City, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Resolution of Issuance and the Formation Documents are in full force and effect and have not been modified, amended, rescinded or repealed since the respective dates of their adoption; (iv) the Community Facilities District Documents and the Official Statement have been duly authorized, executed and delivered by the City and constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, to the application of equitable principles where equitable remedies are sought and to the exercise of judicial discretion in appropriate cases or seeks to restrain or to enjoin the development of property within the Community Facilities District;
(v) except as may be stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending (notice of which has been served on the City) or, to our knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or the Community Facilities District, or the titles of their members and officers to offices of the City; or (b) affect the validity of the Community Facilities District Documents or restrain or enjoin the repayment of the 2025 Bonds or in any way contest or affect the validity of the Community Facilities District Documents or contest the authority of the City to enter into or perform its obligations under any of the Community Facilities District Documents or under which a determination adverse to the City or Community Facilities District would have a material adverse effect upon the financial condition or the revenues of the City or Community Facilities District, questions the right of the City to use Special Taxes for the repayment of the 2025 Bonds or affects in any manner the right or ability of the City to collect or pledge the Special Tax levied within the Community Facilities District for the repayment of any such bonds;
(vi) the execution and delivery of the 2025 Bonds and the Community Facilities District Documents, and compliance with the provisions of each, will not conflict with or constitute a breach of or default under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument of which the City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the City to perform its obligations under the 2025 Bonds or the Community Facilities District Documents; (vii) all approvals, consents, authorization, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the ability of the City, to perform its obligations under the 2025 Bonds or the Community

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Facilities District Documents, have been obtained or made, as the case may be, and are in full force and effect;
(viii) The information contained in the Preliminary Official Statement, as of its date and as of the date hereof and the Official Statement as of its date and as of the Closing Date under the caption “LEGAL MATTERS – Litigation” does not contain any untrue statement of a material fact and does not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ix) To our knowledge, the City is not in breach of or default under any applicable law or administrative regulation of the State or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would materially adversely affect the City’s ability to enter into or perform its obligations under the Community Facilities District Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument and which would materially adversely affect the City’s ability to enter into or perform its obligations under the Community Facilities District Documents.

This letter is furnished by us as City Attorney to the City. Other than the City, no attorneyclient relationship has existed or exists between the us and the other addressees hereof in connection with the 2025 Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you, is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person; provided, however, a copy may be included in the transcript of the proceedings for the 2025 Bonds. This letter is not intended to, and may not, be relied upon by owners of the 2025 Bonds.

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EXHIBIT D
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

LETTER OF REPRESENTATIONS OF
OLSEN RANCH 212, LLC
[POS Date]
City of El Paso de Robles
1000 Spring Street
El Paso de Robles, California 93446
Stifel, Nicolaus & Company, Incorporated
2121 Avenue of the Stars, Suite 2150
Los Angeles, California 90067
Ladies and Gentlemen:

Reference is made to the Community Facilities District No. 2022-1N (Olsen/South Chandler Ranch - Facilities) (Improvement Area No. 1) Special Tax Bonds, 2025 Series A (the “Bonds”) and to the Bond Purchase Agreement to be entered into in connection therewith (the “Bond Purchase Agreement”), between the City of El Paso de Robles, acting on behalf of City of Paso Robles Community Facilities District No. 2022-1N (Olsen-South Chandler Ranch - Facilities), County of San Luis Obispo, State of California (the “Community Facilities District”), and Stifel, Nicolaus & Company, Incorporated. This Letter of Representations of Olsen Ranch 212, LLC (this “Letter of Representations”) is delivered pursuant to and in satisfaction of Section 7(E)(24) of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Bond Purchase Agreement.

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of Olsen Ranch 212, LLC, a __________ limited liability company (the “Master Developer”), and the undersigned, on behalf of the Master Developer, further certifies as follows:

1. The Master Developer is a limited liability company duly organized and validly existing under the laws of the State of ________ and has all requisite right, power and authority (i) to execute and deliver this Letter of Representations, and (ii) to develop property in Improvement Area No. 1 (“Improvement Area No. 1”) of the Community Facilities District as described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, title to a certain portion of the property within Improvement Area No. 1 of the Community Facilities District (“Improvement Ara

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No. 1”) was previously held in the name of the Master Developer (the “Property”). The undersigned, on behalf of the Master Developer, makes the representations herein with respect to all such Property.

3. As of the date of the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the information contained therein solely with respect to the Master Developer, its Relevant Entities,
1 the development status of the Property, the proposed development of the Property, the status of completion of backbone infrastructure for Improvement Area No. 1 and construction plans for such infrastructure remaining to be completed, the Master Developer’s financing plan, and the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Relevant Entities (including, if material to the Master Developer’s construction plan or the Master Developer’s financing plan, other loans of such Relevant Entities) as set forth under the sections of the Preliminary Official Statement captioned “INTRODUCTION – Property Ownership and Development Status,” “IMPROVEMENT AREA NO. 1 – General Description of the District and Improvement Area No. 2” and “PROPERTY OWNERSHIP AND THE DEVELOPMENT – The Developers and the Project,” “– Shea and its Development Plan – Planning Area 15 Status of Construction” and “– Trumark and its Development Plan – Planning Area 3 Status of Construction” (but in all cases under all captions excluding therefrom (i) information regarding the Appraisal Report (as defined herein), market value ratios and annual special tax ratios, and (ii) information which is identified as having been provided by a source other than the Master Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. To the Actual Knowledge of the Undersigned, 2other than as disclosed in the

1 “Relevant Entity” means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of Improvement Area No. 1 and investment decision regarding the Bonds (i.e., information relevant to (a) the Developer’s development plans with respect to the Property, or (b) such Person’s assets or funds that would materially affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement. “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
2 “Actual Knowledge of the Undersigned” means the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Developer currently has as of the date of this Letter of Representations or has obtained through (i) interviews with such current officers and responsible employees of the Developer and its Relevant Entities as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Letter of Representations, and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer’s current business and operations. Individuals who are no longer employees of the Developer and its Relevant Entities have not been contacted.

