Agenda packet — Patterson City Council, July 18, 2023 (part 1 of 2)

City of Patterson Page 1 Updated 7/13/2023 10:48 AM
Agenda
City of Patterson
City Council Regular Meeting
Patterson Public Financing Authority Meeting
July 18, 2023
7:00 PM
Council Chambers
1 Plaza
Patterson, CA 95363

MEMBERS OF THE PUBLIC MAY PARTICIPATE IN THE MEETING IN PERSON OR VIA TELECONFERENCE BY CALLING 1-669-900-9128, MEETING ID: 693 538 4239, PASSWORD: 20995363 AND WILL BE GIVEN THE OPPORTUNITY TO PROVIDE PUBLIC COMMENT. JOIN FROM A PC, MAC, IPAD, IPHONE, OR ANDROID DEVICE BY USING THIS URL:
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THE MEETING WILL BE TELEVISED OR AVAILABLE FOR PUBLIC VIEWING ON COMCAST CABLE CHANNEL 7 ON THE FOLLOWING DAYS: WEDNESDAY AT 3:00 P.M., FRIDAY AT 8:00 P.M. AND SATURDAY AT 12:00 P.M. OR WATCH ON INTERNET VIMEO LINK: https://vimeo.com/channels/patterson/
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk at (209) 895-8012. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. [28 CFR 35.102-35.104 ADA Title II] The City Council agenda and supporting public documents are available for viewing in City Hall, Administration Department, 1 Plaza, 2nd Floor, Patterson, California, during normal business hours. The City Council agenda and supporting public documents are also available online on the City web site www.ci.patterson.ca.us listed under Popular Links “City Council Agendas” or please call or email the City Clerk at (209) 895-8012 or [email protected] If you wish to be notified of future City Council Meetings, please visit our web site www.ci.patterson.ca.us go to Popular Links “City Council Agendas” and Subscribe to “RSS” If you wish to be notified of future City Council Meetings, please visit our web site www.ci.patterson.ca.us go to Popular Links “City Council Agendas” and Subscribe to “RSS” ═══════════════════════════════════════════════════════════════ City of Patterson Page 2 Updated 7/13/2023 10:48 AM

1. Call to Order

2. Pledge of Allegiance

3. Statements of Conflict

4. Proclamations/Certificates

4.1. Certificates of Recognition FFA (Future Farmers of America) - Madison Morgan, Isabel Contreras, Miranda Pawling, Michael Costa and Kendall Imbrogno (Mayor Clauzel)

4.2. Proclamation - National Health Center Week (August 6, 2023 to August 12, 2023) Ms. Yamilet Valladolid (Mayor Clauzel)

5. Items from the Public
Any member of the audience desiring to address the Council regarding a matter on the agenda, please raise your hand or step to the podium, or if using the zoom app by pressing *9 on your cell phone at the time the item is announced by the Mayor. The public wishing to address the Council on items that do not appear on the agenda may do so; however, Council will take no action other than referring the item to staff for study and analysis and may place the item on a future agenda (Resolution 92-25)
In order that all interested parties have an opportunity to speak, any person addressing the Council will be limited to a maximum of five (5) minutes unless the Mayor grants a longer period of time (Resolution 92-25)
Please State Your Name and City for the Record.

6. Consent Calendar
All items are approved by a single action. Any item may be removed from the Consent Calendar for separate discussion upon request from a member of the Public, Staff and/or Councilmember.

6.1. Motion to Waive Readings - All Readings of Ordinances and Resolutions, Except by Title are hereby waived.

6.2. Approve Minutes of Regular Meeting - June 6, 2023 (7:00 PM)

6.3. Approve Minutes of Workshop - June 13, 2023 (6:30 PM)

6.4. Approve Minutes of Special Meeting - June 27, 2023 (6:30 PM)

6.5. Approve Resolution No. 2023-34 Approving a Deferred Improvement Agreement with D Davis 2003 Revocable Trust and Scott Davis, Property Owners, for 317 S. 2nd Street.; Authorizing the City Manager to Execute the Agreement; and Authorizing the City Clerk to Record the Deferred Improvement Agreement.

7. Presentation
City of Patterson Page 3 Updated 7/13/2023 10:48 AM

7.1. Presentation by Moss Adams LLP regarding the City's Strategic Plan Update (Colleen Rozillis, Partner)

7.2. Presentation by a representative of the Downtown Revitalization Committee (DRC) to solicit City Council support for design and funding for specific improvements and enhancements within the downtown core area (Community Development Director Stice)

8. Public Comment/Action Item

8.1. Fire Department - Authorize Staff to abate Public Nuisance, by removing Weeds, Dirt, Rubbish, and/or Rank Growth pursuant to the provisions of Ordinance No. 243 and Ordinance No. 704, as defined in Chapter 6.16 of the Patterson Municipal Code-Property Maintenance; Authorize Staff to begin bid process using licensed contractors (Resolution No. 2023-33 Clean-Up Process)
Staff Report: Fire Chief Gregory
Council: Open/Close Item to Public Comment
Council: Approve Resolution No. 2023-33

9. Public Hearing

9.1. Public Works Department - Hold the Public Hearing, Take Public Comment, and Approve the Resolution Nos. 2023-35, 2023-36, and 2023-37 Ordering the Levy and Collection of Assessments for the City’s Benefit Assessment Districts (BADs), Landscape Maintenance Districts (LMDs), and CSA No. 15 for Fiscal Year 2023/24
Staff Report: Public Works Director Willett
Mayor: Open/Close Public Hearing
Council: Motion to Approve Resolution Nos. (2023-35, 2023-36, and 2023- 37 10. City Staff Reports
Adjourn to the Patterson Public Financing Authority
a. Call to order
b. Roll Call

10.1. Finance - Adopt Resolution No. 2023-01 of the Board of Directors of the Patterson Public Financing Authority Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds.

Staff report: Finance Director Riedeman
City of Patterson Page 4 Updated 7/13/2023 10:48 AM
PPFA Board: Motion to Adopt Resolution No. 2023-01
c. Adjourn

11. City Council Reports
A. Appoint/Reappoint (3) Member to the Economic Strategic Commission Term 2023 - 2025 (Mayor Clauzel, Councilmember Romero)

11.A.1.Appoint/Reappoint Three (3) Member to the Economic Strategic Commission Term 2023 - 2025 (Mayor Clauzel, Councilmember Romero)
B. Councilmember Alves
. Stanislaus Homeless Alliance (Councilmember Roque alternate) . Stanislaus County Hazardous Waste Advisory Committee (Councilmember Farinha alternate)
C. Councilmember Romero
. Westside Health Care Task Force (Councilmember Alves alternate) D. Councilmember Farinha
. San Joaquin Valley Air Pollution Control District (Councilmember Romero alternate)
E. Mayor Pro Tem Roque
. (EDAC) Stanislaus County Economic Development Action Committee (Mayor Clauzel alternate)
. Workforce Development Board (Mayor Clauzel alternate) F. Mayor Clauzel
. Stanislaus County Mayor's Meeting
. StanCOG (Mayor Pro Tem Roque alternate)
. League of California Cities (Councilmember Farinha 1st alternate, Councilmember Alves 2nd alternate)

12. Other Matters

13. Adjournment
City of Patterson Page 5 Updated 7/13/2023 10:48 AM

DECLARATION OF POSTING
I, Aracely Alegre, City Clerk of the City of Patterson, California do hereby declare that the foregoing notice was posted on the Bulletin Board at City Hall, 1 Plaza, Patterson, California on July 13, 2023.

The Agenda is also posted for public view on the Bulletin Boards of the Hammon Senior Center, 1033 W. Las Palmas, Patterson, the Patterson Branch Library, 46 N. Salado Avenue, Patterson, and the City of Patterson City Web Site www.ci.patterson.ca.us Aracely Alegre, City Clerk
City of Patterson
Direct No. (209) 895-8012
Email [email protected]
City Council Agenda Report
TO: Mayor Clauzel and Members of the City Council
FROM: Ken Irwin, City Manager
BY: Michael Clauzel,
MEETING DATE: July 18, 2023
ITEM NO: 4.2
SUBJECT: Proclamation - National Health Center Week (August 6, 2023 to August 12, 2023) Ms. Yamilet Valladolid (Mayor Clauzel)
This item is informational. No action needed.

4.2 Packet Pg. 6

NATIONAL HEALTH CENTER WEEK
“August 6, 2023 – August 12, 2023”

PROCLAMATION
WHEREAS: For over 50 years, Community Health Centers have provided high-quality, affordable, comprehensive primary and preventative health care in our nation’s underserved communities, delivering value to, and having a significant impact on, America’s health care system; and WHEREAS: As the country’s largest primary care network, Health Centers now serve as the health care home for over 30 million Americans in over 14,000 communities across the nation. One in every twelve people in the United States gets their care in a community health center; and WHEREAS: Health Centers are a critical element of the health system, serving both rural and urban communities, and often providing the only accessible and dependable source of primary care in their communities. Nationwide, Health Centers serve one in every five residents of rural areas; and WHEREAS: Community Health Centers are governed by patient-majority boards, ensuring that patients are engaged in their own health care decisions; and
WHEREAS: Community Health Centers are locally owned and operated small businesses that serve as critical economic engines, helping to power local economies by generating $85 billion in economic activity and more than $37 billion in labor income in some of the country’s most economically distressed communities; and WHEREAS: Community Health Centers serve as beacons of essential resources and support in the face of disasters and pandemics and will continue to respond quickly to care for America’s most vulnerable and underserved communities. Community Health Centers have administered over 22 million COVID-19 tests and over 24 million vaccines to date; and
WHEREAS: Community Health Centers nationally support more than 500,000 direct and indirect jobs, including physicians, nurse practitioners, physician assistants, licensed family therapists, and certified nurse-midwives who work as part of multi-disciplinary clinical teams designed to treat the whole patient; and WHEREAS: The Community Health Center model continues to prove an effective means of overcoming barriers to healthcare access, including geography, income, and insurance status – improving health outcomes and reducing healthcare system costs; and
WHEREAS: National Health Center Week offers the opportunity to celebrate Golden Valley Health Centers at any of their 45 locations, their dedicated staff, board members, patients and all those responsible for their continued success and growth since the first Golden Valley Health Centers opened their doors more than 50 years ago.

NOW, THEREFORE, BE IT RESOLVED that I, Mayor Michael Clauzel as Mayor of the City of Patterson, do hereby officially proclaim August 6 - 12, 2023, as “National Health Center Week”. I encourage all Americans to take part in this week by visiting Golden Valley Health Centers and celebrating the important partnership between America’s Health Centers and the patients they serve.

IN WITNESS, HEREOF, I have hereunto set my hand and caused the official seal of the City of Patterson to be affixed this 18th day of July 2023. ___________________________
Michael Clauzel
Mayor

4.2.a
Packet Pg. 7
Attachment: National Health Center Week 2023 (Proclamation - National Health Center Week) City of Patterson Page 1 Updated 6/14/2023 11:05 AM
City Of Patterson
Regular Meeting Minutes
June 6, 2023
City Manager
Ken Irwin
City Attorney
Nubia Goldstein
Deputy City Attorney
Douglas White www.ci.patterson.ca.us
Mayor
Michael Clauzel
City Council
Shivaugn Alves, District A
Jessica Romero, District B
Dominic Farinha, District C
Carlos Roque, District D
City Clerk
Aracely Alegre

1. Call to Order
Attendee Name Title Status Arrived Departed
Michael Clauzel Mayor Present
Shivaugn Alves District A Present
Jessica Romero District B Present 8:19 PM
Dominic Farinha District C Present
Carlos Roque District D Present
The regular (hybrid) meeting of the City Council of the City of Patterson of June 6, 2023, was called to order in the City of Patterson, 1 Plaza, Patterson at 7:00 p.m. by Mayor Clauzel.

City Staff Present:

1. City Manager Irwin

2. City Attorney Goldstein

3. Finance Director Riedeman

4. Public Works Director Willett

5. Senior Code Enforcement Officer Gomez

6. Fire Chief Gregory

7. Recreation & Community Services Administrative Manager Hernandez (remote)

8. IT Manager Irwin (remote)

9. City Engineer Ulloa

10. Recreation & Community Services Director Flanders (remote)

11. City Clerk Alegre

2. Pledge of Allegiance

3. Statements of Conflict

6.2 Packet Pg. 8
Minutes Acceptance: Minutes of Jun 6, 2023 7:00 PM (Consent Calendar) City of Patterson Page 2 Updated 6/14/2023 11:05 AM
None.

4. Items from the Public
Sara Ostad Rahimi, UC Davis Student - addressed City Council regarding Del Puerto Canyon research conducted as part of their graduation project.

Asia Jones, UC Davis Student - addressed City Council regarding Del Puerto Canyon research conducted as part of their graduation project.

Kandace Weyhrauch, Patterson Resident - addressed City Council to thank the Apricot Fiesta board, Public Works, Del Puerto Healthcare District, Police Department for their cooperation and help with the Apricot Fiesta. Ms.

Weyhrauch also addressed the water quality in Patterson, high levels of chromium 6 levels, and the need for testing.

Justin Farkas, Field Representative with the Office of Senator Alanis - addressed City Council regarding the Apricot Fiesta and provided a legislative update.

Anthea Hansen Del Puerto Water District General Manager - addressed City Council regarding the Del Puerto Canyon project and the research that has been conducted as part of the project.

5. Consent Calendar
Councilmember Farinha motioned to approve Consent Calendar Items 5.1 through 5.10. The motion was seconded by Mayor Pro Tem Roque and unanimously approved by a 5-0 roll call vote.

RESULT: ADOPTED
MOVER: Farinha
SECONDER: Roque
AYES: Clauzel, Alves, Romero, Farinha, Roque

5.1. Motion to Waive Readings - All Readings of Ordinances and Resolutions, Except by Title are hereby waived.

5.2. Approve Minutes of Special Meeting - April 26, 2023 (6:00 PM)

5.3. Approve Minutes of Special Meeting/Closed Session - May 2, 2023 (6:00 PM)

5.4. Approve Minutes of Regular Meeting - May 2, 2023 (7:00 PM)

5.5. Approve Minutes of Special Meeting/Closed Session - May 16, 2023 (6:00 PM)

5.6. Approve Minutes of Regular Meeting - May 16, 2023 (7:00 PM)

5.7. Approve Rolling Street Closures for Patterson FDES Festa Parade on June 17 & 18, 2023.

5.8. Approval of Surplus City Vehicles and/or Equipment/Items FY 2022/2023.

5.9. Approval of Addendum No. 2 to the Street Sweeping Contract Services Agreement with Contract Sweeping Services for a Five-Year Extension for Continued City-Wide Street Sweeping Services, Beginning July 1, 2023, through June 30, 2028

6.2 Packet Pg. 9
Minutes Acceptance: Minutes of Jun 6, 2023 7:00 PM (Consent Calendar) City of Patterson Page 3 Updated 6/14/2023 11:05 AM

5.10. Approve Resolution No. 2023-29 and Resolution No. 2023-30 Authorized Signatories for Banking Services with Bank of the West and the Local Agency Investment Fund (LAIF)

6. Presentation

6.1. Proclamation - Juneteenth
Mayor Clauzel presented the proclamation to Shawun Anderson and Dr. Dianna Anderson.

6.2. Finance - OPEB and Pension Funding Update (GovInvest) Item moved to after item 8.a.1
Finance Director Riedeman and Ira Summer GovInvest reviewed their presentation.

Council addressed the following:
- projection for year 2023
- clarification for how $8 million liability will decrease to $2 million by 2040 At 8:26 p.m. Mayor Clauzel opened the item to public comments. There were no comments.

7. Public Comment/Action Item

7.1. Administration Department - Authorize Staff to abate Public Nuisances at 128 Paramatta Dr., 606 Beck Creek Ln. and 576 Moray Way by securing buildings, removing weeds, dirt, rubbish, and other rank growth as required pursuant to the provisions of Ordinance No. 243 and Ordinance No. 704, as defined in Chapter

6.16 of the Patterson Municipal Code-Property Maintenance; Authorize Staff to begin bid process (Resolution No. 2023-31) Clean-Up Process.

Senior Code Enforcement Officer Gomez reviewed her report.

At 7:49 p.m. Mayor Clauzel opened the item to public comments.

Patterson Citizen - addressed City Council regarding the citations. She stated that information was not provided to property owners and she would like to request copies of the paperwork.

City Manager Irwin addressed the citizen's concern.

Senior Code Enforcement Officer Gomez addressed the citizen's concerns.

At 8:01 p.m. there being no further comments, Mayor Clauzel closed the item to public comments.

6.2 Packet Pg. 10
Minutes Acceptance: Minutes of Jun 6, 2023 7:00 PM (Consent Calendar) City of Patterson Page 4 Updated 6/14/2023 11:05 AM
Mayor Pro Tem Roque motioned to adopt Resolution No. 2023-31. The motion was seconded by Councilmember Alves and unanimously approved by a 5-0 roll call vote.

RESULT: APPROVED
MOVER: Roque
SECONDER: Alves
AYES: Clauzel, Alves, Romero, Farinha, Roque

8. City Council Reports
A. Appoint/Reappoint (3) Member to the Patterson Parks, Recreation & Beautification Commission Term 2023 - 2025 ( Mayor Clauzel, Councilmember Alves)

8.A.1. Appoint/Reappoint Three (3) Member to the Patterson Parks, Recreation & Beautification Commission Term 2023 - 2025 (Mayor Clauzel, Councilmember Alves)
Mayor Clauzel recommended the appointment of Martha Blanco, Kandace Weyhrauch, and Oscar Roman to the Patterson Parks, Recreation & Beautification Commission.

Councilmember Alves spoke in support.

Councilmember Romero motioned to approve Martha Blanco, Kandace Weyhrauch, and Oscar Roman. The motion was seconded by Councilmember Alves and unanimously approved by a 5-0 roll call vote.

B. Councilmember Alves
Nothing to report.
. Stanislaus Homeless Alliance (Councilmember Roque alternate) . Stanislaus County Hazardous Waste Advisory Committee (Councilmember Farinha alternate)
C. Councilmember Romero
. Westside Health Care Task Force (Councilmember Alves alternate) D. Councilmember Farinha
Nothing to report.
. San Joaquin Valley Air Pollution Control District (Councilmember Romero alternate)

6.2 Packet Pg. 11
Minutes Acceptance: Minutes of Jun 6, 2023 7:00 PM (Consent Calendar) City of Patterson Page 5 Updated 6/14/2023 11:05 AM
E. Mayor Pro Tem Roque
. (EDAC) Stanislaus County Economic Development Action Committee (Mayor Clauzel alternate)
Upcoming June 15th meeting.
. Workforce Development Board (Mayor Clauzel alternate) F. Mayor Clauzel
. Stanislaus County Mayor's Meeting
Upcoming meeting in August.
. StanCOG (Mayor Pro Tem Roque alternate)
Upcoming meeting Wednesday, June 21, 2023.
. League of California Cities (Councilmember Farinha 1st alternate, Councilmember Alves 2nd alternate)
Upcoming meeting this Wednesday in Modesto.

9. Other Matters
Councilmember Roque addressed $1 million dollar grant to be allocated for the Farm Workers Resource Center expansion.

Mayor Clauzel requested a moment of silence in remembrance of D-day and all those whose lives were lost.

City Manager Irwin addressed Upcoming Budget Workshop meeting, Tuesday, June 13, 2023, at 6:30 p.m. and ARPA non-profit grant program to roll out on June 19, 2023.

10. Adjournment
There being no further business, the regular meeting of the City Council of the City of Patterson of June 6, 2023, was adjourned at 8:32 p.m.

Approved by the City Council on July 18, 2023.

6.2 Packet Pg. 12
Minutes Acceptance: Minutes of Jun 6, 2023 7:00 PM (Consent Calendar) City of Patterson Page 1 Updated 6/14/2023 11:53 AM
City Of Patterson
Workshop Minutes
June 13, 2023
City Manager
Ken Irwin
City Attorney
Nubia Goldstein
Deputy City Attorney
Douglas White www.ci.patterson.ca.us
Mayor
Michael Clauzel
City Council
Shivaugn Alves, District A
Jessica Romero, District B
Dominic Farinha, District C
Carlos Roque, District D
City Clerk
Aracely Alegre

1. Call to Order
Attendee Name Title Status Arrived
Michael Clauzel Mayor Present
Shivaugn Alves District A Present
Jessica Romero District B Excused
Dominic Farinha District C Present
Carlos Roque District D Present
The Special Meeting (Budget Workshop) of the City Council of the City of Patterson of June 13, 2023 was called to order in the City of Patterson at 6:30 p.m. by Mayor Clauzel.

City Staff Present:

1. City Manager Irwin

2. City Attorney Varinsky (remote)

3. Finance Director Riedeman

4. Fire Division Chief Schali

5. IT Manager Ford

6. Accounting Manager Williams

7. Deputy Director of Regulatory Compliance & Administrative Services Delgado

8. Public Works Deputy Director Andrade

9. Public Works Deputy Director Guluarte

10. City Engineer Ulloa

11. Recreation & Community Services Director Flanders

12. Parks & Building Maintenance Supervisor Barrera

13. Police Chief Clayton

14. City Clerk Alegre

2. Pledge of Allegiance

6.3 Packet Pg. 13
Minutes Acceptance: Minutes of Jun 13, 2023 6:30 PM (Consent Calendar) City of Patterson Page 2 Updated 6/14/2023 11:53 AM

3. Statement of Conflict
None.

4. Items from the Public
There were no public comments.

5. City Staff Reports

5.1. Finance - Receive a presentation from staff and conduct a review and discussion of the proposed Fiscal Year 2023-2024 General Fund and All Other Funds budget for the City of Patterson. Provide direction to staff regarding the proposed budget.

City Manager Irwin and Finance Director Riedeman reviewed the presentation.

City Council addressed the following:
- New part-time staffing or transitions from part-time to full-time? - Public Safety bldg.
- Highway 33 signal project
- Future funding for the I-5 Sperry expansion design plan - Enterprise fund annual increase
- Well 14 project
- Tax reevaluation for new warehouses
At 7:32 p.m. Mayor Clauzel opened the item to public comments.

Kandace Weyhrauch, Patterson Resident - addressed City Council regarding the following: cost to re-carpet City Hall building, recreation mower, would like to have money left over from purchase of mower allocated to teen programs, and new Public Works building construction expense.

At 7:37 p.m. there being no further public comments, Mayor Clauzel closed the item from public comments.

6. Other Matters
There were no other matters.

7. Adjournment
There being no further business, the special (Budget Workshop) meeting of the City Council of the City of Patterson of June 13, 2023 was adjourned at 7:38 p.m.

Approved by the Patterson City Council on July 18, 2023.

6.3 Packet Pg. 14
Minutes Acceptance: Minutes of Jun 13, 2023 6:30 PM (Consent Calendar) City of Patterson Page 1 Updated 7/12/2023 10:21 AM
City Of Patterson
Special Meeting Minutes
June 27, 2023
City Manager
Ken Irwin
City Attorney
Nubia Goldstein
Deputy City Attorney
Douglas White www.ci.patterson.ca.us
Mayor
Michael Clauzel
City Council
Shivaugn Alves, District A
Jessica Romero, District B
Dominic Farinha, District C
Carlos Roque, District D
City Clerk
Aracely Alegre

1. Call to Order
Attendee Name Title Status Arrived
Michael Clauzel Mayor Present
Shivaugn Alves District A Present
Jessica Romero District B Present
Dominic Farinha District C Present
Carlos Roque District D Excused
The Special Council meeting of the City Council of the City of Patterson of June 27, 2023 was called to order in the City of Patterson at 6:30 p.m. by Mayor Clauzel.

City Staff Present:

1. City Manager Irwin

2. IT Manager Ford

3. Police Chief Clayton

4. City Attorney Miller

5. Human Resources Director Guillory-Jones

6. City Engineer Ulloa

7. Fire Chief Gregory

8. Deputy Director of Regulatory Compliance & Administrative Services Delgado (remote)

9. Project Manager Ferreira (remote)

10. City Clerk Alegre

2. Pledge of Allegiance

3. Statements of Conflict
None.

6.4 Packet Pg. 15
Minutes Acceptance: Minutes of Jun 27, 2023 6:30 PM (Consent Calendar) City of Patterson Page 2 Updated 7/12/2023 10:21 AM

4. Items from the Public
Tomas Funez, 500 S 4th Street - addressed City Council regarding trash being dumped on 4th Street and B Street.

Mr. Funez also addressed the homeless situation on that side of town.

Sheryl, Patterson Resident - addressed City Council regarding property address 373 C street concerned over weeds and rubbish trash, she is worried about homeless individuals going in and starting a fire.

Kandace Weyhrauch, Patterson Resident - addressed City Council encouraging residents to attend Congressman Duarte's meeting at the Hamon Senior Center at 7:00 p.m. to discuss water quality issues in Patterson.

5. Consent Calendar
Councilmember Farinha moved to approve Consent Calendar Items 5.1 through 5.5. The motion was seconded by Councilmember Romero and unanimously approved by a 4-0 roll call vote.

5.1. Approve City Commission Report for the Month of May 2023 (Parks, Recreation & Beautification Commission)

5.2. Approve City Department Reports for the Months of April and May 2023 (Community Development Department and Public Works)

5.3. Approve the proposal from GDR Engineering, Inc. for the Washburn Street Sidewalk Repair & Replacement Project and authorize staff to enter into a negotiated Consultant Agreement with a not to exceed cost of $79,855.

5.4. Approve Resolution No. 2023-32, Approving a list of projects to be funded with Senate Bill (SB) 1 “The Road Repair and Accounting Act of 2017” and incorporate the List of Projects to appropriate revenues and expenditures in the Fiscal Year 2023-24 budget.

5.5. Adopt Resolution No. 2023-39 to Authorize the City Manager or Department Head of the City Patterson into a Lease Agreement with PNC for the Purchase of Fire Trucks, and to Receive Reimbursement of the Original Payment(s).

6. City Staff Reports

6.1. Finance - Approve Resolution No. 2023-38 Adopting General Fund and All Other Funds Budgets and Appropriations Limit for the Fiscal Year 2023-24.

City Manager Irwin reviewed his report.

City Council addressed the following:
- Plans to expand the Hammon Senior Center patio area
RESULTS: ADOPTED
MOVER: Farinha
SECONDER: Romero
AYES: Clauzel, Alves, Romero, Farinha
ABSENT: Roque

6.4 Packet Pg. 16
Minutes Acceptance: Minutes of Jun 27, 2023 6:30 PM (Consent Calendar) City of Patterson Page 3 Updated 7/12/2023 10:21 AM
- Public Information Officer position
At 6:58 p.m. Mayor Clauzel opened the item to public comments. There were no comments.

Councilmember Alves motioned to approve Resolution No. 2023-38. The motion was seconded by Councilmember Farinha and unanimously approved by a 4-0 roll call vote.

RESULT: APPROVED
MOVER: Alves
SECONDER: Farinha
AYES: Clauzel, Alves, Romero, Farinha
EXCUSED: Roque

7. City Council Reports
A. Councilmember Alves
Nothing to report.
. Stanislaus Homeless Alliance (Councilmember Roque alternate) . Stanislaus County Hazardous Waste Advisory Committee (Councilmember Farinha alternate)
B. Councilmember Romero
Nothing to report.
. Westside Health Care Task Force (Councilmember Alves alternate) C. Councilmember Farinha
Nothing to report.
. San Joaquin Valley Air Pollution Control District (Councilmember Romero alternate)
D. Mayor Pro Tem Roque
. Westside Health Care Task Force (Councilmember Alves alternate) E. Mayor Clauzel
. Stanislaus County Mayor's Meeting
The next Stanislaus County Mayor's meeting will be held in August in the City of Patterson. . StanCOG (Mayor Pro Tem Roque alternate)
Mayor Clauzel provided an update on the following approved projects:
- StanRTA Transit and Turlock Transit Project summary

6.4 Packet Pg. 17
Minutes Acceptance: Minutes of Jun 27, 2023 6:30 PM (Consent Calendar) City of Patterson Page 4 Updated 7/12/2023 10:21 AM
- MOVE Care Cruisers providing door to door transportation for seniors and disabled persons - Stanislaus Bike month campaign, City of Patterson took 2nd place. . League of California Cities (Councilmember Farinha 1st alternate, Councilmember Alves 2nd alternate)
Mayor Clauzel provided an update on the following:
- Updated bylaws
- Mayor selected as Executive Committee Ambassador for Patterson and Riverbank

8. Other Matters
- Happy and safe 4th of July
- Mayor's Report for June will be available by Thursday - I-5 Interchange complaints, working with Supervisor Channce Condit to address the issues - No Council Meeting on July 4th, due to Independence Day celebration. - August 1st Council meeting most likely will be cancelled due to National Night Out.

Chief Clayton addressed fireworks issues. Email to report illegal fireworks [email protected], will be utilizing drones to patrol as well.

9. Adjournment
There being no further business, the special meeting of the City Council of the City of Patterson of June 27, 2023 was adjourned at 7:05 p.m.

Approved by the Patterson City Council on July 18, 2023.

6.4 Packet Pg. 18
Minutes Acceptance: Minutes of Jun 27, 2023 6:30 PM (Consent Calendar) City Council Agenda Report
TO: Mayor Clauzel and Members of the City Council
FROM: Ken Irwin, City Manager
BY: Mike Willett, Public Works Director
MEETING DATE: July 18, 2023
ITEM NO: 6.5
SUBJECT: Approve Resolution No. 2023-34 Approving a Deferred Improvement Agreement with D Davis 2003 Revocable Trust and Scott Davis, Property Owners, for 317 S. 2nd Street.; Authorizing the City Manager to Execute the Agreement; and Authorizing the City Clerk to Record the Deferred Improvement Agreement.

RECOMMENDATION
Motion to Approve Resolution No. 2023-34 Approving a Deferred Improvement Agreement with D Davis 2003 Revocable Trust and Scott Davis, Property Owners, for 317 S. 2nd Street.; Authorizing the City Manager to Execute the Agreement; and Authorizing the City Clerk to Record the Deferred Improvement Agreement.

BACKGROUND
The Public Works Department is responsible for making sure that all public improvements are installed per City standards and for the maintenance of the improvements once they are completed and accepted by the city.

One of the requirements of the project owner is to install public improvements which include sidewalks, curb/gutter, a driveway entrance, and landscaping along the frontage of their property located at 317 S. 2nd Street (APN# 131-007-008-000). However, at this time staff and the property owners propose that the public improvements be deferred.

ANALYSIS
With this in mind, the City is requesting that the property owners enter into a “Deferred Improvement Agreement” which is a legal document that commits the property owner to

6.5 Packet Pg. 19
installing the improvements upon receiving written notification from the City. Once the agreement is executed and recorded it will remain in effect even if the property is sold. Attached for your review and approval is the Agreement that was prepared by staff.

FISCAL IMPACT
All costs associated with this item are paid by the property owners.

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1 1 RESOLUTION NO. 2023-34
2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PATTERSON 4 APPROVING A DEFERRED IMPROVEMENT AGREEMENT BETWEEN THE CITY 5 OF PATTERSON AND D. DAVIS 2003 REVOCABLE TRUST AND SCOTT DAVIS FOR 6 DEFERRING THE INSTALLATION OF IMPROVEMENTS FOR APN# 131-007-008-000 (317 S. 2
ND 7 STREET) SITE; AUTHORIZING STAFF TO EXECUTE THE
8 AGREEMENT; AND AUTHORIZING THE CITY CLERK TO RECORD THE 9 AGREEMENT
10 WHEREAS, at the regular city council meeting of the City of Patterson, the City Council 11 approved the Deferred Improvement Agreement (referred to herein as the “Agreement”) between 12 D Davis 2003 Revocable Trust and Scott Davis (referred to herein as the “Developer”) for APN# 131-007-008-000, located on 317 S. 2
nd
13 Street, Patterson, CA 95363; and
14 WHEREAS, the City of Patterson has agreed to defer necessary improvements specified 15 in the attached documents, attached hereto in the “Deferred Improvement Agreement” for the property located on 317 S. 2
nd
16 Street, Patterson, CA 95363; and
17 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Patterson 18 that it hereby accepts the deferral of the public improvements described in the Deferred 19 Improved Agreement and authorizes the City Manager to sign the “Agreement” and directs the 20 City Clerk of the City of Patterson to record the “Agreement”. 21 The foregoing resolution was passed by the City Council at a regular meeting held on the 18 th
22 day of July 2023 by who moved its adoption, which motion was duly 23 seconded by , and the resolution adopted by the following roll call vote:
24 25 AYES:
26 NOES:
27 EXCUSED:
28 APPROVED:
29 30
31 Michael Clauzel
32 Mayor of the City of Patterson

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Attachment: Resolution No. 2023-34 - DEFER IMPROVEMENT AGREEMENT FOR 317 S. 2ND STREET - SCOTT DAVIS 6-20-23 (Resolution No. 2 1 ATTEST:
2 3
4 5 Aracely Alegre
6 City Clerk of the City of Patterson
7 8
9 10
11 12
13 14
15 16
17 I hereby certify that the foregoing is a full, correct and true copy of a resolution passed by 18 the City Council of the City of Patterson, a Municipal Corporation of the County of Stanislaus, State of California, at a regular meeting held on the 18 th 19 day of July 2023, and I further certify
20 that said resolution is in full force and effect and has never been rescinded or modified. 21 DATED:
22 23
24 25
26 City Clerk of the City of Patterson
27 6.5.a
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Attachment: Resolution No. 2023-34 - DEFER IMPROVEMENT AGREEMENT FOR 317 S. 2ND STREET - SCOTT DAVIS 6-20-23 (Resolution No. 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 1 of 10
Recording Requested by

CITY OF PATTERSON
After Recording Return to

CITY OF PATTERSON
ATTN: CITY CLERK
POST OFFICE BOX 667
1 PLAZA
PATTERSON, CA 95363
____________________________________
)
)
)
)
)
)
)
)
)
)
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) ____________________________________
(Space above this line for recorder’s use)

SECURED DEFERRAL AGREEMENT FOR PUBLIC IMPROVEMENTS
317 S. 2nd STREET, PATTERSON, CALIFORNIA 95363
APN# 131-007-008-000

USED CAR LOT
THIS AGREEMENT is made and entered into this day of ,
2023, by and among City of Patterson, hereinafter called (“CITY”), D Davis 2003 Revocable Trust and Scott Davis, hereinafter called (“PROPERTY OWNER”).

WHEREAS, the PROPERTY OWNER is the owner of the property located at 317 South 2nd Street Patterson, CA 95363, more specifically displayed in “Exhibit “A” and Exhibit “B”, attached hereto and herein by reference APN# 131-007-008-000 (the “Property” or “Land”); and
WHEREAS, the PROPERTY OWNEER is seeking to utilize an existing building for the operation of a used car lot at 317 South 2nd Street, Patterson, CA 95363 (“Project”); and WHEREAS, the CITY requires that public improvements be constructed or guaranteed in accordance with Government Code Section 66485, and City Ordinance No. 508 (Municipal Code Section 16.40.020) (“Developer Improvements”); and WHEREAS, CITY and PROPERTY OWNER agree that it is not essential to the intended use of the Property to construct all the developer improvements at this time, and that these developer improvements may be deferred to a future time (“Developer Improvements”); and
NOW, THEREFORE, for and in consideration of the mutual covenants and considerations contained herein, the CITY, DEVELOPER, and PROPERTY OWNER agree as follows:

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 2 of 10

1. Scope. The purpose of this Agreement is to set forth the conditions of approval (Conditional Use Permit #22-06) and security and assure the future construction and installation of all the Developer Improvements, at the expense of the DEVELOPER, to certain standards as required by the CITY and that each and every one of the provisions of this Agreement herein contained shall bind and inure to the benefit of the successors in interest of the parties hereto in the same manner as if they had herein been expressly named.

2. Developer Obligations. DEVELOPER agrees:
a. To guarantee the construction of the Developer Improvements upon approval and recordation of this Agreement to construct and install the Developer Improvements required by the City Engineer and as described in this Agreement.
b. To install the following Developer Improvements: installation of frontage improvements which include sidewalks, curb, gutter, street trees, right-ofway landscaping in accordance with CITY and Caltrans Standards. c. To submit necessary construction plans to the CITY for the Developer Improvements within 60 days after receipt of written notification from the CITY; commence construction of the project within 60 days after receiving approval from the CITY and Caltrans; and complete all Developer Improvements within 120 days after commencement of construction. d. To disclose and provide copies of this Agreement, together with all exhibits, to any buyer(s) of any portion of the Land. PROPERTY OWNER shall obtain a confirmation form from each buyer confirming that the buyer(s) receipt of the Agreement and shall provide a copy of such form to the CITY for their records.
e. Upon completion and approval of Developer Improvements, PROPERTY OWNER and DEVELOPER shall execute a written instrument offering and irrevocably dedicating in fee for public purposes to CITY the Developer Improvements and the real property upon which the Developer Improvements are constructed.
f. In the event the developer fails to make the improvements as required, city. may complete the improvements and cause the cost thereof to be made a lien against the property.
g. The developer agrees to obtain all necessary permits required for the project, including permits from the City and Caltrans. Improvement Plans will be required for all frontage improvements which are subject to approval from the City and Caltrans.

3. City Obligations. CITY agrees:
a. Defer construction of the Developer Improvements, as provided herein; and b. To provide the DEVELOPER and PROPERTY OWNER with a release and satisfaction exonerating this Agreement once all the Developer

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 3 of 10
Improvements, as provided herein, have been completed and accepted by the CITY.

4. Security Device. In order to guarantee that Developer shall fulfill his obligations, the City requires that a security device, such as a bond, cashier’s check, or other approved device, be filed with the City. The security device amount shall cover engineering design, plan check, construction management services, inspections, etc. The construction estimate must be prepared and stamped by a licensed Engineer and approved by the City’s Engineer to establish the amount of the security device.

5. Waiver. CITY or CITY’S officers, employees, agents, representatives, or contractors may inspect or make statements indicating that certain work or materials used to complete construction the Developer Improvements comply with the terms of this Agreement. The CITY’S acceptance of certain portions of the Developer Improvements shall not relieve DEVELOPER of the obligations in this Agreement or serve as a basis or defense in any action brought by CITY against DEVELOPER for any damages arising from the breach of any term or condition of this Agreement by DEVELOPER.

6. Terms of this Agreement. The term of this Agreement shall be binding on DEVELOPER and PROPERTY OWNER beginning on the date that it is executed by the CITY.

7. Land. The Land shall be held, sold, leased, conveyed, encumbered, hypothecated, used, occupied, and improved subject to the terms and provisions of this Agreement, which shall constitute restrictions, reservations, rights, covenants, conditions, and equitable servitudes, all of which are for the purpose of enhancing and protecting the value, attractiveness, and desirability of the Project. Such restrictions, reservations, rights, covenants, conditions and equitable servitudes shall (I) run with the Land and shall be binding upon all persons having or acquiring any interest in the Land or any part thereof, their heirs, successors and assigns; (ii) inure to the benefit of every portion of the Land and any interest therein; and (iii) inure to the benefit of and be binding upon each Owner(s) and each Owner(s) successors in interest.

This Agreement and the terms of this agreement will be recorded along with the Land’s Deed of Trust to ensure that all obligations of this Agreement remain valid and in effect until all DEVELOPER IMPROVEMENTS have been completed and approved by the CITY.

8. Assignment. DEVELOPER and PROPERTY OWNER shall remain liable under the terms of this Agreement unless and until:
a. The Developer Improvements are constructed/installed and accepted by the CITY; or

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 4 of 10
b. DEVELOPER and PROPERTY OWNER assigns/their rights and obligations to a third party and those assignments are accepted by the CITY.

9. Notices. All notices required by this Agreement shall be in writing and sent by regular US mail, postage prepaid; commercial overnight courier; or facsimile.

Unless a party to this Agreement has given (10) day notice of a change of person and address for purposes of notice under this Agreement to the other party in writing, notices shall be directed to the following:

Notices to the CITY:

Fernando Ulloa, Director of Engineering, Building, Capital Projects City Hall
1 Plaza Circle
Patterson, CA 95363
Telephone: (209) 895-8073
Fax: (209) 895-8069
E-mail: [email protected]
With copy to:

Nubia Goldstein, City Attorney
DL White Law Group
428 J Street, Suite 370
Sacramento, CA 95814
Telephone: (916) 468-0950
Fax: (916) 468-0951
E-mail: [email protected]
Notices to DEVELOPER:

Scott Davis & D. Davis 2003 Revocable Trust
201 North Center Street #AT
Turlock, CA 95380
Telephone: (209) 765-9311
[email protected]

10. Amendment. This Agreement shall not be amended, modified, or canceled without the written consent of the parties.

11. Venue. The venue for all legal proceedings shall be the Superior Court for the County of Stanislaus in the State of California.

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 5 of 10

12. Governing Law. The laws of California, excluding its conflict of laws rules, shall govern the rights and obligations of the parties and the interpretation and performance of this Agreement.

13. Attorney Fees. In any litigation, arbitration, or other proceeding by which any of CITY, DEVELOPER, or PROPERTY OWNER either seeks to enforce its rights under this Agreement or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.

14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile copies hereof or signature thereon shall, for all purposes, be deemed original.

15. Recording. Upon the effective date of this Agreement, the CITY shall file this Agreement at the Stanislaus County Recorder’s Office, Modesto, California for recording and it shall be binding on DEVELOPER, PROPERTY OWNER, and their successors, assigns and transferees.

IN WITNESS WHEREOF, the CITY, DEVELOPER, and PROPERTY OWNER have executed this Agreement the day and year first above written.

CITY OF PATTERSON, CALIFORNIA
By:

Ken Irwin, City Manager
Dated:

ATTESTATION BY CITY CLERK:

Aracely Alegre, City Clerk
Dated:

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 6 of 10
DEVELOPER AND PROPERTY OWNER:

Scott Davis & D Davis 2003 Revocable Trust
201 North Center Street #AT
Turlock, CA 95380
By:

DEVELOPER & PROPERTY OWNER
Dated:

By:

DEVELOPER & PROPERTY OWNER
Dated:

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 7 of 10
(NOTARIES ON THE FOLLOWING PAGES)

NOTARY ACKNOWLEDGMENT
State of California )
)
County of ____________ )
On _________________, 20 , before me, , Notary Public,
personally appeared , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal. Notary Name: ____________________ Commission #:

Commission Expires: ________________
Notary Public Signature
[Seal]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 8 of 10

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal. Notary Name: ____________________ Commission #:

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 9 of 10

EXHIBIT A

SITE MAP

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve 317 South 2nd Street Deferred Improvement Agreement
DATE: 5/30/23
Page | 10 of 10

EXHIBIT B

LEGAL DESCRIPTION
The following described property in the City of Patterson, County of Stanislaus, State of California:

ALL OF LOTS 5, 6, 7, 8, 9, 10, 11 AND 12 IN BLOCK 81 OF THE TOWN OF

PATTERSON, ACCORDING TO THE OFFICIAL MAP THEREOF, FILED IN THE

OFFICE OF THE RECORDER OF STANISLAUS COUNTY, CALIFORNIA ON DECEMBER 13, 1909 IN BOOK 4 OF MAPS, AT PAGE 39.

APN: 131-007-008
13100700800

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Attachment: DEFERRED IMPROVEMENT - 317 S 2ND STREET FINAL 6-20-23 USE THIS ONE [Revision 1] (Resolution No. 2023-34 Approve City Council Agenda Report
TO: Mayor Clauzel and Members of the City Council
FROM: Ken Irwin, City Manager
BY: Ken Irwin, City Manager
MEETING DATE: July 18, 2023
ITEM NO: 7.1
SUBJECT: Presentation by Moss Adams LLP regarding the City's Strategic Plan Update (Colleen Rozillis, Partner)

RECOMMENDATION
Receive a presentation from Moss Adams LLP regarding the City's Strategic Plan Update (Colleen Rozillis, Partner)

BACKGROUND
A strategic plan is a comprehensive roadmap that outlines an organization’s long-term goals, objectives, and actions required to achieve them. It is a forward-looking document that guides decision-making and resource allocation, ensuring that all efforts align with the organization’s mission and vision. In fiscal year 2017, the Patterson City Council approved the 2017 - 2021 Patterson Strategic Plan; setting a course of action to effectively administer services and projects through established goals, objectives, and strategies.

ANALYSIS
The 2017-2021 Strategic Plan was completed by Moss Adams LLP and has served the city well but requires an update to stay current with the City Council’s goals and priorities. Due to their familiarity with the city and the quality plan produced previously, Moss Adams LLP has been retained to complete the update to the strategic plan.

To orient the city council, city staff, and the community on the strategic planning process Moss Adams will provide a presentation detailing the plan objectives, steps, and timelines.

FISCAL IMPACT

7.1 Packet Pg. 33
There is no fiscal impact as a result of this report. All costs associated with the Strategic Plan Update have been included in the approved fiscal year 2023-24 budget.

7.1 Packet Pg. 34

CITY OF PATTERSON
Strategic Planning Orientation
July 2023

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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update) 2 Your Team • Colleen Rozillis | Partner
Public Sector, Nonprofit, and Tribal Consulting
• Annie Rose Favreau | Senior Manager
Project Manager, Facilitator
• LeeAnn Stivers | Senior Manager
Facilitator
• Sydney Tracewell | Staff
Analyst

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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update) Strategic Planning Overview
3 7.1.a
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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update) Project
Overview
4 Building on the City’s previous strategic plan,
we will work together to develop a refreshed
strategic plan to guide the City’s major
activities for the next five years.

The plan is designed to help the City identify
major strategic priorities and create a clear
path to achieve those goals.

7.1.a
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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update) Planning
Framework
5 MISSION,

VISION,

AND VALUES

STRATEGIC
GOALS

OBJECTIVES & ACTIONS

CITY-WIDE PERFORMANCE

MEASURES

ANNUAL OPERATING PLANS

7.1.a
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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update) Orientation
Meeting
Virtual meeting with
Council and management
Council Input
Council Interviews
Management
Input
Management
Interviews
Stakeholder Input
Optional: Online
Survey of key
stakeholder groups
Analysis
Review of data and
documents
Management
Work Session
SWOT Review,
Mission, Vision,
Values
Draft Mission,
Vision, Values,
and Goals
Staff Input
All-Staff Survey for
feedback on mission,
vision, values, goals
Council Work
Session
SWOT Review,
Mission, Vision,
Values, Goals
Management
Input
Goals and
Objectives survey
Draft Full
Strategic Plan
Management
Input
Individual Review of
the Draft Plan
Council Input
Individual Review of
the Draft Plan
Stakeholder/
Community Input
Online Survey and/or
Community Open
House
Update Draft
Strategic Plan
Council Review
and Adoption of
Strategic Plan
Milestones
6 JULY-AUG AUG-SEPT SEPT-OCT OCT-DEC
Moss Adams
Community
Council
Management

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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update) • Building on the information and success of
the City’s 2017-2021 strategic plan
• Collaborative development process
incorporating input from:
• City Council
• City Staff
• Community Stakeholders
• Focus on practical and actionable
strategies
Key
Considerations
7 7.1.a
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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update)

DISCUSSION
QUESTION Are there any other key
considerations that you’re
hoping to see within the
strategic planning process?
8 7.1.a
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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update) Next Steps
9 County of Maui Strategic Plan | Work Session A
01 Orientation with management on July 24
02 Interviews with Council and management
Scheduling upcoming work sessions with Council 03 and management

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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update)

THANK YOU

7.1.a
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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update) The material appearing in this presentation is for informational purposes only and should not be construed as advice of any kind, including, without limitation, legal, accounting, or investment advice. This information is not intended to create, and receipt does not constitute, a legal relationship, including, but not limited to, an accountant-client relationship. Although this information may have been prepared by professionals, it should not be used as a substitute for professional services. If legal, accounting, investment, or other professional advice is required, the services of a professional should be sought.

Assurance, tax, and consulting offered through Moss Adams LLP. Investment advisory offered through Moss Adams Wealth Advisors LLC. ©2023 Moss Adams LLP
11 7.1.a
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Attachment: Patterson_Strategic_Planning_Orientation_07.10.23 (Strategic Plan Update) City Council Agenda Report
TO: Mayor Clauzel and Members of the City Council
FROM: Ken Irwin, City Manager
BY: Jeff Gregory, Fire Chief
MEETING DATE: July 18, 2023
ITEM NO: 8.1
SUBJECT: Authorize Staff to abate Public Nuisance, by removing Weeds, Dirt, Rubbish, and/or Rank Growth pursuant to the provisions of Ordinance No. 243 and Ordinance No. 704, as defined in Chapter 6.16 of the Patterson Municipal Code-Property Maintenance; Authorize Staff to begin bid process using licensed contractors (Resolution No. 2023-33 Clean-Up Process)

RECOMMENDATION
Motion to Authorize Staff to abate Public Nuisance, by removing Weeds, Dirt, Rubbish, and/or Rank Growth as pursuant to the provisions of Ordinance No. 243 and Ordinance No.704, as defined in Chapter 6.16 of the Patterson Municipal Code; Authorize Staff to begin the bid process using licensed contractors (Resolution No. 2023-33 Clean-Up Process)

BACKGROUND
The abatement of Weeds, Dirt, Rubbish and/or Rank Growth is a process the City of Patterson Fire Department conducts annually, per Ordinance, in an effort to reduce the aforementioned which may endanger or injure, or be detrimental to, or which cause substantial diminution in the value of neighboring property or endanger or injure the welfare of the residents in the vicinity of such property, or which may become a fire hazard.

This process is conducted year-round, with greater emphasis placed on abating such nuisances between May and October, where hotter, dryer conditions create a greater fire danger and potential for ignition of said nuisances.

ANALYSIS

8.1 Packet Pg. 46
Based on weed abatement surveys and or inspections, formal notices have been issued for the identified properties and or parcels within City limits (see Exhibit “A”) in accordance with the City of Patterson Municipal Code, Chapter 6.16.050, which states:

6.16.050 Service of notice.

Such notices shall be given in the manner set forth in this section:

The director, or such other official as may be designated by the city council, shall cause a notice or notices to be mailed by United States mail, to the owner of the subject property as shown upon any city record, or upon the last equalized assessment roll or at his last known address, whichever he shall determine to be the best means of serving notice upon the actual owner. Additionally, if the subject property address and the subject property owner’s address are different, the director or other designated official shall cause a notice or notices to be mailed by United States mail to the property address. The failure of the owner to receive such notice shall not affect the power of the city or of its officers or employees to proceed as provided in this chapter.

Such notice shall be mailed not less than ten days prior to the date set for a hearing upon objections as provided in Section 6.16.060
<http://www.codepublishing.com/CA/Patterson/html/Patterson06/Patterson0616.html> of this chapter. (Ord. 704 § 1 (part), 2008: Ord. 243 § 5, 1974).

A revised and updated list will be provided at the City Council Meeting.

Staff is requesting approval from the City Council for the abatement of weeds and or rank growth to reduce and or eliminate potential fire hazards. Once approved, Staff will obtain bids from licensed contractors for the removal and proceed with award of the contract to the lowest responsible bidder and bill costs occurred to the property owners in accordance with Patterson Municipal Code, Chapter 6.16.190.

FISCAL IMPACT
The recommended action would not directly result in an impact to the City’s funds, with the exception of staff time spent on surveying the properties. All costs incurred will be recouped by the City as per the Patterson Municipal Code, Chapter 6.16.190:

6.16.190 Assessment of costs against property-Lien.

The cost of abatement upon, or in front or rear, of each lot or parcel of land shall constitute a special assessment against that lot or parcel. After such assessment has been made and confirmed, it shall constitute a lien upon such lot or parcel for the amount of such assessment, until paid. (Ord. 704 § 1 (part), 2008: Ord. 243 § 16, 1974. Formerly

6.16.180).

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RESOLUTION NO. 2023-33

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PATTERSON,

DECLARING THE EXISTENCE OF A PUBLIC NUISANCE UNDER
ORDINANCE NOS. 243 AND 704
WHEREAS, the Fire Chief of the City of Patterson has reported weeds, rubbish, dirt, rank growth and/or mistletoe located and existing on properties in the City of Patterson in violation of Ordinance Nos. 243 and 704 of the City of Patterson, a description of said properties being hereto attached as Exhibit A; and
WHEREAS, the Fire Chief of the City of Patterson caused Notice to be mailed to the owner(s) of subject properties as in said ordinance provided, said notice giving notice to abate said nuisance and setting a time and place for hearing objections to the proposed abatement; and WHEREAS, said hearing, public comment/action item was held on the 18th day of July 2023 as in said Notice(s) provided; and
WHEREAS, no objections to the proposed abatement were received at said hearing.

WHEREAS, the City of Patterson has determined and certifies that the charges are either exempt from or in compliance with all the provisions of Proposition 218, which was passed by the voters in November 1996. The City of Patterson has further determined the charges are in compliance with all laws pertaining to the levy of such charges.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Patterson that said City Council finds that a condition exists with regard to the properties in said City which is dangerous to life, limb and property, and to the public health, safety, morals in that weeds, rubbish, dirt, rank growth and/or mistletoe are growing, located, and existing upon said properties in violation of Ordinance Nos. 243 and 704 of the City of Patterson, which endanger and may injure neighboring properties and endangers and may injure the welfare of residents in the vicinity of said properties, and which is a hazard; that of said properties hereto attached as Exhibit A.

The foregoing resolution was passed by the City Council at a regular meeting held on the 18th day of July 2023, by , who moved its adoption, which motion was duly seconded by

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Attachment: Resolution No. 202323-33 Fire Dept. - Weed Abatement, Clean Up Process (Weed Abatements for July 18, 2023) 1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
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27 28
, and the resolution adopted by the following roll call vote:

AYES:

NOES:

EXCUSED:

APPROVED:
_________________________________________
Michael Clauzel
Mayor of the City of Patterson
ATTEST:
______________________________________
Aracely Alegre
City Clerk of the City of Patterson
I hereby certify that the foregoing is a full, correct, and true copy of a resolution passed by the City Council of the City of Patterson, a Municipal Corporation of the County of Stanislaus, State of California, at a regular meeting held on the 18th day of July 2023, and I further certify that said resolution is in full force and effect and has never been rescinded or modified.

DATE:
________________________________
City Clerk of the City of Patterson

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Attachment: Resolution No. 202323-33 Fire Dept. - Weed Abatement, Clean Up Process (Weed Abatements for July 18, 2023) Exhibit A

SITE APN DATE NOTIFIED
1 0 Olive Avenue 047-025-046 07/03/2023
2 990 N. 1st Street 047-031-002 07/03/2023
3 420 S. 3rd Street 131-006-016 07/03/2023
4 331 D Street 131-016-026 07/03/2023
5 300 S. 4th Street 131-016-025 07/03/2023
6 108 Washburn Street 047-038-019 07/03/2023
7 515 W. Las Palmas Avenue 131-020-018 07/07/2023
8 30 N. 5th Street 131-020-010 07/07/2023
9 0 K Street 131-011-024 07/07/2023

SITE APN DATE NOTIFIED
1 0 Olive Avenue 047-025-046 07/03/2023

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Attachment: Exhibit_A_FD_Council_Report_July_18_2023 (Weed Abatements for July 18, 2023)

SITE APN DATE NOTIFIED
2 990 N. 1st Street 047-031-002 07/03/2023

SITE APN DATE NOTIFIED
3 420 S. 3rd Street 131-006-016 07/03/2023

SITE APN DATE NOTIFIED
4 331 D Street 131-016-026 07/03/2023

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Attachment: Exhibit_A_FD_Council_Report_July_18_2023 (Weed Abatements for July 18, 2023)

SITE APN DATE NOTIFIED
5 300 S. 4th Street 131-016-025 07/03/2023

SITE APN DATE NOTIFIED
6 108 Washburn Street 047-038-019 07/03/2023

SITE APN DATE NOTIFIED
7 515 W. Las Palmas Avenue 131-020-018 07/07/2023

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Attachment: Exhibit_A_FD_Council_Report_July_18_2023 (Weed Abatements for July 18, 2023)

SITE APN DATE NOTIFIED
8 30 N. 5th Street 131-020-010 07/07/2023

SITE APN DATE NOTIFIED
9 0 K Street 131-011-024 07/07/2023

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Attachment: Exhibit_A_FD_Council_Report_July_18_2023 (Weed Abatements for July 18, 2023) City Council Agenda Report
TO: Mayor Clauzel and Members of the City Council
FROM: Ken Irwin, City Manager
BY: Mike Willett, Public Works Director
MEETING DATE: July 18, 2023
ITEM NO: 9.1
SUBJECT: Hold the Public Hearing, Take Public Comment, and Approve the Resolution Nos. 2023-35, 2023-36, and 2023-37 Ordering the Levy and Collection of Assessments for the City’s Benefit Assessment Districts (BADs), Landscape Maintenance Districts (LMDs), and CSA No. 15 for Fiscal Year 2023/24

RECOMMENDATION
Hold the Public Hearing, Take Public Comment, and Approve the Resolution Nos. 2023-35, 2023- 36, and 2023-37 Ordering the Levy and Collection of Assessments for the City’s Benefit Assessment Districts (BADs), Landscape Maintenance Districts (LMDs), and CSA No. 15 for Fiscal Year 2023/24.

BACKGROUND
Attached are the resolutions ordering the levy and collection of assessments for the following City Benefit Assessment Districts (BADs), the Landscape Maintenance Districts (LMDs), and CSA No.15 for Fiscal Year 2023/24.

BADs:
1) Country Hollow Estates
2) Golden Estates
3) Kinshire Estates
4) Patterson Estates I
5) Patterson Estates III
6) Patterson Estates IV
7) Shirepark Estates
8) Springshire Estates

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9) Walnut Square Estates
10) Weber Estates
11) Yorkshire I Estates
12) Yorkshire II Estates
13) Heartland Ranch
14) Mirragio
15) Sutter Pointe
16) Walker Ranch
17) Patterson Gardens
18) Patterson Gardens Lot E
19) Patterson Gardens Annexation #1
20) Keystone Pacific Business Park
21) Keystone Pacific Business Park Annexation #1
22) Mahaffey Plaza
LMDs:
1) County Hollow Estates District
2) Kinshire Estates District
3) Patterson Estates I,III,IV District
4) Shirepark Estates District
5) Walnut Square Estates District
6) Heartland Ranch Landscape Maintenance District
7) Heartland Ranch Overlay Landscape Maintenance District 8) Mirragio Landscape Maintenance District
9) Sutter Pointe Landscape Maintenance District
10) Walker Ranch Landscape Maintenance District
11) Patterson Gardens Landscape Maintenance District
12) Keystone Pacific Business Park Landscape Maintenance District County Service Area(s):
1) CSA No. 15 (Villa Del Lago)
The Engineer’s reports were approved by the City Council on May 16, 2023 and the Public Hearing is scheduled for tonight, Tuesday, July 18, 2023 at 7:00 p.m.

Therefore, this item is a Public Hearing and the Mayor will open the Public Hearing and public comments will be taken. Once the Public Hearing is closed, the attached resolution(s) will be considered and once approved by the City Council, the levy documents will be submitted to the County.

ANALYSIS
The reason for the assessments is to generate the revenue necessary to operate and maintain the facilities in each district.

FISCAL IMPACT
All costs associated with preparing the Engineer’s Reports, the annual levy and collection of

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assessments, consultant expenses, and advertising are charged to the respective Districts.

Annually these districts transfer funds to the Sewer Fund and General Fund to offset staff time, labor, equipment, and maintenance performed for these districts.

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RESOLUTION NO. 2023-35

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PATTERSON, CALIFORNIA, ORDERING THE LEVY AND COLLECTION OF ASSESSMENTS FOR THE CITY’S BENEFIT ASSESSMENT DISTRICTS, FISCAL YEAR 2023/24
WHEREAS, the City Council of the City of Patterson (“City Council”) pursuant to the terms of the Benefit Assessment Act of 1982, Title 5 Division 2, of the California Government Code (commencing with Section 54703) (“Act”), previously formed the special maintenance assessment districts known and designated as follows:

Country Hollow Estates Benefit Assessment District
Golden Estates Benefit Assessment District
Kinshire Estates Benefit Assessment District
Patterson Estates I Benefit Assessment District
Patterson Estates III Benefit Assessment District
Patterson Estates IV Benefit Assessment District
Shirepark Estates Benefit Assessment District
Springshire Estates Benefit Assessment District
Walnut Square Benefit Assessment District
Weber Estates Benefit Assessment District
Yorkshire I Estates Benefit Assessment District
Yorkshire II Estates Benefit Assessment District
Heartland Ranch Benefit Assessment District
Miraggio Benefit Assessment District
Sutter Point Benefit Assessment District
Walker Ranch Benefit Assessment District
Patterson Gardens Benefit Assessment District
Keystone Pacific Business Park Benefit Assessment District Mahaffey Plaza Benefit Assessment District
(the “Benefit Assessment Districts”); and,
WHEREAS, the City Council wishes to levy and collect assessments in order to finance the maintenance and operation of authorized services within the Benefit Assessment Districts for Fiscal Year 2023/24; and
WHEREAS, NBS has prepared, and filed with the City Clerk, a report concerning the assessments within the Benefit Assessment Districts for Fiscal Year 2023/24. Reference is made to such report, which presents, for each district, the plans and specifications for the maintenance and operation of authorized services, an estimate of the costs of the maintenance and operation of the authorized services, and an assessment of the estimated costs of the maintenance and operation of the authorized services; and, WHERAS, the Fiscal Year 2023/24 assessments are not proposed to increase above the amount previously approved by affected property owners (as “increased assessment” is defined in Section 54954.6 of the California Government Code); and,
WHEREAS, the assessments are not based upon the assessed value of property within the Benefit Assessment Districts, but are based upon the special benefit received from the maintenance and operation of the authorized services therein; and,
WHEREAS, the assessments are in compliance with all laws pertaining to assessments levied pursuant to the Act, and the assessments are in compliance with the provisions of Proposition 218.

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Attachment: Resolution No. 2023-35 Patterson BAD Ordering Levy 23-24 7-18-23 (Public Hearing & Approval of Resolutions Ordering Levy & NOW THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

1. Following notice duly given, the City Council has held a full and fair Public Hearing regarding the assessments for the City’s Benefit Assessment Districts, Fiscal Year 2023/24, and considered all oral and written statements, protests and communications made or filed by interested persons.

2. Based upon its review (and amendments, as applicable) of the Annual Report, which has been filed with the City Clerk, the City Council hereby finds and determines that:
a. The land within the Benefit Assessment Districts will receive special benefit from the maintenance and operation of the authorized services therein. b. The Benefit Assessment Districts include all of the lands receiving such special benefit. c. The net amounts to be assessed upon the lands within the Benefit Assessment Districts are apportioned by a formula which fairly distributes the net amount among all assessable parcels in proportion to the estimated benefits to be received by each such parcel from the maintenance and operation of the authorized services therein.

3. The assessments for Fiscal Year 2023/24, as detailed within the Annual Report, are hereby confirmed as filed.

4. The adoption of this Resolution constitutes the levy of assessments for the Benefit Assessment Districts for the Fiscal Year commencing July 1, 2023 and ending June 30, 2024.

5. The City Council hereby orders NBS to submit the assessments to the Stanislaus County Auditor’s Office for placement on the Fiscal Year 2023/24 secured property tax roll.

The foregoing resolution was passed by the City Council at a regular meeting held on the 18th day of July, 2023, and the resolution was adopted by the following roll call vote:

AYES:

NOES:

EXCUSED:

APPROVED:

Michael Clauzel
Mayor of the City of Patterson
ATTEST:
_____________________________
Aracely Alegre
City Clerk of the City of Patterson

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Attachment: Resolution No. 2023-35 Patterson BAD Ordering Levy 23-24 7-18-23 (Public Hearing & Approval of Resolutions Ordering Levy & I do hereby certify that the foregoing is a full, correct, and true copy of a resolution passed by the City Council of said City of Patterson, a Municipal Corporation of the County of Stanislaus, State of California, at a regular meeting held on the 18th day of July, 2023 and I further certify that said resolution is in full force and effect and has never been rescinded or modified.

DATED:

City Clerk of the City of Patterson

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Attachment: Resolution No. 2023-35 Patterson BAD Ordering Levy 23-24 7-18-23 (Public Hearing & Approval of Resolutions Ordering Levy & RESOLUTION NO. 2023-36

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PATTERSON, CALIFORNIA, ORDERING THE LEVY AND COLLECTION OF ASSESSMENTS WITHIN THE CITY’S LANDSCAPE MAINTENANCE DISTRICTS, FISCAL YEAR 2023/24
WHEREAS, the City Council of the City of Patterson (“City Council”) pursuant to the terms of the Landscape and Lighting Act of 1972, Part 2, Division 15 of the California Streets and Highways Code (commencing with Section 22500) (“Act”), previously formed the special maintenance assessment districts known and designated as follows:

Country Hollow Estates Landscape Maintenance District
Kinshire Estates District Landscape Maintenance District Patterson Estates I, III, and IV Landscape Maintenance District Shirepark Estates Landscape Maintenance District
Walnut Square Landscape Maintenance District
Heartland Ranch Landscape Maintenance District
Heartland Ranch Overlay Zone 1 Landscape Maintenance District Miraggio Landscape Maintenance District
Sutter Point Landscape Maintenance District
Walker Ranch Landscape Maintenance District
Patterson Gardens Landscape Maintenance District
Keystone Pacific Business Park Landscape Maintenance District (the “Landscape Maintenance Districts”); and,
WHEREAS, the City Council wishes to levy and collect assessments in order to provide for the costs and expenses necessary to pay for the maintenance of the improvements within the Landscape Maintenance Districts
WHEREAS, NBS has prepared, and filed with the City Clerk, a report concerning the assessments within the Landscape Maintenance Districts for Fiscal Year 2023/24. Reference is made to such report, which presents, for each district, the plans and specifications for the improvements, an estimate of the costs of the improvements, and an assessment of the estimated costs of the improvements; and, WHERAS, the Fiscal Year 2023/24 assessments are not proposed to increase above the amount previously approved by affected property owners (as “increased assessment” is defined in Section 54954.6 of the California Government Code); and,
WHEREAS, the assessments are not based upon the assessed value of property within the Landscape Maintenance Districts, but are based upon the special benefit received from the improvements therein; and,
WHEREAS, the assessments are in compliance with all laws pertaining to assessments levied pursuant to the Act, and the assessments are in compliance with the provisions of Proposition 218.

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Attachment: Resolution No. 2023-36 Patterson LMD Ordering Levy 23-24 7-18-23 (Public Hearing & Approval of Resolutions Ordering Levy & NOW THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

1. Following notice duly given, the City Council has held a full and fair Public Hearing regarding the assessments for the City’s Landscape Maintenance Districts, Fiscal Year 2023/24, and considered all oral and written statements, protests and communications made or filed by interested persons.

2. Based upon its review (and amendments, as applicable) of the Annual Report, which has been filed with the City Clerk, the City Council hereby finds and determines that:
a. The land within the Landscape Maintenance Districts will receive special benefit from the maintenance and operation of the authorized services therein. b. The Landscape Maintenance Districts include all of the lands receiving such special benefit.
c. The net amounts to be assessed upon the lands within the Landscape Maintenance Districts are apportioned by a formula which fairly distributes the net amount among all assessable parcels in proportion to the estimated benefits to be received by each such parcel from the maintenance and operation of the authorized services therein.

3. The assessments for Fiscal Year 2023/24, as detailed within the Annual Report, are hereby confirmed as filed.

4. The adoption of this Resolution constitutes the levy of assessments for the Landscape Maintenance Districts for the Fiscal Year commencing July 1, 2023 and ending June 30, 2024.

5. The City Council hereby orders NBS to submit the assessments to the Stanislaus County Auditor’s Office for placement on the Fiscal Year 2023/24 secured property tax roll.

The foregoing resolution was passed by the City Council at a regular meeting held on the 18th day of July 2023, and the resolution was adopted by the following roll call vote:

AYES:

NOES:

EXCUSED:

APPROVED:

Michael Clauzel
Mayor of the City of Patterson
ATTEST:
_____________________________
Aracely Alegre
City Clerk of the City of Patterson

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Attachment: Resolution No. 2023-36 Patterson LMD Ordering Levy 23-24 7-18-23 (Public Hearing & Approval of Resolutions Ordering Levy & I do hereby certify that the foregoing is a full, correct, and true copy of a resolution passed by the City Council of said City of Patterson, a Municipal Corporation of the County of Stanislaus, State of California, at a regular meeting held on the 18th day of July 2023 and I further certify that said resolution is in full force and effect and has never been rescinded or modified.

DATED:

City Clerk of the City of Patterson

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Attachment: Resolution No. 2023-36 Patterson LMD Ordering Levy 23-24 7-18-23 (Public Hearing & Approval of Resolutions Ordering Levy & RESOLUTION NO. 2023-37

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PATTERSON, CALIFORNIA, ORDERING THE LEVY AND COLLECTION OF ASSESSMENTS WITHIN COUNTY SERVICE AREA NO. 15 WHEREAS, the City Council of the City of Patterson, California did, by previous Resolution, approve the Annual Engineer’s Report (hereafter referred to as the “Report”) as presented, which described the assessments against parcels of land within County Service Area No. 15 (hereinafter referred to as “CSA No. 15” or the “District”); and, for the Fiscal Year commencing July 1, 2023 and ending June 30, 2024; to pay the costs and expenses of operations and maintenance within the District; and,
WHEREAS, the Engineer selected by the City Council has prepared and filed with the City Clerk, and the City Clerk has presented to the City Council, a Report written pursuant to the terms of Government Code §25210.77(A) in connection with the proposed levy and collection upon eligible parcels of land within CSA No. 15, and the City Council did by previous Resolution approve such Report; and, WHEREAS, the City Council desires to levy and collect assessments against parcels of land within CSA No. 15 for the Fiscal Year commencing July 1, 2023 and ending June 30, 2024, to pay the costs and expenses of operations and maintenance within CSA No. 15; and,
WHEREAS, the assessment levies are not based upon the assessed value of the property within the District, but are based upon the special benefit received by the parcels within the District from the operations and maintenance; and,
WHEREAS, the assessments are in compliance with all laws pertaining to the levy of the District, and the assessments are levied without regard to property valuation, and the assessments are in compliance with the provisions of Proposition 218; and,
NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

1. Following notice duly given, the City Council has held a full and fair Public Hearing regarding its Resolution Approving the Report prepared in connection therewith; the levy and collection of assessments, and considered all oral and written statements, protests and communications made or filed by interested persons.

2. Based upon its review (and amendments, as applicable) of the Report, a copy of which has been presented to the City Council and which has been filed with the City Clerk, the City Council hereby finds and determines that:
a. The land within the District will receive special benefit by the operations and maintenance within the boundaries of the District.
b. The District includes all of the lands receiving such special benefit. c. The net amount to be assessed upon the lands within the District in accordance with the costs for the Fiscal Year commencing July 1, 2023 and ending June 30, 2024 is apportioned by a formula and method which fairly distributes the net amount among all eligible parcels in proportion to the estimated special benefit to be received by each parcel from the services.

3. The Report and assessment as presented to the City Council and on file in the office of the City Clerk are hereby confirmed as filed.

4. The City Council hereby orders the proposed operations and maintenance to be made, which are briefly described as follows: extended storm drainage to the Patterson Gateway development and maintenance of the traffic signals at the Sperry Road/Rogers Road intersection.

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Attachment: Resolution No. 2023-37 Patterson CSA Ordering Levy 23-24 7-18-23 (Public Hearing & Approval of Resolutions Ordering Levy &

5. The operations and maintenance shall be performed pursuant to Resolution No. 2005-62 adopted on June 21, 2005 authorizing the City to take over administration of CSA No. 15. The County Auditor of the County of Stanislaus shall enter on the County Assessment Roll opposite each parcel of land the amount of levy, and such levies shall be collected at the same time and in the same manner as the County taxes are collected. After collection by the County, the net amount of the levy shall be paid to the City Treasurer.

6. The City Treasurer shall deposit all money representing assessments collected by the City of Patterson for the District to the credit of a fund for CSA No. 15, and such money shall be expended only for the operations and maintenance of the District as described in item 4 above.

7. The adoption of this Resolution constitutes the levy of assessments for CSA No. 15 for the Fiscal Year commencing July 1, 2023 and ending June 30, 2024.

8. NBS is hereby authorized and directed to levy the Fiscal Year 2023/24 assessments as shown in the Report upon adoption of this Resolution.

9. A certified copy of the levy shall be filed in the office of the City Clerk and open for public inspection.

The foregoing resolution was passed by the City Council at a regular meeting held on the 18th day of July 2023, and the resolution was adopted by the following roll call vote:

AYES:

NOES:

EXCUSED:

APPROVED:

Michael Clauzel
Mayor of the City of Patterson
ATTEST:
_____________________________
Aracely Alegre
City Clerk of the City of Patterson
I do hereby certify that the foregoing is a full, correct, and true copy of a resolution passed by the City Council of said City of Patterson, a Municipal Corporation of the County of Stanislaus, State of California, at a regular meeting held on the 18th day of July 2023 and I further certify that said resolution is in full force and effect and has never been rescinded or modified.

DATED:

City Clerk of the City of Patterson

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Attachment: Resolution No. 2023-37 Patterson CSA Ordering Levy 23-24 7-18-23 (Public Hearing & Approval of Resolutions Ordering Levy & TO:

FROM:

BY:

PATTERSON PUBLIC FINANCING AUTHORITY

AGENDA REPORT
Chair Clauzel and Members of the Patterson Public Financing Authority Ken Irwin, Executive Director
Jennifer Riedeman, Finance Director
MEETING DATE: July 18, 2023
ITEM NO: 10.1
SUBJECT: Adopt Resolution No. 2023-01 of the Board of Directors of the Patterson Public Financing Authority Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds.

RECOMMENDATION
Motion to Adopt Resolution No. 2023-01 of the Board of Directors of the Patterson Public Financing Authority Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds.

SUMMARY
The Patterson Public Financing Authority (the “Authority”), 2023 Refunding Special Tax Revenue Bonds (the “2023 Bonds”) are being issued to refund two series of bonds issued in 2013, the Patterson Public Financing Authority, Revenue Bonds, Senior Series 2013A (the “2013 Senior Bonds”) issued in the amount of $67,190,000 and outstanding in the amount of $53,265,000, the Patterson Public Financing Authority, Revenue Bonds, Subordinate Series 2013B (the “2013 Subordinate Bonds”) issued in the amount of $6,465,000 and currently outstanding in the amount of $5,235,000 (collectively, with the 2013 Senior Bonds, the “2013 Bonds”) and to provide project funds in the amount of $5,000,000 to facilitate a portion of the financing for the City’s Emergency Operations Center. There are approximately $5,837,452 of total property owner savings over the life of the 2023 Bonds. The annual savings of approximately $364,341 per year can be credited back to property owners on subsequent years property tax bills resulting in average annual savings of approximately $156 per parcel per year, beginning in tax year 2024/25

ANALYSIS

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Background
The Community Facilities District (“CFD 2001-1”) was formed pursuant to a Resolution of Formation and related proceedings adopted by the Board of Directors of the West Patterson Financing Authority on December 18, 2001 (the “Local Agency”). CFD 2001-1 was formed under the Mello-Roos Community Facilities District Act of 1982 (Gov. Code § 53311 et seq, (the “CFD Act”). The Act was adopted by the State of California as a method for financing infrastructure improvements and public services associated with new development. Since its adoption, local jurisdictions throughout California have utilized the CFD Act to finance infrastructure improvements through property tax assessments that also facilitate the issuance of bonds. Since 2001, the Local Agency issued two series of notes and seven series of bonds on behalf of CFD 2001-1 to finance infrastructure improvements for CFD 2001-1.

Concurrently with the issuance of the 2013 Bonds, the Local Agency issued Special Tax Refunding Bonds, Series 2001-A-1 currently outstanding in the amount of $29,540,762, Special Tax Refunding Bonds, Series 2001-A-2 currently outstanding in the amount of $23,885,232 and Special Tax Bonds, Series 2013-B currently outstanding in the amount of $3,476,156 (collectively the “Local Obligations”). The Local Obligations refunded all the outstanding bonds issued by the Local Agency on behalf of CFD 2001-1. The Authority issued the 2013 Bonds to purchase the Local Obligations.

The 2013 Bonds were issued under the provisions of Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “1984 Marks-Roos Local Bond Pooling Act”). The property owners pay their property tax bills each year a portion of which are the CFD 2001-1 special taxes. The special taxes are collected by the County and used to pay debt service on the Local Obligations. The debt service from the Local Obligations is then used to provide cash flow to pay the debt service first to the 2013 Senior Bonds at approximately 1.10 times debt service coverage each year and secondly to the 2013 Subordinate Bonds at approximately 1.00 times debt service coverage each year.

Financing Plan
The plan is to leave the Local Obligations in place and issue the 2023 Bonds to refund the 2013 Bonds for significant savings and provide some new money for the City’s Emergency Operations Center. Here is a summary of the outstanding 2013 Bonds proposed to be refunded:

Prior Bonds To Be Refunded Original Principal Remaining Principal Interest Rate(s) Final Maturity Call Date / Premium Series 2013A $67,190,000 $53,265,000 5.25-5.75% 2039 9/1/23 @ 100% Series 2013B $6,465,000 $5,235,000 5.88% 2039 9/1/23 @ 100% Totals $73,655,000 $58,500,000
Below is a table of the refunding results based on market conditions as of June 27, 2023:

Total Taxpayer Savings Average Annual Savings (*) Net Present NPV Savings Percentage Value Savings (Refunded)
2023 Bonds $5,837,452 $364,341 $3,709,336 6.30%
Note (*): Excludes First Year Cash Flow Savings Already on the Tax Roll and includes debt

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service on the new money portion of the 2023 Bonds.

Generally, net present value savings in excess of 3.00% are considered significant. The Government Finance Officers Association, in their best practices white paper titled “Analyzing and Issuing Refunding Bonds” from February 2011, reports that “one test often used by issuers to assess the appropriateness of a refunding is the requirement specifying the achievement of a minimum net present value (NPV) savings. A common threshold is that the savings (net of all issuance costs and any cash contribution to the refunding), as a percentage of the refunded bonds exceeds 3-5%.” The City’s Debt Policy uses 3% NPV savings as a guideline.

Local Obligations provide cash flow coverage on the 2023 Bonds at approximately 1.07x each year. The annual savings of approximately $364,341 per year can be credited back to property owners on subsequent years property tax bills resulting in average annual savings of approximately $156 per parcel per year, beginning in tax year 2024/25. In addition to the property owner savings, the 2023 Bonds also provides project funds in the amount of $5,000,000 to facilitate a portion of the financing for the City’s Emergency Operations Center.

CFD 2001-1 currently includes 2,339 parcels of which 2,296 are single-family residential properties, 42 are senior housing properties and 1 single-family residential parcel remains undeveloped. Since CFD 2001-1 is mostly developed, save for the 1 undeveloped parcel, the assessed value of the property in CFD 2001-1 is $806,292,194 which means the value-to-lien is about 11.4 times greater than the Local Obligations outstanding and the debt service coverage of

1.07x each year from the Local Obligations creates a well-diversified and strong credit. The 2023 Bonds received an “A” rating with a Stable Outlook from Standard & Poor’s Global Ratings. The financing team has applied for bond insurance on the 2023 Bonds and a surety policy for the reserve fund from the two bond insurers, Assured Guaranty and Build America Mutual. The advantage of bond insurance is it will raise the rating to AA allowing for lower interest rates on the 2023 Bonds and the advantage of a surety policy for the reserve fund is that it does not require proceeds of the 2023 Bonds to fund a reserve fund in cash (equal to approximately one year of debt service). The surety policy for the reserve fund increases the cash flow savings significantly. The team will only recommend the purchase of the bond insurance should the benefits of the lower interest rates outweigh the purchase price of the insurance.

Below is a table of the estimated costs of issuance:

Role Company Total
Bond Counsel Jones Hall $146,975.00
Disclosure Counsel Jones Hall $45,000.00
City Administration Fee City of Patterson $15,000.00
Municipal Advisor Del Rio Advisors, LLC $72,500.00
Municipal Advisor Expenses (NTE) Del Rio Advisors, LLC $750.00 Special Tax Consultant Goodwin Consulting Group $60,000.00 Overlapping Debt Statement Goodwin Consulting Group $650.00 Rating Fee S&P Global Ratings $42,000.00
Trustee Fee (Acceptance) U.S. Bank National Association $2,000.00 Trustee Fee (Annual Fee) U.S. Bank National Association $2,500.00 Trustee Legal Counsel Dorsey & Whitney $3,000.00
Fiscal Agent Fee U.S. Bank National Association $1,000.00

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Escrow Agent U.S. Bank National Association $1,000.00
Escrow Verification Agent Robert Thomas CPA $1,750.00
Printing of Official Statement TBD $5,000.00
Contingency / Miscellaneous Misc. $875.00
Total Estimated Costs $400,000.00
The attached Resolution authorizes the issuance of special tax bonds in an aggregate principal amount not to exceed $65,000,000. This figure represents the maximum amount authorized by the Board for this bond issuance.

The Bonds are expected to be issued in the amount of $58,895,000 with interest rates at 5.00% with yields ranging from 3.26 to 3.85%. The “all-in” true interest cost of the Bonds is currently estimated to be 3.845% reflecting all the costs associated with issuing the 2023 Bonds.

Currently it is estimated that the costs of issuance will be $400,000 and the underwriter will charge an underwriter’s discount in the amount of $294,475 or 0.50% of the estimated par amount of $58,895,000. The underwriter’s discount is based on the percentage of the amount issued and may vary higher or lower depending on the final size of the issuance. The 2013 Bonds have a final maturity of September 1, 2039 and the 2023 Bonds will have the same final maturity of September 1, 2039, so there is no extension of the term.

Financing Team
Administration: City Staff
Bond and Disclosure Counsel: Jones Hall
Municipal Advisor: Del Rio Advisors, LLC
Underwriter: Hilltop Securities, Inc.

Trustee Fiscal Agent / Escrow Bank: U.S. Bank Trust Company, National Association Special Tax Consultant: Goodwin Consulting Group
Documents for Review
The following documents are attached to this Agenda Report for review by the Board:

Trust Indenture (Attachment 2): An agreement between the Authority acting on behalf and U.S.

Bank Trust Company, National Association as Trustee. This document, governs all the terms and conditions of the 2023 Bonds including, but not limited to:
· Establishment of funds
· The flow of funds
· Redemption provisions
· Foreclosure provisions
· Roles and responsibilities of the Trustee
· Issuance of parity obligations
· Substitution of another Trustee
Amendment to Fiscal Agent Agreement (Attachment 3): This makes certain changes to the Fiscal Agent Agreement for the Local Obligations entered into by the Local Agency in 2013.

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The amendment facilitates the agreement now supporting the 2023 Bonds, and primarily sets forth the closing of the Reserve Fund and a Delinquency Maintenance Fund, which are no longer needed. A Reserve Fund for the 2023 Bonds will now be established in the Trust Indenture. The amendment additionally sets forth that references to the 2013 Senior Bonds and 2013 Subordinate Bonds will now be deemed references to the 2023 Bonds which will be secured by the continuing payments on the Local Obligations.

Escrow Agreement (Attachment 4): An agreement between the Authority and U.S. Bank Trust Company, National Association as Escrow Bank. This document governs the establishment of the Escrow Fund for the 2023 Bonds with payment of the principal and interest of the 2023 Bonds up to and including the call date of September 1, 2023, and to call the remaining 2023 Bonds on that date without premium. The escrow is to be funded with non-callable U.S.

Treasury securities.

Preliminary Official Statement (Attachment 5): Disclosure Counsel prepares a preliminary Official Statement with input from the Financing Team. Following Authority authorization, the preliminary Official Statement will be distributed by the Underwriter and used as the primary marketing document to prospective 2023 Bonds. The agenda item includes a draft of the preliminary Official Statement that the Financing Team considers to be substantially final.

A final Official Statement will be made available shortly after the 2023 Bonds are sold; it will be similar to the preliminary Official Statement except that it will reflect the final bond sale information. A table of contents of the preliminary Official Statement identifies critical topics such as the plan of finance, security for the bonds, information on the Authority, information on CFD 2001-1, excerpted legal documents, the continuing disclosure requirements, and the form of opinion of Bond Counsel.

The distribution of the preliminary Official Statement and the final Official Statement is subject to federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. These laws require that the Official Statement include all facts that would be material to an investor purchasing the 2023 Bonds. Material information exists where there is a substantial likelihood that the information would have actual significance in the deliberations of the reasonable investor when deciding whether to buy or sell securities. The Securities and Exchange Commission (SEC), the agency with regulatory authority over compliance with the federal securities laws, has indicated that if a member of a legislative body, like the Board, has knowledge of any material facts or circumstances that an investor would want to know prior to investing in securities, similar to the 2023 Bonds, whether relating to their repayment, taxexempt status, undisclosed conflicts of interest with interested parties, or otherwise, he or she should endeavor to discover whether such facts are adequately disclosed in the preliminary Official Statement. The steps that a member of the Board could take to fulfill this obligation include becoming familiar with the preliminary Official Statement and questioning staff and other members of the Financing Team about the disclosure of such facts.