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Preliminary Official Statement, the Master Developer is not aware that any of the Property has a current liability with respect to the presence of a substance presently classified as hazardous under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 or applicable California law or is adversely affected by the presence of endangered or threatened species or habitat for endangered or threatened species.

5. The Master Developer consents to the issuance of the Bonds. The Master Developer acknowledges and agrees that the proceeds of the Bonds will be used as described in the Preliminary Official Statement.

6. To the Actual Knowledge of the Undersigned, there are no claims, disputes, suits, actions or contingent liabilities by and among the Master Developer, its Relevant Entities or any contractors working on the development of the Property which is reasonably likely to materially and adversely affect the Master Developer’s construction of the backbone infrastructure for the property in Improvement Area No. 1 remaining to be constructed, or any other proposed development of the Property, as described in the Preliminary Official Statement.

7. Based upon the current development plans, including, without limitation, the current budget and subject to economic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Preliminary Official Statement under the section entitled “SPECIAL RISK FACTORS,” the Master Developer presently anticipates that it will have sufficient funds to construct the backbone infrastructure for the property in Improvement Area No. 1 remaining to be constructed as described in the Preliminary Official Statement. However, neither the Master Developer nor any of its Relevant Entities are obligated to make any additional capital contribution or loan to the Master Developer at any time, and the Master Developer reserves the right to change its development plans and financing plans for the infrastructure for the property in Improvement Area No. 1 at any time without notice.

8. An appraisal of the taxable properties within Improvement Area No. 1 (the “Appraisal Report”), was prepared by Integra Realty Resources (the “Appraiser”). The Appraisal Report estimates the market value of the taxable properties within Improvement Area No. 1 as of September 8, 2025 (the “Date of Value”). To the Actual Knowledge of the Undersigned, all information submitted by, or on behalf of and authorized by, the Master Developer to the Appraiser and contained in the sections of the Appraisal Report highlighted in yellow or circled in Exhibit A attached hereto, was true and correct in all material respects as of the Date of Value.

9. Solely as to the limited information described in the sections of the Preliminary Official Statement indicated in Paragraph 3 herein (and subject to the limitations and exclusions set forth in Paragraph 3), the Master Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City, the Community Facilities District, and their officials and employees, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any reasonable legal or other expense incurred by it in connection with investigating any such claim against it and defending any such action, insofar as and solely to the extent such losses, claims, damages, liabilities or actions, or legal or other expenses, arise out of or are based upon any

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untrue statement or alleged untrue statement of a material fact or the omission or alleged omission of a material fact by the Master Developer in the above-referenced information in the Preliminary Official Statement, as of its date, necessary to make the statements made by the Master Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Master Developer may otherwise have to any Indemnified Party, provided that in no event shall the Master Developer be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall promptly notify the Master Developer in writing; provided that the failure to notify the Master Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Master Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Master Developer thereof, the Master Developer shall retain counsel reasonably satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Master Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Master Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Master Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include the Master Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Master Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Master Developer agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent set forth above. If the Master Developer shall, after receiving notice of the indemnification obligation of the Master Developer and within a period of time necessary to preserve any and all defenses to any claim asserted, fails to assume the defense or to retain counsel for that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of and at the risk of, the Master Developer. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an

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unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding, and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

10. If between the date hereof and the Closing Date, and to the Actual Knowledge of the Undersigned, any event relating to or affecting the Master Developer, its Relevant Entities, the development status of the Property, the proposed development of the Property, the construction of the backbone infrastructure for the property in Improvement Area No. 1 remaining to be constructed as described in the Preliminary Official Statement, the Master Developer’s financing plan, and the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Relevant Entities (including, if material to the Master Developer’s construction plan plans or the Master Developer’s financing plan, other loans of such Relevant Entities) shall occur which would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 3 hereof (and subject to the limitations and exclusions contained in Paragraph 3 hereof), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Master Developer shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Master Developer shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance satisfactory to counsel to the City and to the Underwriter.

11. The Master Developer agrees to deliver a Closing Certificate dated the date of issuance of the Bonds at the time of issuance of the Bonds in substantially the form attached as Exhibit F to the Bond Purchase Agreement. If any event related to or affecting the Master Developer, its Relevant Entities, or the construction of backbone infrastructure for the property in Improvement Area No. 1 occurs, as a result of which it is necessary to modify the Closing Certificate, the Master Developer agrees to deliver a new Closing Certificate revised to reflect such event.