Continuing Disclosure Agreement (Included with Attachment 5): SEC Rule 15c2-12 requires the underwriter of an issue of municipal securities to obtain a commitment by the issuer of the securities to provide certain ongoing information. The Continuing Disclosure Agreement -- which is attached as an appendix to the preliminary Official Statement -- requires the Authority,

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as the obligated party with respect to the 2023 Bonds, to provide two types of ongoing disclosure - an annual report each year, and timely notices of certain types of events that are likely to be material to bond investors, if and when any occur.

Bond Purchase Agreement (Attachment 6): Under the Bond Purchase Agreement between the Authority and Hilltop Securities, Inc., as Underwriter, Hilltop Securities, Inc. will agree to purchase the 2023 Bonds contingent upon the Authority satisfying the obligations imposed within the agreement. The Underwriter agrees to make a bona fide public offering of the 2023 Bonds as authorized by the Authority Board of Directors.

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Financing Schedule
Should the Board approve the attached Resolution, the Financing Team expects to sell the 2023 Bonds and close the transaction on the following schedule:

Date Action
July 18th Board Approval of Financing and Related Documents Week of July 24th Due Diligence Call Preliminary Official Statement Printed and Posted
Monday July 31st Pre-Pricing
Tuesday August 1st Pricing
Week of August 7th Print and Post Final Official Statement Final Documents Executed
Wednesday August
16th
Closing and Transfer of Funds
RECOMMENDATION:

Staff recommends that the Board adopt a Resolution of the Board of Directors of the Patterson Public Financing Authority Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds.

ALTERNATIVE ACTIONS
(1) Although the Board is under no express obligation to adopt the attached Resolution, issuance of the 2023 Bonds as planned will provide significant savings to the property owners and facilitate the City’s ability to finance a portion of the City’s Emergency Operations Center. This is the staff recommended action. (2) Should the Board wish to not fund the $5MM from the 2023 Bonds, the Board could simply choose to forego those dollars or reduce those dollars and increase the savings to be credited back to property owners in subsequent years. (3) The Board could simply choose not to move forward on the issuance of the 2023 Bonds.

ATTACHMENTS

1. Resolution 2023-01 of the Board of Directors of the Patterson Public Financing Authority Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds

2. Trust Indenture

3. Amendment to Fiscal Agent Agreement

4. Escrow Agreement

5. Preliminary Official Statement

6. Bond Purchase Agreement

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Good Faith Estimates
California Government Code Section 5852.1 requires that the Authority disclose specified information obtained as good faith estimates from an underwriter or municipal advisor prior to authorization of the issuance of the 2023 Bonds. The Authority has received such information from the Underwriter which is set forth below:
(1) Name of Underwriter: Hilltop Securities
(2) City Council Meeting Date: July 18, 2023
(3) Name of Bond Issue: Patterson Public Financing Authority, Special Tax Revenue Refunding Bonds, Series 2023 (the “2023 Bonds”)
(4) The Underwriter has provided to the City the following required good faith estimates relating to the 2023 Bonds:
a) The true interest cost of the 2023 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 new issue of bonds: 3.628908%. b) The finance charge of the 2023 Bonds, which means the sum of all fees and charges paid to third parties: $1,291,443.45 which includes the underwriter’s discount in the estimated amount of $294,475, costs of issuance in the estimated amount of $400,000.00, bond insurance premium in the estimated amount of $427,639.74 and a surety bond premium in the estimated amount of $163,485.00. c) The amount of proceeds received by the public body for sale of the 2023 Bonds less the finance charge of the 2023 Bonds described in subparagraph (B) and less any reserves or capitalized interest paid or funded with proceeds of the 2023 Bonds:
$65,137,496.88 which includes the estimated purchase price of SLGs for the escrow in the amount of $60,137,496.88 and an estimated project fund deposit of $5,000,000.00.
d) The total payment amount, which means the sum total of all payments the public body will make to pay debt service on the 2023 Bonds (which total payment amount is calculated to the final maturity of the 2023 Bonds): $85,527,947.91.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the 2023 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 variety of factors. The actual interest rates borne by the 2023 Bonds and the actual amortization of the 2023

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Bonds will depend 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 Authority.

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PATTERSON PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 2023-01

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PATTERSON PUBLIC

FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND SALE OF

REFUNDING SPECIAL TAX REVENUE BONDS
WHEREAS, the Governing Board of the West Patterson Financing Authority (the “WPFA”) has heretofore undertaken proceedings and declared the necessity to issue bonds captioned “Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2,” and “Special Tax Bonds, Series 2013-B” (collectively, the “Special Tax Bonds”) (the “WPFA Special Tax Bonds”) on behalf of its Community Facilities District No. 2001-1 (Public Improvements) (the “District”) under the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter

2.5, Part 1, Division 2, Title 5 of the California Government Code; and WHEREAS, in order to purchase the WPFA Special Tax Bonds, on August 14, 2013, the Authority issued its revenue bonds captioned $67,190,000 “Patterson Public Financing Authority 2013 Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and $6,465,000 “Patterson Public Financing Authority Revenue Bonds Subordinate Series 2013B (Community Facilities District No. 2001-1) (the “Prior Bonds”); and WHEREAS, the Prior Bonds are secured by the WPFA Special Tax Bonds, which are presently owned by the Patterson Public Financing Authority (the “Authority”); and WHEREAS, the Prior Bonds are subject to optional redemption on any date on or after September 1, 2023, at a redemption price equal to the principal amount of the Prior Bonds to be redeemed, together with accrued interest to the date of redemption, without premium.

WHEREAS, in order to refund and defease the Prior Bonds and thereby provide interest cost savings, and to provide funding for additional municipal capital improvements within the City of Patterson, the Authority has determined to issue its bonds captioned “Patterson Public Financing Authority Public Financing Authority 2023 Refunding Special Tax Revenue Bonds” (the “Bonds”), under the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code, and an Indenture of Trust (the “Indenture”) to be entered into between the Authority and U.S. Bank Trust Company, National Association, as trustee; and
WHEREAS, the Authority will deposit a portion of the net proceeds of the sale of the Bonds into an escrow fund established under an Escrow Deposit and Trust Agreement (the “Escrow Agreement”) to be entered into between the Authority and U.S. Bank Trust Company, National Association, as escrow agent, in order to defease and redeem the Prior Bonds; and WHEREAS, the Authority proposes to sell the Bonds to Hilltop Securities Inc., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the Authority and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Board, with the aid of Authority staff, has reviewed the Bond Purchase Agreement and the Preliminary Official Statement and found them to be in proper order, and now desires to approve said documents; and

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Attachment: PPFA_Resolution_No._2023-01_Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds)

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WHEREAS, in accordance with Government Code Section 5852.1, the Authority has obtained and disclosed the information set forth in Exhibit B hereto; NOW, THEREFORE, be it resolved by the Board of Directors of the Patterson Public Financing Authority as follows:

SECTION 1. Recitals. Each of the above recitals is true and correct and is adopted by the Board of Directors of the Authority.

SECTION 2. Issuance of Bonds; Indenture of Trust. The Board of Directors hereby authorizes the issuance of the Bonds in a principal amount not to exceed $65,000,000. The Bonds shall be issued under the Indenture, which is hereby approved in the form on file with the Secretary of the Authority and presented at this meeting. Each of the Executive Director, Treasurer and the Secretary of the Authority (each an “Authorized Officer”) are authorized to execute the Indenture in the form hereby approved, with such additions thereto and changes therein as any Authorized Officer deems necessary upon consultation with Bond Counsel, which may include provisions for bond insurance and/or a reserve fund surety, approval of all of which shall be conclusively evidenced by the execution and delivery of the Indenture by an Authorized Officer. In connection therewith, each Authorized Officer is authorized to execute an Amendment to Fiscal Agent Agreement in the form hereby approved, with such additions thereto and changes therein as any Authorized Officer deems necessary upon consultation with Bond Counsel, which may include provisions for bond insurance and/or a reserve fund surety, approval of all of which shall be conclusively evidenced by the execution and delivery of the Indenture by an Authorized Officer.

SECTION 3. Execution of Bonds. The Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the Chair of the Board of Directors, Executive Director of the Authority, Treasurer of the Authority or a designee appointed by the Executive Director, and may be attested with the manual or facsimile signature of the Secretary.

SECTION 4. Covenants. The covenants set forth in the Indenture to be executed in accordance with Section 2 above are hereby approved, shall be deemed to be covenants of the Authority, and shall be complied with by the Authority and its officers. The Indenture shall constitute a contract between the Authority and the owners of the Bonds.

SECTION 5. Approval of Official Statement and Continuing Disclosure Undertaking.

The Board hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the Secretary. Distribution of the Preliminary Official Statement by the Authority and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed, on behalf of the Authority, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the

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Attachment: PPFA_Resolution_No._2023-01_Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds)

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Authority, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter the Continuing Disclosure Undertaking in substantially the form on file with the Authority Secretary, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

SECTION 6. Approval of Bond Purchase Agreement. The Board hereby approves the Bond Purchase Agreement in substantially the form on file with the Authority Secretary; provided, that the aggregate principal amount of Bonds shall not exceed $65,000,000 or result in an Underwriter’s discount in excess of 0.50% of the par amount of the Bonds, or a true interest cost in excess of 5.00%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the Authority Secretary, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The Board hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.

SECTION 7. Escrow Agreement. The form of the Escrow Agreement presented at this meeting is hereby approved and any Authorized Officer is hereby authorized to execute the Escrow Agreement, with such additions thereto and changes therein as any Authorized Officer deems necessary and advisable, upon consultation with Bond Counsel, approval of which shall be conclusively evidenced by the execution and delivery of the Indenture by an Authorized Officer.

SECTION 8. Appointment of Professionals. The appointment of the following professionals is hereby confirmed: Jones Hall, A Professional Law Corporation as bond counsel; Del Rio Advisors, as municipal advisor; Hilltop Securities, Inc., as underwriter; and U.S.

Bank Trust Company, National Association, as trustee.

SECTION 9. Other Actions. The Chair of the Board of Directors, Executive Director of the Authority, Treasurer of the Authority and the other officers and staff of the Authority or the City of Patterson responsible for the fiscal affairs of the Authority are hereby authorized and directed to take any actions and execute and deliver any and all documents, as are necessary to accomplish the issuance, sale and delivery of the Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the Bonds as described in the Indenture, including without limitation consenting to amendments of the fiscal agent agreement relating to the WPFA Bonds, and any documents necessary in connection with the refunding and defeasance of the Prior Bonds. Any actions previously taken by an Authorized Officer in connection with the issuance of the Bonds is hereby ratified and confirmed. If the Chair is unavailable to sign any document authorized for execution herein, any other member of the Board of Directors or the Secretary, or his designee, may sign such document. Any document authorized herein to be signed by the Secretary of the Authority may be signed by a duly appointed deputy secretary.

SECTION 10. Effective Date. This resolution shall take effect from and after the date of its passage and adoption.
* * * * * * * * * * *

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Attachment: PPFA_Resolution_No._2023-01_Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds)

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The foregoing Resolution was adopted by the Board of Directors of the Patterson Public Financing Authority on the 18th day of July, 2023, by the following roll call vote:

AYES:

NOES:

EXCUSED:

APPROVED:
________________________________
Michael Clauzel, Chair
ATTEST:
_________________________
Aracely Alegre, Secretary
I hereby certify that the foregoing is a full, correct and true copy of a Corporation of the County of a resolution passed by the Patterson Public Financing Authority Board of Directors, a joint exercise of powers authority located within the County of Stanislaus, State of California, at a meeting held on the 18th day of July 2023, and I further certify that said resolution is in full force and effect and has never been rescinded or modified DATED:
_________________________________________
Secretary of the Patterson Public Financing
Authority Board of Directors of the City of Patterson

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Attachment: PPFA_Resolution_No._2023-01_Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) Jones Hall Draft June 26, 2023

INDENTURE OF TRUST
By and Between

PATTERSON PUBLIC FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of _________ 1, 2023
$_________________
City of Patterson
Public Financing Authority
2023 Refunding Special Tax Revenue Bonds

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) i

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS;

EQUAL SECURITY
Section 1.1. Definitions..........................................................................................................................3 Section 1.2. Rules of Construction......................................................................................................11 Section 1.3. Authorization and Purpose of Bonds...............................................................................11 Section 1.4. Equal Security .................................................................................................................11

ARTICLE II

ISSUANCE OF BONDS
Section 2.1. Terms of Bonds ...............................................................................................................12 Section 2.2. Redemption of Bonds......................................................................................................13 Section 2.3. Form of Bonds.................................................................................................................15 Section 2.4. Execution of Bonds .........................................................................................................15 Section 2.5. Transfer of Bonds............................................................................................................15 Section 2.6. Exchange of Bonds .........................................................................................................16 Section 2.7. Temporary Bonds............................................................................................................16 Section 2.8. Bond Register..................................................................................................................16 Section 2.9. Bonds Mutilated, Lost, Destroyed or Stolen....................................................................16 Section 2.10. Book-Entry System........................................................................................................17 Section 2.11. Validity of Bonds............................................................................................................18

ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS
Section 3.1. Issuance of Bonds...........................................................................................................19 Section 3.2. Application of Proceeds of Sale of Bonds and Funds Received from the City................19 Section 3.3. Revenue Fund.................................................................................................................19 Section 3.4. Costs of Issuance Fund...................................................................................................19 Section 3.5. Improvement Fund ..........................................................................................................20 Section 3.6. Reserve Fund..................................................................................................................21 Section 3.7. Rebate Fund....................................................................................................................21 Section 3.8. Surplus Fund ...................................................................................................................21

ARTICLE IV
REVENUES; FLOW OF FUNDS
Section 4.1. Pledge of Revenues; Assignment of Rights ....................................................................22 Section 4.2. Receipt, Deposit and Application of Revenues; Revenue Fund......................................22 Section 4.3. Improvement Fund ..........................................................................................................24 Section 4.4. Surplus Fund...................................................................................................................24 Section 4.5. Investments .....................................................................................................................24 Section 4.6. Valuation and Disposition of Investments .......................................................................25

ARTICLE V

COVENANTS OF THE AUTHORITY
Section 5.1. Punctual Payment ...........................................................................................................25 Section 5.2. Extension of Payment of Bonds ......................................................................................25 Section 5.3. Against Encumbrances ...................................................................................................25 Section 5.4. Power to Issue Bonds and Make Pledge and Assignment..............................................26 Section 5.5. Accounting Records and Financial Statements...............................................................26 Section 5.6. No Additional Bonds Except Refunding ..........................................................................26 Section 5.7. Tax Covenants ................................................................................................................26 Section 5.8. CFD Bonds......................................................................................................................27 Section 5.9. Rebate Fund....................................................................................................................28 Section 5.10. Sale of CFD Bonds........................................................................................................28 Section 5.11. Further Assurances .......................................................................................................29

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) ii
Section 5.12. Continuing Disclosure ...................................................................................................29 Section 5.13. Compliance with Reporting Requirements Applicable to Bonds ...................................29 Section 5.14. Maintenance of Existence .............................................................................................29

ARTICLE VI
THE TRUSTEE; PROVISIONS RELATING TO BOND

INSURANCE
Section 6.1. Appointment of Trustee...................................................................................................30 Section 6.2. Acceptance of Trusts.......................................................................................................30 Section 6.3. Fees, Charges and Expenses of Trustee........................................................................33 Section 6.4. Notice to Bond Owners of Default...................................................................................34 Section 6.5. Intervention by Trustee....................................................................................................34 Section 6.6. Removal of Trustee.........................................................................................................34 Section 6.7. Resignation by Trustee ...................................................................................................34 Section 6.8. Appointment of Successor Trustee .................................................................................34 Section 6.9. Merger or Consolidation..................................................................................................35 Section 6.10. Concerning any Successor Trustee ..............................................................................35 Section 6.11. Appointment of Co-Trustee ...........................................................................................35 Section 6.12. Indemnification; Limited Liability of Trustee ..................................................................36

ARTICLE VII

MODIFICATION AND AMENDMENT OF THE INDENTURE
Section 7.1. Amendment Hereof .........................................................................................................37 Section 7.2. Effect of Supplemental Indenture....................................................................................38 Section 7.3. Endorsement or Replacement of Bonds After Amendment ............................................38 Section 7.4. Amendment by Mutual Consent......................................................................................38

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES
Section 8.1. Events of Default .............................................................................................................39 Section 8.2. Remedies; Rights of Bond Owners .................................................................................39 Section 8.3. Application of Revenues and Other Funds After Event of Default ..................................40 Section 8.4. Power of Trustee to Control Proceedings .......................................................................40 Section 8.5. Appointment of Receivers ...............................................................................................41 Section 8.6. Non Waiver......................................................................................................................41 Section 8.7. Rights and Remedies of Bond Owners ...........................................................................41 Section 8.7. Rights and Remedies of Bond Owners ...........................................................................42

ARTICLE IX

MISCELLANEOUS
Section 9.1. Limited Liability of Authority.............................................................................................43 Section 9.2. Benefits of Indenture Limited to Parties ..........................................................................43 Section 9.3. Discharge of Indenture....................................................................................................43 Section 9.4. Successor is Deemed Included in All References to Predecessor .................................44 Section 9.5. Content of Certificates.....................................................................................................45 Section 9.6. Execution of Documents by Bond Owners......................................................................45 Section 9.7. Disqualified Bonds...........................................................................................................45 Section 9.8. Waiver of Personal Liability .............................................................................................46 Section 9.9. Partial Invalidity ...............................................................................................................46 Section 9.10. Destruction of Cancelled Bonds ....................................................................................46 Section 9.11. Funds and Accounts......................................................................................................46 Section 9.12. Notices ..........................................................................................................................47 Section 9.13. Unclaimed Moneys........................................................................................................47 Section 9.14. Payment Due on Other than a Business Day................................................................47 Section 9.15. Third-Party Beneficiary..................................................................................................48 Exhibit A Form of Bond

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 1 INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this "Indenture"), dated as of ____________ 1, 2023, is by and between the PATTERSON PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority") and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Trustee").

WITNESSETH:

WHEREAS, in 2013 the Authority issued its special tax revenue bonds captioned (i) “$67,190,000 Patterson Public Financing Authority Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and (ii) “$6,465,000 Patterson Public Financing Authority Revenue Bonds, Subordinate Series 2013B (Community Facilities District No. 2001-1) (together, the “2013 Bonds”), pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, and pursuant to an Indenture of Trust dated as of August 1, 2013 (the “2013 Indenture”), by and between the Authority and The Bank of New York Trust Company, N.A., as trustee, which trustee has been succeeded by U.S. Bank Trust Company, National Association; and
WHEREAS, the 2013 Bonds are secured by a pledge of and lien on the Revenues (as such term is defined in the 2013 Indenture) consisting primarily of amounts received from the ownership by the Authority of special tax bonds of the West Patterson Financing Authority (the “WPFA”) captioned “West Patterson Financing Authority Community Facilities District No. 2001- 1 (Public Improvements) Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2,” and “West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) Special Tax Bonds, Series 2013-B” (the “CFD Bonds”); and WHEREAS, the 2013 Bonds maturing on or after September 1, 2024 are subject to optional redemption by the Authority on any Interest Payment Date on or after September 1, 2023, as a whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the redemption date, without premium; and WHEREAS, in order to provide funds to refinance the 2013 Bonds and thereby realize interest cost savings and to finance capital improvements for the City, the Board of Directors of the Authority has determined to authorize the issuance and sale of its 2023 Refunding Special Tax Revenue Bonds (the "Bonds"), which shall be secured by a pledge of and lien on the revenues and other amounts described in this Indenture; and WHEREAS, the Bonds are authorized to be issued under the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the "Refunding Bond Law"); and WHEREAS, the Authority hereby certifies that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Authority, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture have been in all respects duly authorized.

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 2 NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and Outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows:

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 3 ARTICLE I
DEFINITIONS; AUTHORIZATION AND PURPOSE OF BONDS; EQUAL SECURITY Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall for all purposes of this Indenture and of any Supplemental Indenture and of the Bonds and of any certificate, opinion, request or other documents herein mentioned have the meanings herein specified.
"Annual Debt Service" means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds in such Bond Year, and (b) the principal amount of the Outstanding Bonds scheduled to be paid in such Bond Year.
"Authority" means the Patterson Public Financing Authority, a joint powers authority established under Sections 6500 et seq. of the California Government Code and a Joint Exercise of Powers Agreement dated as of September 25, 1990, by and between the City of Patterson and the Redevelopment Agency of the City of Patterson (now succeeded by the Successor Agency to the Redevelopment Agency of the City of Patterson). "Authority Administrative Expenses" means the fees and expenses of the Trustee, including legal fees and expenses (including fees and expenses of outside counsel and the allocated costs of internal attorneys) and the out of pocket expenses incurred by the Trustee, the City and the Authority in carrying out their duties hereunder including payment of amounts payable to the United States pursuant to Sections 5.7 and 5.9 and amounts necessary to maintain any credit enhancement related to the Bonds.
"Authorized Representative" means (i) with respect to the Authority, the Chairman, Executive Director, Secretary or Treasurer of the Authority or any other Person authorized by the Authority to perform an act or sign a document on behalf of the Authority for purposes of this Indenture and (ii) with respect to the City, its City Manager, Finance Director, Treasurer, City Attorney or City Clerk, or any other Person authorized by the City to perform an act or sign a document on behalf of the City for purposes of this Indenture. “Average Annual Debt Service” means the average Bond Year Annual Debt Service over all Bond Years during which the Bonds are scheduled to remain Outstanding. "Beneficial Owners" means the actual purchasers of the Bonds whose ownership interests are recorded on the books of the DTC Participants. "Bond Counsel" means Jones Hall, A Professional Law Corporation, and its successors; or any other attorney at law or firm of attorneys selected by the Authority, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America.
[["Bond Insurance Policy" means the insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Insured Bonds when due.]]
[["Bond Insurer" means, with respect to the Bonds_______________, its successors and assigns, as issuer of the Bond Insurance Policy.

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 4 "Bond Register" means the registration books for the Bonds maintained by the Trustee in accordance with Section 2.8.
"Bonds" means the $______________ Patterson Public Financing Authority 2023 Refunding Special Tax Revenue Bonds issued hereunder.
"Bond Year" means each twelve-month period extending from September 2 in one calendar year to September 1 of the succeeding calendar year, except in the case of the initial Bond Year which shall be the period from the Closing Date to September 1, 2023, both dates inclusive.
"Business Day" means a day which is not a Saturday or Sunday or a day of the year on which the New York Stock Exchange or banks in New York, New York or San Francisco, California, or where the Trust Office is located, are not required or authorized to remain closed. "Certificate of the Authority" means a certificate in writing signed by an Authorized Representative of the Authority.
"CFD,” “District” or "Community Facilities District" means the West Patterson Financing Authority Community Facilities District No. 2001-1.
"CFD Act" means the Mello-Roos Community Facilities Act of 1982, constituting Chapter

2.5 (commencing with Section 53311), Article 1 of Division 2 of Title 5 of the Government Code of that State of California, as amended from time to time. "CFD Bonds" means the “West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2,” and the “West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) Special Tax Bonds, Series 2013-B” owned by the Authority. "CFD Bonds Fiscal Agent" means U.S. Bank Trust Company, National Association, or any successor trustee under the CFD Bonds Fiscal Agent Agreement. "CFD Bonds Fiscal Agent Agreement" means the Fiscal Agent Agreement dated as of August 1, 2013 by and between the West Patterson Financing Authority and U.S. Bank Trust Company, as successor fiscal agent to The Bank of New York Mellon Trust Company, N.A. "City" means the City of Patterson, a municipal corporation duly established and existing under the Constitution and laws of the State of California. "Closing Date" means the date upon which there is an initial physical delivery of Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser, for the Bonds being ___________, 2023.
"Code" means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated, and applicable official guidance published, under the Code.

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 5 “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of ____________ 1, 2023, entered into by the City for and on behalf of itself and the Authority in connection with the issuance by the Authority of the Bonds. "Costs of Issuance" means the costs and expenses incurred in connection with the issuance and sale of the Bonds, including the acceptance and initial annual fees and expenses (including legal fees and expenses) of the Trustee, legal fees and expenses, costs of printing the Bonds and the preliminary and final Official Statements, Bond Insurance Policy premium, fees of financial consultants, and other fees and expenses set forth in a Request of the Authority.
"Costs of Issuance Fund" means the fund by that name established in Section 3.4. "Dated Date" means the Closing Date.
"DTC" means The Depository Trust Company, New York, New York, and its successors and assigns.
"DTC Participants" means securities brokers and dealers, banks, trust companies, clearing corporations and other organizations maintaining accounts with DTC. "Escrow Agreement" means the Escrow Agreement dated as of ____________ 1, 2023 by and between the Authority and the Escrow Bank.
"Escrow Bank" means U.S. Bank Trust Company, National Association. "Event of Default" means any of the events described in Section 8.1. "Fair Market Value" means, with respect to any investment, the price at which a willing buyer would purchase such investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as described above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment.
"Federal Securities" means any of the following:
(a) Cash (insured at all times by the Federal Deposit Insurance Corporation).

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 6 (b) Obligations of, or obligations guaranteed as to principal and interest by, the U.S. or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. including:
• U.S. treasury obligations
• All direct or fully guaranteed obligations
• Farmers Home Administration
• General Services Administration
• Guaranteed Title XI financing
• Government National Mortgage Association (GNMA)
• State and Local Government Series
"Fiscal Year" means any twelve month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve month period selected and designated by the Authority as its official fiscal year period. "Indenture" means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture provided for herein.
"Independent Accountant" means any accountant or firm of such accountants appointed and paid by the Authority, and who, or each of whom –
(a) is in fact independent and not under domination of the Authority or the City;
(b) does not have any substantial interest, direct or indirect, in the Authority or the City; and
(c) is not an officer or employee of the Authority, or the City, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.
"Independent Financial Consultant" means any financial consultant or firm of such consultants appointed and paid by the Authority, and who, or each of whom – (a) is in fact independent and not under domination of the Authority or the City;
(b) does not have any substantial interest, direct or indirect, in the Authority or the City; and
(c) is not an officer or employee of the Authority or the City, but who may be regularly retained to make annual or other audits of the books of or reports to the Authority or the City.
"Information Services" means "EMMA" or the "Electronic Municipal Market Access" system of the Municipal Securities Rulemaking Board; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other services providing

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 7 information with respect to called bonds as the City may designate in an Officer's Certificate delivered to the Trustee.
[["Insured Bonds" means the Bonds maturing September 1 of the years ______ through _______, inclusive.]
"Interest Account" means the account by that name established and held by the Trustee pursuant to Section 4.2(a).
"Interest Payment Date" means March 1 and September 1 in each year, beginning March 1, 2024, and continuing thereafter so long as any Bonds remain Outstanding. “Maximum Annual Debt Service” means the greatest Annual Debt Service payable on the Bonds in any Bond Year during the period commencing with the Bond Year in which the determination is being made and terminating with the last Bond Year in which payments are due.
"Original Purchaser" means the first purchaser of a Series of Bonds and, with respect to the Bonds, Hilltop Securities, Inc.
"Outstanding", when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.7) all Bonds theretofore executed and issued by the Authority and authenticated and delivered by the Trustee under this Indenture except – (a) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation pursuant to Section 2.9;
(b) Bonds paid or deemed to have been paid within the meaning of Section

9.3 or Bonds called for redemption for which funds have been provided as described in Section 2.2(g); and
(c) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered pursuant to this Indenture or any Supplemental Indenture.
"Owner" or "Bond Owner", when used with respect to any Bond, means the person in whose name the ownership of such Bond shall be registered on the Bond Register. "Permitted Investments" 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 (provided that the Trustee shall be entitled to rely upon any certificate of the Authority as conclusive certification to the Trustee that the investments described therein are legal investments under the laws of the State of California), but only to the extent that the same are acquired at Fair Market Value:
(a) Federal Securities;
(b) any of the following direct or indirect obligations of the following agencies of the United States of America: (i) direct obligations of the ExportImport Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 8 Administration; (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America;
(c) 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 (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated in the highest short-term rating category by any rating agency or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation; (d) commercial paper rated at the time of purchase in the highest shortterm rating category by any rating agency , issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein; (e) bankers acceptances, consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by any rating agency or whose long-term obligations are rated A or better by each such rating agency, which mature not more than 270 days following the date of investment therein; (f) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Code and which are either (a) rated A or better by any rating agency or (b) fully secured as to the payment of principal and interest by Federal Securities;
(g) obligations issued by any corporation organized and operating within the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any rating agency;
(h) money market funds (including money market funds for which the Trustee, its affiliates or subsidiaries receive and retain a fee for services provided to the fund whether as a custodian, transfer agent, investment advisor or otherwise) which invest in Federal Securities or which are rated in the highest rating category by any rating agency;
(i) any investment agreement, repurchase agreement or other investment instrument acceptable to the Bond Insurer which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated at the time of delivery of the investment agreement, repurchase agreement or other investment instrument A or better by any rating agency;
(j) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 9 that invests exclusively in investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended (California Asset Management Program); and
(k) the Local Agency Investment Fund of the State, created pursuant to Section 16429.1 of the California Government Code.
"Principal Account" means the account by that name established and held by the Trustee pursuant to Section 4.2(a).
“Qualified Reserve Fund Credit Instrument” means the Reserve Policy or any other irrevocable standby or direct-pay letter of credit, insurance policy, or surety bond issued by a commercial bank or insurance company and deposited with the Trustee, provided that all of the following requirements are met at the time of acceptance thereof by the Trustee: (i) at the time of issuance of the letter of credit, insurance policy or surety bond is rated in the top two categories (without regard to modifiers) by either S&P or Moody’s; (ii) such letter of credit, insurance policy or surety bond has a term of at least 12 months; (iii) such letter of credit, insurance policy or surety bond has a stated amount at least equal to the Reserve Requirement or, if such letter of credit, insurance policy or surety bond is being provided with respect to only a portion of the Reserve Requirement, such letter of credit, insurance policy or surety bond has a stated amount at least equal to that portion of the Reserve Requirement with respect to which funds are proposed to be released; and (iv) the Trustee is authorized pursuant to the terms of such letter of credit, insurance policy or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required thereby.
"Rating Agency" or "Rating Agencies" means, as of any date, (i) Moody’s, if Moody’s then maintains a rating on the Bonds, and (ii) Standard & Poors (“S&P”), if S&P then maintains a rating on the Bonds.
"Rebate Fund" means the fund by that name established pursuant to Section 5.8. "Record Date" means, with respect to any Interest Payment Date, the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs, whether or not such day is a Business Day.
"Redemption Fund" means the fund by that name established with respect to any CFD Bond.
"Refunding Bond Law" means Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code. "Request of the Authority" means a written request executed by an Authorized Representative of the Authority.
"Request of the City" means a written certificate or request executed by an Authorized Representative of the City.
"Representation Letter" means the representation letter dated as of the Closing Date for a Series among the Authority, the Trustee and DTC.

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 10 Reserve Policy” means the _______________.

Reserve Fund” means the fund by that name established pursuant to Section 3.6. “Reserve Requirement” means, as of any date of calculation, an amount equal to the lesser of (i) Maximum Annual Debt Service on the Bonds, (ii) 125% of Average Annual Debt Service on the Bonds, or (iii) 10% of the amount (within the meaning of Section 148 of the Code) of Bonds; provided, that the Authority may meet all or a portion of the Reserve Requirement at any time by depositing a Qualified Reserve Fund Credit Instrument in the Reserve Fund in accordance with Section 3.6.
"Responsible Officer" means any officer of the Trustee assigned to administer the Trustee’s duties under this Indenture.
"Revenue Fund" means the fund by that name established and held by the Trustee pursuant to Sections 3.3 and 4.2.
"Revenues" means: (a) all amounts Special Tax Revenues (as defined in the CFD Bonds Fiscal Agent received by the CFD Bonds Fiscal Agent; (b) any proceeds of the Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the funds and accounts established hereunder with respect to the Bonds (other than the Rebate Fund and the Surplus Fund); and (c) investment income with respect to any moneys held by the Trustee in the funds and accounts established hereunder with respect to the Bonds (other than investment income on moneys held in the Rebate Fund and the Surplus Fund). "Securities Depositories" means DTC, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority designates in a written notice filed with the Trustee.
"Series" means a series of Bonds issued hereunder.
"Special Tax" or "Special Taxes" means special taxes authorized to be levied by the City for the CFD.
"Special Tax Revenues" means special taxes levied and collected by the CFD and any prepayments thereof.
"State" means the State of California.
"Supplemental Indenture" means any indenture, agreement or other instrument hereafter duly executed by the Authority in accordance with the provisions of Article VII. "Surplus Fund" means the fund by that name established pursuant to Section 3.8. "Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located in San Francisco, California, or such other place as designated by the Trustee except that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted.

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 11 "Trustee" means U.S. Bank Trust Company, National Association, and its successors and assigns, and any other corporation or association which may at any time be substituted in its place as provided in Article VI.
"2013 Bonds" means the bonds of the Authority captioned (i) “$67,190,000 Patterson Public Financing Authority Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and (ii) “$6,465,000 Patterson Public Financing Authority Revenue Bonds, Subordinate Series 2013B (Community Facilities District No. 2001-1)”, which were each issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California.
"2013 Indenture" means the Indenture of Trust, dated as of August 1, 2013, by and between the Authority and the 2013 Trustee.
"2013 Trustee" means U.S. Bank Trust Company, National Association, as successor trustee to The Bank of New York Mellon Trust Company, National Association, as trustee for the 2013 Bonds.
“WPFA” means the West Patterson Financing Authority.

Section 1.2. Rules of Construction. All references in this Indenture to "Articles," "Sections," and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words "herein," "hereof," "hereunder," and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

Section 1.3. Authorization and Purpose of Bonds. The Authority has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen and/or be performed precedent to and in the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Authority is now authorized under the Refunding Bond Law and each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture. Accordingly, the Authority hereby authorizes the issuance of the Bonds pursuant to the Refunding Bond Law and this Indenture for the purpose of refunding the 2013 Bonds and pay Costs of Issuance for the Bonds.

Section 1.4. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Indenture shall be deemed to be and shall constitute a contract between the Authority and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the Authority shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over other Bonds by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein.

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 12 ARTICLE II

ISSUANCE OF BONDS
Section 2.1. Terms of Bonds. The Bonds authorized to be issued by the Authority under and subject to the Refunding Bond Law and the terms of this Indenture shall be dated the Closing Date and be designated as follows, "Patterson Public Financing Authority 2023 Refunding Special Tax Revenue Bonds," which shall be issued in the original aggregate principal amount of _________ Million _________ Hundred _________ Thousand dollars ($______________).

The Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond shall have more than one maturity date. The Bonds shall mature on September 1 in each of the years and in the amounts, and shall bear interest (calculated on the basis of a 360-day year of twelve 30-day months) at the rates, as follows:

Maturity Date
(September 1)
Principal
Amount
Interest
Rate
CUSIP
________
Interest on the Bonds shall be payable on each Interest Payment Date to the person whose name appears on the Bond Register as the Owner thereof as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed on such Interest Payment Date by first class mail, postage prepaid, to the Owner at the address of such Owner as it appears on the Bond Register or by wire transfer to an account in the United States of America made on such Interest Payment Date upon instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds of a Series provided to the Trustee in writing at least five (5) Business Days before the Record Date for such Interest Payment Date. Principal of and premium (if any) on any Bond shall be paid upon presentation and surrender thereof, at maturity or the prior redemption thereof, at the Trust Office of the Trustee. The principal of and interest and premium (if any) on the Bonds shall be payable in lawful money of the United States of America.

Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 13 Date; or (b) it is authenticated on or before August 15, 2023, in which event it shall bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such 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 been paid or made available for payment.

Section 2.2. Redemption of Bonds.
(a) Optional Redemption. The Bonds maturing on or before September 1, _________ are not subject to optional redemption prior to maturity. The Bonds maturing on and after September 1, _________ may be redeemed at the option of the Authority, from any source of available funds, prior to maturity on any date on or after September 1, _________, as a whole, or in part from maturities corresponding proportionately to the maturities of the CFD Bonds simultaneously redeemed, if any redemption of CFD Bonds is being accomplished in conjunction with such optional redemption, and otherwise from such maturities as are selected by the Authority, and by lot within a maturity, at a redemption price equal to principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
(b) Mandatory Special Redemption. The Bonds are subject to mandatory call and redemption prior to maturity, as a whole or in part among such maturities as are selected by the Authority and by lot within a maturity, on any Interest Payment Date on or after ___________, from amounts received by the Authority due to the redemption of CFD Bonds from the prepayment of Special Taxes, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption:

Redemption
Dates
Redemption
Prices
March 1, 2024, and Interest Payment Dates to and including September 1, 2028
March 1, 2028 and Interest Payment Dates to and including March 1, 2039
(c) Mandatory Sinking Payment Redemption. The Bonds are subject to mandatory sinking payment redemption in part on September 1, _________, 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 fixed for redemption, without premium, from sinking payments as follows:

Redemption Date
(September 1)
Sinking
Payments

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 14 (maturity)
The amounts in the foregoing table shall be reduced pro rata as a result of any prior partial optional redemption of the Bonds under Section 2.02(A)(i) or partial mandatory redemption of the Bonds under Section 2.2(a) or (b), as specified by the Authority to the Trustee.
(d) Notice of Redemption. Written notice of any such redemption shall be given by the Authority to the Trustee at least forty-five (45) days prior to the date of redemption (unless a shorter time shall be acceptable to the Trustee in its sole discretion for its convenience).

The Trustee on behalf, and at the expense, of the Authority shall mail (by first class mail, postage prepaid or by customary electronic process) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Bond Register, and to the Securities Depositories and to the Municipal Securities Rulemaking Board, at least twenty (20) but not more than sixty (60) days prior to the date fixed for redemption. Neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds shall not accrue from and after the redemption date.

Any such notice of redemption may specify that redemption on the specified date shall be subject to receipt by the Authority of moneys sufficient to cause such redemption (and shall specify the proposed source of such moneys), and neither the Authority nor the Trustee shall have any liability to the Owners or any other party as a result of its failure to redeem the Bonds as a result of insufficient moneys.

In addition to the foregoing notice, further notice shall be given by the Trustee in said form by first class mail to any Bondowner whose Bond has been called for redemption but who has failed to submit his Bond for payment by the date which is sixty days after the redemption date, but no defect in said further notice nor any failure to give or receive all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption.

Upon the payment by the Trustee from the applicable account in the Revenue Fund of the redemption price of the Bond 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. (e) Selection of Bonds of a Maturity for Redemption. Unless otherwise provided hereunder, whenever provision is made in this Indenture or in the applicable Supplemental Indenture for the redemption of fewer than all of the Bonds of a maturity of a Series of the Bonds, the Trustee, at the direction of an Authorized Representative of the Authority or the City, shall select the Bonds to be redeemed from all Bonds of such maturity not previously called for redemption, by lot in any manner which the Authorized Representative of the Authority or the City shall deem appropriate and fair. For purposes of such selection, all Bonds shall be deemed

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 15 to be comprised of separate $5,000 authorized denominations, and such separate authorized denominations shall be treated as separate Bonds that may be separately redeemed. (f) Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed. (g) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption shall have been duly provided, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date specified in such notice. All Bonds redeemed pursuant to this Section 2.2 shall be cancelled and destroyed.
(h) Right to Rescind. The Authority shall have the right to rescind any redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date 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 Trustee shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided.

Section 2.3. Form of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of 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 Indenture.

Section 2.4. Execution of Bonds. All the Bonds shall, from time to time, be executed on behalf of the Authority by, or bear the manual or facsimile signature of, one of the members of the Board of Directors of the Authority and be attested by the manual or facsimile signature of the Secretary or by any deputy thereof. If any of the directors or officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall be upon the Bonds shall cease to be such officer of the Authority before the Bond so signed and sealed shall have been actually authenticated by the Trustee or delivered, such Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons who signed or sealed such Bonds or whose facsimile signature shall be upon the Bonds had not ceased to be such officer of the Authority; and any such Bond may be signed and sealed on behalf of the Authority by those persons who, at the actual date of the execution of such Bonds, shall be the proper officers of the Authority, although at the date of such Bond any such person shall not have been such officer of the Authority.

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

Section 2.5. Transfer of Bonds. Subject to Section 2.10, any Bond may in accordance with its terms, be transferred, upon the Bond Register, by the person in whose name it is

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 16 registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond shall be surrendered for transfer, the Authority shall execute and the Trustee shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like Series, tenor, maturity and aggregate principal amount. No Bonds selected for redemption shall be subject to transfer pursuant to this Section nor shall any Bond be subject to transfer during the fifteen days prior to the selection of Bonds for redemption.

The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any transfer or exchange shall be paid by the Authority.

However, the Owners of the Bonds shall be required to pay any tax or other governmental charge required to be paid for any exchange or registration of transfer and the Owners of the Bonds shall be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the replacement of any mutilated, lost or stolen Bonds.

Section 2.6. Exchange of Bonds. Subject to Section 2.10, Bonds may be exchanged at the Trust Office of the Trustee for Bonds of the same Series, tenor and maturity and of other authorized denominations. No Bonds selected for redemption shall be subject to exchange pursuant to this Section, nor shall any Bond be subject to exchange during the fifteen days prior to the selection of Bonds for redemption. The Owners of the Bonds shall be required to pay any tax or other governmental charge required to be paid for any exchange and the Owners of the Bonds shall be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the exchange of any Bonds.

Section 2.7. Temporary Bonds. The Bonds may be issued initially 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 Authority and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Authority and be registered and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds, it shall execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered for cancellation, in exchange therefor at the Trust Office of the Trustee, and the Trustee 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 Indenture as definitive Bonds authenticated and delivered hereunder.

Section 2.8. Bond Register. The Trustee shall keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which shall be the Bond Register and shall at all times during regular business hours be open to inspection by the Authority upon reasonable notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records, Bonds as hereinbefore provided. Upon the occurrence of an Event of Default which requires the Bond Insurer to make payments under the Bond Insurance Policy, the Bond Insurer and any designated agent thereof shall have access to the Bond Register.

Section 2.9. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like Series, tenor and

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 17 authorized denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be cancelled by it and destroyed in accordance with the retention policy of the Trustee then in effect. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, at the expense of the Bond Owner, the Authority shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like Series and tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond the Trustee may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Trustee). The Trustee may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original contractual obligation on the part of the Authority whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

Section 2.10. Book-Entry System.
(a) All Bonds shall be initially issued in the form of a separate single certificated fully registered Bond for each maturity date of the Bonds. Upon initial issuance, the ownership of each Bond shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. Except as provided in Section 2.10(d), all Outstanding Bonds shall be registered in the Bond Register in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the Bond Register in the name of Cede & Co, as nominee of DTC, the Trustee shall not have any responsibility or obligation to any brokerdealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, the Trustee shall not have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co, or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption or mandatory tender, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds.
(c) The Trustee may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Trustee shall pay all principal of and interest on the Bonds only to the Owners as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid.

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 18 (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Trustee and the Authority during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The Authority may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the Authority shall mail notice of such termination to the Trustee.

Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the Authority determines that it is in the best interest the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Trustee in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with this Indenture.

To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable.

The Authority, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds if the Authority determines that: (A) DTC is unable to discharge its responsibilities with respect to the Bonds, or (B) a continuation of the requirement that all Outstanding Bonds be registered in the Bond Register in the name of Cede & Co., or any other nominee of DTC, is not in the best interest of the beneficial owners of such Bonds.

Section 2.11. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be affected in any way by any proceedings taken by the Authority or the City with respect to the application of the proceeds of the Bonds, and the recital contained in the Bonds that the same are issued pursuant to the Refunding Bond Law shall be conclusive evidence of their validity and of the regularity of their issuance.

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 19 ARTICLE III

DEPOSIT AND APPLICATION OF PROCEEDS
Section 3.1. Issuance of Bonds. Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the Bonds in the principal amount set forth in Section 2.1 to the Trustee for authentication and delivery to the Original Purchaser thereof upon the Request of the Authority.

Section 3.2. Application of Proceeds of Sale of Bonds and Funds Received from the City.

On the Closing Date, the Trustee shall apply moneys received by it as set forth below (the Trustee may, in its discretion, establish one or more temporary funds or accounts to account for or facilitate the following transfers and deposits). The Trustee shall apply the proceeds of the sale of the Bonds received or deemed to have been received from the Original Purchaser on the Closing Date, being the amount of $__________________, calculated as purchase price of the Bonds of $__________________ (being 100% of the aggregate principal amount thereof, plus a net original issue premium of $__________________ and less an underwriter’s discount of $___________), less the Bond Insurance Policy premium ($_________) of which shall be wired directly to the Bond Insurer, to be applied as follows:
(i) $__________________ of the proceeds of the Bonds shall be transferred to the Escrow Bank pursuant to the Escrow Agreement for the purpose of refunding the 2013 Bonds as described therein; and
(ii) The Trustee shall transfer to the City of Patterson $___________ [or is Trustee to hold the project fund?... ].
(ii) $_________ of the proceeds of the Bonds shall be deposited into the Costs of Issuance Fund for the payment of Costs of Issuance in accordance with Section

3.4 below.

Section 3.3. Revenue Fund. The Trustee shall establish and maintain a separate fund to be known as the "Revenue Fund" and the following separate accounts therein: the "Interest Account" and the "Principal Account." Except as otherwise provided herein, the Trustee shall deposit all Revenues received after the Closing Date to the Revenue Fund and shall apply amounts in the Revenue Fund as described in Section 4.2 below.

Section 3.4. Costs of Issuance Fund. The Trustee shall establish and maintain a fund known as the "Costs of Issuance Fund" into which shall be deposited the amounts set forth in Section 3.2. The moneys in the Costs of Issuance Fund shall be used to pay Costs of Issuance from time to time upon receipt by the Trustee of a Request of the Authority. Each Request of the Authority shall be sufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On the date which is ninety twenty (90) days following the Closing Date, or upon the earlier receipt by the Trustee of a Request of the Authority stating that all Costs of Issuance have been paid, the Trustee shall transfer all remaining amounts in the Costs of Issuance Fund to the Revenue Fund. Upon such transfer, the Costs of Issuance Fund shall be closed and the Trustee shall no longer be obligated to make payments for Costs of Issuance. The Authority may at any time file a Request of the Authority requesting that the Trustee retain a specified amount in the Costs of

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Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 20 Issuance Fund and transfer to the Revenue Fund all remaining amounts, and upon receipt of such request by the Trustee, the Trustee shall comply with such request.

Section 3.5. [[ Improvement Fund. The Trustee shall establish and maintain a separate fund to be known as the "Improvement Fund", which shall be administered as provided in Section 4.3(a) hereof. ]] [Include if Trustee to hold new money proceeds] Section 3.6. Reserve Fund. The Trustee shall establish and maintain for the benefit of the Owners of the Bonds, the “Reserve Fund,” All money in (or available to) the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of replenishing the Interest Account or the Principal Account (in such order) in the event of any deficiency of Revenues for payments due on the Bonds.
[[The Reserve Requirement will initially be satisfied by the delivery to the Trustee of the Reserve Policy, being a Qualified Reserve Fund Credit Instrument, on the Closing Date. So long as the Reserve Policy is in effect the terms and provisions of Exhibit ____ shall govern, notwithstanding anything in this Indenture to the contrary. If the amounts in the Interest Account or the Principal Account of the Revenue Fund are insufficient to pay the scheduled principal of or interest on the Bonds when due, the Trustee shall draw on the Reserve Policy for deposit in the Interest Account and the Principal Account, as applicable, moneys necessary for such purposes.]]
In the event of a withdrawal of amounts from the Reserve Fund (or draws on a Qualified Reserve Fund Credit Instrument) to make payments to the Interest Account or the Principal Account, the Trustee shall deposit in the Reserve Fund (or pay to the provider of a Qualified Reserve Fund Credit Instrument) moneys from the Revenue Fund necessary to restore the amount in the Reserve Fund to the Reserve Requirement (or to reimburse and pay the costs owed to the provider of a Qualified Reserve Fund Credit Instrument), but only from the Revenues available to restore said amounts; provided, that if there has been a draw upon any credit instrument used to provide all or a portion of the Reserve Requirement, said available moneys shall be applied to reimburse the provider of such instrument for payments made under such draw plus its expenses in connection therewith.

Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Trustee will transfer an amount equal to the excess from the Reserve Fund to the Revenue Fund, except that investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the Federal government to comply with rebate requirements.

The Authority has the right at any time to cause the Trustee to release funds from the Reserve Fund, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Fund Credit Instrument, and (ii) an opinion of bond counsel stating that such release will not, of itself, cause the portion of the interest on the bonds that is intended to be excluded in gross income for purposes of federal income taxation to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, the Trustee will transfer such funds from the applicable Reserve Fund to the Authority.

Prior to the expiration of any Qualified Reserve Fund Credit Instrument the Authority is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Trustee an

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Packet Pg. 100 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 21 amount of funds such that the funds on deposit in the Reserve Fund, together with all Qualified Reserve Fund Credit Instruments held by the Trustee in the Reserve Fund, is at least equal to the Reserve Requirement (which funds may come from a draw by the Trustee on the Qualified Reserve Fund Credit Instrument prior to its expiration).

If the long-term credit rating of the provider of a Qualified Reserve Fund Credit Instrument is downgraded or the provider fails to perform, the Authority shall have no obligation to replace the Qualified Reserve Fund Credit Instrument or otherwise fund the Reserve Fund with cash.

Section 3.7. Rebate Fund. The Trustee shall establish and maintain a separate fund to be known as the "Rebate Fund". The Rebate Fund shall be administered as described in Section 5.8.

Section 3.8. Surplus Fund. The Trustee shall establish and maintain a separate fund to be known as the "Surplus Fund" which shall be administered as described in Section 4.4.

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Packet Pg. 101 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 22 ARTICLE IV
REVENUES; FLOW OF FUNDS
Section 4.1. Pledge of Revenues; Assignment of Rights. Subject to the provisions of Sections 6.3 and 9.3, the Bonds shall be secured by a first lien on and pledge (which shall be effected in the manner and to the extent hereinafter provided) of all of the Revenues. The Bonds shall be equally secured by a pledge, charge and lien upon the Revenues without priority for any Bond over any other Bond; and the payment of the interest on and principal of the Bonds and any premiums upon the redemption of any Bonds shall be and are secured by an exclusive pledge, charge and lien upon the Revenues. So long as any of the Bonds are Outstanding, the Revenues shall not be used for any purpose except as is expressly permitted by this Indenture.

The Authority hereby transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds all of the Revenues and all of the right, title and interest of the Authority in the CFD Bonds, subject to the terms of this Indenture. The Trustee shall be entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. Subject to the provisions of Section 8.2, the Trustee also shall be entitled to and shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the CFD Bonds.

On an annual basis, upon the deposit with the Trustee of moneys sufficient to pay principal of, premium, if any, and interest due on the Bonds for the Bond Year and upon satisfaction of all claims against the Authority hereunder with respect to the Bonds, including all fees, charges and expenses of the Trustee and the Authority which are properly payable hereunder, or upon the making of adequate provisions for the payment of such amounts as permitted hereby, all moneys remaining in all funds and accounts pertaining to such Bonds, (except any amounts on deposit in the Rebate Fund and the Surplus Fund and except moneys necessary to pay principal of, premium, if any, and interest on such series of Bonds, which moneys will be held by the Trustee pursuant to Section 9.3), will on an annual basis no longer be considered Revenues and are not pledged to repay the Bonds. Such amounts will be transferred to the Authority to be used by the Authority for any lawful purpose.

Section 4.2. Receipt, Deposit and Application of Revenues; Revenue Fund. (a) For each Bond Year, the all Revenues described in clause (a) of the definition thereof in Section 1.1 shall be promptly deposited by the Trustee upon receipt thereof in the Revenue Fund.

On each Interest Payment Date and redemption date for the Bonds, the Trustee shall transfer from the Revenue Fund, and deposit into the following respective accounts for the Bonds, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
(i) Interest Account. On each Interest Payment Date and redemption date, the Trustee shall deposit in the Interest Account an amount required to cause the

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Packet Pg. 102 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 23 aggregate amount on deposit in the Interest Account to equal the amount of interest on the Bonds coming due and payable on such date. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest coming due and payable on the Bonds on the next succeeding Interest Payment Date or redemption date, as applicable. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior to maturity). In the event that the amounts on deposit in the Interest Account on any Interest Payment Date or redemption date are insufficient for any reason to pay the aggregate amount of interest then coming due and payable on the Outstanding Bonds, the Trustee shall apply such amounts to such payments on each of the Outstanding Bonds on a pro rata basis.
(ii) Principal Account. On each Interest Payment Date and redemption date on which the principal of the Bonds shall be payable, the Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of, and premium (if any) on, the Bonds coming due and payable on such Interest Payment Date, or required to be redeemed on such redemption date pursuant to Section 2.2; provided, however, that no amount shall be deposited to effect a redemption pursuant to Section 2.2(b) unless the Trustee has first received a certificate of an Independent Financial Consultant as described therein.

No deposit need be made into the Principal Account if the amount contained therein is at least equal to the principal amount of, and premium (if any), on the Bonds coming due and payable on the Bonds on the next succeeding Interest Payment Date or redemption date, as applicable. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of (i) paying the principal of the Bonds at the maturity thereof or (ii) paying the principal of and premium (if any) on any Bonds upon the redemption thereof pursuant to Section 2.2. In the event that the amounts on deposit in the Principal Account on any Interest Payment Date or redemption date are insufficient for any reason to pay the aggregate amount of principal amount of, and premium (if any), on the Bonds coming due and payable, the Trustee shall apply such amounts to such payments on each of the Outstanding Bonds on a pro rata basis. (iii) Reserve Fund. On each Interest Payment Date and redemption date on which the principal of the Bonds shall be payable, the Trustee shall next (i) deposit in the Reserve Fund the amount required to cause the aggregate amount on deposit in the Reserve Fund to equal the Reserve Requirement, or (ii) if a Qualified Reserve Fund Credit Instrument has been provided in lieu of a cash funded Reserve Fund, the Trustee shall forward to the Authority the amount required to reimburse the provider of the Qualified Reserve Fund Credit Instrument for any draws thereunder that have occurred. (b) If on any Interest Payment Date or date for redemption the amount on deposit in the Revenue Fund is inadequate to make the transfers described in subsection (a) above as a result of a payment default on an issue of CFD Bonds, the Trustee shall immediately notify the City and the Authority of the amount needed to make the required deposits under subsection (a) above. In the event that within 5 Business Days of delivering such notice the Trustee receives additional payments from the City or the Authority to cure such shortfall, the Trustee shall deposit such amounts to the Revenue Fund.
(c) On each Interest Payment Date or redemption date after making the transfers required under subsections (a) and (b) above, upon receipt of a Request of the Authority to do

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Packet Pg. 103 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 24 so, the Trustee shall transfer from the Revenue Fund to the Rebate Fund for deposit therein the amounts specified in such Request of the Authority.
(d) On September 2 of each year, or sooner if adequate moneys has been set aside in the Interest Account and Principal Account to pay to pay interest and principal due on September 1 of such year, after making the deposits required under subsections (a), (b) and (c) above, the Trustee shall transfer all amounts then remaining on deposit in the Revenue Fund to the Surplus Fund.

Section 4.3. Improvement Fund.
[to come, if Trustee to hold new money proceeds]
Section 4.4. Surplus Fund. Any amounts transferred to the Surplus Fund pursuant to Section 4.2 shall no longer be considered Revenues and are not pledged to repay the Bonds.

The Authority may, from time to time at its sole discretion, direct the Trustee to withdraw moneys from the Surplus Fund and pay such moneys to the Authority, to be used by the Authority for any lawful purpose, which may include, at the Authority’s discretion, Authority Administrative Expenses and assisting the WPFA with authorized uses for Special Tax Revenues of the CFD, including but not limited to extraordinary costs of collection of Special Taxes and annual reductions of Special Tax levies.

Section 4.5. Investments. All moneys in any of the funds or accounts established with the Trustee pursuant to this Indenture shall be invested by the Trustee solely in Permitted Investments, as directed pursuant to the Request of the Authority filed with the Trustee at least two (2) Business Days in advance of the making of such investments. The Trustee shall be entitled to conclusively rely on any such Request of the Authority and shall be fully protected in relying thereon. In the absence of any such Request of the Authority the Trustee shall invest any such moneys in Permitted Investments described in clause (h) of the definition thereof provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a Request of the Authority specifying a specific money market fund and, if no such Request of the Authority is so received, the Trustee shall hold such moneys uninvested. The Trustee shall be entitled to rely upon any investment directions from the Authority as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State of California and qualify as Permitted Investments. Permitted Investments purchased as an investment of moneys in any fund or account established pursuant to this Indenture shall be deemed to be part of such fund or account.

All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the fund or account from which such investment was made
For purposes of acquiring any investments hereunder, the Trustee may commingle moneys held by it in any of the funds and accounts held by it hereunder. The Trustee and its affiliates may act as advisor, sponsor, principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee and its affiliates may make any and all investments permitted herein through its own investment department. The

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Packet Pg. 104 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 25 Trustee shall incur no liability for losses arising from any investments made pursuant to this Section 4.5.

The Authority acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee shall furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder.

Section 4.6. Valuation and Disposition of Investments.
(a) Except as otherwise provided in subsection (b) of this Section, the Authority covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued by the Authority (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. (b) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued by the Authority at their present value (within the meaning of section 148 of the Code).

ARTICLE V

COVENANTS OF THE AUTHORITY
Section 5.1. Punctual Payment. The Authority shall punctually pay or cause to be paid the principal and interest and premium (if any) to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in this Indenture.

Section 5.2. Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

Section 5.3. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by this Indenture and except as otherwise permitted by Section

5.6. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Refunding Bond Law, and reserves the right to issue other obligations for such purposes.

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Packet Pg. 105 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 26 Section 5.4. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues, the CFD Bonds and other assets purported to be pledged and assigned, respectively, under this Indenture. The Bonds and the provisions of this Indenture are and shall be the legal, valid and binding limited, special obligations of the Authority in accordance with their terms, and the Authority and the Trustee shall at all times, subject to the provisions of Article VI and to the extent permitted by law, defend, preserve and protect said pledge and assignment of the Revenues, the CFD Bonds and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever.

Section 5.5. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards in which complete and accurate entries shall be made of transactions made by it relating to the proceeds of Bonds, the Revenues, the CFD Bonds and all funds and accounts established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Bond Insurer, the Authority and the City upon reasonable prior notice during regular business hours and under reasonable circumstances, in each case as agreed to by the Trustee.

Not later than 45 days following each Interest Payment Date, the Trustee shall prepare and file with the Authority a report setting forth: (i) amounts withdrawn from and deposited into each fund and account maintained by the Trustee under this Indenture; (ii) the balance on deposit in each fund and account as of the date for which such report is prepared; and (iii) a brief description of all obligations held as investments in each fund and account. Copies of such reports may be mailed to any Owner upon the Owner’s written request to the Trustee at the expense of such Owner at a cost not to exceed the Trustee’s actual costs of duplication and mailing.

Section 5.6. No Additional Bonds Except Refunding. The Authority covenants that no additional bonds, notes or other indebtedness shall be issued or incurred which are payable out of Revenues in whole or in part, except that the Authority may issue additional bonds, notes or other indebtedness secured on a parity with the Bonds, in such principal amount as shall be determined by the Authority, pursuant to a Supplemental Indenture adopted or entered into by the Authority to refund a portion of the Bonds to realize savings associated with interest costs on the Bonds.

Section 5.7. Tax Covenants.
(a) Generally. The Authority shall not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, interest on the Bonds to become includable in gross income for federal income tax purposes.
(b) Private Activity Bond Limitation. The Authority shall assure that the proceeds of the Bonds are not used in a manner which would cause the Bonds to become “private activity bonds” within the meaning of section 141(a) of the Code or to meet the private loan financing test of Section 141(c) of the Code.

10.1.b
Packet Pg. 106 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 27 (c) Federal Guarantee Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code. (d) No Arbitrage. The Authority shall not take, or permit or suffer to be taken by the Trustee, the District or otherwise, any action with respect to the Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.
(e) Rebate of Excess Investment Earnings. The Authority shall calculate or cause to be calculated all amounts of excess investment earnings with respect to the Bonds which are required to be rebated to the United States of America under Section 148(f) of the Code, at the times and in the manner required under the Code. The Authority shall pay when due an amount equal to excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Code, such payments to be made from any source of legally available funds of the Authority. The Authority shall keep or cause to be kept, and retain or cause to be retained for a period of six years following the retirement of the Bonds, records of the determinations made under this subsection (e). (f) Maintenance of Tax-Exemption on Prior Bonds. The Authority will take all actions necessary to assure the exclusion of interest on the Prior Bonds from the gross income of the Owners of the Prior Bonds until the redemption in full of the Prior Bonds in accordance with the Escrow Agreement.

The Trustee has no duty to monitor the compliance by the Authority with any of the covenants contained in this Section.

Section 5.8. CFD Bonds. Subject to the provisions of this Indenture (including Article VI), the Authority and the Trustee shall use reasonable efforts to collect all amounts due from the City (for and on behalf of the CFD) pursuant to the CFD Bonds and shall enforce, and take all steps, actions and proceedings which the Authority and Trustee determine to be reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the enforcement of all of the obligations and covenants of the City (for and on behalf of the CFD thereunder). The Authority shall instruct the City (for and on behalf of the CFD) to authenticate and deliver to the Trustee the CFD Bonds registered in the name of the Trustee.

The Authority, the Trustee, and the City may, with prior written notice to each Rating Agency then providing a rating on the Bonds (if any), at any time consent to, amend or modify any of the CFD Bonds pursuant to the terms thereof, (a) with the prior consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding and the Bond Insurer, or (b) without the consent of any of the Owners (but with the consent of the Bond Insurer), if such amendment or modification is for any one or more of the following purposes (a) to add to the covenants and agreements of the City contained in such CFD Bonds, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power therein reserved to or conferred upon the City; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in such CFD Bonds, or in any other respect whatsoever as the City may deem necessary or desirable, provided under any

10.1.b
Packet Pg. 107 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 28 circumstances that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds in the opinion of Bond Counsel filed with the Trustee; or (c) to amend any provision thereof to the extent necessary to comply with the Code, but only if and to the extent such amendment shall not, in and of itself, adversely affect the exclusion from gross income of the interest on any of the Bonds under the Code, in the opinion of Bond Counsel filed with the Trustee.
(d) Notwithstanding anything
[take from 5.8d of 2013]
[add 5.9 of 2013]
Section 5.9. Rebate Fund.
(a) Establishment. If and when first needed, the Trustee shall establish a Rebate Fund pursuant to Section 3.7. Absent an opinion of Bond Counsel that the exclusion from gross income for federal income tax purposes of interest on the Bonds shall not be adversely affected, the Authority shall cause to be deposited in the Rebate Fund such amounts as are required to be deposited therein pursuant to this Section, Section 5.7(d) and the Code. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust for payment to the United States Treasury in accordance with a Request of the Authority delivered to the Trustee, upon which the Trustee may conclusively rely.
(b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Bonds and after payment of all the amounts payable to the United States Treasury from the Rebate Fund, including accrued interest and payment of all applicable fees to the Trustee, may be withdrawn by the Trustee and remitted to the Authority and utilized in any manner by the Authority.

Section 5.10. Sale of CFD Bonds. Notwithstanding anything in this Indenture to the contrary, the Authority may cause the Trustee to sell, from time to time, all or a portion of an issue of CFD Bonds, provided that the Authority shall deliver to the Trustee:
(a) a certificate of an Independent Accountant certifying that, following the sale of such CFD Bonds, the Revenues to be paid to the Authority (assuming the timely payment of amounts due thereon with respect to any CFD Bonds not then in default), together with interest and principal due on any noncallable Federal Securities pledged to the repayment of the Bonds and the Revenues then on deposit in the funds and accounts established hereunder (valuing any Permitted Investments held hereunder at the then Fair Market Value thereof), shall be sufficient to pay the principal of and interest on the Bonds when due; (b) if any Bonds are then rated by any Rating Agency, a notification from such Rating Agency to the effect that such rating shall not be withdrawn or reduced as a result of such sale of CFD Bonds; and

10.1.b
Packet Pg. 108 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 29 (c) an opinion of Bond Counsel that such sale of CFD Bonds is authorized under the provisions of this Indenture and shall not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. (d) the written consent of the Bond Insurer.

Upon compliance with the foregoing conditions by the Authority, the Trustee shall sell such CFD Bonds in accordance with the Request of the Authority and disburse the proceeds of the sale of such CFD Bonds to the Authority or upon the receipt of a Request of the Authority shall deposit such proceeds in the Revenue Fund.

Section 5.11. Further Assurances. The Authority shall adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds and the Bond Insurer the rights and benefits provided in this Indenture.

Section 5.12. Continuing Disclosure. The Authority hereby covenants and agrees that it shall cause the City to comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Original Purchaser or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Section 5.13. Compliance with Reporting Requirements Applicable to Bonds. The Authority hereby covenants and agrees that it shall comply with and carry out all of the reporting requirements applicable to the Bonds.

Section 5.14 Maintenance of Existence. In the event the existence of the Authority will be impaired by any termination of the existence of the Successor Agency of the Redevelopment Agency of the City of Patterson, as successor to the Redevelopment Agency of the City of Patterson in its capacity as a member of the Authority, the Authority will take or cause to be taken all actions reasonably necessary to continue its existence until such time as the Bonds have been paid in full.

10.1.b
Packet Pg. 109 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 30 ARTICLE VI
THE TRUSTEE; PROVISIONS RELATING TO BOND INSURANCE
Section 6.1. Appointment of Trustee. U.S. Bank Trust Company, National Association, with its corporate trust office presently located in Los Angeles, California, a national banking association organized and existing under and by virtue of the laws of the United States of America, is hereby appointed Trustee by the Authority for the purpose of receiving all moneys required to be deposited with the Trustee hereunder and to allocate, use and apply the same as provided in this Indenture. The Authority agrees that it shall maintain a Trustee which is a trust company, national banking association or bank of good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers, with a combined capital and surplus of at least Seventy-five Million Dollars ($75,000,000), subject to supervision or examination by federal or state authority. If such bank, national banking association or trust company publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this Section

6.1, the combined capital and surplus shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Trustee is hereby authorized to pay the principal of and interest and redemption premium (if any) on the Bonds when duly presented for payment at maturity, or on redemption or purchase prior to maturity, to make regularly scheduled interest payments, and to cancel any Bond upon payment thereof.

Section 6.2. Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions:
(a) The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default hereunder has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care and skill and diligence in their exercise, as a reasonable person would exercise or use under the circumstances in the conduct of his own affairs.
(b) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, but shall not be responsible for the acts of any agents, attorneys or receivers appointed by it unless such appointment was the result of negligence or willful misconduct. The Trustee may consult with and act upon the advice of counsel (which may be counsel to the Authority) concerning all matters of trust and its duty hereunder and shall be wholly protected in reliance upon the advice or opinion of such counsel in respect of any action taken or omitted by it in good faith and in accordance herewith.
(c) The Trustee shall not be responsible for any recital herein, or for any of the supplements thereto or instruments of further assurance, or for the validity, effectiveness or the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby and the Trustee shall not be bound to ascertain or inquire as to the observance or performance of any covenants, conditions or agreements on the part of the Authority hereunder. The Trustee shall have no responsibility, opinion, or liability with respect to any information, statement, or

10.1.b
Packet Pg. 110 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 31 recital in any offering memorandum, official statement, or other disclosure material prepared or distributed with respect to the issuance of the Bonds.
(d) Except as provided in Section 3.2, the Trustee shall not be accountable for the use of any proceeds of sale of the Bonds delivered hereunder. The Trustee may become the Owner of Bonds secured hereby with the same rights which it would have if not the Trustee; may acquire and dispose of other bonds or evidences of indebtedness of the Authority with the same rights it would have if it were not the Trustee; and may act as a depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Bonds, whether or not such committee shall represent the Owners of the majority in aggregate principal amount of the Bonds then Outstanding.
(e) The Trustee shall be protected and shall incur no liability in acting, or refraining from acting in good faith and without negligence, in reliance upon any notice, request, consent, certificate, order, affidavit, letter, telegram, facsimile transmission, electronic mail, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to this Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at such person’s request unless the ownership of such Bond by such person shall be reflected on the Bond Register.
(f) As to the existence or non existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a Certificate of the Authority as sufficient evidence of the facts therein contained and prior to the occurrence of an Event of Default hereunder of which the Trustee has been given notice or is deemed to have notice, as provided in Section 6.2(h), shall also be at liberty to accept a Certificate of the Authority to the effect that any particular dealing, transaction or action is necessary or expedient, and shall be fully protected in relying thereon, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same.
(g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and notwithstanding any other provision of this Indenture, the Trustee shall not be answerable for other than its negligence or willful misconduct. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents.
(h) The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default hereunder except where a Responsible Officer has actual knowledge of such Event of Default and except for the failure by the Authority to make any of the payments to the Trustee required to be made by the Authority pursuant hereto, including payments on the CFD Bonds, or failure by the Authority to file with the Trustee any document required by this Indenture to be so filed subsequent to the issuance of the Bonds, unless a Responsible Officer shall be specifically notified in writing of such default by the Authority or by the Owners of at least twenty five percent (25%) in aggregate principal amount of the Bonds then Outstanding and all notices or other instruments required by this Indenture to be delivered to the Trustee

10.1.b
Packet Pg. 111 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 32 must, in order to be effective, be delivered to a Responsible Officer at the Trust Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default hereunder except as aforesaid. Delivery of a notice to the officer and address for the Trustee set forth in Section 9.12, as updated by the Trustee from time to time, shall be deemed notice to a Responsible Officer.
(i) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, accountants and representatives, shall have the right fully to inspect all books, papers and records of the Authority pertaining to the Bonds, and to make copies of any of such books, papers and records such as may be desired but which is not privileged by statute or by law.
(j) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the performance of its duties hereunder.
(k) Notwithstanding anything elsewhere in this Indenture with respect to the execution of any Bonds, the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, as may be deemed desirable by the Trustee in its sole discretion for the purpose of establishing the right of the Authority to the execution of any Bonds, the withdrawal of any cash, or the taking of any other action by the Trustee. (l) Before taking the action referred to in Sections 5.9, 8.2 or this Article VI, the Trustee may require that an indemnity bond satisfactory to it be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any such action.
(m) All moneys received by the Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds.
(n) Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Article VI.
(o) The Trustee shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources or energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee.

10.1.b
Packet Pg. 112 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 33 (p) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: email, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder); provided, however, that the Authority shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Authority shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. (q) Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as it may deem reasonable.

Section 6.3. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement by the Authority for reasonable fees for its services rendered hereunder and all advances (including any interest on advances), counsel fees and expenses (including fees and expenses of outside counsel and the allocated costs of internal attorneys) and other expenses reasonably and necessarily made or incurred by the Trustee in connection with such services. Upon the occurrence of an Event of Default hereunder, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment of any Bond upon the amounts held in funds and accounts hereunder for the foregoing fees, charges and expenses incurred by it respectively. The Trustee’s right to payment of its fees and

10.1.b
Packet Pg. 113 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 34 expenses shall survive the discharge and payment or defeasance of the Bonds and termination of this Indenture, and the resignation or removal of the Trustee.

Section 6.4. Notice to Bond Owners of Default. If an Event of Default hereunder occurs with respect to any Bonds of which the Trustee has been given, or is deemed to have notice, as provided in Section 6.2(h), then the Trustee shall promptly give written notice thereof by first class mail to the Owner of each such Bond, unless such Event of Default shall have been cured before the giving of such notice.

Section 6.5. Intervention by Trustee. In any judicial proceeding to which the Authority is a party which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of any of the Bonds, the Trustee may intervene on behalf of such Bond Owners, and subject to Section 6.2(l), shall do so if requested in writing by the Owners of at least twenty five percent (25%) in aggregate principal amount of such Bonds then Outstanding.

Section 6.6. Removal of Trustee. The Owners of a majority in aggregate principal amount of the Outstanding Bonds or the Bond Insurer may and the Authority may, so long as no Event of Default then exists, upon 30 days’ prior written notice to the Trustee, remove the Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee. Upon any such removal, the Authority or the City shall appoint a successor or successors thereto; provided that any such successor shall be a national banking association meeting the requirements set forth in Section 6.1. Notwithstanding any other provision of this Indenture, no removal of the Trustee shall be effective until a successor is appointed.

Section 6.7. Resignation by Trustee. The Trustee and any successor Trustee may at any time give prior written notice of its intention to resign as Trustee hereunder, such notice to be given to the Bond Insurer, the Authority and the City by registered or certified mail. Upon receiving such notice of resignation, the Authority or the City shall promptly appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. Upon such acceptance, the Authority shall cause notice thereof to be given by first class mail, postage prepaid, to the Bond Owners at their respective addresses set forth on the Bond Register.

Section 6.8. Appointment of Successor Trustee. In the event of the removal or resignation of the Trustee pursuant to Sections 6.6 or 6.7, respectively, the Authority or the City shall promptly appoint a successor Trustee. In the event the Authority shall for any reason whatsoever fail to appoint a successor Trustee within thirty (30) days following the delivery to the Trustee and the Bond Insurer of the instrument described in Section 6.6 or within thirty (30) days following the receipt of notice by the Authority and the City pursuant to Section 6.7, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee meeting the requirements of Section 6.1. Any such successor Trustee appointed by such court shall become the successor Trustee hereunder notwithstanding any action by the Authority or the City purporting to appoint a successor Trustee following the expiration of such thirty day period.

The Authority will maintain a Trustee acceptable to the Bond Insurer and qualified under the provisions of the foregoing provisions of this Section, so long as any Insured Bonds are Outstanding.

10.1.b
Packet Pg. 114 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 35 Section 6.9. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall meet the requirements set forth in Section 6.1, shall be the successor to the Trustee and vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

The Trustee may assign its rights, duties and obligations hereunder in whole or in part, to an affiliate or subsidiary thereof, provided such Corporation, affiliate or subsidiary shall meet the requirements set forth in Section 6.1.

Section 6.10. Concerning any Successor Trustee. The Authority or the City may appoint a successor Trustee hereunder without additional action of the Board of Directors or City Council. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Authority and the City an instrument in writing accepting such appointment hereunder and to the predecessor Trustee an instrument indemnifying the predecessor Trustee for any costs or claims arising during the time the successor Trustee serves as Trustee hereunder and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the Request of the Authority, or of the Trustee’s successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor Trustee, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority.

Section 6.11. Appointment of Co-Trustee. It is the purpose of this Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corporations or associations to transact business as a trustee in such jurisdiction. It is recognized that in the case of litigation under this Indenture, and in particular in case of the enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee appoint an additional individual or institution as a separate co-trustee. The following provisions of this Section 6.11 are adopted to these ends.

In the event that the Trustee or the Authority appoints an additional individual or institution as a separate or co-trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or co-trustee but only to the extent necessary to enable such separate or co-trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or co-trustee shall run to and be enforceable by either of the Trustee or separate or co-Trustee.

10.1.b
Packet Pg. 115 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 36 Should any instrument in writing from the Authority be required by the separate trustee or co-trustee so appointed by the Trustee or the Authority for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. In case any separate trustee or co-trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor to such separate trustee or co-trustee.

Section 6.12. Indemnification; Limited Liability of Trustee. The Authority further covenants and agrees to indemnify and save the Trustee and its officers, officials, directors, agents and employees, harmless against any loss, expense (including legal fees and expenses) and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability, but excluding any and all losses, expenses and liabilities which are due to the negligence or intentional misconduct of the Trustee, its officers, directors, agents or employees.

No provision in this Indenture shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder unless indemnity reasonably satisfactory to it against such liability or risk is provided to it. The Trustee shall not be liable for any action taken or omitted to be taken by it in accordance with the direction of a majority (or any lesser amount that may direct the Trustee in accordance with the provisions of this Indenture) of the Owners of the principal amount of Bonds Outstanding relating to the time, method and place of conducting any proceeding or remedy available to the Trustee under this Indenture. The rights of the Trustee and the obligations of the Authority under this Section 6.12 shall survive termination of this Indenture, discharge of the Bonds and resignation or removal of the Trustee.

10.1.b
Packet Pg. 116 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 37 ARTICLE VII

MODIFICATION AND AMENDMENT OF THE INDENTURE
Section 7.1. Amendment Hereof. This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may, with prior written notice to each Rating Agency then providing a rating on the Bonds (if any) and with the prior written consent of the Bond Insurer, be modified or amended at any time by a Supplemental Indenture which shall become binding when the prior written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without written consent of the Trustee, modify any of the rights or obligations of the Trustee.

This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may, with prior written notice to each Rating Agency then providing a rating on the Bonds (if any), also be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption, without consent of any Bond Owners but with the prior written consent of the Bond Insurer, to the extent permitted by law but only for any one or more of the following purposes
(a) to add to the covenants and agreements of the Authority contained in this Indenture, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers herein reserved to or conferred upon the Authority so long as such addition, limitation or surrender of such rights or powers shall not materially adversely affect the Owners of the Bonds; or
(b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in any other respect whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds; or
(c) to amend any provision relating to the Code as may be necessary or appropriate to assure compliance with the Code and the exclusion from gross income of interest on the Bonds; or
(d) to amend any provision to place any additional bonds permitted hereunder on a parity with the Bonds for all purposes of this Indenture, including, but not limited to, for the purpose of exercising all rights and remedies hereunder; or (e) to amend the provisions of Section 4.4.

At least 15 days in advance of the execution of any amendment to this Indenture, the Trustee shall mail notice of such amendment and a copy of the proposed text of such amendment to each Rating Agency then providing a rating on the Bonds (if any).

10.1.b
Packet Pg. 117 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 38 The Trustee may, as it deems appropriate in its sole discretion, obtain an opinion of Bond Counsel that any such Supplemental Indenture entered into by the Authority and the Trustee complies with the provisions of this Article VII and the Trustee may conclusively rely upon such opinion and shall be fully protected in relying thereon.

Section 7.2. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners of Outstanding Bonds, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of this Indenture for any and all purposes.

Section 7.3. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that any affected Bonds shall bear a notation, by endorsement in form approved by the Authority, as to such action, and in that case upon demand of the Owner of any Bond Outstanding at such effective date and presentation of its Bond for that purpose at the Trust Office of the Trustee, a suitable notation as to such action shall be made on such Bond. If the Authority shall so determine, new Bonds so modified as, in the opinion of the Authority, shall be necessary to conform to such Bond Owners’ action shall be prepared and executed, and in that case upon demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be exchanged at the Trust Office of the Trustee, without cost to each Bond Owner, for Bonds then Outstanding, upon surrender of such Outstanding Bonds.

Section 7.4. Amendment by Mutual Consent. The provisions of this Article VII shall not prevent any Bond Owner from accepting any amendment as to the particular Bond held by such Owner, provided that due notation thereof is made on such Bond and the Bond Insurer shall have consented thereto.

10.1.b
Packet Pg. 118 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 39 ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES
Section 8.1. Events of Default. The following events shall be Events of Default hereunder.
(a) Default in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise. (b) Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable. (c) Default by the Authority in the observance of any of the other covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, if such default shall have continued for a period of sixty (60) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Authority by the Trustee or the Bond Insurer, or to the Authority and the Trustee by the Bond Insurer or the Owners of not less than twenty five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding; provided that such default (other than a default arising from nonpayment of the Trustee’s fees and expenses, which must be cured within such 60 day period unless waived by the Trustee) shall not constitute an Event of Default hereunder if the Authority shall commence to cure such default within said sixty (60) day period and thereafter diligently and in good faith shall cure such default within a reasonable period of time; or Section 8.2. Remedies; Rights of Bond Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds, and to enforce any rights of the Trustee under or with respect to this Indenture. In the event of an Event of Default arising out of a nonpayment of Trustee’s fees and expenses, the Trustee may sue the Authority to seek recovery of its fees and expenses; provided, however, that such recovery may be made only from Revenues.

If an Event of Default shall have occurred and be continuing and if requested to do so by the Owners of at least twenty five percent (25%) in aggregate principal amount of Outstanding Bonds, and, in each case, if indemnified as provided in Section 6.2(l), the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Article VIII and, as applicable, under the CFD Bonds, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bond Owners.

No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bond Owners hereunder or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.

10.1.b
Packet Pg. 119 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 40 Section 8.3. Application of Revenues and Other Funds After Event of Default. All amounts received by the Trustee with respect to the Bonds pursuant to any right given or action taken by the Trustee under the provisions of this Indenture relating to the Bonds shall be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid –
First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in carrying out the provisions of this Article VIII, including reasonable compensation to its agents, attorneys and counsel (including outside counsel and the allocated costs of internal attorneys), and to the payment of all other outstanding fees and expenses of the Trustee; and
Second, to the payment of the whole amount of interest on and principal of the Bonds then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the following order of priority.
(a) to the payment of all installments of interest on the Bonds then due and unpaid, then
(b) to the payment of all installments of principal of the Bonds then due and unpaid, then
(c) to the payment of interest on overdue installments of principal and interest on Bonds, and
Third, to the payment of any amounts owed to the Bond Insurer hereunder.

Section 8.4. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the request of the Bond Insurer or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, it may, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other such litigation and provided further that the Trustee shall have the right to decline to comply with such written request unless indemnification satisfactory to it has been provided. Any suit, action or proceeding which any Owner of Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the

10.1.b
Packet Pg. 120 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 41 respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney in fact.

Section 8.5. Appointment of Receivers. Upon the occurrence of an Event of Default hereunder, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged hereunder, pending such proceedings, with such powers as the court making such appointment shall confer.

Section 8.6. Non Waiver. Nothing in this Article VIII or in any other provision of this Indenture, or in the Bonds, shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as herein provided, out of the Revenues and other moneys herein pledged for such payment.

A waiver of any default or breach of duty or contract by the Trustee or any Bond Owners shall not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or Bond Owners by the Refunding Bond Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee or the Bond Owners, as the case may be.

A waiver of any default by the Bond Insurer or by any Owner of Insured Bonds shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of the Bond Insurer or of any Owner of Insured Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Bond Insurer and upon the Owners of Insured Bonds or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Bond Insurer and the Owners of the Insured Bonds.

If a suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Bond Insurer or the Owners, the Authority, the Bond Insurer and the Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.

Section 8.7. Rights and Remedies of Bond Owners. No Owner of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

10.1.b
Packet Pg. 121 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 42 Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding.

The right of any Owner of any Bond to receive payment of the principal of and interest and premium (if any) on such Bond as herein provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

Section 8.8. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Bond Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

10.1.b
Packet Pg. 122 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 43 ARTICLE IX

MISCELLANEOUS
Section 9.1. Limited Liability of Authority. Notwithstanding anything in this Indenture contained, the Authority shall not be required to advance any moneys derived from any source of income other than the Revenues for the payment of the principal of or interest on the Bonds, or any premiums upon the redemption thereof, or for the performance of any covenants herein contained (except to the extent any such covenants are expressly payable hereunder from the Revenues). The Authority may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness.

The Bonds shall be revenue bonds, payable exclusively from the Revenues and other funds as in this Indenture provided. The general fund of the Authority is not liable, and the credit of the Authority is not pledged, for the payment of the interest and premium (if any) on or principal of the Bonds. The Owners of the Bonds shall never have the right to compel the forfeiture of any property of the Authority. The principal of and interest on the Bonds, respectively, and any premiums upon the redemption of any thereof, shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its income, receipts or revenues except the Revenues and other funds pledged to the payment thereof as in this Indenture provided.

Section 9.2. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is intended to give to any person other than the Authority, the Trustee, the Bond Insurer and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the Authority shall be for the sole and exclusive benefit of the Trustee, the Bond Insurer and the Owners of the Bonds.

Section 9.3. Discharge of Indenture. If the Authority shall pay and discharge any or all of the Outstanding Bonds in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on such Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and available for such purpose, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums; or
(c) by irrevocably depositing with the Trustee or any other fiduciary, in trust, Federal Securities in such amount as an Independent Accountant determines shall, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to this Indenture and available for such purpose, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates;

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Packet Pg. 123 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 44 then any such Outstanding Bond or Bonds shall be deemed to have been paid and discharged; provided, however, that any such Outstanding Bond or Bonds shall be deemed to have been paid under paragraph (c) above only if (i) in the case of Bonds to be redeemed prior to the maturity thereof, notice of such redemption shall have been mailed pursuant to Section

2.2(d) or provision satisfactory to the Trustee shall have been made for the mailing of such notice, (ii) a verification report of an Independent Accountant shall be delivered to the Trustee and the Bond Insurer, and (iii) an opinion of Bond Counsel shall be delivered to the Trustee in the case of a defeasance of Bonds, to the effect that the requirements of this Indenture have been satisfied with respect to such discharge of such Bonds. Upon a discharge of one or more Bonds as described above, and notwithstanding that any of such Bonds shall not have been surrendered for payment, the pledge of the Revenues, and other funds provided for in this Indenture with respect to such Bonds, and all other pecuniary obligations of the Authority under this Indenture with respect to such Bonds, as applicable, shall cease and terminate, except only the obligation of the Authority to comply with the covenants contained in Sections 5.7 and 6.12, to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose, to pay all expenses and costs of the Trustee and to comply with the covenants contained in Section 5.7. Any funds thereafter held by the Trustee, which are not required for said purposes, shall be paid over to the Authority or upon a Request of the Authority to the City.

Defeasance shall be accomplished only with an irrevocable deposit in escrow of certain investments referred to in this section. The deposit in the escrow must be sufficient, without reinvestment, to pay all principal and interest as scheduled on the Bonds to and including the date of redemption. Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date).