12. On behalf of the Master Developer, the undersigned has reviewed the contents of this Letter of Representations and discussed with counsel to the Master Developer the meaning of the contents of this Letter of Representations. The Master Developer acknowledges and understands that a variety of state and federal securities laws, including, but not limited to the Securities Act of 1933, as amended, and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Master Developer and that under some circumstances, certification as to the matters set forth in this Letter of Representations, without additional disclosures or other action, may not fully discharge all duties and obligations of the Master Developer under such securities laws. [Remainder of Page Intentionally Left Blank; Signature Page Follows]

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The undersigned has executed this Letter of Representations solely in his or her capacity as an authorized officer or representative of the Master Developer and he or she will have no personal liability arising from or relating to this Letter of Representations. Any liability arising from or relating to this Letter of Representations may only be asserted against the Master Developer. [INSERT SIGNATURE BLOCK]
[EXECUTION PAGE OF LETTER OF REPRESENTATIONS OF
OLSEN RANCH 212, LLC]

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EXHIBIT A
TO

LETTER OF REPRESENTATIONS OF
OLSEN RANCH 212, LLC

MASTER DEVELOPER PROVIDED INFORMATION IN APPRAISAL REPORT See attached.

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EXHIBIT E
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

LETTER OF REPRESENTATIONS OF
[DEVELOPER]
[POS Date]
City of El Paso de Robles
1000 Spring Street
El Paso de Robles, California 93446
Stifel, Nicolaus & Company, Incorporated
2121 Avenue of the Stars, Suite 2150
Los Angeles, California 90067
Ladies and Gentlemen:

Reference is made to the Community Facilities District No. 2022-1N (Olsen/South Chandler Ranch - Facilities) (Improvement Area No. 1) Special Tax Bonds, 2025 Series A (the “Bonds”) and to the Bond Purchase Agreement to be entered into in connection therewith (the “Bond Purchase Agreement”), between the City of El Paso de Robles, acting on behalf of City of Paso Robles Community Facilities District No. 2022-1N (Olsen-South Chandler Ranch - Facilities), County of San Luis Obispo, State of California (the “Community Facilities District”), and Stifel, Nicolaus & Company, Incorporated. This Letter of Representations of [DEVELOPER] (this “Letter of Representations”) is delivered pursuant to and in satisfaction of Section 7(E)(25) of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Bond Purchase Agreement.

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of [DEVELOPER], a California limited liability company (the “Developer”), and the undersigned, on behalf of the Developer, further certifies as follows:

1. The Developer is a limited liability company formed, validly existing and in good standing under the laws of the State of California and has all requisite right, power and authority (i) to execute and deliver this Letter of Representations, and (ii) to develop property in Improvement Area No. 1 (“Improvement Area No. 1”) of the Community Facilities District as described in the Preliminary Official Statement.

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2. As set forth in the Preliminary Official Statement, title to certain property within Improvement Area No. 1 is held in the name of the Developer [Add for Trumark: or is under contract to purchase from SH AA Vinedo LLC, a California limited liability company] (collectively, the “Property”). The undersigned, on behalf of the Developer, makes the representations herein with respect to the Property. The Developer’s current expectation is that the Developer shall remain the party responsible for the construction and sale of homes within the Property. The Developer has not entered into an agreement for development or management of the Property by any other entity, except such subcontracts, consultant agreements and similar agreements for land development activities associated with the Developer’s development plan as are entered into in the ordinary course of business.

3. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Undersigned,1is pending against any current Relevant Entity2(with proper service of process to such Relevant Entity having been accomplished) or to the Actual Knowledge of the Undersigned is threatened in writing against the Developer, or any such Relevant Entity (a) to restrain or enjoin the collection of the Special Taxes levied on the Property by the Community Facilities District (the “Special Taxes”) or other sums pledged or to be pledged to pay the principal of and interest on the Bonds (e.g., the reserve fund established under the Fiscal Agent Agreement (herein, the “Reserve Fund”)), (b) to restrain or enjoin the development of the Property as described in the Preliminary Official Statement, (c) in any way contesting or affecting the validity of the Special Tax, or (d) which is reasonably likely to materially and adversely affect the Developer’s ability to acquire, develop, and sell the Property as described in the Preliminary Official Statement or to pay the Special Tax due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.

1 “Actual Knowledge of the Undersigned” means the actual (as opposed to constructive) knowledge that the individual signing on behalf of the Developer currently has as of the date of this Letter of Representations or has obtained through (i) interviews with such current officers and responsible employees of the Developer and its Relevant Entities as the undersigned has determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Letter of Representations, and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned has reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Letter of Representations. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Developer’s current business and operations.

Individuals who are no longer employees of the Developer and its Relevant Entities have not been contacted. 2 “Relevant Entity” means, with respect to the Developer, any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Community Facilities District, Improvement Area No. 1 and investment decision regarding the Bonds (i.e., information relevant to (a) the Developer’s development plans with respect to the Property and ability to pay its Special Tax on the Property (to the extent the responsibility of the Developer) prior to delinquency, or (b) such Person’s assets or funds that would materially affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay its Special Tax on the Property (to the extent the responsibility of the Developer). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The Land Bank is not a Relevant Entity of the Developer