Notwithstanding the foregoing provisions of this Section, in the event that the principal, interest and premium (if any) on the Insured Bonds are paid by the Bond Insurer under the Bond Insurance Policy, the obligations of the Trustee and the Authority shall continue in full force and effect and the Bond Insurer shall be fully subrogated to the rights of all Owners of the Insured Bonds so paid. In addition, the obligations of the Trustee and the Authority hereunder shall continue in full force and effect, and shall not be terminated, until such time as the Authority shall have paid all amounts (if any) as shall be due and owing to the Bond Insurer under the Bond Insurance Policy; and the Trustee shall not distribute any funds to the Authority under the preceding paragraph unless the Authority shall have certified to the Trustee that there are no obligations then due and owing by the Authority to the Bond Insurer under the Bond Insurance Policy.

This Indenture shall not be discharged unless all amounts due or to become due to the Bond Insurer have been paid in full or duly provided for.

Section 9.4. Successor is Deemed Included in All References to Predecessor.

Whenever in this Indenture or any Supplemental Indenture either the Authority is named or referred to, such reference shall be deemed to include the successor to the powers, duties and functions, with respect to the management, administration and control of the affairs of the Authority, that are presently vested in the Authority, and all the covenants, agreements and provisions contained in this Indenture by or on behalf of the Authority shall bind and inure to the benefit of its successors whether so expressed or not.

10.1.b
Packet Pg. 124 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 45 Section 9.5. Content of Certificates. Every certificate by or on behalf of the Authority with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person or persons making or giving such certificate have read such covenant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of the signers, such condition or covenant has been complied with.

Any such certificate made or given by an officer of the Authority may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Any such certificate or opinion or representation made or given by counsel may be based, insofar as it relates to factual matters, on information with respect to which is in the possession of the Authority, or upon the certificate or opinion of or representations by an officer or officers of the Authority, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or in the exercise of reasonable care should have known that the same were erroneous.

Section 9.6. Execution of Documents by Bond Owners. Any request, consent or other instrument required by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bond Owners in person or by agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Authority if made in the manner provided in this Section 9.6.

The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgements of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof.

The ownership of Bonds shall be conclusively proved by the Bond Register. Any request, consent or vote of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of any Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in pursuance of such request, consent or vote. In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Bond Owners upon such notice and in accordance with such rules and obligation as the Trustee considers fair and reasonable for the purpose of obtaining any such action.

Section 9.7. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the Authority or the City (but excluding Bonds held in any employees’ or retirement fund) shall

10.1.b
Packet Pg. 125 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 46 be disregarded and deemed not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned or held shall be disregarded. Upon request, the Authority and the City shall specify to the Trustee those Bonds disqualified pursuant to this Section 9.7.

Section 9.8. Waiver of Personal Liability. No officer, agent or employee of the Authority shall be individually or personally liable for the payment of the interest on or principal of the Bonds; but nothing herein contained shall relieve any such officer, agent or employee from the performance of any official duty provided by law.

Section 9.9. Partial Invalidity. If any one or more of the covenants or agreements, or portions thereof, provided in this Indenture on the part of the Authority (or of the Trustee) to be performed should be contrary to law, then such covenant or covenants, such agreement or agreements, or such portions thereof, shall be null and void and shall be deemed separable from the remaining covenants and agreements or portions thereof and shall in no way affect the validity of this Indenture or of the Bonds; but the Bond Owners shall retain all rights and benefits accorded to them under the Refunding Bond Law or any other applicable provisions of law. The Authority hereby declares that it would have entered into this Indenture and each and every other section, paragraph, subdivision, sentence, clause and phrase and would have authorized the issuance of the Bonds pursuant hereto irrespective of the fact that any or more sections, paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 9.10. Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender to the Authority or the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of this Indenture, the Trustee shall destroy such Bonds in accordance with the retention policy of the Trustee then in effect.

Section 9.11. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Authority or the Trustee may be established and maintained in the accounting records of the Authority or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the Authority shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee shall be at all times maintained in accordance with corporate trust industry practices; in each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof.

10.1.b
Packet Pg. 126 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 47 Section 9.12. Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid, or sent by telegram, addressed as follows:

If to the Authority: Patterson Public Financing Authority Attention: Treasurer
c/o City of Patterson
1 Plaza
Patterson, California 95363
If to the Trustee: U.S. Bank Trust Company, National Association Attention: Corporate Trust Department
633 W. 5th Street, 24th Floor
Los Angeles, California 90071
If to the Bond Insurer:

The Authority, Bond Insurer and the Trustee may designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent.

So long as the Bond Insurance Policy remains in effect, the Trustee shall furnish to the Bond Insurer a copy of any notice required to be given hereunder to the Insured Bond Owners and any certification required to be given hereunder relating to the security for the Insured Bonds. In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel of the Bond Insurer and shall be marked to indicate "URGENT MATERIAL ENCLOSED."
Section 9.13. Unclaimed Moneys. Anything in this Indenture to the contrary notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any of the Bonds which remain unclaimed for two (2) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee after said date when such Bonds become due and payable, shall be repaid by the Trustee to the Authority, as its absolute property and free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Authority for the payment of such Bonds; provided, however, that before being required to make such payment to the Authority, the Trustee shall, at the expense of Authority, cause to be mailed to the Owners of all such Bonds, at their respective addresses appearing on the Bond Register, a notice that said moneys remain unclaimed and that, after a date in said notice, which date shall not be fewer than thirty (30) days after the date of mailing such notice, the balance of such moneys then unclaimed shall be returned to the Authority.

Section 9.14. Payment Due on Other than a Business Day. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in

10.1.b
Packet Pg. 127 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 48 the Indenture, is not a Business Day, such payment, with no interest accruing for the period after such nominal date, may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in this Indenture.

Section 9.15. Third-Party Beneficiary. The Bond Insurer shall be deemed to be a thirdparty beneficiary of this Indenture, with all rights of a third-party beneficiary.

10.1.b
Packet Pg. 128 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) [Signature Page to Indenture of Trust dated as of ____________ 1, 2023] IN WITNESS WHEREOF, the Authority has caused this Indenture to be executed by the Executive Director of the Authority, and the Trustee has caused this Indenture to be executed by one of its corporate trust officers, all as of the day and year first above written.

PATTERSON PUBLIC FINANCING

AUTHORITY
By:

Ken Irwin
Executive Director
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Officer

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Packet Pg. 129 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) A-1

EXHIBIT A

FORM OF BOND
No. _______________ $________________

PATTERSON PUBLIC FINANCING AUTHORITY
2023 REFUNDING SPECIAL TAX REVENUE BONDS
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
_____% September 1, _____ _______, 2023 ___
REGISTERED OWNER: CEDE & CO
PRINCIPAL AMOUNT: __________________ AND NO/100 DOLLARS The PATTERSON PUBLIC FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority"), for value received, hereby promises to pay (but only out of the Revenues and other funds hereinafter referred to) to the Registered Owner identified above or registered assigns (the "Registered Owner"), on the Maturity Date identified above (subject to any right of prior redemption hereinafter mentioned), the Principal Amount identified above in lawful money of the United States of America; and to pay interest thereon at the Interest Rate identified above in like money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated on or before an Interest Payment Date and after the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs, in which event it shall bear interest from such Interest Payment Date, or unless this Bond is authenticated on or prior to February 15, 2024, in which event it shall bear interest from the Dated Date identified above; provided, however, that if, at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest hereon has previously been paid or made available for payment), payable semiannually on March 1 and September 1 in each year, commencing March 1, 2024 (each, an "Interest Payment Date") until the Maturity Date stated above or date of redemption of this Bond.

The Principal Amount hereof is payable upon presentation and surrender hereof at the Trust Office (as defined in the Indenture) of U.S. Bank Trust Company, National Association (the "Trustee"). Interest hereon is payable by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the registration books of the Trustee as of the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs; provided, however, that payment of interest may be made by wire transfer to an account in the United States of America to any registered owner of Bonds in the aggregate principal amount of $1,000,000 or more upon written instructions of any such registered owner filed with the Trustee for that purpose as of the close of business on the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs.

10.1.b
Packet Pg. 130 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) A-2
This Bond is a limited obligation of the Authority, payable solely from the Revenues and funds pledged under the Indenture (as defined herein). This Bond is not a debt of the City of Patterson (the "City") or the State of California or any of its political subdivisions (except the Authority and only to the extent set forth in the Indenture), and none of said City, said State or any of its political subdivisions is liable hereon. The Authority has no taxing power.

This Bond is one of a duly authorized series of bonds of the Authority designated the "Patterson Public Financing Authority 2023 Refunding Special Tax Revenue Bonds" (the "Bonds"), limited in principal amount to $______________, secured by an Indenture of Trust dated as of ____________ 1, 2023 (the "Indenture"), by and between the Authority and the Trustee. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the Revenues (as that term is defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights and obligations of the Authority thereunder; and all of the terms of this Indenture are hereby incorporated herein and constitute a contract between the Authority and the Registered Owner, and to all of the provisions of which Indenture the Registered Owner, by acceptance, assents and agrees. The Revenues generally consist of amounts received by the Authority from special tax refunding bonds (the “CFD Bonds”) owned by the Authority and issued by the City for and on behalf of the CFD.

The Bonds are authorized to be issued pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code) (the "Refunding Bond Law"). The Bonds are limited obligations of the Authority and, as and to the extent set forth in the Indenture, are payable solely from and secured by a first lien on and pledge of the Revenues and certain other funds held by the Trustee as provided in the Indenture. The Revenues and such other funds constitute a trust fund for the security and payment of the principal of and interest on the Bonds, except to the extent otherwise provided in the Indenture. The full faith and credit of the Authority is not pledged to the payment of the principal of or interest or redemption premiums (if any) on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Authority or any of its income or receipts, except the Revenues and such other funds as provided in the Indenture.

The Bonds maturing on or before September 1, _______ are not subject to optional redemption prior to maturity. The Bonds maturing on and after September 1, ______ may be redeemed at the option of the Authority, from any source of available funds, prior to maturity on any date on or after September 1, ______, as a whole, or in part from maturities corresponding proportionately to the maturities of the CFD Bonds simultaneously redeemed, if any redemption of CFD Bonds is being accomplished in conjunction with such optional redemption, and otherwise from such maturities as are selected by the Authority, and by lot within a maturity, at a redemption price equal to principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

The Bonds are subject to mandatory call and redemption prior to maturity, as a whole or in part among such maturities as are selected by the Authority and by lot within a maturity, on any Interest Payment Date on or after ___________, from amounts received by the Authority due to the redemption of CFD Bonds from the prepayment of Special Taxes, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption:

10.1.b
Packet Pg. 131 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) A-3
Redemption
Dates
Redemption
Prices
March 1, 2024, through March 1, ____ 103%
September 1, ____, and March 1, ____ 102
September 1, ____, and March 1, ____ 101
September 1, ____, and any Interest Payment Date thereafter 100 (c) Mandatory Sinking Payment Redemption. The Bonds are subject to mandatory sinking payment redemption in part on September 1, _________, 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 fixed for redemption, without premium, from sinking payments as follows:

Redemption Date
(September 1)
Sinking
Payments
(maturity)
The amounts in the foregoing table shall be reduced pro rata as a result of any prior partial optional or special prepayment redemption.

The Authority shall deliver to the Trustee a certificate of an Independent Financial Consultant verifying that, following such prepayment of CFD Bonds and mandatory special redemption of the Bonds, the principal and interest generated from the remaining CFD Bonds is adequate to make the timely payment of principal and interest due on the Bonds that shall remain Outstanding following such redemption.

The Trustee on behalf and at the expense of the Authority shall mail by first class mail, postage prepaid, notice of any redemption to the respective owners of any Bonds designated for redemption, at their respective addresses appearing on the registration books maintained by the Trustee and to the Securities Depositories and to the Municipal Securities Rulemaking Board (as such terms are defined in the Indenture), at least thirty (30) but not more than sixty (60) days prior to the redemption date; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon.

If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption.

The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, fully registered Bonds may be exchanged at the Trust

10.1.b
Packet Pg. 132 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) A-4
Office of the Trustee for a like aggregate principal amount and maturity of fully registered Bonds of other authorized denominations.

This Bond is transferable by the Registered Owner, in person or by its attorney duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations, for the same aggregate principal amount shall be issued to the transferee in exchange herefor. The Trustee shall not be required to register the transfer or exchange of any Bond (i) during 15 days prior to selection of Bonds for redemption, or (ii) selected for redemption.

The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary. The Indenture and the rights and obligations of the Authority and of the owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time in the manner, to the extent, and upon the terms provided in the Indenture; provided that no such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal, interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee, all as more fully set forth in the Indenture.

It is hereby certified by the Authority that all things, conditions and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and by the Refunding Bond Law, and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any limit prescribed by the Constitution or statutes of the State of California or by the Refunding Bond Law.

This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon shall have been signed by the Trustee. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Trustee for registration of transfer, exchange or payment, and any Bond executed and delivered is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

10.1.b
Packet Pg. 133 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) A-5
IN WITNESS WHEREOF, the PATTERSON PUBLIC FINANCING AUTHORITY has caused this Bond to be executed in its name and on its behalf by the facsimile signature of its Chairperson and attested by the facsimile signature of its Secretary, all as of the date set forth above.

PATTERSON PUBLIC FINANCING

AUTHORITY
By:

Chairperson
Attest:

Secretary

CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture.

Date: _________________, 2023
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Signatory

10.1.b
Packet Pg. 134 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) A-6

STATEMENT OF INSURANCE
[to come if applicable]

ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto whose tax identification number is ,
the within mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Trustee with full power of substitution in the premises.

Dated: _______________
Signature guaranteed:

NOTE: Signature(s) must be guaranteed by an eligible
guarantor institution
NOTE: The signatures(s) on this Assignment must
correspond with the name(s) as written on the face of the within Bond in every particular without alteration or
enlargement or any change whatsoever

10.1.b
Packet Pg. 135 Attachment: Trust Indenture 2023 Patterson PFA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 1-
Jones Hall Draft 6.26.23

AMENDMENT TO FISCAL AGENT AGREEMENT
THIS AMENDMENT TO FISCAL AGENT AGREEMENT (this "Amendment"), dated as of __________ 1, 2023, is by and between the WEST PATTERSON FINANCING AUTHORITY, a joint powers authority organized and existing under the laws of the State of California (the "Authority") and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Fiscal Agent") and amends that certain Fiscal Agent Agreement dated as of August 1, 2013, described below.

WHEREAS, the Patterson Public Financing Authority (“PPFA”) has previously issued its special tax revenue bonds captioned (i) “$67,190,000 Patterson Public Financing Authority Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and (ii) “$6,465,000 Patterson Public Financing Authority Revenue Bonds, Subordinate Series 2013B (Community Facilities District No. 2001-1) (together, the “2013 Bonds”), pursuant to the MarksRoos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, and pursuant to an Indenture of Trust dated as of August 1, 2013 (the “2013 Indenture”), by and between the Authority and The Bank of New York Trust Company, N.A., as trustee, which trustee has been succeeded by U.S. Bank Trust Company, National Association; and WHEREAS, the 2013 Bonds are secured by a pledge of and lien on the Revenues (as such term is defined in the 2013 Indenture) consisting primarily of amounts received by the PPFA from the ownership of special tax bonds of the Authority captioned “West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2,” and “West Patterson Financing Authority Community Facilities District No. 2001-1 (Public Improvements) Special Tax Bonds, Series 2013-B” (the “CFD Bonds”); and
WHEREAS, in connection with the CFD Bonds, the Authority and The Bank of New York Trust Company, N.A., entered into a Fiscal Agent Agreement dated as of August 1, 2013, and The Bank of New York Trust Company, N.A. has been succeeded thereunder by U.S. Bank Trust Company, National Association as the Fiscal Agent; and WHEREAS, the PPFA desires to refund the 2013 Bonds maturing on or after September 1, 2024 through the issuance and sale of its 2023 Refunding Special Tax Revenue Bonds (the "2023 PPFA Bonds"), which shall be secured by a pledge of and lien on the revenues, consisting primarily of receipt by the PPFA of payments on the CFD Bonds; and WHEREAS, the Authority and the Fiscal Agent desire to amend the Fiscal Agent Agreement to reflect the retirement of the 2013 Bonds and establish the CFD Bonds as security for the 2023 PPFA Bonds;
NOW, THEREFORE, the Authority and the Fiscal Agent agree as follows:

Section 1. Definitions. The following definitions in the Fiscal Agent Agreement are hereby modified as follows.

10.1.c
Packet Pg. 136 Attachment: Amendment to Fiscal Agent Agmt 2023 Patterson PFA v2 (Authorizing the Issuance and Sale of Refunding Special Tax Revenue 2-
"Authority Bonds" shall mean the Patterson Public Financing Authority’s “2023 Refunding Special Tax Revenue Bonds.”
"Authority Bonds Indenture" shall mean the Indenture of Trust, dated as of _________ 1, 2023 by and between the PPFA and the Trustee.
“Delinquency Maintenance Fund” is deleted.
“DMF Requirement” is deleted.
“Maximum DMF Requirement” is deleted.
“Fiscal Agent” means U.S. Bank Trust Company, National Association. “Reserve Fund” is deleted.
“Reserve Requirement” is deleted.
"Trustee" means U.S. Bank Trust Company, National Association as trustee under the Authority Bonds Indenture.

Section 2. Elimination of Reserve Fund. A Reserve Fund is no longer required to be maintained under the Fiscal Agent Agreement; as such, Section 4.03 of the Fiscal Agent Agreement is deleted. The fund established under Section 4.03 shall be closed on the date of issuance of the 2023 PPFA Bonds. All moneys in such fund on that date shall be transferred to Trustee, to be applied as directed in the Authority Bonds Indenture. All references in the Fiscal Agent Agreement to the Reserve Fund and the Reserve Requirement are deemed inoperable and deleted.

Section 3. Elimination of Delinquency Maintenance Fund. A Delinquency Maintenance Fund is no longer required to be maintained under the Fiscal Agent Agreement; as such, Section 4.04 of the Fiscal Agent Agreement is deleted. The fund established under Section 4.04 shall be closed on the date of issuance of the 2023 PPFA Bonds. All moneys in such fund on that date shall be transferred to Trustee, to be applied as directed in the Authority Bonds Indenture. All references in the Fiscal Agent Agreement to the Delinquency Maintenance Fund and the DMF Requirement are deemed inoperable and deleted.

Section 4. Amendment to Section 4.4. Section 4.4 is supplemented to add the following subsection (E):
(E) Surplus. Any amounts transferred to the Surplus Fund pursuant to Section 4.2(d) hereof shall no longer be considered Revenues and are not pledged to repay the Bonds.

In the event there has been a draw on the Reserve Fund established for the Authority Bonds, or a reimbursement obligation to the provider of a Qualified Reserve Fund Credit Instrument (as defined in the Authority Bonds Indenture) for the Authority Bonds, moneys in the Surplus Fund shall first be used for transfer to the trustee under the Authority Bonds Indenture for deposit into the Revenue Fund established thereunder.

After the foregoing transfer, any surplus remaining in the Bond Fund shall be available for transfer to the Authority to be used for any lawful purpose related to the District.

10.1.c
Packet Pg. 137 Attachment: Amendment to Fiscal Agent Agmt 2023 Patterson PFA v2 (Authorizing the Issuance and Sale of Refunding Special Tax Revenue 3-
Section 5. Notices. The address for notice to the Fiscal Agent is changed to:

U.S. Bank Trust Company, National Association
Attention: Corporate Trust Department
633 W. 5th Street, 24th Floor
Los Angeles, California 90071
IN WITNESS WHEREOF, the Authority has caused this Amendment to Fiscal Agent Agreement to be executed by the Executive Director of the Authority, and the Fiscal Agent has caused this Amendment to Fiscal Agent Agreement to be executed by one of its corporate trust officers, all as of the day and year first above written.

WEST PATTERSON FINANCING

AUTHORITY
By:

Ken Irwin
Executive Director
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent
By:

Authorized Officer

10.1.c
Packet Pg. 138 Attachment: Amendment to Fiscal Agent Agmt 2023 Patterson PFA v2 (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Jones Hall Draft June 11, 2023

ESCROW AGREEMENT
Relating to the Redemption of:
$67,190,000
Patterson Public Financing Authority
Revenue Bonds, Senior Series 2013A
(Community Facilities District 2001-1)
and
$6,465,000
Patterson Public Financing Authority
Revenue Bonds, Senior Series 2013B
(Community Facilities District 2001-1)
This ESCROW AGREEMENT (this “Agreement”), made and entered into as of __________ 1, 2023, by and among the PATTERSON PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the Constitution and laws of the State of California (the “Authority”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, national banking association duly organized and existing under the laws of the United States of America, as escrow agent (the “Escrow Agent”).

B A C K G R O U N D:

WHEREAS, the Governing Board of the West Patterson Financing Authority (the “WPFA”) has heretofore undertaken proceedings and declared the necessity to issue bonds captioned “Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2,” and “Special Tax Bonds, Series 2013-B” on behalf of its Community Facilities District No. 2001-1 (Public Improvements) (the “District”) under the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the California Government Code; and WHEREAS, in order to purchase the WPFA Special Tax Bonds, on August 14, 2013, the Authority issued its revenue bonds captioned $67,190,000 “Patterson Public Financing Authority 2013 Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and $6,465,000 “Patterson Public Financing Authority Revenue Bonds Subordinate Series 2013B (Community Facilities District No. 2001-1) (the “2013 Authority Bonds”) pursuant to an Indenture of Trust dated as of August 1, 203 (the “2013 Indenture”) by and between the Authority and U.S.

Bank National Association (as successor trustee to the Bank of New York Mellon Trust Company, N.A.) (the “2013 Trustee”); and
WHEREAS, the 2013 Authority Bonds are subject to optional redemption on any date on or after September 1, 2023, at a redemption price equal to the principal amount of the 2013 Authority Bonds to be redeemed, together with accrued interest to the date of redemption, without premium.

WHEREAS, in order to refund and defease the 2013 Authority Bonds, the Authority has determined to issue its bonds captioned “Patterson Public Financing Authority Public Financing

10.1.d
Packet Pg. 139 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 2 Authority 2023 Refunding Special Tax Revenue Bonds” (the “2023 Bonds”), under the MarksRoos Local Bond Pooling Act of 1985, being Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code, and an Indenture of Trust dated as of _________ 1, 2023 (the “2023 Indenture”) to be entered into between the Authority and U.S. Bank Trust Company, National Association, as trustee; and
WHEREAS, the Authority wishes to enter into this Agreement to provide for the proceeds of sale of the 2023 Bonds, together with other funds held by the Escrow Agent, in its capacity as trustee for the 2013 Authority Bonds, to be deposited in an irrevocable special escrow fund created and maintained with the Escrow Agent for the purpose of providing for the defeasance and redemption in full of the outstanding 2013 Authority Bonds.

WHEREAS, the Escrow Agent has full powers to act with respect to said escrow fund and to perform the duties and obligations to be undertaken pursuant to this Agreement.

NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

Section 1. Appointment of Escrow Agent. The Authority hereby appoints U.S. Bank Trust Company, National Association as escrow agent for all purposes of this Agreement and in accordance with the terms and provisions of this Agreement, and the Escrow Agent hereby accepts such appointment.

Section 2. Establishment of Escrow Fund. There is hereby created the Escrow Fund to be held by the Escrow Agent, separate and apart from any funds or accounts of the Escrow Agent or the Authority, as an irrevocable escrow securing payment of principal of and interest on the 2013 Authority Bonds as hereinafter set forth.

All cash and Defeasance Securities (as defined herein) in the Escrow Fund are hereby irrevocably pledged as a special fund for the payment and prepayment of the 2013 Authority Bonds in accordance with the terms hereof. If at any time the Escrow Agent receives actual knowledge that the cash and amounts in the Escrow Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Agent will notify the Authority of such fact and the Authority will immediately cure such deficiency from any source of legally available funds.

As used herein, the term “Defeasance Securities” means the federal securities set forth on Exhibit A hereto and hereby incorporated herein.

Section 3. Deposit into Escrow Fund; Investment of Amounts. (a) Deposits into Escrow Accounts. Within the Escrow Fund the Escrow Agent shall establish a “2013A Bonds Account” and “2013B Bonds Account” for the payment and prepayment of the 2013 Bonds. Such accounts shall be funded in the amounts set forth below from the sources set forth below:
2013A Bonds Account: Total Deposit: $_____________;
(i) from the 2023 Trustee out of the proceeds of the 2023 Bonds, the amount of $__________; and

10.1.d
Packet Pg. 140 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 3 (ii) from the 2013 Trustee from funds on hand related to the 2013A Bonds held by the Escrow Agent as 2013 Trustee, the amount of $__________ from [the 2013A Bonds Project Fund] and the amount of $__________ from the 2013A Bonds Reserve Account, for a total amount of $__________.
2013B Bonds Account: Total Deposit: $___________;
(i) from the 2023 Trustee out of the proceeds of the 2023 Bonds, the amount of $__________; and
(ii) from the 2013 Trustee from funds on hand related to the 2013A Bonds held by the Escrow Agent as 2013 Trustee, the amount of $__________ from [the 2013A Bonds Project Fund] and the amount of $__________ from the 2013A Bonds Reserve Account, for a total amount of $__________.

After the foregoing transfers have been made, any amounts remaining in any funds or accounts established under the 2013 Indenture shall be transferred to the 2023 Trustee and deposited into the Interest Account of the Debt Service Fund established for the 2023 Bonds, and such accounts and funds shall be closed.
(b) Investment of Amounts Deposited.
(i) 2013A Bonds Account. With respect to the aggregate $____________ deposited into the 2013A Bonds Account of the Escrow Fund, the Escrow Agent will:
(1) invest $__________ of the moneys deposited in the Defeasance Securities described in Exhibit A hereto; and
(2) hold the remaining $____ in cash uninvested.
(ii) 2013B Bonds Account. With respect to the aggregate $3,894,485.45 deposited into the 2013B Bonds Account of the Escrow Fund, the Escrow Agent will:
(1) invest $________ of the moneys deposited in the Defeasance Securities described in Exhibit A hereto; and
(2) hold the remaining $____ in cash uninvested.

The Defeasance Securities and cash will be deposited with and held by the Escrow Agent in the Escrow Fund solely for the uses and purposes set forth herein. The Escrow Agent will have no lien upon or right of set off against the Defeasance Securities and cash at any time on deposit in the Escrow Fund. The Escrow Agent may create such subaccounts within the Escrow Fund as it may require to accomplish the purposes of this Escrow Agreement. Each account has been funded with an amount sufficient to pay interest and principal set forth in Exhibit B; any investment earnings on amounts on deposit in each account shall be invested in a money market fund of the Escrow Agent’s bank, and such interest earnings shall be maintained in the Escrow Fund until the fund is terminated.

Section 4. Instructions as to Application of Deposit. The total amount of Defeasance Securities and cash deposited in the Escrow Fund pursuant to Section 3 will be applied by the Escrow Agent to the payment and prepayment of the 2013 Authority Bonds in accordance with

10.1.d
Packet Pg. 141 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 4 the agreements governing the 2013 Authority Bonds on the date(s) and in the amounts set forth on Exhibit B hereto. Any amounts remaining in the Escrow Fund following the full prepayment of all of the 2013 Authority Bonds will be transferred by the Escrow Agent to the 2013 Trustee, for deposit to the Interest Account of the Revenue Fund established under the 2023 Indenture to be used to pay debt service on the 2023 Bonds.

Section 5. Election to Prepay and Redeem; Notices. The Authority hereby irrevocably elects to (i) prepay adn redeem all of the 2013 Bonds outstanding on September 1, 2023. The Escrow Agent is hereby directed to give a Notice of Defeasance and Redemption of the 2013 Bonds on the issuance date of the 2023 Bonds, substantially in the form attached hereto as Exhibit C, to the Municipal Securities Rulemaking Board (MSRB)’s Electronic Municipal Market Access (EMMA) system accessible at the emma.msrb.org website.

Section 6. Extraordinary Matters for Redemption of 2013 Bonds. Pursuant to Section

2.2(a)(iii) of the 2013 Indenture, the Authority the delivery of this Escrow Agreement to the Escrow Agent, in its capacity as Trustee under the 2013 Indenture, constitutes notice of the proposed optional redemption of the Bonds.

Section 7. Excess Moneys in Escrow Fund. Upon prepayment of all of the 2013 Bonds outstanding on September 1, 2023, all moneys remaining in the 2013A Bonds Account of the Escrow Fund or the 2013B Bonds Account of the Escrow Fund shall be transferred to the 2023 Trustee with direction to the 2023 Trustee to deposit such moneys in the Interest Account of the Revenue Fund established under the 2023 Indenture and to be used to pay debt service on the 2023 Bonds.

Section 8. Compensation to Escrow Agent. From proceeds of the 2013 Authority Bonds or other lawfully available sources, the Authority will pay the Escrow Agent full compensation for its duties under this Agreement, including out-of-pocket costs such as publication costs, prepayment expenses, legal fees and other costs and expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase of any Defeasance Securities after the date hereof. Under no circumstances will amounts deposited in or credited to the Escrow Fund be deemed to be available for said purposes.

Section 9. Immunities and Liabilities of Escrow Agent.
(i) The Escrow Agent undertakes to perform only such duties as are expressly and specifically set forth in this Agreement and no implied duties or obligations will be read into this Agreement against the Escrow Agent.
(ii) The Escrow Agent will not have any liability hereunder except to the extent of its own gross negligence or willful misconduct.
(iii) The Escrow Agent may consult with counsel of its own choice (which may be counsel to the Authority) and the opinion of such counsel will be full and complete authorization to take or suffer in good faith any action in accordance with such opinion of counsel. (iv) The Escrow Agent will not be responsible for any of the recitals or representations contained herein.

10.1.d
Packet Pg. 142 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 5 (v) The Escrow Agent will not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Defeasance Securities deposited with it to pay the principal of, and interest on, the 2013 Authority Bonds.
(vi) The Escrow Agent will not be liable for any action or omission of the Authority or the Corporation under this Agreement or any related agreement. (vii) Whenever in the administration of this Agreement the Escrow Agent deems it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and established by a certificate of an authorized representative of the Authority, and such certificate will, in the absence of negligence or willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (viii) The Escrow Agent may conclusively rely, as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided, and will be protected and indemnified, in acting, or refraining from acting, upon any written notice, instruction, request, certificate, document or opinion furnished to the Escrow Agent signed or presented by the proper party, and it need not investigate any fact or matter stated in such notice, instruction, request, certificate or opinion.
(ix) The Escrow Agent may at any time resign by giving written notice to the Authority of such resignation. The Authority will promptly appoint a successor Escrow Agent by the resignation date. Resignation of the Escrow Agent will be effective upon acceptance of appointment by a successor Escrow Agent. If the Authority does not promptly appoint a successor, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Agent.

After receiving a notice of resignation of an Escrow Agent, the Authority may appoint a temporary Escrow Agent to replace the resigning Escrow Agent until the Authority appoints a successor Escrow Agent. Any such temporary Escrow Agent so appointed by the Authority will immediately and without further act be superseded by the successor Escrow Agent so appointed. (x) The Authority covenants to indemnify and hold harmless the Escrow Agent against any loss, liability or expense, including legal fees, in connection with the performance of any of its duties hereunder, except the Escrow Agent will not be indemnified against any loss, liability or expense resulting from its gross negligence or willful misconduct.

Section 10. Amendment. This Agreement may be amended by the parties hereto, (i) without the consent of the owners of the 2013 Authority Bonds, but only if such amendment is made (a) to cure, correct or supplement any ambiguous or defective provision contained herein, (b) to pledge additional security to the payment and prepayment of the 2013 Authority Bonds, or (c) to deposit additional monies for the purposes of this Agreement, or (ii) with the consent of 100% of the owners of the 2013 Authority Bonds outstanding, and only if there will have been filed with the Authority, the Corporation and the Escrow Agent a written opinion of Jones Hall, A Professional Law Corporation, as special counsel, stating that any such amendment will not materially adversely affect the interests of the owners of the 2013 Authority Bonds, and that any such amendment will not cause the portion of lease payments representing interest payable with

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Packet Pg. 143 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 6 respect to the 2013 Authority Bonds to become includable in the gross income of the owners thereof for federal income tax purposes.

Section 11. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which will be an original and all of which will constitute but one and the same instrument.

Section 12. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of California.

Section 13. Severability. In the event any provision of this Agreement will be held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof.
[Remainder of page intentionally left blank. Signature on next page.]

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Packet Pg. 144 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) [Signature Page to Escrow Agreement dated as of _____________ 1, 2023] IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly authorized officers all as of the date first above written.

PATTERSON PUBLIC FINANCING

AUTHORITY
By:

Executive Director
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Escrow Agent
By:

Authorized Officer

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Packet Pg. 145 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) A
-1

EXHIBIT A
DEFEASANCE SECURITIES 2013A BONDS ACCOUNT
Type of
Security Maturity Date Amount Rate Total Receipts
9/1/2023
2013B BONDS ACCOUNT
Type of
Security Maturity Date Amount Rate Total Receipts
9/1/2023

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Packet Pg. 146 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) B-1

EXHIBIT B

SCHEDULE OF PAYMENT AND PREPAYMENT/REDEMPTION
2013A Bonds
Period
Ending Interest
Principal
Prepaid Total
9/1/2023
2013B Bonds
Period
Ending Interest
Principal
Prepaid Total
9/1/2023

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Packet Pg. 147 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds)

EXHIBIT C

NOTICE OF DEFEASANCE AND REDEMPTION
67,190,000
Patterson Public Financing Authority
Revenue Bonds, Senior Series 2013A
(Community Facilities District 2001-1)
and
$6,465,000
Patterson Public Financing Authority
Revenue Bonds, Senior Series 2013B
(Community Facilities District 2001-1)
Date of Issuance: August 14, 2023
NOTICE IS HEREBY GIVEN, by the Patterson Public Financing Authority (the “Authority”) with respect to the captioned securities (the “Bonds”), that it has defeased the Bonds set forth below as of _________, 2023 and has irrevocably elected to optionally prepay such Bonds on September 1, 2023. Amounts sufficient for such prepayment have been deposited into an escrow fund held by U.S. Bank Trust Company, National Association, for such purpose.

The Bonds that have been defeased and that the Authority has elected to optionally prepay on September 1, 2023 consist of the following:

Senior Series 2013A:

Maturity Date
(September 1)
Outstanding
Principal
Amount
Interest
Rate
*CUSIP No.
(703380)
2030 $_________,000 5.250% CH6
2039 _________,000 5.750 CJ2
Subordinate Series 2013B:

Maturity Date
(September 1)
Outstanding
Principal
Amount
Interest
Rate
*CUSIP No.
(703380)
2039 _$________,000 5.875 CK9
* CUSIP data are provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by S&P Capital IQ. The Agency and the Trustee shall not be responsible for the selection or use of the CUSIP numbers listed above, nor is any representation made as to the accuracy of the CUSIP numbers listed above or as printed on any Bond; the CUSIP numbers are included solely for the convenience of the owners of the Bonds.

Dated: __________, 2023 U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee for the Bonds and as Escrow Agent

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Packet Pg. 148 Attachment: Escrow Agreement Patterson (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) Jones Hall Draft 6.26.23
PRELIMINARY OFFICIAL STATEMENT DATED ____________, 2023 NEW ISSUE-FULL BOOK ENTRY RATINGS: Insured Bonds: S&P: “____” Underlying Rating: S&P: “A”
(See “RATINGS” herein)
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax.

Interest on the Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. See "LEGAL MATTERS — Tax Matters" herein. $____________*

PATTERSON PUBLIC FINANCING AUTHORITY

SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 2023
Dated: Date of Delivery Due: September 1, as shown on inside cover General. The Special Tax Revenue Refunding Bonds, Series 2023 (the “Bonds”) are being issued by the Patterson Public Financing Authority (the “Authority”) to refund the Authority’s outstanding Revenue Bonds, Senior Series 2013A (Community Facilities District 2001-1) and Subordinate Series 2013B (Community Facilities District 2001-1) (together, the “2013 Bonds”), to provide for a Reserve Fund, as described herein, and to provide the City with money for capital improvements. The 2013 Bonds were issued by the Authority primarily to assist the City of Patterson (the “City”) in the financing and refinancing of certain special tax bonds issued by the City to finance improvements for its Community Facilities District No. 2001-1 (Public Improvements) (the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”).

Bond Terms. The Bonds will be issued in denominations of $5,000 or any integral multiple of $5,000. Interest is payable semiannually on each March 1 and September 1, commencing March 1, 2024. The Bonds will be initially issued only in bookentry form and registered to Cede & Co. as nominee of The Depository Trust Company (“DTC”), which will act as securities depository of the Bonds. Principal and interest (and premium, if any) on the Bonds is payable by the Trustee to DTC, which remits such payments to its Participants for subsequent distribution to the registered owners as shown on the Trustee’s books.

See “THE BONDS – General Provisions” and “– Book-Entry Only System.” Security and Sources of Payment for the Bonds and CFD Bonds. The Bonds are payable solely from “Revenues” pledged by the Authority under the Indenture (described herein), which consist primarily of payments received by the Authority as owner of bonds issued on behalf of the District by the West Patterson Financing Authority captioned “Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2,” and “Special Tax Bonds, Series 2013-B” (collectively, the “CFD Bonds”). The CFD Bonds are payable from special taxes levied on parcels within the District on the regular county tax bills sent to owners of property against which there are unpaid special taxes, which payments are secured by liens on parcels within the CFD as authorized under the Act, as more fully described herein. Debt service payments on the CFD Bonds are payable to the Trustee, on behalf of the Authority as owner of the CFD Bonds. Scheduled payments under the CFD Bonds are sufficient to permit the Authority to pay the principal of and interest on the CFD Bonds. The CFD Bonds are not being refunded or amended in connection with the issuance of the Bonds. See “SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR.” Reserve Fund. Under the Indenture, the Trustee will establish a Reserve Fund for the purpose of paying debt service on the Bonds in the event of insufficient Revenues. See “SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR – Reserve Fund.”
Redemption. The Bonds are subject to redemption prior to maturity as described herein. See “THE BONDS – Redemption.”
Risk Factors. The Bonds are payable from limited revenue sources. See “RISK FACTORS” for a discussion of the risk factors that should be considered in evaluating the investment quality of the Bonds. [Bond Insurance and Reserve Fund Insurance. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a municipal bond insurance policy to be issued by ______________ concurrently with the delivery of the Bonds. B_____ will also issue a reserve fund insurance policy for deposit into the Reserve Fund being established for the Bonds.]
[insurer logo]

THE BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED SOLELY BY THE REVENUES AND FUNDS PLEDGED THEREFOR IN THE INDENTURE. THE BONDS ARE NOT A DEBT OR

LIABILITY OF THE AUTHORITY, THE CITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISIONS THEREOF

OTHER THAN THE AUTHORITY TO THE LIMITED EXTENT DESCRIBED HEREIN, AND NEITHER THE FAITH AND

CREDIT OF THE AUTHORITY, THE CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS ARE PLEDGED TO

THE PAYMENT OF PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS AND NEITHER THE AUTHORITY (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN), THE CITY, THE STATE NOR ANY OF ITS POLITICAL

SUBDIVISIONS IS LIABLE THEREFOR, NOR IN ANY EVENT SHALL THE BONDS OR ANY INTEREST THEREON BE

PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE OF THE AUTHORITY AS SET FORTH IN THE INDENTURE. NEITHER THE BONDS NOR THE OBLIGATION TO MAKE PAYMENTS ON THE CFD BONDS CONSTITUTES

AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN

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Packet Pg. 149 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE AUTHORITY HAS NO TAXING POWER.

Maturity Schedule
(see inside cover)
The Bonds will be offered when, as and if issued and received by Hilltop Securities, Inc., as underwriter, subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, as Bond Counsel. Certain legal matters will be passed upon for the Authority and the WPFA by the City Attorney of the City. Jones Hall is also serving as Disclosure Counsel to the Authority. Kutak Rock LLP, Irvine, California, is acting as counsel to the Underwriter. It is anticipated that the Bonds in definitive form will be available for delivery through the facilities of DTC on or about _________, 2023. [HILLTOP LOGO]
The date of this Official Statement is _______, 2023.
* Preliminary; subject to change.

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Packet Pg. 150 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds)

MATURITY SCHEDULE
$__________

PATTERSON PUBLIC FINANCING AUTHORITY

SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 2023
(Base CUSIP†: _________)
$________________ Serial Bonds
Maturity Date
(September 1)
Principal
Amount
Interest
Rate Yield Price CUSIP†
$__________ __________% Term Bonds Due September 1, 20__; Price: ________ to Yield: ________% CUSIP† ___________
† CUSIP is a Registered Trademark of The American Bankers Association. FactSet Research Systems Inc. operates The CUSIP Service Bureau for the ABA. These data are not intended to create a database and do not serve in any way as a substitute for the CUSIP services. Neither the Authority, the City nor the Underwriter is responsible for the selection or correctness of the CUSIP numbers set forth above.

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Packet Pg. 151 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds)

PATTERSON PUBLIC FINANCING AUTHORITY
(STANISLAUS COUNTY, CALIFORNIA)

BOARD OF DIRECTORS OF THE AUTHORITY

AND MEMBERS OF THE CITY COUNCIL
Michael Clauzel, Mayor/Chairperson of the Authority
Shivaugn Alves, Councilmember/Boardmember
Jessica Romero, Councilmember/Boardmember
Dominic Farinha, Councilmember/Boardmember
Carlos Roque, Councilmember/Boardmember

CITY AND AUTHORITY OFFICERS
Ken Irwin, City Manager/Executive Director
Jennifer Riedeman, Finance Director/Treasurer
White Brenner LLP, City Attorney/Authority Counsel
Aracely Alegre, City Clerk/Secretary
___________________________________________

SPECIAL SERVICES
Bond Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Trustee
U.S. Bank Trust Company, National Association
San Francisco, California
Municipal Advisor
Del Rio Advisors, LLC
Modesto, California
Community Facilities District Administrator
Goodwin Consulting Group, Inc.

Sacramento, California
Verification Agent
___________
___________
Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California

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Packet Pg. 152 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds)

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the Bonds.

Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the Authority or the City, in any press release and in any oral statement made with the approval of an authorized officer of the City, the words or phrases “will likely result,” “are expected to”, “will continue”, “is anticipated”, “estimate”, “project,” “forecast”, “expect”, “intend” and similar expressions identify “forward looking statements.” Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the Authority or the City since the date hereof.

Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the Authority or the City to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the Authority, the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

Involvement of Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the City since the date hereof.

All summaries of the documents referred to in this Official Statement, are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions.

Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public offering prices set forth on the cover page hereof and said public offering prices may be changed from time to time by the Underwriter.

Insurer Disclaimer. [ to come if applicable]
Website. The City maintains an Internet website; however, the information on that website is not incorporated into this Official Statement.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT.

THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

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Packet Pg. 153 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) i

TABLE OF CONTENTS
INTRODUCTION ........................................................2 FINANCING PLAN......................................................6 ESTIMATED SOURCES AND USES OF FUNDS......7
THE BONDS...............................................................8 General Provisions .................................................8 Redemption*...........................................................8 Book-Entry Only System ......................................11 Registration, Transfer and Exchange of Bonds....11
DEBT SERVICE SCHEDULES AND COVERAGE ..13

SECURITY FOR THE BONDS AND SOURCES OF
PAYMENT THEREFOR .......................................15 Limited Obligation.................................................15 Revenues and Flow of Funds...............................16 Surplus Fund ........................................................17 Reserve Fund.......................................................17 Additional Bonds and CFD Bonds for Refunding
Purposes Only .................................................18 SECURITY FOR THE CFD BONDS.........................19
General.................................................................19 Special Taxes.......................................................19 Rate and Method..................................................21 Prepayment and Satisfaction of Special Tax........24
Special Tax Fund..................................................24 Bond Fund............................................................25 No Additional Obligations of District .....................25 Covenant for Superior Court Foreclosure.............26
BOND INSURANCE .................................................27 THE DISTRICT.........................................................28 Introduction...........................................................28 General.................................................................28 Formation of the District and Issuance of Previous
Bonds...............................................................32 Assessed Values..................................................35 Top Ten Taxpayers ..............................................35 Value-to-Lien Ratios ............................................ 36 Special Tax Collection and Delinquency Rate..... 39
Projected Overall Tax Burden.............................. 41 Direct and Overlapping Governmental Obligations42
RISK FACTORS....................................................... 44 Limited Obligation to Pay Debt Service ............... 44 Levy and Collection of the Special Taxes............ 44 Payment of Special Taxes is not a Personal
Obligation of the Property Owners .................. 45 Assessed Valuations............................................ 45 Property Values ................................................... 45 Enforcement of Special Taxes on Governmentally
Owned Properties............................................ 47 Bankruptcy Delays............................................... 49 Disclosure to Future Purchasers.......................... 49 No Acceleration; Right to Pursue Remedies........ 50
Loss of Tax Exemption ........................................ 50 Voter Initiatives .................................................... 50 No Acceleration Provisions.................................. 51 Secondary Market for Bonds ............................... 51 Cyber Security ..................................................... 51 THE AUTHORITY .................................................... 52 LEGAL MATTERS ................................................... 52 Tax Matters.......................................................... 53 Absence of Litigation............................................ 55 Legal Opinion....................................................... 55 RATINGS ................................................................. 55 UNDERWRITING..................................................... 55 CONTINUING DISCLOSURE.................................. 56 MISCELLANEOUS................................................... 58 Verification of Mathematical Computations.......... 58
Professionals Involved in the Offering ................. 58 Execution ............................................................. 58 APPENDIX A - Summary of Certain Provisions of Principal Legal Documents APPENDIX B - General Information about the City of Patterson and Stanislaus County APPENDIX C - Rate and Method of Apportionment of Special Taxes for the CFD APPENDIX D - Form of Bond Counsel Opinion
APPENDIX E - Form of Continuing Disclosure Certificate
APPENDIX F - DTC and the Book-Entry-Only System
[APPENDIX G - Specimen Municipal Bond Insurance Policy]

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Packet Pg. 154 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 2 OFFICIAL STATEMENT
$______________1

PATTERSON PUBLIC FINANCING AUTHORITY

SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 2023
This Official Statement, including the cover page and the appendices hereto, is provided to furnish information regarding the issuance by the Patterson Public Financing Authority (the “Authority”) of its Special Tax Revenue Refunding Bonds, Series 2023 (the “Bonds”) in the aggregate principal amount set forth above.

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Indenture or the CFD Fiscal Agent Agreement described herein.

INTRODUCTION
This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement.

The offering of the Bonds to potential investors is made only by means of the entire Official Statement. Capitalized terms used but not defined in this Official Statement have the meanings set forth in the Indenture (as defined below). See “APPENDIX A – Summary of Certain Provisions of Principal Legal Documents.”
Financing Plan. The Bonds are being issued by the Authority to refund the Authority’s outstanding special tax revenue bonds captioned (i) “$67,190,000 Patterson Public Financing Authority Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and (ii) “$6,465,000 Patterson Public Financing Authority Revenue Bonds, Subordinate Series 2013B (Community Facilities District No. 2001-1) (together, the “2013 Bonds”). The 2013 Bonds were issued by the Authority primarily to assist the City of Patterson (the “City”) in the financing and refinancing of certain special tax bonds issued by the West Patterson Financing Authority (the “WPFA”) to refinance and finance improvements for its Community Facilities District No. 2001-1 (Public Improvements) (the “CFD” or the “District”).

In connection with the issuance by the Authority of the 2013 Bonds, the WPFA in 2013 issued and sold to the Authority its “Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013-A-2,” and “Special Tax Bonds, Series 2013-B” (collectively, the “CFD Bonds”). Payment on the CFD Bonds provided the primary security and source of payment for the 2013 Bonds and will provide the primary security and source of payment for the Bonds. The CFD Bonds are not being refunded or amended in connection with the issuance of the Bonds. See “FINANCING 1 Preliminary; subject to change.

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Packet Pg. 155 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 3 PLAN” and “SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR” herein.

Authority for Issuance. The Bonds are issued under the provisions of Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Bond Law”), and the terms of an Indenture dated as of _______ 1, 2023 (the “Indenture”) by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The CFD Bonds were issued in 2013 by the WPFA under the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Act”), and a Fiscal Agent Agreement, dated as of August 1, 2013, as amended by the Amendment to Fiscal Agent Agreement dated as of _______ 1, 2023 (together, the “CFD Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as successor to The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “CFD Fiscal Agent”).

The Authority and the City. The Authority is a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “State”). The WPFA is likewise a joint exercise of powers authority. Both the Authority and the WPFA are managed and controlled by the City. The City is a general law city duly organized and existing under the laws of the State, located within Stanislaus County (the “County”). For more information about the City and the County, see “APPENDIX B - General Information about the City of Patterson and Stanislaus County.”
Security for the Bonds and CFD Bonds. The Bonds are special obligations of the Authority, payable from and secured by “Revenues” (as defined in the Indenture and described herein) of the Authority consisting primarily of payments received by the Authority from the WPFA in connection with the CFD Bonds. The Bonds are structured so that the scheduled payments to be received by the Authority on the CFD Bonds are sufficient to pay the principal of and interest on the Bonds when due. See “SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR” and “SECURITY FOR THE CFD BONDS” below.

The Bonds are secured by a lien on and security interest in all of the Revenues and any other amounts held in certain funds established under the Indenture. See “SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR – Revenues and Flow of Funds.” A reserve fund for the CFD Bonds established in 2013 under the CFD Fiscal Agent Agreement will be closed as of the date of issuance of the Bonds. A reserve fund for the Bonds will be established and held by the Trustee under the Indenture..

The CFD Bonds were issued upon and are secured by special taxes (the “Special Tax” or “Special Taxes”) levied against taxable property in the District, and such unpaid Special Taxes are secured by a lien on taxable parcels in the District and constitute a trust fund for the redemption and payment of the principal of the CFD Bonds and the interest thereon.

The Special Taxes are levied by the Authority on taxable real property within the boundaries of the District. The Special Tax applicable to each taxable parcel is levied and collected according to the tax liability determined by staff of the City and the administrator of the CFD through the application of a rate and method of apportionment of Special Tax for the District (the “Rate and Method”), which was approved by the WPFA in connection with the formation of the District. The Rate and Method for the District is set forth in APPENDIX C. The Special Taxes represent liens on the parcels of land subject to a Special Tax, and failure to pay

10.1.e
Packet Pg. 156 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 4 the Special Taxes could result in proceedings to foreclose the delinquent property. See “SECURITY FOR THE CFD BONDS — Special Tax Methodology.” Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District, and the owners have made no commitment to pay the principal of or interest on the CFD Bonds or the Bonds or to support payment of the Bonds in any manner. In the event of delinquency, proceedings may be conducted only against the particular parcel securing the delinquent Special Tax.

Additional Bonds and CFD Bonds for Refunding Purposes Only. The Authority covenants in the Indenture that no additional bonds, notes or other indebtedness shall be issued or incurred which are payable out of Revenues in whole or in part, except that the Authority may issue additional bonds, notes or other indebtedness secured on parity with the Bonds to refund a portion of the Bonds to realize savings associated therewith. Likewise, additional CFD Bonds secured on parity with the CFD Bonds may be issued only for refunding purposes.

Bond Insurance and Reserve insurance.
[[ to come if applicable]]
The District and Value of Land in the District. The District is comprised of land located within the City and was formed to finance a portion of certain infrastructure improvements of benefit to such District. The District was formed in 2001. Of the 2,239 parcels in the District, 2,338 have been has been developed into a total of 2,338 finished single-family residential lots in six separate developments, within an area of the City locally known as Walker Ranch.

Taxable property in the District is security for the CFD Special Taxes. In connection with valuing property in the District, the Authority has obtained the 2022-23 County assessed valuation (the “Assessed Valuation”) of the taxable property in the District. The aggregate Assessed Valuation of taxable property in the District (2,338 single family homes and one undeveloped parcel) is $806,292,194.

Direct Debt Value to Lien Ratios. The aggregate Assessed Valuation of taxable property in the District is $806,292,194 (consisting solely of assessed land value and structure value), which is approximately ____* times the $__________* aggregate principal amount of the CFD Bonds (not including overlapping debt) that will be outstanding as of__________, 2023.

Overlapping Debt Value to Lien Ratios. The aggregate Fiscal Year 2022-23 Assessed Valuation of taxable property in the District is $806,292,194 (consisting solely of assessed land value and structure value), which is approximately ___* times the $_____* total direct and overlapping debt in the District (based on the amount of CFD Bonds that will be outstanding as of_____ , 2023 and overlapping bonded debt as of _____, 2023).

For more information on assessed values and value-to-lien ratios in each of the District, see “THE DISTRICT.”
* Preliminary, subject to change.

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Packet Pg. 157 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 5 Risks of Investment. See the section of this Official Statement entitled “RISK FACTORS” for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the Bonds. The Bonds are limited obligations of the Authority. Payments received by the Authority from the WPFA in connection with the CFD Bonds is the primary security and source of payment for the Bonds. The general fund of the City, the Authority or WPFA is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the CFD Bonds. The CFD Bonds and the Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the WPFA or any of its income or receipts, except the money in the Special Tax Fund (described herein) established under the CFD Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the CFD Bonds or the Bonds is a general debt, liability or obligation of the City, the WPFA or the Authority.

Limited Scope of Official Statement. There follow in this Official Statement descriptions of the Authority, the Bonds, the Indenture, the City, the CFD Bonds, the CFD Fiscal Agent Agreement, and certain other documents. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions. All statements herein with respect to such documents are qualified in their entirety by reference to each such document for the complete details of all of their respective terms and conditions. All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors’ rights generally. Terms not defined herein shall have the meanings set forth in the Indenture or the CFD Fiscal Agent Agreement, as applicable. See APPENDIX A.

The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice. Neither delivery of this Official Statement nor any sale made hereunder nor any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City or the District since the date hereof.

All financial and other information presented in this Official Statement has been provided by the City from its records, except for information expressly attributed to other sources. The presentation of information is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial or other affairs of the Authority, the City, WPFA or the District. No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future.

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Packet Pg. 158 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 6 FINANCING PLAN
The Bonds are being issued primarily to defease and refund the special tax revenue bonds issued by the Authority in 2013 captioned (i) “$67,190,000 Patterson Public Financing Authority Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and (ii) “$6,465,000 Patterson Public Financing Authority Revenue Bonds, Subordinate Series 2013B (Community Facilities District No. 2001-1). Proceeds of the Bonds will also be used to pay costs of issuance of the Bonds and to provide the City with funds to construct capital improvements within the City.

The 2013 Bonds were previously issued by the Authority to purchase the CFD Bonds from the WPFA. The CFD Bonds were issued in 2013 and are not being refunded or amended in connection with the issuance of the Bonds (although any references in the CFD Fiscal Agent Agreement to the Authority’s 2013 Bonds and the related Indenture will be amended to refer to the Bonds and the Indenture entered into in connection with the Bonds).

The 2013 Bonds will be redeemed in full on September 1, 2023 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date, without premium.

A portion of the proceeds of the Bonds will be transferred to The Bank of New York Mellon Trust Company, N.A., acting as escrow agent (the “Escrow Bank”) under an Escrow Agreement dated as of ________ 1, 2023 (the “Escrow Agreement”), by and between the Authority and the Escrow Bank on the closing date for the Bonds. These funds, together with certain amounts held by the trustee for the 2013 Bonds, which will also be transferred to the Escrow Bank, will be sufficient to pay and redeem the 2013 Bonds in full on the Redemption Date. See “MISCELLANEOUS – Verification of Mathematical Computations.” A portion of the proceeds of the Bonds will be transferred to the City for capital improvements of benefit to homes in the District. Scheduled payments under the CFD Bonds are sufficient to provide the Authority with money to pay the principal of and interest on the Bonds when due.

The moneys held by the Escrow Bank under the Escrow Agreement are pledged to the payment of the 2013 Bonds, and will not be available for the payment of the Bonds or the CFD Bonds.

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Packet Pg. 159 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 7 ESTIMATED SOURCES AND USES OF FUNDS
The sources and uses of funds relating to the Bonds and certain amounts held by the trustee for the 2013 Bonds are anticipated to be as follows:

Sources:

Principal Amount of the Bonds $
Plus: Net Original Issue Premium
Plus: Amounts held by trustee for the 2013 Bonds
Total Sources $
Uses:

Deposit to Escrow Fund(1) $
Deposit to Project Fund
Deposit to Costs of Issuance Fund(2)
Underwriter’s Discount
Total Uses $
(1) To be used to defease and redeem the 2013 Bonds.
(2) Costs of issuance include fees and expenses of the Trustee, Escrow Bank, Verification Agent, Bond Counsel, Disclosure Counsel and other professionals involved in the offering, printing costs, rating agency costs, [[premiums for the Policy]], and other related costs of issuing the Bonds.

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Packet Pg. 160 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 8 THE BONDS
This section provides summaries of the Bonds and certain provisions of the Indenture.

See “APPENDIX A – Summary of Certain Provisions of Principal Legal Documents” for a more complete summary of the Indenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

General Provisions
The Bonds will be dated their date of delivery, and will be issued in the aggregate principal amounts set forth on the inside cover page hereof. The Bonds will bear interest from their dated date at the rates per annum set forth on the inside cover page hereof, payable semiannually on each March 1 and September 1, commencing March 1, 2024 (each, an “Interest Payment Date”), and will mature in the amounts and on the dates set forth on the inside cover page hereof. The Bonds will be issued in fully registered form in denominations of $5,000 each or any integral multiple thereof.

Interest calculated on the basis of a 360-day year of twelve 30-day months on the Bonds will be payable on each Interest Payment Date to the person whose name appears on the Bond Register as the Owner of such Bond as of the fifteenth calendar day of the month preceding the month in which such Interest Payment Date occurs, whether or not such day is a Business Day (the “Record Date”) immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed on such Interest Payment Date by first class mail, postage prepaid, to the Owner at the address of such Owner as it appears on the Bond Register or by wire transfer to an account in the United States of America made on such Interest Payment Date upon instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds of a Series provided to the Trustee in writing at least 5 Business Days before the Record Date for such Interest Payment Date.

Principal of and premium (if any) on any Bond will be paid upon presentation and surrender of such Bond, at maturity or the prior redemption of such Bond, at the Trust Office of the Trustee.

Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date; or (b) it is authenticated on or before February 15, 2018, in which event it will bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest on such Bond is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on such Bond, or from the Closing Date if no interest has been paid or made available for payment.

Redemption2
Optional Redemption. The Bonds maturing on or before September 1, ______, are not subject to optional redemption prior to maturity. The Bonds maturing on and after September 1, ______, may be redeemed at the option of the Authority, from any source of available funds, prior to maturity on any date on or after September 1, ______, as a whole, or in part from maturities corresponding proportionately to the maturities of the CFD Bonds simultaneously 2 Preliminary; subject to change.

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Packet Pg. 161 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 9 redeemed, if any redemption of CFD Bonds is being accomplished in conjunction with such optional redemption, and otherwise from such maturities as are selected by the Authority, and by lot within a maturity, at a redemption price equal to principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

Mandatory Special Redemption from Prepayments. The Bonds are subject to mandatory call and redemption prior to maturity, as a whole or in part among such maturities as are selected by the Authority and by lot within a maturity, on any Interest Payment Date on or after March 1, 2024, from amounts received by the Authority due to the redemption of CFD Bonds from the prepayment of Special Taxes, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed for redemption:

Redemption
Dates
Redemption
Prices
March 1, 2024, and Interest Payment Dates to and including September 1, 2028 %
March 1, 2028 and Interest Payment Dates to and including March 1, 2039
Mandatory Sinking Fund Redemption. The Bonds maturing on September 1, ____ (the “Term Bonds”), are subject to redemption prior to their stated maturity, in part, by lot from amounts deposited into the Principal Account in the following amounts and on the following dates, at the principal amount thereof on the date fixed for redemption, without premium, but which amounts will be proportionately reduced by the principal amount of all Bonds optionally redeemed:

Mandatory Redemption Dates
(September 1)
Principal
Amount
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039 (maturity)
The redemption provisions of the Bonds and the CFD Bonds do not differ from the above.

Notice of Redemption. The Trustee on behalf, and at the expense, of the Authority will mail (by first class mail, postage prepaid) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Bond

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Packet Pg. 162 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 10 Register, and to the Securities Depositories and to the Municipal Securities Rulemaking Board, at least 20 but not more than 60 days prior to the date fixed for redemption. Neither failure to receive any such notice so mailed nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice will state the date of the notice, the redemption date, the redemption place and the redemption price and will designate the CUSIP numbers, the Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and will require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue after the redemption date.

Any such redemption notice may specify that redemption on the specified date will be subject to receipt by the Authority of moneys sufficient to cause such redemption (and will specify the proposed source of such moneys), and neither the Authority nor the Trustee will have any liability to the Owners or any other party as a result of its failure to redeem the Bonds as a result of insufficient moneys.

In addition to the foregoing notice, further notice will be given by the Trustee in said form by first class mail to any Bondowner whose Bond has been called for redemption but who has failed to submit his Bond for payment by the date which is 60 days after the redemption date, but no defect in said further notice nor any failure to give or receive all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption.

Rescission of Redemption Notice. The Authority will have the right to rescind any redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption will be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation will not constitute an Event of Default hereunder. The Trustee will mail notice of rescission of redemption in the same manner notice of redemption was originally provided.

Selection of Bonds of a Maturity for Redemption. Unless otherwise provided under the Indenture, whenever provision is made in the Indenture or in the applicable Supplemental Indenture for the redemption of fewer than all of the Bonds of a maturity, the Trustee will select the Bonds to be redeemed from all Bonds of such maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion will deem appropriate and fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 authorized denominations, and such separate authorized denominations will be treated as separate Bonds which may be separately redeemed.

Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption will have been duly provided, such Bonds so called will cease to be entitled to any benefit under the Indenture other than the right to receive payment of the redemption price, and no interest will accrue on such Bonds from and after the redemption date specified in such notice.

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Packet Pg. 163 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 11 Certification of Independent Financial Consultant. In connection with any optional or special mandatory redemption of Bonds from prepayments, the Authority will deliver to the Trustee a certificate of an Independent Accountant verifying that, following such redemption of Bonds, the principal and interest generated from the remaining CFD Bonds is adequate to make the timely payment of principal and interest due on the Bonds that will remain Outstanding hereunder following such redemption.

Book-Entry Only System
General. The Bonds will be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to actual purchasers of the Bonds (the “Beneficial Owners”) in the denominations set forth above, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants (as defined in this Official Statement) as described in this Official Statement. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. See “APPENDIX F — DTC and the Book-Entry-Only System.”
If the book-entry-only system is no longer used with respect to the Bonds, the Bonds will be registered and transferred in accordance with the Indenture. See “–Registration, Transfer and Exchange of Bonds” below.

Payments Made to DTC. While the Bonds are subject to the book-entry system, the principal and interest with respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the Bonds, as described in “APPENDIX F — DTC and the Book-EntryOnly System.” Registration, Transfer and Exchange of Bonds
Bond Register. The Trustee will keep or cause to be kept at its Trust Office sufficient records for the registration and transfer of the Bonds, which will be the Bond Register and will at all times during regular business hours be open to inspection by the Authority upon reasonable notice; and, upon presentation for such purpose, the Trustee will, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records, Bonds as provided under the Indenture.

Transfer of Bonds. Subject to the book-entry only provisions of the Indenture, any Bond may in accordance with its terms, be transferred, upon the Bond Register, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond is surrendered for transfer, the Authority will execute and the Trustee will thereupon authenticate and deliver to the transferee a new Bond or Bonds of like Series, tenor, maturity and aggregate principal amount. No Bonds selected for redemption will be subject to transfer, nor will any Bond be subject to transfer during the 15 days prior to the selection of Bonds for redemption.

Exchange of Bonds. Bonds may be exchanged at the Trust Office of the Trustee for Bonds of the same Series, tenor and maturity and of other authorized denominations. No Bonds selected for redemption will be subject to exchange, nor will any Bond be subject to

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Packet Pg. 164 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 12 exchange during the 15 days prior to the selection of Bonds for redemption. The Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the exchange of any Bonds.

The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection with any transfer or exchange will be paid by the Authority. However, the Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange or registration of transfer and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the replacement of any mutilated, lost or stolen Bonds.

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Packet Pg. 165 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 13 DEBT SERVICE SCHEDULES AND COVERAGE
Debt Service Schedule for the Bonds. The table below presents a schedule of debt service and debt service coverage for the Bonds, assuming no early redemptions are made.

Debt service coverage is based on annual Special Tax Levy combined for the District, as shown.

PATTERSON PUBLIC FINANCING AUTHORITY

SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 2023
Annual Debt Service Schedule
Year Ending
Sept. 1 Principal Interest Total
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
* Preliminary; subject to change.

Source: Underwriter.

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Packet Pg. 166 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 14 WEST PATTERSON FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2001-1 (PUBLIC INFRASTRUCTURE) SPECIAL TAX REFUNDING BONDS, SERIES 2013-A-1, 2013-A-2,” and 2013-B and
PATTERSON PUBLIC FINANCING AUTHORITY SPECIAL TAX REVENUE REFUNDING BONDS, SERIES 2023 Projected Debt Service Coverage - Bonds and CFD Bonds (1) Year
Ending
Sept. 1
Projected
Maximum
Special Tax (2)
Less:

Estimated
Administrative
Expenses *
Net
Maximum
Special Tax
2013 CFD Bonds
Debt Service
2013 CFD Bonds
Debt Service
Coverage
2023 Authority
Bonds
Debt Service *
2023 Authority
Bonds Debt
Service
Coverage
2024 $6,408,571 ($78,199) $6,330,372 $5,379,654 117.672% $4,866,500 110.545% 2025 $6,536,742 ($79,763) $6,456,979 $5,451,505 118.444% $4,932,250 110.528% 2026 $6,667,477 ($81,358) $6,586,119 $5,489,860 119.969% $4,964,250 110.588% 2027 $6,800,826 ($82,985) $6,717,841 $5,495,740 122.237% $4,968,750 110.606% 2028 $6,936,843 ($84,645) $6,852,198 $5,489,678 124.820% $4,966,750 110.529% 2029 $7,075,580 ($86,338) $6,989,242 $5,486,509 127.390% $4,963,250 110.543% 2030 $7,217,091 ($88,065) $7,129,027 $5,493,699 129.767% $4,968,000 110.582% 2031 $7,361,433 ($89,826) $7,271,607 $5,515,360 131.843% $4,990,250 110.523% 2032 $7,508,662 ($91,622) $7,417,039 $5,561,828 133.356% $5,028,750 110.601% 2033 $7,658,835 ($93,455) $7,565,380 $5,310,323 142.466% $4,802,250 110.580% 2034 $7,812,012 ($95,324) $7,716,688 $5,041,949 153.050% $4,558,500 110.605% 2035 $7,968,252 ($97,230) $7,871,022 $5,393,485 145.936% $4,878,500 110.556% 2036 $8,127,617 ($99,175) $8,028,442 $5,478,188 146.553% $4,954,250 110.576% 2037 $8,290,169 ($101,159) $8,189,011 $5,598,260 146.278% $5,061,750 110.599% 2038 $8,455,973 ($103,182) $8,352,791 $5,669,076 147.340% $5,128,750 110.535% 2039 $8,625,092 ($105,245) $8,519,847 $5,839,593 145.898% $5,281,500 110.567% ___________________________
* Preliminary; Subject to change.
(1) Pursuant to Section 53321(d) of the Government Code, the special tax levied against any assessor's parcel for which an occupancy permit for private residential use has been issued shall not be increased as a consequence of delinquency or default by the owner of any other assessor's parcel within the District by more than 10% above the amount that would have been levied in the fiscal year had there never been any such delinquencies or defaults. (2) Based on currently expected land uses in the CFD. Subject to change pursuant to Section D of the Rate and Method.

Sources: Hilltop Securities, Inc.; Goodwin Consulting Group, Inc.

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Packet Pg. 167 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax 15 SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR The Bonds are special obligations of the Authority, payable from and secured by Revenues (as defined herein) of the Authority consisting primarily of payments received by the Authority from the WPFA on the CFD Bonds. Scheduled payments under the CFD Bonds are sufficient to provide the Authority with money to pay the principal of and interest on the Bonds when due. This section provides summaries of the security for the Bonds and certain provisions of the Indenture. See “APPENDIX A – Summary of Certain Provisions of Principal Legal Documents” for a more complete summary of the Indenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

Limited Obligation
In order to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms and the provisions of the Indenture, and subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein, the Authority pledges all of the Revenues and any other amounts held in any fund or account established pursuant to the Indenture, other than amounts on deposit in the Rebate Fund and Surplus Fund. This pledge constitutes a first pledge of and charge and lien upon such assets for the payment of the Bonds in accordance with their terms and will be valid and binding from and after issuance of the Bonds, without any physical delivery thereof or further act. The pledge is also irrevocable until all of the bonds issued under the Indenture are no longer Outstanding.

Under the Indenture, the Authority transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds all of the Revenues and all of the right, title and interest of the Authority in the CFD Bonds, subject to the terms of the Indenture. The Trustee shall be entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. Subject to the provisions of the Indenture, the Trustee also shall be entitled to and shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the WPFA under the CFD Bonds.

The CFD Bonds are a limited obligation of the WPFA and secured primarily of monies received by the WPFA as payment of special taxes levied against taxable property within the District. Scheduled payments of the CFD Bonds are sufficient to provide the Authority with money to pay the principal of and interest on the Bonds when due. Staff of the City administers the functions of the Authority and the WPFA. The CFD Bonds are payable solely from and secured solely by the Special Taxes, and the amounts in the Special Tax Fund created with respect to the CFD Bonds (the “Special Tax Fund”) under the applicable CFD Fiscal Agent Agreement. The WPFA and the City are not obligated to advance available surplus funds of the Authority or the City treasury to cure any deficiency in any Special Tax Fund. See “SECURITY FOR THE CFD BONDS.”
All obligations of the Authority under the Indenture and the Bonds are special obligations of the Authority, payable solely from and secured by Revenues and the amounts in the funds established by the Indenture (except amounts in the Rebate Fund or Surplus Fund). All obligations of the WPFA under the CFD Fiscal Agent Agreement are not general obligations of

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Packet Pg. 168 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 16 the Authority or the City, but are limited obligations of the WPFA, payable solely from the special taxes and the funds pledged therefor under the CFD Fiscal Agent Agreement. Neither the faith and credit of the City, the Authority, the WPFA, nor of the State nor any political subdivision thereof is pledged to the payment of the Bonds or CFD Bonds.

Revenues and Flow of Funds
Revenues. The Bonds are secured by a first lien on and pledge of all of the Revenues.

The Indenture defines “Revenues” as follows:
(a) all amounts received from the CFD Bonds;
(b) any proceeds of the Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the funds and accounts established under the Indenture with respect to the Bonds (other than the Rebate Fund and the Surplus Fund); and
(c) investment income with respect to any moneys held by the Trustee in the funds and accounts established under the Indenture with respect to the Bonds (other than investment income on moneys held in the Rebate Fund or the Surplus Fund).

Collection by the Trustee. The Trustee will collect and receive all of the Revenues, and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will forthwith be paid by the Authority to the Trustee. The Trustee also is entitled to, and may take all steps, actions and proceedings reasonably necessary in its judgment to, enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the WPFA under the CFD Bonds.

Under the Indenture, the Trustee is directed to establish, maintain and hold in trust a special fund designated as the “Revenue Fund” and deposit the Revenues, when and as received by the Trustee, therein. All moneys at any time held in the Revenue Fund shall be held in trust for the benefit of the Owners and shall be disbursed, allocated, and applied solely for payment of the Bonds and for any other uses and purposes set forth in the Indenture.

Application of Revenues. For each Bond Year, on each Interest Payment Date and date for redemption of the Bonds, the Trustee will transfer from the Revenue Fund, and deposit into the following respective accounts for the Bonds, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:

Interest Account. On each Interest Payment Date and redemption date, the Trustee will deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds or to be paid on the Bonds being redeemed on such date. No deposit need be made into the Interest Account if the amount contained in such account is at least equal to the interest becoming due and payable upon all Outstanding Bonds on the next succeeding Interest Payment Date or redemption date, as applicable.

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Packet Pg. 169 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 17 All moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it becomes due and payable (including accrued interest on any Bonds redeemed prior to maturity). If the amounts on deposit in the Interest Account on any Interest Payment Date or redemption date are insufficient for any reason to pay the aggregate amount of interest then coming due and payable on the Outstanding Bonds, the Trustee will apply such amounts to the payment of interest on each of the Outstanding Bonds on a pro rata basis.

Principal Account. On each Interest Payment Date and redemption date on which the principal of the Bonds will be payable, the Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of, and premium (if any) on, the Bonds coming due and payable on such Interest Payment Date, or required to be redeemed on such date; provided, however, that no amount will be deposited to effect a mandatory special redemption unless the Trustee has first received a certificate of an Independent Accountant certifying that such deposit to effect the redemption of the Bonds will not impair the ability of the Authority to make timely payment of the principal of and interest on the Bonds, assuming for such purposes that the WPFA continues to make timely payments on all CFD Bonds not then in default.

All moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds at the maturity thereof or upon any earlier redemption thereof.

Deficiencies. If on any Interest Payment Date or date for redemption the amount on deposit in the Revenue Fund is inadequate to make the transfers described above as a result of a payment default on the CFD Bonds, the Trustee will immediately notify the City of the amount needed to make the required deposits. In the event that within 5 Business Days of delivering such notice the Trustee receives additional payments from the WPFA to cure such shortfall, the Trustee will deposit such amounts to the account designated in writing by the City.

A reserve fund for the CFD Bonds established in 2013 under the CFD Fiscal Agent Agreement will be closed as of the date of issuance of the Bonds and a reserve fund for the Bonds will be established under the Indenture and held by the Trustee..

Deposit into Rebate Fund. On each Interest Payment Date after making the transfers described above, upon receipt of a Request of the Authority to do so, the Trustee will transfer from the Revenue Fund to the Rebate Fund for deposit in the accounts in the Rebate Fund the amounts specified in such Request.

Surplus Fund. On September 2 of each year, after making the deposits described above, the Trustee will transfer all amounts remaining on deposit in the Revenue Fund to the Surplus Fund. See “–Surplus Fund” below.

Surplus Fund
Any amounts transferred to the Surplus Fund will no longer be considered Revenues and are not pledged to repay the Bonds. So long as CFD Bonds are outstanding, on September 3 of each year, after setting aside any amount specified in a Request of the Authority to be transferred to the Administrative Expense Fund for payment of Administrative Expenses, any moneys remaining in the Surplus Fund will be transferred to the City for any lawful purpose.

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Packet Pg. 170 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 18 Reserve Fund
Under the Indenture, the Trustee will establish a Reserve Fund for the Bonds (the “Reserve Fund”). All money in (or available to) the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of replenishing the Interest Account or the Principal Account (in such order) in the event of any deficiency therein. [Deposit of 2023 Reserve Policy. The Reserve Requirement will be satisfied in the form of the issuance of the Reserve Policy by the Insurer. The Trustee shall comply with all of the terms and provisions of the 2023 Reserve Policy for the purpose of assuring that funds are available thereunder when required for the purposes of the Reserve Fund.] “Reserve Requirement” means at the time of calculation an amount equal to the lesser of (i) Maximum Annual Debt Service on the Bonds, (ii) 125% of Average Annual Debt Service on the Bonds, or (iii) 10% of the amount (within the meaning of Section 148 of the Code) of the Bonds. The Reserve Requirement will be established at the time of issuance of the Bonds, and will not be subject to increase at a later date.

Use of Reserve Fund. In the event of a withdrawal of amounts from the Fund (or draws on the Reserve Policy) to make payments to the Interest Account or the Principal Account, the Trustee shall deposit in such Reserve Fund (or pay to the Insurer) moneys from the Revenue Fund necessary to restore the amount in the Reserve Fund to the Reserve Requirement (or to reimburse and pay the costs owed to the Insurer), but only from the Revenues available to restore said amounts.

The Reserve Policy is a “Qualified Reserve Fund Credit Instrument” under the Indenture, which is defined as (a) the Reserve Policy and (b) any other irrevocable standby or direct-pay letter of credit, insurance policy, or surety bond issued by a commercial bank or insurance company and deposited with the Trustee, provided that all of the following requirements are met at the time of acceptance thereof by the Trustee: (i) at the time of issuance of the letter of credit, insurance policy or surety bond is rated in the top two categories (without regard to modifiers) by either S&P or Moody’s; (ii) such letter of credit, insurance policy or surety bond has a term of at least 12 months; (iii) such letter of credit, insurance policy or surety bond has a stated amount at least equal to the Reserve Requirement or, if such letter of credit, insurance policy or surety bond is being provided with respect to only a portion of the Reserve Requirement, such letter of credit, insurance policy or surety bond has a stated amount at least equal to that portion of the Reserve Requirement with respect to which funds are proposed to be released; and (iv) the Trustee is authorized pursuant to the terms of such letter of credit, insurance policy or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account or the Principal Account for the purpose of making payments required thereby.

Additional Bonds and CFD Bonds for Refunding Purposes Only Additional Bonds for Refunding. The Authority covenants in the Indenture that no additional bonds, notes or other indebtedness shall be issued or incurred which are payable out

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Packet Pg. 171 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 19 of Revenues in whole or in part, except that the Authority may issue additional bonds, notes or other indebtedness secured on parity with the Bonds to refund a portion of the Bonds to realize savings associated therewith.

Additional CFD Bonds for Refunding. Under the CFD Fiscal Agent Agreement, the WPFA may establish one or more additional series of bonds secured under the applicable CFD Fiscal Agent Agreement, equally and ratably with CFD Bonds previously issued, but only so long as the additional bonds are issued for the purpose of refunding all or a portion of the CFD Bonds then outstanding.

SECURITY FOR THE CFD BONDS
General
The WPFA’s obligation to pay the principal of, and interest and any premium on, the CFD Bonds is secured by a first pledge of the following:
• the Special Tax Revenues; and
• funds on deposit in the Bond Fund, and the Special Tax Fund created under the CFD Fiscal Agent Agreement.
“Special Tax Revenues” is defined in the CFD Fiscal Agent Agreement as the proceeds of the Special Taxes received by the City (on behalf of the WPFA), including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon, but it excludes any penalties collected in connection with delinquent Special Taxes that are in excess of the rate of interest on the CFD Bonds. Under the CFD Fiscal Agent Agreement, Special Taxes collected each fiscal year will be used to pay debt service on the CFD Bonds, before such amounts are used to pay Administrative Expenses. See “SECURITY FOR THE CFD BONDS—Special Tax Fund.”
Amounts in the Administrative Expense Fund, the Refunding Fund and the Improvement Fund established under the CFD Fiscal Agent Agreement are not pledged to the repayment of the Bonds. The facilities financed with the proceeds of the CFD Bonds are not in any way pledged to pay debt service on the Bonds or the CFD Bonds.

Special Taxes
Levy of Special Taxes. The WPFA has covenanted in the CFD Fiscal Agent Agreement to comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the levy of the Special Taxes each Fiscal Year so long as the Bonds are outstanding, and the enforcement of delinquent Special Taxes. The Special Taxes were first levied in the District in Fiscal Year 2003-2004, and have been levied in the District each Fiscal Year thereafter in accordance with the Rate and Method described below.

Under the CFD Fiscal Agent Agreement, the Finance Director of the City, acting as the Treasurer of the WPFA is obligated to effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance by each July 15 that the Bonds are outstanding, or otherwise such that the computation of the levy is complete before the final date on which the auditor10.1.e Packet Pg. 172 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 20 controller of the County will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Treasurer is obligated to prepare or cause to be prepared, and to transmit to the auditor-controller of the County, such data as the auditorcontroller requires to include the levy of the Special Taxes on the next real property tax roll.

The Treasurer of the WPFA is obligated to fix and levy the amount of Special Taxes within the District in an amount at least equal to the amount required for the payment of principal of and interest on any outstanding CFD Bonds becoming due and payable during the ensuing calendar year, including any amount necessary to cure any past delinquency on the CFD Bonds, and an amount estimated to be sufficient to pay the Administrative Expenses during such calendar year, and taking into account any amounts transferred by the Trustee to the CFD Fiscal Agent pursuant to the Indenture. The Special Taxes so levied may not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation.

See “SECURITY FOR THE CFD BONDS—Rate and Method – Maximum Special Taxes.” Under the CFD Fiscal Agent Agreement, Special Taxes collected each fiscal year will be used to pay debt service on the CFD Bonds, before such amounts are used to pay Administrative Expenses. See “SECURITY FOR THE CFD BONDS—Special Tax Fund.” No Reduction of Maximum Special Taxes. The WPFA has covenanted in the CFD Fiscal Agent Agreement not to consent to or conduct proceedings with respect to a reduction in the maximum Special Taxes that may be levied in the District below an amount, for any Fiscal Year, equal to 110% of the aggregate of the maximum annual debt service due on the CFD Bonds, plus a reasonable estimate of Administrative Expenses for such Fiscal Year.

Manner of Collection. The CFD Fiscal Agent Agreement provides that the Special Taxes are payable and will be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property; provided that, pursuant to and in accordance with the Ordinance, the Special Taxes may be collected by means of direct billing of the property owners within the District, in which event the Special Taxes will become delinquent if not paid when due pursuant to said billing.

Because the Special Tax levy is limited to the maximum Special Tax rates set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the receipts of Special Taxes will, in fact, be collected in sufficient amounts in any given year to pay the scheduled debt service on the CFD Bonds. See “FACTORS AFFECTING THE CFD BONDS,” for a discussion of factors that could impact the amount of Special Taxes collected by the WPFA and the amount, if any, to be realized by Bond owners as a result of a foreclosure action in respect of a delinquency in the payment of Special Taxes.

Teeter Plan Not Applicable to Special Taxes. The County has adopted a Teeter Plan as provided for in Section 4701 et seq. of the California Revenue and Taxation Code, under which a tax distribution procedure is implemented and secured roll taxes are distributed to taxing agencies within the County on the basis of the tax levy, rather than on the basis of actual tax collections. By policy, the County does not include assessments, reassessments and special taxes, including the Special Taxes of the District, in its Teeter program.

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Packet Pg. 173 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 21 Rate and Method
General. The following is a summary of certain provisions of the Rate and Method of Apportionment of Special Taxes for the District (referred to in this Placement Memorandum as the “Rate and Method”), and is qualified by more complete and detailed information contained in the entire Rate and Method included in Appendix C. The meaning of the capitalized terms used in this section that are not defined below have the meanings given to such terms in the Rate and Method, as set forth in Appendix C.

Special Tax Requirement. The Rate and Method provides that the Special Tax levy each fiscal year is calculated by first determining the “Special Tax Requirement” for the fiscal year.

The Special Tax Requirement is defined in the Rate and Method to be the amount necessary in any fiscal year: (i) to pay principal and interest on the CFD Bonds which is due in the calendar year which begins in such fiscal year, (ii) to create or replenish Reserve Fund, (iii) to cure any delinquencies in the payment of principal or interest on the CFD Bonds which have occurred in the prior fiscal year or, based on delinquencies in the payment of Special Taxes which have already taken place, are expected to occur in the fiscal year in which the tax will be collected, (iv) to pay Administrative Expenses, (v) to satisfy any unfunded obligations of the District to the Patterson Unified School District under Section 2 of the Joint Community Facilities Agreement – School Facilities, dated as of December 18, 2001 among the Authority, the WPFA, the District and the Patterson Unified School District (all of which were satisfied prior to the issuance of the Bonds), and (vi) to pay the costs of public improvements and public infrastructure authorized to be financed by the District. The amounts referred to in clauses (i) and (ii) of the preceding sentence may be reduced in any fiscal year by (i) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to the CFD Fiscal Agent Agreement, (ii) proceeds from the collection of penalties associated with delinquent Special Taxes, and (iii) any other revenues available to pay debt service on the CFD Bonds as determined by the Administrator.

Pursuant to the Rate and Method, a Maximum Special Tax, calculated as more fully described below, will be assigned to each taxable parcel in the District. No Special Tax will be assigned to parcels classified as tax-exempt parcels, i.e. (i) parcels that have been conveyed to a Public Agency, except as otherwise provided in the Act and, until certain conditions are met, and (ii) certain parcels classified as Williamson Act Property (i.e., parcels which remain subject to contracts set in place pursuant to the California Land Conservation Act). Such Williamson Act Property will be considered taxable property and will be taxed at the same rates as the Parcels within Zone 2 (comprised of all Parcels in the District not constituting Williamson Act Property) in the first fiscal year after Williamson Act Property is no longer classified as such. No property in the District is subject to the Williamson Act. (Note that the Rate and Method provides that the Walker Ranch II property is exempt from the Special Tax until the owner of the property files a written request with the Authority requesting that it be subject to the Special Tax, and such written request was filed by the owner of the Walker Ranch II property on November 2, 2002.) Method of Apportionment of Special Tax. The Special Tax levy commenced in fiscal year 2002-03 and will continue as long as there are outstanding CFD Bonds, On or about July 1 of each fiscal year, the District Administrator will identify the current assessor’s parcel numbers for taxable property within the District. The District Administrator will also determine, (i) whether each parcel is located within Zone 1 or Zone 2, (ii) whether each parcel is Developed Property or Undeveloped Property, (iii) for Developed Property, whether each parcel is Residential Property, Senior Housing Property or Other Property, and (iv) whether any property that had

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Packet Pg. 174 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 22 been Williamson Act Property in prior fiscal years has become Taxable Property for the then current fiscal year.