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4. As of the date of the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the information contained therein solely with respect to the Developer, its Relevant Entities, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, contractual arrangements of the Developer or any Relevant Entities (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of such Relevant Entities) and the Developer’s compliance with its continuing disclosure undertakings as set forth under the sections of the Preliminary Official Statement captioned “INTRODUCTION – The District and Improvement Area No. 1”, “– Property Ownership and Development Status,” “PROPERTY OWNERSHIP AND DEVELOPMENT STATUS – The Developers and the Project,” [“– Shea and its Development Plan”]/[“– Trumark and its Development Plan,”] and [“CONTINUING DISCLOSURE – Developers Continuing Disclosure – Shea”]/[“CONTINUING DISCLOSURE – Developers Continuing Disclosure – Trumark”] (but in all cases under all captions excluding therefrom (i) information regarding the Appraisal Report (as defined herein), market value ratios and annual special tax ratios, and (ii) information which is identified as having been provided by a source other than the Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5. Except as described in the Preliminary Official Statement, there are no material loans outstanding and unpaid and no material lines of credit of the Developer or its Relevant Entities, that are secured by an interest in the Property. Neither the Developer nor, to the Actual Knowledge of the Undersigned, any of its Relevant Entities is currently in material default on any loans, lines of credit or other obligation related to the development of the Property or any other project which default is reasonably likely to materially and adversely affect the Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.

6. To the Actual Knowledge of the Undersigned, other than as disclosed in the Preliminary Official Statement, the Developer is not aware that any of the Property has a current liability with respect to the presence of a substance presently classified as hazardous under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 or applicable California law or is adversely affected by the presence of endangered or threatened species or habitat for endangered or threatened species.

7. The Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Relevant Entities which it controls will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the Community Facilities District or Improvement Area No. 1, to challenge the adoption of the ordinance of the Community Facilities District levying Special Taxes, to invalidate the Community Facilities District, Improvement Area No. 1 or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not prevent the Developer or a Relevant Entity in any way from bringing any other action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Taxes have not been levied in accordance with the methodologies contained in the Amended Rate and

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Method, (b) an action or suit with respect to the application or use of the Special Taxes levied and collected or (c) an action or suit to enforce the obligations of the City and/or the Community Facilities District under the Formation Documents, the Fiscal Agent Agreement, or any other agreements among the Developer, a Relevant Entity, the City and/or the Community Facilities District or to which the Developer or a Relevant Entity is a party or beneficiary.

8. The Developer consents to the issuance of the Bonds. The Developer acknowledges and agrees that the proceeds of the Bonds will be used as described in the Preliminary Official Statement.

9. The Developer intends to comply with the provision of the Mello-Roos Community Facilities Act of 1982, as amended, relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property to homeowners, or portions thereof.

10. To the Actual Knowledge of the Undersigned, the Developer is able to pay its bills as they become due and no legal proceedings are pending against the Developer (with proper service of process having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Developer may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

11. To the Actual Knowledge of the Undersigned, Relevant Entities of the Developer are able to pay their bills as they become due and no legal proceedings are pending against any Relevant Entity of the Developer (with proper service of process having been accomplished) or to the Actual Knowledge of the Undersigned, threatened in writing in which the Relevant Entities of the Developer may be adjudicated as bankrupt or discharged from any or all of their debts or obligations, or granted an extension of time to pay their debt or obligations, or be allowed to reorganize or readjust their debts or obligations, or be subject to control or supervision of the Federal Deposit Insurance Corporation which is reasonably likely to have a materially adverse impact on the ability of the Developer to develop the Property as described in the Preliminary Official Statement, or to pay the Special Taxes or ad valorem tax obligations with respect to the portion of the Property then owned by the Developer (to the extent the responsibility of the Developer) prior to delinquency.

12. The Developer has been developing or has been involved in the development of numerous projects over an extended period of time. It is likely that the Developer and its Relevant Entities have been delinquent at one time or another in the payment of ad valorem property taxes, special assessments or special taxes. However, to the Actual Knowledge of the Undersigned, during the last five years, neither the Developer nor any current Relevant Entity has, during the period of its ownership, been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property included within the boundaries of a community facilities district or an assessment district in California that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against the delinquent Developer or such Relevant Entity in a court of law.

13. The Developer has not filed for the reassessment of the assessed value of any portions of the Property, other than in connection with the sale of homes to individual homebuyers.

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14. To the Actual Knowledge of the Undersigned, there are no claims, disputes, suits, actions or contingent liabilities by and among the Developer, its Relevant Entities or any contractors working on the development of the Property which is reasonably likely to materially and adversely affect the Developer’s development of the Property as described in the Preliminary Official Statement, or the payment of the Special Taxes due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.

15. Based upon the current development plans, including, without limitation, the current budget and subject to economic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Preliminary Official Statement under the section entitled “SPECIAL RISK FACTORS,” the Developer presently anticipates that it will have sufficient funds to develop the Property as described in the Preliminary Official Statement and to pay Special Taxes levied against the Property (to the extent the responsibility of the Developer) prior to delinquency and does not anticipate that the City or the Community Facilities District will be required to resort to a draw on the Reserve Fund for payment of principal of or interest on the Bonds due to the Developer’s nonpayment of Special Taxes. However, neither the Developer nor any of its Relevant Entities are obligated to make any additional capital contribution or loan to the Developer at any time, and the Developer reserves the right to change its development plans and financing plans for the Property at any time without notice.

16. An appraisal of the taxable properties within Improvement Area No. 1 (the “Appraisal Report”), was prepared by Integra Realty Resources (the “Appraiser”). The Appraisal Report estimates the market value of the taxable properties within Improvement Area No. 1 as of September 8, 2025 (the “Date of Value”). To the Actual Knowledge of the Undersigned, all information submitted by, or on behalf of and authorized by, the Developer to the Appraiser and contained in the sections of the Appraisal Report highlighted in yellow or circled in Exhibit A attached hereto, was true and correct in all material respects as of the Date of Value.

17. The Developer agrees to execute at Closing the Developer Continuing Certificate substantially in the form attached as Appendix F to the Preliminary Official Statement (the “Developer Continuing Disclosure Certificate”), with such additional changes as may be agreed to by the Developer, the Underwriter and Disclosure Counsel. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Developer is not aware of any material failures by it or any entity under managerial control of the Developer to comply in all material respects with previous continuing disclosure undertakings in a written certificate or agreement executed by it or an entity under the managerial control of the Developer to provide periodic continuing disclosure reports or notices of material events respecting securities offerings in California within the past five years.

18. To the Actual Knowledge of the Undersigned, execution and delivery of the Developer Continuing Disclosure Certificate, and the performance by the Developer of its obligations under the Developer Continuing Disclosure Certificate, will not conflict with or constitute a breach of or default under any loans, lines of credit, agreements, or other contractual or financial obligations of the Developer, or any applicable law, regulation, judgment or decree.

19. Solely as to the limited information described in the sections of the Preliminary Official Statement indicated in Paragraph 4 herein (and subject to the limitations and exclusions set forth in Paragraph 4), the Developer agrees to indemnify and hold harmless, to the extent permitted

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by law, the City, the Community Facilities District, and their officials and employees, and each Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity and shall reimburse any such Indemnified Party for any reasonable legal or other expense incurred by it in connection with investigating any such claim against it and defending any such action, insofar as and solely to the extent such losses, claims, damages, liabilities or actions, or legal or other expenses, arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or the omission or alleged omission of a material fact by the Developer in the above-referenced information in the Preliminary Official Statement, as of its date, necessary to make the statements made by the Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Developer may otherwise have to any Indemnified Party, provided that in no event shall the Developer be obligated for double indemnification, or for the negligence or willful misconduct of an Indemnified Party.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Indemnified Party in respect of which indemnification may be sought pursuant to the above paragraph, such Indemnified Party shall promptly notify the Developer in writing; provided that the failure to notify the Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure; and provided, further, that the failure to notify the Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any such proceeding shall be brought or asserted against an Indemnified Party and it shall have notified the Developer thereof, the Developer shall retain counsel reasonably satisfactory to the Indemnified Party and approved thereby to represent the Indemnified Party in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include the Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred.

Any such separate firm shall be designated in writing by such Indemnified Parties. The Developer shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Developer agrees to indemnify each Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent set forth above. If the Developer shall, after receiving notice of the indemnification obligation of the Developer and within a period of time necessary to preserve any

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and all defenses to any claim asserted, fails to assume the defense or to retain counsel for that purpose satisfactory to the Indemnified Party, the Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of and at the risk of, the Developer. The Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party and indemnification could have been sought hereunder by such Indemnified Party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding, and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

20. If between the date hereof and the Closing Date any event relating to or affecting the Developer, its Relevant Entities, ownership of the Property, the proposed development of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, and contractual arrangements of the Developer or any Relevant Entities (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of such Relevant Entities) shall occur of which the undersigned has actual knowledge which would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 4 hereof (and subject to the limitations and exclusions contained in Paragraph 4 hereof), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Developer shall notify the City, the Community Facilities District and the Underwriter and if in the opinion of counsel to the City or the Underwriter such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Developer shall reasonably cooperate with the City and the Community Facilities District in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance satisfactory to counsel to the City, the Community Facilities District and to the Underwriter.

21. The Developer agrees to deliver a Closing Certificate dated the date of issuance of the Bonds at the time of issuance of the Bonds in substantially the form attached as Exhibit G to the Bond Purchase Agreement. If any event related to or affecting the Developer, its Relevant Entities, or the ownership, development, or sale of the Property occurs, as a result of which it is necessary to modify the Closing Certificate, the Developer agrees to deliver a new Closing Certificate revised to reflect such event.

22. On behalf of the Developer, I have reviewed the contents of this Letter of Representations and have discussed with counsel to the Developer the meaning of the contents of this Letter of Representations. The Developer acknowledges and understands that a variety of state and federal securities laws, including, but not limited to the Securities Act of 1933, as amended, and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Developer and that under some circumstances, certification as to the matters set forth in this Letter of Representations, without additional disclosures or other action, may not fully discharge all duties and obligations of the Developer under such securities laws. [Remainder of Page Intentionally Left Blank; Signature on Following Page]

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The undersigned has executed this Letter of Representations solely in his or her capacity as an authorized officer or representative of the Developer and he or she will have no personal liability arising from or relating to this Letter of Representations. Any liability arising from or relating to this Letter of Representations may only be asserted against the Developer. [INSERT SIGNATURE BLOCK]

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EXHIBIT A
TO

LETTER OF REPRESENTATIONS OF
[DEVELOPER]

DEVELOPER PROVIDED INFORMATION IN APPRAISAL REPORT
See attached.