The Rate and Method provides that the WPFA’s CFD administrator will determine the Special Tax Requirement to be collected in each fiscal year. The Special Tax then will be levied as follows:

First: The Special Tax will be levied proportionately on each parcel of Developed Property up to 100% of the Maximum Special Tax for each parcel for such fiscal year;
Second: If additional revenues are needed after applying the above step, and after applying capitalized interest to the Special Tax Requirement, the Special Tax will be levied proportionately on each assessor’s parcel of Undeveloped Property up to 100% of the Maximum Special Tax for Undeveloped Property for such fiscal year;
Third: If additional revenues are needed after applying the first two steps, the Special Tax will be levied proportionately on each parcel of Public Property within the District, exclusive of property exempt from the Special Tax, up to 100% of the Maximum Special Tax for Undeveloped Property for such fiscal year.

Maximum Special Taxes. The annual Maximum Special Tax amounts for Fiscal Year 2013-14 and the actual Special Tax levy for such Fiscal Year are shown in the following table:

Table 1
West Patterson Financing Authority
Community Facilities District No. 2001-1
(Public Infrastructure)
Projected Maximum and Actual Special Tax Rates
Type of Property
Projected
FY 2023-24 Maximum
Special Tax (1)
Projected FY 2023-24
Actual Special Tax (2)
Residential Property $2,782.76 per unit $2,372.40 per unit Senior Housing Property $3,031.34 per acre $2,584.30 per acre Other Property (3) $23,849.00 per acre $20,331.94 per acre Undeveloped Property $23,849.00 per acre $0.00 per acre ________________
(1) On July 1, 2024 and each July 1 thereafter, the Maximum Special Taxes shall be increased by an amount equal to 2% of the amount in effect for the prior fiscal year. (2) The projected fiscal year 2023-24 special tax levy is based on the estimated debt service due in 2024 on the CFD Bonds and an estimate of administrative expenses.
(3) Includes all parcels of Developed Property which are not Residential Property or Senior Housing Property, as defined in the RMA.

Sources: Goodwin Consulting Group, Inc.

The annual Special Tax payment for each Taxable Parcel may not exceed the Maximum Special Tax for the applicable property classification. Under no circumstances will the Special Tax levied against any assessor’s parcel used for private residential purposes be increased by more than ten percent per fiscal year as a consequence of delinquency or default by the owner of any other parcel within the District.

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Packet Pg. 175 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 23 Annual Special Tax Levies. The District Administrator is to establish tax rates, up to the Maximum Special Tax rates described above, to be used to levy and apportion the Special Tax within the District on an annual basis. The Special Tax will be levied until debt service on the CFD Bonds has been paid in full. However, in no event will the Special Tax be levied after fiscal year 2049-2050.

The actual amount of the Special Tax that may be levied and collected during any Fiscal Year will depend upon the Special Tax rates imposed and the level of delinquent Special Tax installments. See “FACTORS AFFECTING THE CFD BONDS—Insufficiency of Special Taxes.” The Special Tax was first levied in the District in Fiscal Year 2003-2004. Under the CFD Fiscal Agent Agreement, Special Taxes collected each fiscal year will be used to pay debt service on the CFD Bonds, before such amounts are used to pay Administrative Expenses. See “SECURITY FOR THE CFD BONDS— Special Tax Fund.”
The Special Taxes levied in the District are customarily billed with ad valorem property taxes and are collected by the County. When received, the Special Taxes will be deposited in the Special Tax Fund of the District to be held for the payment of administrative expenses and for payment of debt service on the CFD Bonds. Although the Special Taxes will be levied against, and constitute a lien against, taxable parcels within the District, they do not constitute a personal indebtedness of the respective property owners. There is no assurance that the property owners will be financially able to pay the annual Special Taxes or that they will pay such taxes even if financially able to do so. See generally “FACTORS AFFECTING THE CFD BONDS⎯Insufficiency of Special Taxes.”
Limitation on Maximum Annual Special Tax Rate. The annual levy of the Special Tax is subject to the maximum annual Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the Bonds.

In addition to the maximum annual Special Tax rate limitation in the Rate and Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such fiscal year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds.

Priority of Lien. The principal of and interest on the CFD Bonds is payable from the Special Tax authorized to be collected within the District, and payment of the Special Tax is secured by a lien on certain real property within the District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and coequal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies, including the Authority and the WPFA ,are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District.

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Packet Pg. 176 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 24 Private liens, such as deeds of trust securing loans obtained by owners of property in the District, may be placed upon property in the District at any time. Under State law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes.

Parcels in the District are subject to a bonded special tax lien and non-bonded special taxes and assessments for services. See “THE DISTRICT.” Limited Obligation Upon Delinquency. ALL OBLIGATIONS OF THE AUTHORITY

UNDER THE INDENTURE AND THE BONDS ARE SPECIAL OBLIGATIONS OF THE

AUTHORITY, PAYABLE SOLELY FROM AND SECURED BY THE REVENUES AND THE

AMOUNTS IN THE REVENUE FUND AND OTHER FUNDS PLEDGED THEREFOR UNDER THE INDENTURE. EACH ISSUE OF CFD BONDS ARE LIMITED OBLIGATION BONDS

UNDER THE ACT AND ARE PAYABLE SOLELY FROM AND ARE SECURED SOLELY BY

THE SPECIAL TAXES AND THE AMOUNTS IN THE SPECIAL TAX FUND AND OTHER

FUNDS PLEDGED THEREFOR UNDER THE APPLICABLE CFD FISCAL AGENT AGREEMENT.

The Authority, the WPFA and the City have no obligation to advance moneys to pay bond debt service in the event of delinquent special taxes. Bondowners should not rely upon the Authority, the City or the WPFA to advance moneys to the Special Tax Fund.

Notwithstanding the foregoing the Authority, the City or the WPFA may, at its sole option and in its sole discretion, elect to advance available surplus funds of the Authority, the City or the WPFA to pay for any delinquent Special Taxes pending sale, reinstatement, or redemption of any delinquent property.

Prepayment and Satisfaction of Special Tax
Property owners may permanently satisfy all or any portion of the Special Tax obligation of a parcel on any Interest Payment Date by a cash payment to the WPFA as permitted under Government Code Section 53344. The procedure for permanently satisfying the Special Tax obligation is set forth in the Rate and Method set forth in APPENDIX C hereto. To date, the City reports that Special Taxes have been prepaid in full for 133 parcels as of December 15, 2022 in the District and have been prepaid in part for four parcels in the District. The Authority and the WPFA have no means to estimate future prepayments of Special Taxes.

Pursuant to the CFD Fiscal Agent Agreement, the City, on behalf of the WPFA, is required to transfer any amounts received as prepayments of the Special Tax to the CFD Fiscal Agent in order to redeem CFD Bonds or portions thereof in authorized denominations on any Interest Payment Date as more fully set forth in the CFD Fiscal Agent Agreement. See “SECURITY FOR THE CFD BONDS—Special Tax Fund.” Redemptions of CFD Bonds will result in redemptions of the Bonds. See “THE BONDS—Redemption – Special Redemption From Redemption of CFD Bonds.”
Special Tax Fund
When received, the Special Taxes are required to be transferred to the CFD Fiscal Agent for deposit into the Special Tax Fund. Notwithstanding the foregoing, (i) any proceeds of Special Tax Prepayments, as identified by the Treasurer of the City to the CFD Fiscal Agent, shall be transferred by the Treasurer to the CFD Fiscal Agent for deposit by the CFD Fiscal Agent directly in the Special Tax Prepayments Account established pursuant to the CFD Fiscal

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Packet Pg. 177 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 25 Agent Agreement, and (ii) any Special Tax Revenues constituting the collection of delinquencies in payment of Special Taxes shall be separately identified by the Treasurer and shall be deposited by the CFD Fiscal Agent first, in the Bond Fund to the extent needed to pay any past due debt service on the CFD Bonds; second, to the Administrative Expense Fund to the extent that amounts in such fund were used to pay costs related to the collection of such delinquencies; and third, to the Special Tax Fund for use as described below.

Moneys in the Special Tax Fund are held by the CFD Fiscal Agent for the benefit of the City and the owners of the CFD Bonds, and will be disbursed as described below and, pending any disbursement, are subject to a lien in favor of the owners of the CFD Bonds.

Amounts on deposit in the Special Tax Fund are required by the CFD Fiscal Agent Agreement to be transferred by the CFD Fiscal Agent from time to time as needed to pay the obligations of the District, but no later than each Interest Payment Date, to the following accounts and funds, in the following order of priority: (i) to the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund such that the amount in the Bond Fund equals the principal, premium, if any, and interest then due on the CFD Bonds. Amounts then in the Special Tax Fund shall also be transferred from time to time by the CFD Fiscal Agent to the Treasurer of the WPFA for deposit by the Treasurer in the Administrative Expense Fund as directed by the Treasurer in order to pay Administrative Expenses, but any such transfers shall only occur in any Fiscal Year when the amount on deposit in the Special Tax Fund is sufficient to pay the remaining scheduled debt service due on the CFD Bonds in the calendar year commencing in such Fiscal Year (being the March 1 occurring in such Fiscal Year and the September 1 occurring in the next Fiscal Year) and to replenish any draws on the CFD Reserve Fund in the Prior Fiscal Year.

Bond Fund
Moneys in the Bond Fund established under the CFD Fiscal Agent Agreement are held by the CFD Fiscal Agent for the benefit of the owner of the CFD Bonds, and are subject to a lien in favor of the owner of the CFD Bonds. On each Interest Payment Date, the CFD Fiscal Agent will withdraw from the Bond Fund and pay the principal of, premium, if any, and interest then due and payable on the CFD Bonds, including amounts due upon any redemption of the CFD Bonds.

If, after the foregoing transfers, there are insufficient funds in the Bond Fund to pay the debt service then due on the CFD Bonds, the CFD Fiscal Agent shall apply the available funds first to the payment of interest on the CFD Bonds, then to the payment of principal due on the CFD Bonds.

No Additional Obligations of District
The WPFA for and on behalf of District has covenanted in the CFD Fiscal Agent Agreement that it will not issue additional bonds secured by a pledge of Special Taxes of any amounts in any funds of accounts established under the CFD Fiscal Agent Agreement, except for Refunding Bonds. Refunding Bonds is defined in the CFD Fiscal Agent Agreement as bonds issued by the Authority for the District the net proceeds of which are used solely to refund all or a portion of the then outstanding CFD Bonds; provided that, as of the date they are issued, the scheduled debt service on the Refunding Bonds in each Bond Year over their term is not in excess of the remaining scheduled debt service on the CFD Bonds being refunded, and the final maturity of the Refunding Bonds is not later than the final maturity of the CFD Bonds being

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Packet Pg. 178 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 26 refunded. Any such Refunding Bonds issued for the District will be secured on parity with the CFD Bonds not refunded thereby under the CFD Fiscal Agent Agreement.

Covenant for Superior Court Foreclosure
Although judicial foreclosure proceedings are not mandatory, the WPFA has covenanted in the CFD Fiscal Agent Agreement to initiate and pursue judicial foreclosure under specified circumstances with respect to the lien of delinquent Special Taxes. The Mello-Roos Act authorizes the institution of an action in the Superior Courts of the State to foreclose such liens.

In such action the real property subject to the Special Taxes may be sold at a judicial foreclosure sale. The ability of the WPFA to effect such foreclosures may be limited in certain instances and may require prior consent of the property owner in the event the property is owned by or in receivership of the Resolution Trust Corporation (the “RTC”) or the Federal Deposit Insurance Corporation (the “FDIC”). See “Bankruptcy and Foreclosure” and “Insufficiency of Special Taxes” under “FACTORS AFFECTING THE CFD BONDS.” In the CFD Fiscal Agent Agreement, the WPFA has covenanted with the owner of the CFD Bonds (being the Trustee owning on behalf of the Authority), that it will, on or about February 15 and June 15 of each Fiscal Year, compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the WPFA, and:

Individual Delinquencies. If the WPFA determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount of $2,500 or more, then the Treasurer of the WPFA shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings shall be commenced by the WPFA within 90 days of such determination. Notwithstanding the foregoing.

Aggregate Delinquencies. If the Treasurer of the WPFA determines that the total amount of delinquent Special Tax for the prior Fiscal Year for the entire District, (including the total of delinquencies under subsection (A) above), exceeds 5% of the total Special Tax due and payable for the prior Fiscal Year, the Treasurer of the WPFA shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency) within 45 days of such determination, and the WPFA shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in the District with a Special Tax delinquency.

There could be a default or a delay in payments on the CFD Bonds, and, consequently a default in payments of debt service to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the WPFA of foreclosure sale proceeds, if any, and subsequent use of those proceeds to pay any past due debt service on the CFD Bonds. Within the limits of the Rate and Method, the WPFA for and on behalf of the District may adjust the Special Taxes levied on all property within the District, up to the limit of the maximum Special Tax, to provide an amount required to pay debt service on the CFD Bonds and to pay the District Administrative Expenses. Under no circumstances, however, will the Special Tax levied against any assessor’s parcel used for private residential purposes be increased by more than ten percent per fiscal year as a consequence of delinquency or default by the owner of any other parcel within the District.

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Packet Pg. 179 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 27 A judgment debtor (property owner) has at least 140 days from the date of service of the notice of levy in which to redeem the property to be sold and may have other redemption rights afforded by law. If a judgment debtor fails to so redeem and the property is sold, his only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale if the purchaser at the sale was the judgment creditor. If a foreclosure sale is thereby set aside, the judgment is revived, the judgment creditor is entitled to interest on the revived judgment and any liens extinguished by the sale are revived as if the sale had not been made. (Sections 701.545 and 701.680 of the California Code of Civil Procedure.) The constitutionality of the aforementioned legislation has not been tested, and there can be no assurance that, if tested, such legislation will be upheld.

BOND INSURANCE

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Packet Pg. 180 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 28 THE DISTRICT
Introduction
Property in the District is comprised predominantly of single-family residential homes.

Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District, and the owners have made no commitment to pay the principal of or interest on the CFD Bonds or the Bonds or to support payment of the CFD Bonds or the Bonds in any manner. There is no assurance that the owners have the ability to pay the special taxes or that, even if they have the ability, they will choose to pay such taxes. An owner may elect to not pay the special taxes when due and cannot be legally compelled to do so. Neither the Authority, the WPFA, the City nor any Bondholder will have the ability at any time to seek payment from the owners of property within the District of any special tax or any principal or interest due on the CFD Bonds or the Bonds, or the ability to control who becomes a subsequent owner of any property within the District.

General
The District was formed by the Board of Directors of the WPFA on December 18, 2001 in accordance with the Act. See “THE DISTRICT—District Proceedings.” The District (other than the portion that includes Sutter Point described below, which is in the northern area of the City) is located in the northwest section of the City, north and south of Sperry Avenue, east of Baldwin Road and west of Ward Avenue. Walker Ranch I and II and Creekside Meadows comprise a portion of the area covered by the Creekside Concept Plan adopted by the City Council.

Taxable parcels in the District comprise 2,338 parcels developed as single-family dwelling units or senior housing facilities, and one undeveloped single family residential parcel.

The next three pages set forth the original site plans for the developments in the District:
(i) Walker Ranch/Creekside, (ii) Patterson Gardens, and (iii) Sutter Point (formerly Wilding Ranch). The-25 lot Miraggio development is not depicted. While the configuration of each development remains the same, the builders depicted, and the street and neighborhood names have changed.

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Packet Pg. 181 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 29 10.1.e
Packet Pg. 182 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 30 10.1.e
Packet Pg. 183 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 31 10.1.e
Packet Pg. 184 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 32 Formation of the District and Issuance of Previous Bonds As required by the Act, the City Council of the City, in its capacity as the Board of Directors of the WPFA, has taken the following actions with respect to establishing the District and providing for the issuance of the CFD Bonds:

Resolution of Intention: On June 5, 2001, the City Council of the City, in its capacity as the Board of Directors of the WPFA adopted Resolution No. 01-3 and Resolution No. 01-4 (collectively the “Resolutions of Intention”), stating its intention to form the District, to authorize the levy of a special tax and to incur bonded indebtedness in an amount not to exceed $110,000,000 within the District for the purpose of financing certain public improvements. On July 17, 2001, the Board of Directors of the WPFA amended the Resolutions of Intention to allow for financing of school facilities and to change the date of public hearings referred to in the Resolutions of Intention. On September 18, 2001, the Board of Directors of the WPFA continued the date of those public hearings in a resolution making a finding of complexity with regard to the proposed District. On December 18, 2001, the Board of Directors of the WPFA further amended Resolution No. 01-3 to modify the list of authorized Facilities and the Rate and Method of Apportionment of the Special Tax.

Resolution of Formation: Subsequent to a noticed public hearing on December 18, 2001, the Board of Directors of the WPFA adopted Resolution No. 01-8 (the “Resolution of Formation”) which established the District and authorized the levy of a special tax within the District, and Resolution No. 01-9, which determined the necessity to incur bonded indebtedness in an amount not to exceed $110,000,000 within the District.

Landowner Election and Declaration of Results: On December 18, 2001, an election was held within the District in which the then landowners eligible to vote, being the qualified electors within the District, approved a ballot proposition by a 100 percent “yes” vote authorizing the issuance of up to $110,000,000 in bonds to finance the acquisition and construction of the Facilities, the levy of a special tax within the District and the establishment of an appropriations limit for the District. Following the election, the Board of Directors of the WPFA adopted Resolution No. 01-11, pursuant to which the Board of Directors of the WPFA approved the canvass of the votes and declared the District to be fully formed with the authority to levy the Special Taxes, to incur the bonded indebtedness and to have the established appropriations limit., and the Board introduced Ordinance No. 01-1 entitled “An Ordinance of the West Patterson Financing Authority Levying Special Taxes Within West Patterson Financing Authority District No. 2001-1 (Public Improvements)” (the “Ordinance”). The Ordinance was adopted by the Board of Directors on January 15, 2002. A Notice of Special Tax Lien for the District was recorded in the Office of the County Recorder on December 27, 2001.

Issuance of Series 2002-A Bonds. On December 18, 2001, the Board of Directors of the WPFA adopted Resolution No. 01-12 approving the issuance and sale by the WPFA of the Series 2002-A Bonds. On January 30, 2002, the WPFA, for and on behalf of the District, issued the Series 2002-A Bonds in the initial principal amount of $3,865,000.

Alteration Proceedings: On October 15, 2002, the Board of Directors of the WPFA adopted Resolution No. 2002-01 amending the description of the Facilities and the rate and method of apportionment of the Special Tax to accommodate a potential funding source for some of the Facilities and to better allow for annexations to the District. On November 19, 2002, the Board of Directors of the WPFA adopted Resolution No. 2002-02 calling for a special

10.1.e
Packet Pg. 185 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 33 election of the then landowners in the District regarding the amendments, the election was held and canvassed, and the Board of Directors of the WPFA adopted Resolution No. 2002-03 determining that the alterations to the Facilities and the rate and method of apportionment of the Special Tax were lawfully authorized, and directing the recordation of an Amended Notice of Special Tax Lien. The Amended Notice of Special Tax Lien was recorded on December 4, 2002 in the Office of the County Recorder.

Issuance of Series 2003-A Bonds. On December 5, 2002, the Board of Directors of the WPFA adopted Resolution No. 02-04 approving the issuance by the Authority of the Series 2003-A Bonds. On February 6, 2003, the WPFA, for and on behalf of the District, issued the Series 2003-A Bonds in the initial principal amount of $11,100,000.

Annexation Proceedings: On May 6, 2003, the Board of Directors of the WPFA adopted Resolution No. 03-01 expressing its intent to annex the land within the residential portion of the Patterson Gardens development and the Wilding Ranch development to the District. On June 17, 2003, the Board of Directors of the WPFA adopted Resolution No. 03-02 annexing the developments to the District and calling for an election by the owners of the property to be annexed. On June 17, 2003, the then two landowners voted in favor of the annexation, and the Board of Directors of the WPFA adopted Resolution No. 03-03 declaring the results of election.

On July 1, 2003, the WPFA recorded in the Office of the County Recorder a First Amendment to Amended and Restated Notice of Special Tax Lien imposing the lien of the Special Taxes on the property annexed to the District.

Issuance of Series 2003-B Bonds. On June 17, 2003, the Board of Directors of the WPFA adopted Resolution No. 03-04 approving the issuance by the Authority of the Series 2003-B Bonds. On September 16, 2003, the WPFA, for and on behalf of the District, issued the Series 2003-B Bonds in the initial principal amount of $15,040,000.

Issuance of Series 2004-A Bonds. On January 6, 2004, the Board of Directors of the WPFA adopted Resolution No. 04-01 approving the issuance by the WPFA of the Series 2004- A Bonds and a reduction in the maximum bonded indebtedness limit of the District to $80,000,000. On March 9, 2004, the WPFA, for and on behalf of the District, issued the Series 2004-A Bonds in the initial principal amount of $19,100,000.

Issuance of Series 2004-B Bonds. On September 21, 2004, the Board of Directors of the WPFA adopted Resolution No. 04-02 approving the issuance by the WPFA of the Series 2004- B Bonds. On October 20, 2004, the WPFA, for and on behalf of the District, issued the Series 2004-B Bonds in the initial principal amount of $19,890,000.

Issuance of the 2005 Notes. On July 19, 2005, the Board of Directors of the WPFA adopted Resolution No. 05-01 approving the issuance by the WPFA of the 2005 Notes. On September 29, 2005, the WPFA, for and on behalf of the District, issued the 2005 Notes in the initial principal amount of $4,100,000.

Issuance of the 2007 Notes. On July 17, 2007, the Board of Directors of the WPFA adopted Resolution No. 2007-01 approving the issuance by the WPFA of the 2007 Notes. On August 1, 2007, the WPFA, for and on behalf of the District, issued the 2007 Notes in the initial principal amount of $4,810,000, and used the net proceeds of the 2007 Notes to pay, on August 1, 2007, the principal due on the 2005 Notes.

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Packet Pg. 186 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 34 Issuance of Series 2009-A and 2009-B Bonds. On June 16, 2009, the Board of Directors of the WPFA adopted Resolution No. 2009-01 approving issuance and sale by the WPFA of the Series 2009-A Bonds and the Series 2009-B Bonds. On July 28, 2009, the WPFA, for and on behalf of the District, issued the Series 2009-A Bonds in the initial principal amount of $2,615,000 and the Series 2009-B Bonds in the initial principal amount of $3,240,000, and used the net proceeds of the Series 2009-A Bonds and the Series 2009-B Bonds to pay, on August 1, 2009, the principal due on the 2007 Notes.

Issuance of the Series 2013-A Bonds and the Series 2013-B Bonds. On June 18, 2013, the Board of Directors of the WPFA adopted Resolution No. 2013-03 (the “Bond Resolution”) approving the issuance and sale by the WPFA of the CFD Bonds, and authorizing the execution and delivery of the CFD Fiscal Agent Agreement.

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Packet Pg. 187 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 35 Assessed Values
The following table shows a history of assessed valuations of land in the District since Fiscal Year 2018-19.

Table 2
West Patterson Financing Authority
Community Facilities District No. 2001-1
(Public Infrastructure)
Assessed Valuation History
Fiscal Year
Land
Assessed
Value
Improvement
Assessed
Value
Total
Assessed
Value
Parcels of
Developed
Property (1)
2018-19 $144,134,267 $499,264,121 $643,398,388 2,347
2019-20 154,239,315 536,980,899 691,220,214 2,363
2020-21 160,870,642 555,799,441 716,670,083 2,357
2021-22 175,441,779 574,038,992 749,480,771 2,353
2022-23 197,344,631 609,454,969 806,799,600 2,340
________________ (1) Represents the number of parcels for which a final building permit inspection was conducted, or a certificate of occupancy was issued prior to June 1 of the prior fiscal year. Does not include parcels which have prepaid the special tax starting in the year in which such parcels were exempted from the special tax levy.

Sources: Stanislaus County Assessor's Office; Goodwin Consulting Group, Inc.

Investors should be aware that, because of the requirements of Article XIIIA of the California Constitution, assessed value may not necessarily reflect current market values. The Authority has not engaged an appraiser to determine current market values.

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Packet Pg. 188 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 36 Top Ten Taxpayers
The following table shows the top ten taxpayers in the District for Fiscal Year 2022-23 and the value to lien ration of the parcels owned.

Table 3
West Patterson Financing Authority
Community Facilities District No. 2001-1
(Public Infrastructure)
Top Ten Taxpayers and Assessed Value to Lien (1)
Owner
No. of
Parcels Acres
FY 2022-23
Assessed
Value (2)
% of
Projected
Special
Tax
Levy(3)
Total
Projected CFD
and Other
Debt(4)
Average
Assessed
Value to Lien
Nilesh Patterson LLC 10 1.6 $2,030,485 0.4% $281,970 7.2 : 1 Mission NSS LLC 8 1.4 1,590,963 0.3 $25,006 7.1 : 1
Shephali Patterson LLC 7 1.2 1,560,822 0.3 199,758 7.8 : 1 Individual Owner 5 0.8 890,597 0.2 138,859 6.4 : 1
Individual Owner 4 0.5 1,318,538 0.2 121,424 10.9 : 1
Individual Owner 4 0.8 962,173 0.2 115,346 8.3 : 1
Individual Owner 3 0.5 957,530 0.1 90,533 10.6 : 1
Patterson Frozen Foods Inc. 3 0.5 1,164,308 0.1 94,060 12.4 : 1 Individual Owner 3 0.4 523,594 0.1 83,132 6.3 : 1
Individual Owner 3 0.4 826,648 0.1 88,301 9.4 : 1
Subtotal 50 8.1 $11,825,658 2.2 $1,438,388 8.2 : 1
All Other Taxpayers 2,289 370.6 794,466,536 97.8 69,134,188 11.5:1 Totals 2,339 378.7 $806,292,194 100.0% $70,572,576 11.4:1 ___________________________
(1) Does not include parcels for which the Special Tax obligation has been prepaid prior to December 15, 2022. (2) Based on the Stanislaus County Assessor’s Roll for fiscal year 2022-23. (3) Includes an estimated $5,379,654 in debt service du in 2024 on the CFD Bonds plus an estimated $78,244 in administrative expenses. Subject to change.
(4) Includes (i) the $29,540,762 outstanding principal amount of the Series 2013A-1 Bonds, the $23,885,232 outstanding principal amount of the Series 2013A-2 Bonds, and the $3,476,156 outstanding principal amount of the Series 2013B Bonds. Allocated based on the Projected FY 2023-24 Special Tax Levy and (ii) the overlapping debt liens listed under "Direct and Overlapping Tax and Assessment Debt" in the overlapping debt report prepared by California Municipal Statistics, Inc. The overlapping debt report is based on the parcels and assessed values as of FY 2022-23.

Sources: Stanislaus County Tax Collector's Office; Goodwin Consulting Group, Inc.

Value-to-Lien Ratios
The Special Tax will be levied and collected on all 2,339 taxable parcels in the District through the application of the appropriate amount or rate as described in the Rate and Method in an amount each year at least sufficient to pay debt service on outstanding CFD Bonds and administrative expenses of the District. See “SECRITY FOR THE CFD BONDS – Rate and Method” and APPENDIX A.

10.1.e
Packet Pg. 189 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 37 Aggregate Assessed Valuation, Special Tax Levy and Value-to-Lien. The property within the District has been developed into a total of 2,338 finished single-family residential units in six separate neighborhoods known as Walker Ranch I & II, Creekside Meadows, Miraggio, Patterson Gardens, and Sutter Point. One parcel in the District is undeveloped, the remaining 2,338 taxable parcels are developed as single-family dwelling units or senior housing facilities. The following table shows 2022-23 assessed valuations and projected 2023-24 values for maximum special taxes revenues, and the value-to-lien ratio for land in the District.

Table 4
West Patterson Financing Authority
Community Facilities District No. 2001-1
(Public Infrastructure)
Projected Status of Development for Fiscal Year 2023-24(1) Type of Property
No. of
Parcels Acres
FY 2022-23
Assessed
Value (2)
Projected
FY 2023-24
Maximum
Special Tax
Projected
FY 2023-24
Special Tax
Levy (3)
Percent of
Projected
Special Tax
Levy
CFD
Bonds (4)
Overlapping
Debt (5)
Total
Debt
Average
Assessed
Value-toLien
Residential Property 2,296 372.2 $792,560,971 $6,382,970 $5,441,705 99.7% $56,733,331 $13,438,787 $70,172,118 11.29 Senior Housing Property 42 6.3 $13,603,723 $18,993 $16,193 0.3% $168,819 $229,465 $398,283 34.16 Other Property (6) 0 0.0 $0 $0 $0 0.0% $0 $0 $0 N/A
Undeveloped Property (7) 1 0.3 $127,500 $6,607 $0 0.0% $0 $2,175 $2,175 58.63 Total 2,339 378.7 $806,292,194 $6,408,571 $5,457,897 100.0% $56,902,150 $13,670,426 $70,572,576 11.4: 1 ___________________________ (1) Does not include parcels for which the special tax obligation has been prepaid prior to December 15, 2022. (2) Based on the Stanislaus County Assessor's Roll for fiscal year 2022-23. (3) Includes an estimated $5,379,654 in debt service due in 2024 on the CFD Bonds plus an estimated $78,244 in administrative expenses. Subject to change. (4) Includes the $29,540,762 outstanding principal amount of the Series 2013A-1 Bonds, the $23,885,232 outstanding principal amount of the Series 2013A-2 Bonds, and the $3,476,156 outstanding principal amount of the Series 2013B Bonds. Allocated based on the Projected FY 2023-24 Special Tax Levy. (5) Includes the overlapping debt liens listed under "Direct and Overlapping Tax and Assessment Debt" in the overlapping debt report prepared by California Municipal Statistics, Inc. The overlapping debt report is based on the parcels and assessed values as of FY 2022-23. (6) Includes all parcels of Developed Property which are not Residential Property or Senior Housing Property, as defined in the RMA. (7) No special tax is anticipated to be levied on parcels of Undeveloped Property for fiscal year 2023-24.

Sources: Hilltop Securities, Inc.; California Municipal Statistics, Inc; Stanislaus County Assessor's Office; Goodwin Consulting Group, Inc.

10.1.e
Packet Pg. 190 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax 38 Value-to-Lien Stratification Table. The following table shows the District value to lien stratification of land in the District based 2022-23 assessed valuations and projected 2023-24 values for maximum special taxes revenues, and the value-to-lien ratio for land in the District.

Table 5
West Patterson Financing Authority
Community Facilities District No. 2001-1
(Public Infrastructure)
Assessed Value-to-Lien Ratios (1)
Assessed
Value-to-Lien
Category
No. of
Parcels Acres
FY 2022-23
Assessed
Value (2)
Projected
FY 2023-24
Special Tax
Levy (3)
Percent of
Projected
Special Tax
Levy
CFD
Bonds (4)
Overlapping
Debt (5)
Total
Debt
Average
Assessed
Value-toLien
20:1 or Greater 43 6.3 $13,937,999 $15,762 0.3% $164,332 $235,166 $399,498 34.9: 1 15:1 to 20:1 289 50.4 $160,116,672 $681,177 12.5% $7,101,720 $2,711,738 $9,813,458 16.3: 1 10:1 to 15:1 1,120 180.2 $436,249,706 $2,657,088 48.7% $27,701,880 $7,407,348 $35,109,228 12.4: 1 5:1 to 10:1 883 141.2 $195,483,963 $2,094,380 38.4% $21,835,282 $3,307,580 $25,142,863 7.8: 1 3:1 to 5:1 4 0.6 $503,854 $9,490 0.2% $98,935 $8,594 $107,529 4.7: 1 Totals 2,339 378.7 $806,292,194 $5,457,897 100.0% $56,902,150 $13,670,426 $70,572,576 11.4: 1 (1) Does not include parcels for which the special tax obligation has been prepaid prior to December 15, 2022. (2) Includes an estimated $5,379,654 in debt service due in 2024 on the CFD Bonds plus an estimated $78,244 in administrative expenses. Subject to change. (4) Includes the $29,540,762 outstanding principal amount of the Series 2013A-1 Bonds, the $23,885,232 outstanding principal amount of the Series 2013A-2 Bonds, and the $3,476,156 outstanding principal amount of the Series 2013B Bonds. Allocated based on the Projected FY 2023-24 Special Tax Levy. (5) Includes the overlapping debt liens listed under "Direct and Overlapping Tax and Assessment Debt" in the overlapping debt report prepared by California Municipal Statistics, Inc. The overlapping debt report is based on the parcels and assessed values as of FY 2022-23.

Sources: Hilltop Securities, Inc.; California Municipal Statistics, Inc; Stanislaus County Assessor's Office; Goodwin Consulting Group, Inc.

Limitations on Increases in Special Tax Levy. If owners are delinquent in the payment of Special Taxes, the WPFA may not increase Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Annual Special Tax rates specified for each category of property within the District. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “BOND OWNERS’ RISKS.”

10.1.e
Packet Pg. 191 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax 39 Special Tax Collection and Delinquency Rate
The Special Tax delinquency rate in the District has been less than 1% for the last five fiscal years. The table below shows the annual Special Tax levies and current delinquencies for the past four years.

Table 6
West Patterson Financing Authority
Community Facilities District No. 2001-1
(Public Infrastructure)
Special Tax Collections and Delinquencies
As of the end of each fiscal year As of May 12, 2023
Fiscal
Year
Amount
Levied
Number of
Parcels
Delinquent
Amount
Delinquent
Percentage
Delinquent
Number of
Parcels
Delinquent
Amount
Delinquent
Percentage
Delinquent
2018-19 $5,274,276 30 $50,448 0.96% 4 $7,996 0.15%
2019-20 $5,305,504 21 $36,526 0.69% 6 $10,273 0.19%
2020-21 $5,354,737 26 $41,899 0.78% 4 $8,085 0.15%
2021-22 $5,408,866 34 $58,604 1.08% 8 $16,362 0.30%
2022-23 $5,390,664 N/A N/A N/A 42 $71,898 1.33%
___________________________
Sources: Stanislaus County Tax Collector's Office; Goodwin Consulting Group, Inc.

Property tax and Special Tax delinquencies in the District peaked with the 2007-08 tax roll. That year, the City recognized the need for an effective, pro-active program to address and resolve Special Tax delinquencies and instituted a delinquency procedures program. Initial Special Tax delinquencies have steadily declined since the procedures were put in place and were________% in the tax year 2022-23 and continued to decline in subsequent Fiscal Years. The City’s experience is that pro-active procedures along with educating, communicating and working with property owners to bring Special Taxes current has been very effective.

No assurance can be given with respect to the amount of any future Special Tax delinquencies. Neither the WPFA, the Authority or the City has obligated itself to advance any of its own funds to cover any delinquency or payment of any Special Tax installment.

Future delinquencies in the payment of property taxes (including the Special Taxes) with respect to property in the District could result in a default in the payment on the Bonds. See “BOND OWNERS’ RISKS.”

10.1.e
Packet Pg. 192 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Jones Hall Draft 626.23
40 Special Tax Enforcement and Collection Procedures. The WPFA could receive additional funds for the payment of debt service through foreclosure sales of delinquent property, but no assurance can be given as to the amount foreclosure sale proceeds or when foreclosure sale proceeds would be received. The WPFA has covenanted in the CFD Fiscal Agent Agreement to take certain enforcement actions and commence and pursue foreclosure proceedings against delinquent parcels under the terms and conditions described in this Official Statement. See “SECURITY FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.”
Foreclosure actions would include, among other steps, formal City Council, as the WPFA Board of Directors, action to authorize commencement of foreclosure proceedings, mailing multiple demand letters to the record owners of the delinquent parcels advising them of the consequences of failing to pay the applicable special taxes and contacting secured lenders to obtain payment. If these efforts were unsuccessful, they would be followed (as needed) by the filing of an action to foreclose in superior court against each parcel that remained delinquent.

Limitations on Increases in Special Tax Levy. If owners are delinquent in the payment of Special Taxes, the WPFA may not increase Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Annual Special Tax rates specified for each category of property within the District. See “SECURITY FOR THE BONDS – Rate and Method.” In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “RISK FACTORS.”

10.1.e
Packet Pg. 193 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 41 Projected Overall Tax Burden
The following table shows the projected overall tax burden for a single-family residential home in the District, for Fiscal Year 2022-23, with an estimated assessed value of $433,000.

Table 7
West Patterson Financing Authority
Community Facilities District No. 2001-1
(Public Infrastructure)
Sample FY 2022-23 Tax Bill - Patterson Gardens Area
Net Taxable Value Amount
Average Assessed Value (1) $ 433,000.00
Less: Homeowner's Exemption (7,000.00)
Net Taxable Value $426,000.00
Ad Valorem Property Taxes Rate Amount
Base Property Tax 1.000000% $4,260.00
Patterson Unif-Bond 01A 0.030812% $131.26
Patterson Unif-Bond 01B 0.007859% $33.48
Patterson Unif-Bond 2008A 0.009993% $42.57
Patterson Unif-2016 GO Refunding 0.006695% $28.52
Patterson Unif-Bond 2018 A 0.046326% $197.35
YCCD - Bond 2007C 0.009875% $42.07
Yosemite 2020 GOB Refunding Series B 0.006848% $29.17
Yosemite 2022 GOB Refunding 0.006694% $28.52
Total Ad Valorem Property Taxes 1.125102% $4,792.93
Parcel Charges, Assessments, and Special Taxes Amount
Patterson Garden LMD $590.74
Patterson Gardens Fire Suppression $572.38
Patterson Gardens BAD $169.98
Patterson Ambulance District $27.20
WPFA CFD No. 2001-01 $2,341.14
Turlock Mosquito Abatement $5.16
Total Parcel Charges, Assessments, and Special Taxes $3,706.60 Total Taxes $8,499.53
Total Effective Tax Rate 1.96%
___________________________
(1) Represents the average fiscal year 2022-23 assessed value of single-family homes sold within the Patterson Gardens area of the CFD in the previous five years. Other areas in the CFD are expected to be similar.

Sources: Stanislaus County Tax Collector's Office; Goodwin Consulting Group, Inc.

10.1.e
Packet Pg. 194 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 42 Direct and Overlapping Governmental Obligations
Overlapping Debt Statement. Contained within the boundaries of the District are certain overlapping local agencies providing public services. Many of these local agencies have outstanding debt.

In addition to the lien of the Special Taxes, properties within the District are subject to general ad valorem taxes and other authorized taxes and assessments. The text under the heading “THE DISTRICT—Overlapping Governmental Obligations” contains overlapping debt information for the District and a discussion of those taxes and assessments which may be on a parity with the Special Taxes. Also, the property within the District is subject to existing and future authorized indebtedness of governmental entities payable from taxes and assessments.

This may include general obligation debt and other debt secured by ad valorem or other property taxes. The ability and willingness of an owner of land to pay the Special Taxes could be adversely affected by the existence of other taxes and assessments imposed upon the parcels.

The Special Taxes and any penalties thereon constitute a lien against the lots and parcels of land on which they are annually imposed until they are paid. Such Special Tax lien is on a parity with all special taxes and special assessments levied by the City and other governmental agencies. The Special Taxes, however, do have priority over all existing and future private liens imposed on the property except, possibly, for liens or security interests held by the Federal Deposit Insurance Corporation. See “FACTORS AFFECTING THE CFD BONDS—Bankruptcy and Foreclosure.” The Special Tax lien is co-equal to and independent of the lien of general and special taxes.

The WPFA has covenanted that it will not issue any additional bonds of the District, other than refunding bonds. However, the City and the WPFA have no control over the amount of additional debt payable from taxes or assessments on all or a portion of the property within the District that may be issued in the future by other governmental entities or districts having jurisdiction over all or a portion of such land. Nothing prevents the owners of land within the District from consenting to the issuance of additional debt by other public agencies which would be secured by taxes or assessments on a parity with the Special Taxes. To the extent such indebtedness is payable from assessments, other special taxes levied pursuant to the MelloRoos Act or taxes, such assessments, special taxes and taxes may have a lien on such property on a parity with the lien of the Special Taxes. See “FACTORS AFFECTING THE CFD BONDS ⎯ Parity Taxes and Special Assessments.”
Thus, liens on the property within the District which are on a parity with the lien of the Special Taxes could greatly increase, without any corresponding increase in the value of such property. The imposition of such additional indebtedness could also reduce the willingness and ability of the property owners to pay the Special Taxes when due. See “FACTORS AFFECTING THE CFD BONDS ⎯ Parity Taxes and Special Assessments.” Moreover, in the event of a delinquency in the payment of a Special Tax levy, no assurance can be given that the proceeds of any foreclosure sale would be sufficient to pay the delinquent Special Taxes and any other delinquent special taxes, assessments or taxes. See “Property Values” and “Insufficiency of Special Taxes” under “FACTORS AFFECTING THE CFD BONDS.”

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Packet Pg. 195 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 43 The direct and overlapping debt affecting the District is shown in the table below, which is an overlapping debt report (“Debt Report”) prepared by California Municipal Statistics, Inc.

The Debt Report is included for general information purposes only. The City and the Authority have not reviewed the Debt Report for completeness or accuracy and makes no representation in connection therewith.

The Debt Report generally includes long term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the District in whole or in part. These long-term obligations are not payable from revenues of the District (except as indicated) nor are they necessarily obligations secured by land within the District. In many cases long-term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency. The amount shown reflects the amount outstanding as of the date indicated and does not reflect the amount of authorized but unissued debt.

Table 8
West Patterson Financing Authority
Community Facilities District No. 2001-1 (Public Improvements) Direct and Overlapping Governmental Obligations
As of May 1, 2023
2022-23 Local Secured Assessed Valuation: $806,292,194
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 5/1/23 Yosemite Community College District General Obligation Bonds 0.962% $ 2,436,478 Patterson Joint Unified School District General Obligation Bonds 21.122 11,233,948 West Patterson Public Financing Authority CFD No. 2001-1 100. 56,902,150 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $70,572,576(1) OVERLAPPING GENERAL FUND DEBT:

Stanislaus County Certificates of Participation 1.300% $ 71,650 Stanislaus County Office of Education Certificates of Participation 1.300 10,208 Patterson Joint Unified School District Certificates of Participation 21.122 2,178,768 City of Patterson General Fund Obligations 29.700 563,823 TOTAL OVERLAPPING GENERAL FUND DEBT $2,824,449
COMBINED TOTAL DEBT $73,397,025(2)
(1) Mello-Roos Act bonds to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Ratios to 2022-23 Assessed Valuation:

Direct Debt ($56,902,150)........................................ 7.06% Total Direct and Overlapping Tax and Assessment Debt 8.75% Combined Total Debt ................................................. 9.10%

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Packet Pg. 196 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 44 RISK FACTORS
The purchase of the Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks that should be considered before making an investment decision.