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EXHIBIT F
$[PAR]
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

CLOSING CERTIFICATE OF
OLSEN RANCH 212, LLC
[Closing Date]
City of El Paso de Robles
1000 Spring Street
El Paso de Robles, California 93446
Stifel, Nicolaus & Company, Incorporated
2121 Avenue of the Stars, Suite 2150
Los Angeles, California 90067
Ladies and Gentlemen:

Reference is made to the above-captioned bonds (the “Bonds”) and to the Bond Purchase Agreement, dated [Pricing Date] (the “Bond Purchase Agreement”), entered into in connection therewith. This Closing Certificate of Olsen Ranch 212, LLC (the “Closing Certificate”) is delivered pursuant to Section 7(F)(26) of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Letter of Representations of Olsen Ranch 212, LLC, dated [POS Date] (the “Letter of Representations”), delivered by Olsen Ranch 212, LLC, a _______ limited liability company (the “Master Developer”).

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Master Developer, and the undersigned, on behalf of the Master Developer, further certifies as follows:

1. The Developer has received the final Official Statement dated [Pricing Date] relating to the Bonds (the “Official Statement”). To the Actual Knowledge of the Undersigned, each statement, representation and warranty made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement.

2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement affecting the statements and information described in Paragraph 3 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph

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4 of the Letter of Representations) relating to the development status of the Property, the proposed development of the Property, the status of completion of backbone infrastructure for Improvement Area No. 1 and construction plans for such infrastructure remaining to be completed, the Master Developer’s financing plan, or the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Relevant Entities (including, if material to the Master Developer’s construction plan or the Master Developer’s financing plan, other loans of such Relevant Entities), which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Official Statement not misleading in any material respect.

3. For the period through 25 days after the “End of the Underwriting Period” as defined in the Bond Purchase Agreement (provided the Master Developer may assume the End of the Underwriting Period is the Closing Date (as defined in the Bond Purchase Agreement), unless it receives written notice from the Underwriter that the End of the Underwriting Period is later than the Closing Date), if any event relating to or affecting the Master Developer, its Relevant Entities, the development status of the Property, the proposed development of the Property, the status of completion of backbone infrastructure for Improvement Area No. 1 and construction plans for such infrastructure remaining to be completed, the Master Developer’s financing plan, or the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Relevant Entities (including, if material to the Master Developer’s construction plan or the Master Developer’s financing plan, other loans of such Relevant Entities), shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City or the Community Facilities District, to amend or supplement the Official Statement in order to make the information under the sections of the Official Statement indicated in Paragraph 3 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 3 of the Letter of Representations) not misleading in the light of the circumstances under which they were made, the Master Developer shall reasonably cooperate with the City, the Community Facilities District and the Underwriter in the preparation and publication of a supplement or amendment to the information under the sections of the Official Statement indicated in Paragraph 3 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 3 of the Letter of Representations), in form and substance satisfactory to the Underwriter and counsel to the City and the Community Facilities District which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. [Remainder of Page Intentionally Left Blank; Signature Page Follows]

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The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized officer or representative of the Master Developer and he or she will have no personal liability arising from or relating to this Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be asserted against the Master Developer. [INSERT SIGNATURE BLOCK]

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EXHIBIT G
$[PAR]
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

CLOSING CERTIFICATE OF
[DEVELOPER]
[Closing Date]
City of El Paso de Robles
1000 Spring Street
El Paso de Robles, California 93446
Stifel, Nicolaus & Company, Incorporated
2121 Avenue of the Stars, Suite 2150
Los Angeles, California 90067
Ladies and Gentlemen:

Reference is made to the above-captioned bonds (the “Bonds”) and to the Bond Purchase Agreement, dated [Pricing Date] (the “Bond Purchase Agreement”), entered into in connection therewith. This Closing Certificate of Meritage Homes of California, Inc. (the “Closing Certificate”) is delivered pursuant to Section 7(F)(27) of the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Letter of Representations of [DEVELOPER], dated [POS Date] (the “Letter of Representations”), delivered by [DEVELOPER], a California limited liability company (the “Developer”).

The undersigned certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Developer, and the undersigned, on behalf of the Developer, further certifies as follows:

1. The Developer has received the final Official Statement dated [Pricing Date] relating to the Bonds (the “Official Statement”). To the Actual Knowledge of the Undersigned, each statement, representation and warranty made in the Letter of Representations is true and correct in all material respects on and as of the date hereof with the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement.

2. To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement affecting the statements and information described in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph

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4 of the Letter of Representations) relating to the Developer, its Relevant Entities, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, contractual arrangements of the Developer or any Relevant Entities (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of its Relevant Entities), and the Developer’s compliance with its continuing disclosure undertakings, which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Official Statement not misleading in any material respect.

3. For the period through 25 days after the “End of the Underwriting Period” as defined in the Bond Purchase Agreement (provided the Developer may assume the End of the Underwriting Period is the Closing Date (as defined in the Bond Purchase Agreement), unless it receives written notice from the Underwriter that the End of the Underwriting Period is later than the Closing Date), if any event relating to or affecting the Developer, its Relevant Entities, the proposed development of the Property, ownership of the Property, the Developer’s development plan, the Developer’s financing plan, the Developer’s lenders, if any, contractual arrangements of the Developer or any Relevant Entities (including, if material to the Developer’s development plan or the Developer’s financing plan, loans of its Relevant Entities) or the Developer’s compliance with its continuing disclosure undertakings shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City or the Community Facilities District, to amend or supplement the Official Statement in order to make the information under the sections of the Official Statement indicated in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations) not misleading in the light of the circumstances under which they were made, the Developer shall reasonably cooperate with the City, the Community Facilities District and the Underwriter in the preparation and publication of a supplement or amendment to the information under the sections of the Official Statement indicated in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions contained in Paragraph 4 of the Letter of Representations), in form and substance satisfactory to the Underwriter and counsel to the City and the Community Facilities District which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. The Developer has duly authorized the execution and delivery of the Developer Continuing Disclosure Certificate and is duly authorized to perform the obligation on its part to be performed thereunder, and the Developer Continuing Disclosure Certificate constitutes the legal, valid and binding obligation of the Developer, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance and other similar laws affecting the rights of creditors and certain equitable, legal or statutory principles affecting enforcement of contractual rights generally, regardless of whether such enforcement is considered in a proceeding of law or equity. [Remainder of Page Intentionally Left Blank; Signature Page Follows]

Attachment 4
G-3
The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized officer or representative of the Developer and he or she will have no personal liability arising from or relating to this Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be asserted against the Developer. [INSERT SIGNATURE BLOCK]

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. 2), 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, that declared the necessity to incur bonded indebtedness in a maximum principal amount not to exceed $19 million for Improvement Area No. 2 of the District.

3. The appraised value of the taxable property within Improvement Area No. 2 of the District, based upon the appraisal prepared by Integra Realty Resources, is $39,599,000.

4. Should bonds be issued and sold in an aggregate principal amount that does not exceed $9,895,000, the appraised value of the taxable property in Improvement Area No. 2 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. 2.

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. 2, associated with the creation of the Improvement Area No. 2, 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. 2, 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. 2) 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. 2 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. 2; authorizing and directing the execution of a Fiscal Agent Agreement, Bond Purchase Agreement, and other related documents; authorizing the sale of the bond through a negotiated sale; and authorizing official actions and execution of related documents.

Attachments

1. Resolution 25-XXX - Financing Public Improvement CFD 2022-1N - IA 2Fiscal Agent Agreement

2. Fiscal Agent Agreement

3. Preliminary Official Statement

4. Bond Purchase Agreement

Attachment 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. 2) 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. 2 therein (“Improvement Area No. 2”); and WHEREAS, the City Council adopted Resolution No. 22-114 dated August 2, 2022, determining the necessity for the District to incur bonded indebtedness for Improvement Area No. 2 in an aggregate principal amount not to exceed $19,000,000; and
WHEREAS, consolidated special elections were held within the District and Improvement Area No. 2 on August 2, 2022, and there was submitted to the qualified voters of Improvement Area No. 2 (among other propositions) the proposition of whether a bonded indebtedness in an aggregate principal amount not to exceed $19,000,000 should be incurred by and for the District for Improvement Area No. 2 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. 2 in an aggregate principal amount not to exceed $19,000,000 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. 2) of the City of El Paso de Robles 2025 Special Tax Bonds” be issued in an aggregate principal amount which shall not exceed $9,895,000 (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. 2 (the “Special Taxes”); and WHEREAS, the appraised value of the taxable property within Improvement Area No. 2 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 $39,599,000 as of September 8, 2025; and WHEREAS, if the 2025 Bonds are issued and sold in an aggregate principal amount that does not exceed $9,895,000, the appraised value ofthe Taxable Property in Improvement Area No. 1of 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
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 2025Bonds to be executed and delivered by the City and the Fiscal Agent, defined below, whereby the Fiscal Agent will authenticate and deliver the 2025Bonds 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; (c) if the 2025 Bonds are issued and sold in an aggregate principal amount that does not exceed $9,895,000, the appraised value of the Taxable Property in Improvement Area No. 2 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
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 $9,895,000. 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 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
(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. 2 which the qualified electors of Improvement Area No. 2 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 withrespect to the expenditure of the proceeds of the sale of the 2025Bonds 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. 2 below the amounts which are necessary to provide Special Tax Revenues in an amount equal

Attachment 1
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 31, 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 #st day of Month, 20YY, by the following vote:

AYES:

NOES:

John R. Hamon, Jr., Mayor
ATTEST:

Melissa Martin, City Clerk
Exhibit A – Good Faith Estimates

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 $9,895,000 (the “Estimated Principal Amount”), which excludes approximately $127,353 of net premium estimated to be generated based on current market conditions, which together total $10,022,353 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 5.07%.

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 $965,017.

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 $8,727,761.

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 $20,378,538 (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\44304274.3
Attachment 2
-1-

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. 2)
of the City of El Paso de Robles
Special Tax Bonds, 2025 Series A

82472.04037\44304274.3
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 ...................................................................... 15 Section 2.02. Terms of 2025 Bonds. .................................................................................... 15 Section 2.03. Redemption. .................................................................................................. 16 Section 2.04. Form of Bonds................................................................................................ 21 Section 2.05. Execution of Bonds ........................................................................................ 21 Section 2.06. Transfer of Bonds........................................................................................... 21 Section 2.07. Exchange of Bonds......................................................................................... 22 Section 2.08. Bond Register................................................................................................. 22 Section 2.09. Temporary Bonds........................................................................................... 22 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen.................................................. 23 Section 2.11. Special Obligation .......................................................................................... 23 Section 2.12. Book-Entry ..................................................................................................... 23 Section 2.13. Parity Bonds................................................................................................... 25

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..................................................................... 28 Section 3.02. Application of Proceeds of Sale of 2025 Bonds. ............................................ 28 Section 3.03. Improvement Fund. ....................................................................................... 29 Section 3.04. Special Tax Fund............................................................................................. 30 Section 3.05. Administrative Expense Fund. ....................................................................... 31 Section 3.06. Costs of Issuance Fund................................................................................... 32

ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND; RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues..................................................................... 32 Section 4.02. Bond Fund...................................................................................................... 33

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Section 4.03. Reserve Fund.................................................................................................. 35

ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment.......................................................................................... 37 Section 5.02. Special Obligation .......................................................................................... 37 Section 5.03. Extension of Time for Payment...................................................................... 37 Section 5.04. Against Encumbrances................................................................................... 38 Section 5.05. Books and Accounts....................................................................................... 38 Section 5.06. Protection of Security and Rights of Owners................................................. 38 Section 5.07. Collection of Special Tax Revenues................................................................ 38 Section 5.08. Levy of Special Taxes for Administrative Expenses ....................................... 39 Section 5.09. Further Assurances........................................................................................ 40 Section 5.10. Tax Covenants................................................................................................ 40 Section 5.11. Covenant to Foreclose ................................................................................... 40 Section 5.12. Prepayment of Special Taxes......................................................................... 41 Section 5.13. Calculation of Prepayments........................................................................... 41 Section 5.14. Continuing Disclosure .................................................................................... 41 Section 5.15. Accountability Measures ............................................................................... 41 Section 5.16. State Reporting Requirements ...................................................................... 41

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds................................................ 43 Section 6.02. Rebate Fund; Rebate to the United States.................................................... 44 Section 6.03. Liability of City................................................................................................ 44 Section 6.04. Employment of Agents by City....................................................................... 45

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent ......................................................................... 46 Section 7.02. Liability of Fiscal Agent .................................................................................. 46 Section 7.03. Information .................................................................................................... 49 Section 7.04. Notice to Fiscal Agent .................................................................................... 49 Section 7.05. Compensation, Indemnification .................................................................... 49 Section 7.06. Books and Accounts....................................................................................... 49

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ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. ............................................................................... 50 Section 8.02. Owners’ Meetings.......................................................................................... 51 Section 8.03. Procedure for Amendment with Written Consent of Owners...................... 51 Section 8.04. Disqualified Bonds ......................................................................................... 52 Section 8.05. Effect of Supplemental Agreement ............................................................... 52 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments............. 52 Section 8.07. Amendatory Endorsement of Bonds ............................................................. 53

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ..................................................... 53 Section 9.02. Successor is Deemed Included in All References to Predecessor.................. 53 Section 9.03. Discharge of Agreement. ............................................................................... 53 Section 9.04. Execution of Documents and Proof of Ownership by Owners...................... 54 Section 9.05. Waiver of Personal Liability ........................................................................... 54 Section 9.06. Notices to and Demands on City and Fiscal Agent ........................................ 55 Section 9.07. Partial Invalidity ............................................................................................. 55 Section 9.08. Unclaimed Moneys........................................................................................ 55 Section 9.09. Applicable Law ............................................................................................... 55 Section 9.10. Conflict with Act............................................................................................. 56 Section 9.11. Conclusive Evidence of Regularity ................................................................. 56 Section 9.12. Payment on Business Day .............................................................................. 56 Section 9.13. Counterparts.................................................................................................. 56 EXHIBIT A – FORM OF 2025 BOND..............................................................................................A-1

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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. 2) 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. 2 (“Improvement Area No. 2”) 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. 2 in the aggregate principal amount of $19,000,000 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. 2) 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. 2; 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. 2 and issued as provided in the Act, the Resolution (as hereinafter defined), and this Agreement provided, to be

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2 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 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

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3 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 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. 2.
“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).]

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4 “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.
“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;

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5 (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 prerefunded with cash, direct United States or United States guaranteed obligations, or “AAA” rated pre-refunded municipal bonds; and
(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. 2) 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

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6 (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.
“Improvement Area No. 2” means Improvement Area No. 2 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.

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7 “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;
(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

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8 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
(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

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9 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) Interest bearing demand or time deposits (including certificates of deposit) or deposit accounts in federal or state chartered savings and loan associations or in federal or State of California banks (including the Trustee and its affiliates), provided that the unsecured short term obligations of such commercial bank or savings and loan association will be rated in the highest short term rating category by any Rating Agency at the time of investments;
(vi) 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

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10 (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 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;

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11 (vii) Commercial paper rated, at the time of purchase, “Prime - 1” by Moody’s and “A-1” or better by Standard & Poor’s;
(viii) 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;
(ix) 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; (x) Repurchase agreements which satisfy the following criteria:
(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

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12 simultaneous with payment (perfection by possession of certificated securities),
(3) (A) The securities must be valued weekly, marked-tomarket 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
(xi) 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.

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13 “Rate and Method of Apportionment” means the rate and method of apportionment of special taxes for Improvement Area No. 2 originally authorized to be levied on property within Improvement Area No. 2 of the District as approved at a special election held within Improvement Area No. 2 of the District on August 2, 2022, and modified on January 15, 2025. “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. “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 December 2, 2025.

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14 “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. 2 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. 2 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. “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. 2) of the City of El Paso de Robles Special Tax Bonds, 2025 Series A issued on the Closing Date.

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15 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. 2 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. 2) 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 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.

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16 (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 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:

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17 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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18 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

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19 __________
 Maturity
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

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20 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 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

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21 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 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

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22 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 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

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23 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 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”).