Limited Obligation to Pay Debt Service
The Bonds. The Bonds are special obligations of the Authority payable solely from and secured solely by the Revenues, consisting primarily of debt service on the CFD Bonds, and other amounts held and pledged therefor under the Indenture. The Authority has no obligation to pay principal of or interest on the Bonds if the Revenues and the amounts in the other funds pledged for the Bonds, including the Reserve Fund, are insufficient pay the debt service on the Bonds. The Authority is not obligated to advance funds to pay debt service on the Bonds.

The CFD Bonds. The Authority, the WPFA and the City have no obligation to pay principal of or interest on the CFD Bonds if Special Tax collections are delinquent or insufficient, including funds derived from the foreclosure and sale of parcels for Special Tax delinquencies, to pay the debt service on the CFD Bonds. Neither the Authority, the WPFA or the City is obligated to advance funds to pay debt service on the CFD Bonds.

Levy and Collection of the Special Taxes
General. The principal source of payment of principal of and interest on each series of the CFD Bonds is the proceeds of the annual levy and collection of the Special Tax against taxable property within the applicable District.

Limitation on Special Tax Rate. The annual levy of the Special Tax on any parcel is limited to the maximum Special Tax rate authorized in the applicable Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the CFD Bonds.

No Relationship Between Property Value and Special Tax Levy. Because the Rate and Method is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of taxable property and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of taxable property and their proportionate share of debt service on the CFD Bonds, and certainly not a direct relationship.

Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of taxable property to vary from the Special Tax that might otherwise be expected:

Transfers to Governmental Entities. The number of parcels of taxable property could be reduced through the acquisition of taxable property by a governmental entity (by exercise of its rights as mortgage guarantor, or for other reasons) and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels. No investigation has been

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Packet Pg. 197 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 45 made as to whether any governmental entity currently owns or has an interest in any property in the District.

Property Tax Delinquencies. Failure of the owners of taxable property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Taxes. For a summary of Special Tax collections and delinquencies in the District, see “THE DISTRICT – Delinquencies on a Combined Basis.”
Delays Following Delinquencies and Foreclosure Sales. The CFD Fiscal Agent Agreement provide that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY FOR THE CFD BONDS – Covenants of the WPFA” and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in payments to the Authority, as owner of the CFD Bonds, pending such sales or the prosecution of foreclosure proceedings and receipt by the Authority of the proceeds of sale. See “SECURITY FOR THE CFD BONDS.”
Payment of Special Taxes is not a Personal Obligation of the Property Owners Property owners are not personally obligated to pay their respective Special Taxes.

Rather, the Special Taxes are obligations only against the respective parcels against which they are levied. If, after a default in the payment of the Special Tax and a foreclosure sale, the resulting proceeds are insufficient, taking into account other obligations also constituting a lien against the parcel, the WPFA has no personal recourse against the parcel owner.

Assessed Valuations
The Authority has not commissioned an appraisal of the parcels in any of the District in connection with the issuance of the Bonds. Therefore, the estimated valuation of the taxable property in the District set forth in this Official Statement are based on the County Assessor’s values. The Assessed Valuation, derived from the County Assessor’s Fiscal Year 2016-17 property tax roll, is not necessarily an indication of what a willing buyer might pay for a property.

The assessed value is not necessarily evidence of future value because future facts and circumstances may differ significantly from the present.

No assurance can be given that any of the taxable property in the District could be sold for the Assessed Valuations if that property should become delinquent and subject to foreclosure proceedings.

Property Values
The value of taxable property within the District is a critical factor in determining the investment quality of the Bonds. If a parcel owner defaults in the payment of the Special Taxes, the Authority’s only remedy is to foreclose on the delinquent property.

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Packet Pg. 198 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 46 The following is a discussion of specific risk factors that could affect the value of property in the District.

Prolonged Economic Downturn. Land values in and around the City have been in the past and likely would be in the future adversely affected by national and local economic conditions. To the extent of an economic downturn, property values could remain flat and/or decrease for an indefinite period.

Declines in home values in the District could also result in property owner unwillingness or inability to pay mortgage payments, as well as ad valorem property taxes and Special Taxes, when due. Under such circumstances, bankruptcies are likely to increase. Bankruptcy by homeowners with delinquent Special Taxes would delay the commencement and completion of foreclosure proceedings.

Risks Related to Mortgage Loans. Although residential projects that have their homes built and occupied by homeowners are typically viewed as providing bondholders with strong credits, some of the home purchasers within the District, especially those during 2004 to 2013, may face challenges in making their mortgage and tax payments on a timely basis, due to their initial high loan to value ratios, creative mortgage loan structures, and potential negative equity levels.

Events in the United States and world-wide capital markets could adversely affect the availability of mortgage loans to homeowners, including potential buyers of homes within the District. Any such unavailability could hinder the ability of the current homeowners to resell their homes, and adversely affect the market prices available to current homeowners.

Natural Disasters. The value of the parcels in the District in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in the District and the continued habitability and enjoyment of such private improvements.

For example, the areas in and surrounding the District, like those in much of the State, may be subject to earthquakes or other unpredictable seismic activity, however, the District are not located in a seismic special studies zone.

Other natural disasters could include, without limitation, landslides, floods, droughts or fires. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate.

Hazardous Substances. One of the most serious risks in terms of the potential reduction in the property values is a claim with regard to a hazardous substance. In general, the owners and operators of property may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the

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Packet Pg. 199 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 47 most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the Taxable Property in the District be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

Although the City is not aware that the owners or operators of any of the Taxable Property in the District have such a current liability, it is possible that such liabilities do currently exist. Further, it is possible that liabilities may arise in the future resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but that has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently on the parcel of a substance not presently classified as hazardous but that may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the property values that would otherwise be realized upon a delinquency.

No information is available as to the existence of any hazardous substances within the District.

Other Factors. Other factors that could adversely affect property values in the District include, among others, relocation of employers out of the area, shortages of water, electricity, natural gas or other utilities, and destruction of property caused by man-made disasters.

Enforcement of Special Taxes on Governmentally Owned Properties General. The ability of the WPFA to foreclose the lien of delinquent unpaid Special Tax or Reassessment installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest.

Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or city cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest.

The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.” This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within the District, but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

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Packet Pg. 200 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 48 Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

Neither the City nor the Authority has undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes within the District. No assurance can be given as to the likelihood that the risks described above will materialize while the CFD Bonds are outstanding.

FDIC. If any financial institution making any loan secured by real property within the District is taken over by the FDIC, and prior thereto or thereafter the loan (or loans) goes into default, resulting in ownership of the property by the FDIC, then the ability of the City to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited.

The FDIC’s policy statement regarding the payment of state and local real property taxes (the “Policy Statement”) provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property’s value, and that the FDIC is immune from real property taxes assessed on any basis other than property value.

According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution’s affairs, unless abandonment of the FDIC’s interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC-owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC’s consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC’s consent.

The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes, including special taxes and assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Act and a Rate and Method, which determines the special tax due each year, are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC’s federal immunity. The Ninth Circuit issued a ruling on August 28, 2001, in which it determined that the FDIC, as a federal agency, is exempt from Mello-Roos special taxes.

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Packet Pg. 201 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 49 The Authority and the City are unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of Special Taxes on a parcel within the District, in which the FDIC has or obtains an interest, although prohibiting the lien of the Special Taxes to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome couldReserve Fund, if enough property were to become owned by the FDIC, a default in payment on the CFD Bonds.

Exemptions Under Rate and Method and the Mello-Roos Act. Certain properties are exempt from the Special Tax in accordance with the Rate and Method and the Act, which provides that properties or entities of the state, federal or local government are exempt from the Special Tax; provided, however, that property within the District acquired by a public entity through a negotiated transaction or by gift or devise, which is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax.

In addition, although the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property is to be treated as if it were a special assessment, the constitutionality and operation of these provisions of the Act have not been tested, meaning that such property could become exempt from the Special Tax. The Act further provides that no other properties or entities are exempt from the Special Tax unless the properties or entities are expressly exempted in a resolution of consideration to levy a new special tax or to alter the rate or method of apportionment of an existing special tax.

Bankruptcy Delays
The payment of the Special Taxes, and the ability of the City to foreclose the lien of a delinquent unpaid Special Tax, may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by State laws relating to judicial foreclosure.

The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax installments not being paid in part or in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the CFD Bonds, as applicable.

Disclosure to Future Purchasers
The City has caused to be recorded, in the Office of the County Recorder, a notice of the Special Tax lien with respect to the District. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider the obligations represented by the Special Taxes

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Packet Pg. 202 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 50 in the purchase of a parcel of land or a home in the District, or the lending of money secured by property in the District.

No Acceleration; Right to Pursue Remedies
Neither the Bonds nor the CFD Bonds contain a provision allowing for acceleration if a payment default or other default occurs under the Indenture or the CFD Fiscal Agent Agreement. See “APPENDIX A – Summary of Certain Provisions of Principal Legal Documents.”
So long as the Bonds are in book-entry form, DTC will be the sole Bond Owner and will be entitled to exercise all rights and remedies of Bond Owners under the Bonds and the Indenture.

Loss of Tax Exemption
As discussed under the caption “LEGAL MATTERS – Tax Matters,” interest on the Bonds might become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued as a result of future acts or omissions of the Authority in violation of its covenants in the Indenture, or of the City in violation of its covenants in the CFD Fiscal Agent Agreement.

The Indenture does not contain a special redemption feature triggered by the occurrence of an event of taxability. As a result, if interest on the Bonds were to be includable in gross income for purposes of federal income taxation, the Bonds would continue to remain outstanding until maturity unless earlier redeemed pursuant to mandatory redemption. See “THE BONDS – Redemption.”
In addition, Congress has considered in the past, is currently considering and may consider in the future, legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation.

Voter Initiatives
Under the California Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996, and Proposition 26, which was approved on November 2, 2010.

Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies such as the City. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding obligations such as the CFD Bonds.

Proposition 218—Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment, added Articles XIIIC and

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Packet Pg. 203 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 51 XIIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges.

On November 2, 2010, California voters approved Proposition 26, entitled the “Supermajority Vote to Pass New Taxes and Fees Act”. Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.” Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two-thirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes (“special taxes”) require a two-thirds vote.

The Special Taxes and the CFD Bonds were authorized by not less than a two-thirds vote of the landowners within the CFD who constituted the qualified electors at the time of such voted authorization. The City believes, therefore, that issuance of the CFD Bonds does not require the conduct of further proceedings under the Act, Proposition 218 or Proposition 26.

Like their antecedents, Proposition 218 and Proposition 26 are likely to undergo both judicial and legislative scrutiny before the impact on the District can be determined. Certain provisions of Proposition 218 and Proposition 26 may be examined by the courts for their constitutionality under both State and federal constitutional law, the outcome of which cannot be predicted.

No Acceleration Provisions
The Bonds do not contain a provision allowing for their acceleration in the event of a payment default or other default under the terms of the Indenture, the Bonds or the CFD Fiscal Agent Agreement. Under the CFD Fiscal Agent Agreement, a Bondholder is given the right for the equal benefit and protection of all Bondowners similarly situated to pursue certain remedies.

So long as the Bonds are in book-entry form, DTC will be the sole Bondholder and will be entitled to exercise all rights and remedies of Bond holders.

Secondary Market for Bonds
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that any Bonds can be sold for any particular price. Prices of bond issues for which a market is being made will depend upon then-prevailing circumstances. Such prices could be substantially different from the original purchase price.

No assurance can be given that the market price for the Bonds will not be affected by the introduction or enactment of any future legislation (including without limitation amendments to the Internal Revenue Code), or changes in interpretation of the Internal Revenue Code, or any action of the Internal Revenue Service, including but not limited to the publication of proposed or final regulations, the issuance of rulings, the selection of the Bonds for audit examination, or the course or result of any Internal Revenue Service audit or examination of the Bonds or obligations that present similar tax issues as the Bonds.

Cyber Security

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Packet Pg. 204 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 52 The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. In addition, the City relies on the County to provide the District with information technology services and personnel. As a recipient and provider of personal, private or other sensitive electronic information, each of the District and the County is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the District’s or County’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the District, the County or the Systems, or the administration of the Bonds. The City is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation the Trustee and the dissemination agent. No assurance can be given that the District, the County and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

THE AUTHORITY
The Authority is a a joint powers authority established under Sections 6500 et seq. of the California Government Code and a Joint Exercise of Powers Agreement dated as of September 25, 1990, by and between the City of Patterson and the Redevelopment Agency of the City of Patterson (now succeeded by the Successor Agency to the Redevelopment Agency of the City of Patterson). The Authority is qualified to assist in financing projects and certain public improvements and to issue the Bonds under the Bond Law. The Authority has no taxing power.

The Authority and the City are each separate and distinct legal entities, and the debts and obligations of one such entity are not debts or obligations of the other entity.

The Authority is governed by a five-member Board of Directors. The City Council members constitute the members of the Board of Directors of the Authority. The Executive Director of the Authority is the City Manager. The Authority is specifically granted the power to issue bonds and to sell such bonds to public or private purchasers at public or by negotiated sale. The Authority is entitled to exercise powers common to its members and necessary to accomplish the purpose for which it was formed and those additional powers granted to it under the California Government Code.

THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE

SOLELY FROM AND SECURED SOLELY BY THE REVENUES AND OTHER AMOUNTS PLEDGED THEREFOR IN THE INDENTURE. THE BONDS ARE NOT A DEBT OR LIABILITY

OF THE CITY, THE WEST PATTERSON FINANCING AUTHORITY, THE STATE OR ANY OF

ITS POLITICAL SUBDIVISIONS OTHER THAN THE AUTHORITY, AND THEN ONLY TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE. NEITHER THE FAITH AND CREDIT

NOR THE TAXING POWER OF THE CITY, THE WEST PATTERSON FINANCING

AUTHORITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE BONDS. THE AUTHORITY HAS NO TAXING POWER. EXCEPT FOR THE REVENUES, NO OTHER REVENUES OR TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE WPFA, THE CITY, THE AGENCY

AND THE SUCCESSOR AGENCY HAVE NO OBLIGATION WHATSOEVER WITH RESPECT TO THE BONDS.

LEGAL MATTERS

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Packet Pg. 205 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 53 Tax Matters
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax.

The opinions set forth in the preceding paragraph are subject to the condition that the Authority and the District comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) that must be satisfied subsequent to the issuance of the Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The Authority and the District have made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds.

Tax Treatment of Original Issue Discount and Premium. The issue price for original issue discount (as further discussed below) and market discount purposes (the “OID Issue Price”) for each maturity of the Bonds is the price at which a substantial amount of such maturity of the Bonds is first sold to the public (excluding bond houses and brokers and similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The OID Issue Price of a maturity of the Bonds may be different from the price set forth, or the price corresponding to the yield set forth, on the cover page hereof.

If the OID Issue Price of a maturity of the Bonds is less than the principal amount payable at maturity, the difference between the OID Issue Price of each such maturity, if any, of the Bonds (the “OID Bonds”) and the principal amount payable at maturity is original issue discount.

For an investor who purchases an OID Bond in the initial public offering at the OID Issue Price for such maturity and who holds such OID Bond to its stated maturity, subject to the condition that the District complies with the covenants discussed above, (a) the full amount of original issue discount with respect to such OID Bond constitutes interest which is excludable from the gross income of the owner thereof for federal income tax purposes; (b) such owner will not realize taxable capital gain or market discount upon payment of such OID Bond at its stated maturity; (c) such original issue discount is not included as an item of tax preference in computing the alternative minimum tax for individuals under the Code; and (d) the accretion of original issue discount in each year may result in certain collateral federal income tax consequences in each year even though a corresponding cash payment may not be received until a later year. An OID Bond would be treated in a similar manner for purposes of California personal income taxes.

Owners of Bonds who dispose of Bonds prior to the stated maturity (whether by sale, redemption or otherwise), purchase Bonds in the initial public offering, but at a price different from the OID Issue Price or purchase Bonds subsequent to the initial public offering should consult their own tax advisors.

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Packet Pg. 206 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 54 If a Bond is purchased at any time for a price that is less than the Bond’s stated redemption price at maturity or, in the case of an OID Bond, its OID Issue Price plus accreted original issue discount (the “Revised Issue Price”), the purchaser will be treated as having purchased a Bond with market discount subject to the market discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser’s election, as it accrues. Such treatment would apply to any purchaser who purchases an OID Bond for a price that is less than its Revised Issue Price. The applicability of the market discount rules may adversely affect the liquidity or secondary market price of such Bond. Purchasers should consult their own tax advisors regarding the potential implications of market discount with respect to the Bonds.

An investor may purchase a Bond at a price in excess of its stated principal amount.

Such excess is characterized for federal income tax purposes as “bond premium” and must be amortized by an investor on a constant yield basis over the remaining term of the Bond in a manner that takes into account potential call dates and call prices. An investor cannot deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium is treated as a reduction in the tax-exempt interest received. As bond premium is amortized, it reduces the investor’s basis in the bond. Investors who purchase a Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the Bond’s basis for purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirement of the Bond.

California Tax Status. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes.

Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the Bonds, or as to the consequences of owning or receiving interest on the Bonds, as of any future date. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

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Packet Pg. 207 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 55 Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the Bonds, the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds.

Absence of Litigation
The Authority and the City will certify at the time the Bonds are issued that no litigation is pending or threatened concerning the validity of the Bonds and that no action, suit or proceeding is known by the Authority or the City to be pending that would restrain or enjoin the delivery of the Bonds, or contest or affect the validity of the Bonds, or any proceedings of the Authority or the City taken with respect to the Bonds.

Legal Opinion
All proceedings in connection with the issuance of the Bonds are subject to the approval as to their legality of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. The form of unqualified opinion of Bond Counsel approving the validity of the Bonds is attached as APPENDIX D.

RATINGS
It is anticipated that S&P Global Ratings (“S&P”) will assign its municipal bond rating of “____” to the Bonds that are insured, based on the understanding that the Insurer will issue its 2023 Insurance Policy in connection with the closing of the Bonds. S&P has also assigned an underlying municipal bond rating of “A” to the Bonds. These ratings reflect only the views of S&P, and an explanation of the significance of such ratings may be obtained from S&P.

There is no assurance that any rating will continue for any given period of time for the Bonds or that it will not be revised downward or withdrawn entirely by S&P, if, in the judgment of S&P, circumstances so warrant. The District and the Authority undertake no responsibility to oppose any downward revision or withdrawal of any rating obtained. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds.

UNDERWRITING

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Packet Pg. 208 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 56 Hilltop Securities, Inc. (the “Underwriter”), has agreed to purchase the Bonds at a purchase price of $____________ (being the principal amount of the Bonds ($_________) [plus/less] net original issue [premium/discount] of $___________ and less an underwriter’s discount of $___________).

The Underwriter may change the initial public offering prices of the Bonds from time to time. The agreement under which the Underwriter has agreed to purchase the Bonds provides that the Underwriter will purchase all the Bonds if any are purchased, and that the obligation to make such purchase is subject to certain terms and conditions set forth therein, including, among others, the approval of certain legal matters by counsel.

The Underwriter and its respective affiliates are full-service financial institutions engaged in various activities that may include securities trading, commercial and investment banking, municipal advisory, brokerage, and asset management. In the ordinary course of business, the Underwriter and its respective affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps). The Underwriter and its respective affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the Issuer. The Underwriter and its respective affiliates may make a market in credit default swaps with respect to municipal securities in the future. The Underwriter and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the Authority.

CONTINUING DISCLOSURE
The City, on behalf of itself and the Authority, will covenant for the benefit of owners of the Bonds to provide certain financial information and operating data relating to the District (the “Annual Report”) by not later than nine months following the end of the City’s Fiscal Year (currently March 31 based on the City’s Fiscal Year ending June 30), commencing March 31, 2024, with the report for the Fiscal Year ending June 30, 2023, and to provide notices of the occurrence of certain listed events.

These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5), as amended (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events is set forth in APPENDIX E.

A review of the City’s compliance with prior continuing disclosure undertakings in the last five years indicates that:
(1) [ to come?]
(2)
[[Supplemental annual reports, notices of rating changes and other filings to correct all of the known failures by the City to comply with its continuing disclosure undertakings have been made. The City has engaged contract support for the preparation and filing of its continuing

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Packet Pg. 209 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 57 disclosure reports, including as to the District, in order to ensure compliance with future continuing disclosure obligations.]]

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Packet Pg. 210 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) 58 MISCELLANEOUS
Verification of Mathematical Computations
_____________, _____________, independent accountants, upon delivery of the Bonds, will deliver one or more reports on the mathematical accuracy of certain computations contained in schedules provided to them which were prepared by the Authority and the City relating to the sufficiency of moneys and securities deposited into the Escrow Fund to pay, when due, the redemption price of the 2013 Bonds.

Professionals Involved in the Offering
All proceedings in connection with the issuance of the Bonds are subject to the approval of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Jones Hall, A Professional Law Corporation, is also acting as Disclosure Counsel to the Authority.

U.S. Bank Trust Company, National Association, San Francisco, California, will serve as the Trustee. Kutak Rock LLP, Irvine, California, is acting as counsel to the Underwriter.

The Authority has retained Del Rio Advisors, LLC, Modesto, California, as municipal advisor (the “Municipal Advisor”) in connection with the planning, structuring and issuance of the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement.

The compensation of Bond Counsel, Disclosure Counsel, the Trustee, the Municipal Advisor and Underwriter’s counsel is contingent upon issuance of the Bonds.

Execution
The execution and delivery of this Official Statement have been duly authorized by the Authority.

PATTERSON PUBLIC FINANCING

AUTHORITY
By:

Chief Financial Officer/Treasurer

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Packet Pg. 211 Attachment: POS 2023 Patterson FA (Authorizing the Issuance and Sale of Refunding Special Tax Revenue Bonds) A-1

APPENDIX A

SUMMARY OF CERTAIN PROVISONS OF PRINCIPAL LEGAL DOCUMENTS

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APPENDIX B

THE CITY OF PATTERSON AND STANISLAUS COUNTY
The District is located in the City of Patterson (“City”) in Stanislaus County (“County”), California (“State”). The financial and economic data for the City are presented for information purposes only. The Bonds are not a debt or obligation of the City, the West Patterson Financing Authority (“Authority”), the County or the State, but are a limited obligation of the Authority secured solely by the funds held pursuant to the CFD Fiscal Agent Agreement.

The City is located in the County on Highway 33, along the Interstate 5 corridor, 280 miles north of Los Angeles, 92 miles south of Sacramento, 89 miles southeast of San Francisco and 45 miles southeast of Livermore. Incorporated in 1919, the City encompasses a total of 5.9 square miles.

With a current population of 24,317, the City is a rural, small town surrounded by agricultural land. With agriculture as its primary economic base, orchards of apricots, almonds and walnuts, as well as row crops of dry beans, tomatoes, broccoli, spinach, peas and melons play an important role in Patterson’s history. Patterson is the apricot capital of the world.

Municipal Government
The City Council of the City is composed of five members, a Mayor and four Council Members, elected at large by the citizens of Patterson. The Mayor serves a two-year term, and Council Members serve four-year overlapping terms. The Mayor presides over the meetings and performs other ceremonial duties. As the policy-making legislative body, the City Council is responsible for the enactment of all programs, policies and services of the City.

The City Council acts upon all legislative matters concerning the City, approving and adopting all ordinances, resolutions, contracts and other matters requiring overall policy decisions and leadership. The Council appoints the City Manager, City Attorney and various other commissions, boards and citizen advisory committees, all of which ensure broad-based input into the affairs of the City.

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Population
The following table lists population figures for the County and City for the last five calendar years for which data is available.

Table A-1

CITY OF PATTERSON, STANISLAUS COUNTY,

STATE OF CALIFORNIA
Population Estimates, as of January 1
2019 2020 2021 2022 2023
Patterson 23,086 23,150 23,658 24,142 24,317
Stanislaus County 553,131 554,931 551,353 548,719 545,939 State of California 39,605,361 39,648,938 39,286,510 39,078,674 38,940,231 Source: California State Department of Finance.

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Principal Employers
The following table shows the principal employers in the City for fiscal year ending June 30, 2021.

PRINCIPAL EMPLOYERS
City of Patterson
As of June 30, 2021
Employer
Number of
Employees
Amazon Fulfillment Center 945
Patterson Joint Unified School District 750
CVS Caremaker Distribution Center 510
Grainger Distribution Center 445
Walmart Supercenter 300
City of Patterson 221
Restoration Hardware 186
King’s Roofing 167
Save Mart 139
Mc Donald’s 75
Total – Top Ten 3,738
Total City-Wide Employment 9,600
Source: City of Patterson Comprehensive Annual Financial Report for Fiscal Year 2020-21.

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Employment and Industry
The unemployment rate in the Stanislaus County was 6.9 percent in March 2023, down from a revised 6.8 percent in February 2023, and above the year-ago estimate of 5.9 percent.

This compares with an unadjusted unemployment rate of 4.8 percent for California and 3.6 percent for the nation during the same period. The following sets forth employment information for the Modesto MSA in the County for the prior five years.

Table A-2

MODESTO MSA, STANISLAUS COUNTY
Civilian Labor Force, Employment and Unemployment; Employment by Industry (Annual Averages)
March 2022 Benchmark
2018 2019 2020 2021 2022
Civilian Labor Force (1) 243,100 242,900 242,500 240,200 242,300 Employment 227,300 228,100 215,900 220,200 229,100
Unemployment 15,700 14,800 26,600 20,000 13,100
Unemployment Rate 6.5% 6.1% 11.0% 8.3% 5.4%
Wage and Salary Employment: (2)
Agriculture 14,400 14,900 14,500 14,000 14,200
Mining, Logging, and Construction 10,200 10,500 9,800 10,700 11,400 Manufacturing 21,600 21,400 21,200 21,800 22,800
Wholesale Trade 6,300 6,200 5,900 5,600 5,700
Retail Trade 23,200 22,800 21,900 23,000 23,200
Transportation, Warehousing & Utilities 7,900 8,700 9,000 9,100 9,900 Information 1,000 1,000 800 800 800
Financial Activities 5,300 5,300 5,100 4,900 5,000
Professional & Business Services 15,400 15,300 15,100 15,400 15,300 Educational & Health Services 33,600 34,700 34,600 35,000 35,700 Leisure & Hospitality 19,300 19,200 15,800 18,200 20,600 Other Services 5,800 5,900 5,100 5,500 6,100
Federal Government 800 800 900 700 700
State Government 2,200 2,100 2,100 2,000 2,200
Local Government 26,600 27,400 25,900 25,700 26,800
Total, All Industries 193,600 196,200 187,600 192,400 200,300 (1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.

Source: State of California Employment Development Department.

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The following tables list the major employers in the County as of May 2023.

Table A-3

STANISLAUS COUNTY
Major Employers
(As of May 2023)
Employer Name Location Industry
Amazon Fulfillment Ctr Patterson Mail Order Fulfillment Service Bartles & Jaymes Co Modesto Wineries (mfrs)
Bronco Wine Co Ceres Wineries (mfrs)
Conagra Brands Inc Oakdale Food Products (whls)
Del Monte Foods Inc Modesto Food Products & Manufacturers Duarte Nursery Hughson Nurserymen
Duarte Nursery Inc Hughson Nurserymen
E & J Gallo Winery Modesto Wineries (mfrs)
Emanuel Medical Ctr Turlock Hospitals
Foster Farms Turlock Poultry Processing Plants (mfrs)
Frito-Lay Inc Modesto Potato Chips (whls)
Health Services Agency Modesto Clinics
Memorial Medical Ctr Modesto Hospitals
Modesto Bee Modesto Newspapers (publishers/Mfrs)
Modesto Irrigation District Modesto Utilities
Oak Valley Hospital District Oakdale Health Care Management Pacific Southwest Contnr LLC Modesto Corrugated & Solid Fiber Boxes (mfrs) Patterson City Office Modesto City Government-Executive Offices Stanislaus County Welfare Dept Modesto Government Offices-County Storer Coachways Modesto Buses-Charter & Rental
Sysco Central Ca-Whls Rstrnt Modesto Food Products (whls) Temsa Turlock Nonclassified Establishments
Turlock Irrigation District Turlock Electric Companies
Vsp Products Inc Newman Dried/Dehydrated Fruits Vegetables Walmart Modesto Department Stores
Source: State of California Employment Development Department; extracted from America’s Labor Market Information System Employer Database, 2023 2nd Edition.

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Construction Permits
The following charts show the total number of residential building permits issued in the City and the County, the value of those permits and the value of non-residential permits, for each of the last five calendar years for which data is available, from calendar years 2017 through 2021.

Table A-4

CITY OF PATTERSON
Total Building Permit Valuations
(Valuations In Thousands)
2017 2018 2019 2020 2021
Permit Valuation
New Single-family $29,282.2 $7,000.5 $5,251.7 $22,943.8 $24,297.3 New Multi-family 855.7 0.0 765.2 0.0 0.0
Res. Alterations/Additions 298.2 536.1 16.0 83.6 210.7
Total Residential 30,436.1 7,536.6 6,032.9 23,027.4 24,508.0 New Commercial 2,372.1 10,290.4 4,181.5 1,609.9 2,504.1 New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 2,558.2 1,385.1 926.5 888.0 1,616.0
Com. Alterations/Additions 310.0 1,442.5 1,561.6 226.1 780.9 Total Nonresidential $5,240.3 $13,118.0 $6,669.6 $2,724.0 $4,901.0 New Dwelling Units
Single Family 107 26 28 98 86
Multiple Family 12 0 4 0 0
TOTAL 119 26 32 98 86
Source: Construction Industry Research Board, Building Permit Summary.

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Table A-5

STANISLAUS COUNTY
Total Building Permit Valuations
(Valuations in Thousands)
2017 2018 2019 2020 2021
Permit Valuation
New Single-family $168,250.6 $141,972.2 $117,995.9 $138,915.1 $165,543.8 New Multi-family 26,655.7 1,268.9 19,128.6 18,152.6 17,992.0 Res. Alterations/Additions 46,491.2 33,278.3 36,671.9 31,153.4 27,562.7 Total Residential 241,397.5 176,519.4 173,796.4 188,221.1 211,098.5 New Commercial 79,468.2 96,200.9 97,980.1 $65,798.9 $167,221.6 New Industrial 32,379.3 12,626.4 30,302.6 17,429.8 14,000.0 New Other 32,339.9 87,441.3 30,777.0 30,371.3 34,862.0
Com. Alterations/Additions 99,818.3 54,449.5 104,465.8 68,270.3 47,614.7 Total Nonresidential $244,005.7 $250,718.1 $263,525.5 $181,870.3 $263,698.3 New Dwelling Units
Single Family 788 684 561 646 707
Multiple Family 95 10 178 110 80
TOTAL 883 694 739 756 787
Source: Construction Industry Research Board, Building Permit Summary.

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Taxable Sales
A summary of historic taxable sales within the City during the past five years in which data is available is shown in the following table. Total taxable sales during calendar year 2022 in the City of Patterson were reported to be $1,081,591,617 a 1.88% increase over the total taxable sales of $1,061,666,518 reported during calendar year 2021.

Table A-6

CITY OF PATTERSON
Taxable Transactions
(Dollars In Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2018 296 234,336 432 480,660
2019 288 257,099 433 505,236
2020 305 256,562 472 570,363
2021 317 751,927 463 1,061,666
2022 329 721,280,559 489 1,081,591
Source: State Department of Tax and Fee Administration.

A summary of historic taxable sales within the County during the past five years in which data is available is shown in the following table. Total taxable sales during calendar year 2022 in the County were reported to be $12,972,355,378 a 5.15% increase over the total taxable sales of $12,336,565,051 reported during calendar year 2021.

Table A-7

STANISLAUS COUNTY
Taxable Transactions
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2018 7,297 6,245,295 11,647 9,298,941
2019 7,442 6,465,963 12,084 9,679,826
2020 8,329 6,882,397 13,500 10,087,295
2021 7,848 8,695,930 12,854 12,336,565
2022 7,903 8,659,163 13,158 12,972,355
Source: State Department of Tax and Fee Administration.

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Effective Buying Income
“Effective Buying Income” is defined as personal income less personal tax and nontax payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance.

According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.”
The following table summarizes the total effective buying income for the City, the County, the State and the United States for the period 2019 through 2023.

Table A-8

CITY OF PATTERSON, STANISLAUS COUNTY,

STATE OF CALIFORNIA
Effective Buying Income
As of January 1, 2019 through 2023
Year Area
Total Effective
Buying Income
(000’s Omitted)
Median Household
Effective Buying
Income
2019 City of Patterson $435,633 $53,695
Stanislaus County 11,772,166 51,340
California 1,183,264,399 62,637
United States 9,017,967,563 52,841
2020 City of Patterson $469,838 $63,143
Stanislaus County 12,241,056 55,212
California 1,243,564,816 65,870
United States 9,487,165,436 55,303
2021 City of Patterson $492,209 $64,872
StanislausCounty 12,472,918 55,452
California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of Patterson $541,652 $70,358
Stanislaus County 13,889,615 63,128
California 1,452,426,153 77,058
United States 11,208,582,541 64,448
2023 City of Patterson $561,791 $69,561
Stanislaus County 14,125,584 63,716
California 1,461,799,662 77,175
United States 11,454,846,397 65,326
Source: The Nielsen Company (US), Inc for 2018; Claritas, LLC for 2019 and 2023.

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C-4

APPENDIX C

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES

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D-1

APPENDIX D

FORM OF BOND COUNSEL OPINION
_______, 2023
Patterson Public Financing Authority
311 Vernon Street
Patterson, California 95678
OPINION: $________ Patterson Public Financing Authority Special Tax Revenue Refunding Bonds, Series 2023
Members of the Authority:

We have acted as bond counsel to the Patterson Public Financing Authority (the “Authority”) in connection with the delivery by the Authority of the above-referenced bonds (the “Bonds”), issued under the provisions of Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Bond Law”), and pursuant to an Indenture of Trust dated as of July 1, 2023 (the “Indenture”), between the Authority and U.S. Bank Trust Company, National Association, as trustee. We have examined the Bond Law, an executed copy of the Indenture and such certified proceedings and other papers as we deem necessary to render this opinion.

As to questions of fact material to our opinion, we have relied upon representations of the Authority contained in the Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.

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

1. The Authority is a public agency duly organized and existing under the laws of the State of California, with power to enter into the Indenture, to perform the agreements on its part contained therein and to issue the Bonds.

2. The Bonds have been duly authorized, executed and delivered by the Authority and are legal, valid and binding obligations of the Authority, payable solely from the sources provided therefor in the Indenture.

3. The Indenture has been duly approved by the Authority and constitutes a legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms.

4. Pursuant to the Bond Law, the Indenture establishes a valid lien on and pledge of the Revenues (as such term is defined in the Indenture) for the security of the Bonds.

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5. Interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding sentence are subject to the condition that the Authority and the City of Patterson (the “City”) comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Authority and the City have covenanted to comply with each such requirement.

Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds.

6. Interest on the Bonds is exempt from personal income taxation imposed by the State of California.

The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,
A Professional Law Corporation

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APPENDIX E

FORM OF CONTINUING DISCLOSURE CERTIFICATE
$_________

PATTERSON PUBLIC FINANCING AUTHORITY

SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 2023
This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the City of Patterson (the “City”), for and on behalf of itself and the West Patterson Financing Authority and the Patterson Public Financing Authority (the “Authority”), in connection with the issuance by the Authority of the Special Tax Revenue Refunding Bonds captioned above (the “Bonds”). The Bonds are generally secured by revenues derived from debt service payments made on special tax refunding bonds issued by the West Patterson Financing Authority in 2013 captioned “Special Tax Refunding Bonds, Series 2013-A-1 and Series 2013- A-2,” and “Special Tax Bonds, Series 2013-B” (collectively, the “CFD Bonds”). The CFD Bonds are generally secured by special taxes levied against taxable property the West Patterson Financing Authority’s Community Facilities District No. 2001-1. The Bonds are being issued under an Indenture of Trust, dated as of ________ 1, 2023 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The City, on behalf of itself and the Authority, hereby covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City, for and on behalf of itself and the Authority, for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule.

Section 2. Definitions. In addition to the definitions set forth above and in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Annual Report Date” means the date that is 9 months after the end of the City’s Fiscal Year (currently March 31 based on the City’s Fiscal Year end of June 30). “Dissemination Agent” means Goodwin Consulting Group, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for

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purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the final official statement executed by the Authority in connection with the issuance of the Bonds.
“Participating Underwriter” means Hilltop Securities, Inc., the original underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

Section 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing March 31, 2024, with the report for the 2022-23 Fiscal Year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual 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; provided that the audited financial statements of the City and the Authority may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall provide in a timely manner (or cause the Dissemination Agent to provide in a timely manner) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A. (c) With respect to each Annual Report, the Dissemination Agent shall:
(i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and
(ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following:

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(a) The audited financial statements of the City and the Authority, together with the following statement:

THE CITY’S AND THE AUTHORITY’S ANNUAL FINANCIAL STATEMENTS ARE

PROVIDED SOLELY TO COMPLY WITH THE SECURITIES EXCHANGE
COMMISSION STAFF’S INTERPRETATION OF RULE 15C2-12. NO FUNDS OR

ASSETS OF THE CITY OR THE AUTHORITY OTHER THAN THOSE PLEDGED

UNDER THE INDENTURE ARE REQUIRED TO BE USED TO PAY DEBT SERVICE

ON THE BONDS, AND NEITHER THE CITY NOR THE AUTHORITY ARE OBLIGATED

TO ADVANCE AVAILABLE FUNDS FROM ANY SOURCE TO COVER ANY DELINQUENCIES. INVESTORS SHOULD NOT RELY ON THE FINANCIAL

CONDITION OF THE CITY OR THE AUTHORITY IN EVALUATING WHETHER TO BUY, HOLD OR SELL THE BONDS.

The audited financial statements shall be prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If such audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Additional Items relating to the Authority and the District:

1. Principal amount of Bonds outstanding as of September 30th preceding the filing of the Annual Report.

2. Balance in funds and accounts held by Authority or Trustee related to the Bonds as of September 30th preceding the filing of the Annual Report.

4. The Special Tax levy, the delinquency rate, total amount of delinquencies, number of parcels delinquent in payment for the five most recent fiscal years for the District with outstanding CFD Bonds.

5. Notwithstanding the June 30th reporting date for the Annual Report, the following information shall be reported as of the last day of the month immediately preceding the date of the Annual Report rather than as of June 30th. For the District, identity of each delinquent taxpayer responsible for 5% or more of the total Special Tax levied, and the following information with respect thereto: assessor parcel number, assessed value of applicable properties, amount of Special Tax levied, amount delinquent by parcel number and status of foreclosure proceedings. If any foreclosure has been completed, summary of results of foreclosure sales or transfers.

6. For the District, additional debt authorized to be issued by the City that is payable from or secured by assessments or special taxes with respect to property within such District.
(c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

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(d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference.

Section 5. Reporting of Significant Events.
(a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties.
(4) Unscheduled draws on credit enhancements reflecting financial difficulties.
(5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security.
(7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.

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(14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.
(15) Incurrence of a financial obligation of the District, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the District, any of which affect security holders, if material (for the definition of “financial obligation,” see clause (e)).
(16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the District, any of which reflect financial difficulties (for the definition of “financial obligation,” see clause (e)).
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event.

Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Indenture. (c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), and (a)(14) of this Section 5 contain the qualifier “if material.” The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that the City determines the event’s occurrence is material for purposes of U.S. federal securities law. (d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. (e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in

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full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

Section 8. Dissemination Agent. The City 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 Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be Goodwin Consulting Group. Any Dissemination Agent may resign by providing 30 days’ written notice to the City.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City 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(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.

A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(c).

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or

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including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder 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 City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the Bond holders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
(b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.

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Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.

Date: ______________, 2023
CITY OF PATTERSON, for and on behalf of
the PATTERSON PUBLIC FINANCING
AUTHORITY and WEST PATTERSON

FINANCING AUTHORITY
By:
____________
AGREED AND ACCEPTED:

Goodwin Consulting Group,
as Dissemination Agent
By:

Name:

Title:

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EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Patterson Public Financing Authority
Name of Issue: Patterson Public Financing Authority Special Tax Revenue Refunding Bonds, Series 2023
Date of Issuance: _________, 2023
NOTICE IS HEREBY GIVEN that the City of Patterson (the “City”) for and on behalf of the Authority has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate, dated as of _______, 2023, executed by and between the City and countersigned by Goodwin Consulting Group, as dissemination agent.

The City anticipates that the Annual Report will be filed by ________________.

Dated:

DISSEMINATION AGENT:

Goodwin Consulting Group
By:

Its:

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APPENDIX F

DTC AND THE BOOK-ENTRY-ONLY SYSTEM
The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest 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. Accordingly, no representations can be made concerning these matters and neither the DTC 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.

Neither the issuer of the Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix.

No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

1. The Depository Trust Company (“DTC”) will act as securities depository for the Bonds (the “Securities”). The Securities 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 fully-registered Security certificate will be issued for each maturity of the Securities in the aggregate principal amount of such maturity, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.

2. 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 3.5 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

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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 is rated “AA+” by Standard & Poor’s.

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.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“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 Securities 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 certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities 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 Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities 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.

5. 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 Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities 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.

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

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7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer 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 Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Principal, redemption price and interest payments on the Securities 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 Issuer or the 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 Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption price and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the 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.

9. If applicable, a Beneficial Owner will give notice to elect to have its Securities purchased or tendered, through its Participant, to tender/remarketing agent, and will effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to tender/remarketing agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Securities to tender/remarketing agent’s DTC account.

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

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

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APPENDIX G

SPECIMEN MUNICIPAL BOND INSURANCE POLICY

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PATTERSON PUBLIC FINANCING AUTHORITY

SPECIAL TAX REVENUE REFUNDING BONDS
SERIES 2023

BOND PURCHASE AGREEMENT
__________, 2023
Patterson Public Financing Authority
City Hall, 1 Plaza
Patterson, California 95363
Ladies and Gentlemen:

Hilltop Securities Inc. (the “Underwriter”) offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the Patterson Public Financing Authority (the “Authority”) which will be binding upon the Authority and the Underwriter upon the acceptance hereof by the Authority. This offer is made subject to its acceptance by the Authority by execution of this Purchase Agreement and its delivery to the Underwriter on or before 11:59 p.m., California time, on the date hereof. Capitalized terms not otherwise defined herein shall have the meaning provided in the Indenture (defined below) or the Official Statement (defined below).

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Authority for offering to the public, and the Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the Patterson Public Financing Authority Special Tax Revenue Refunding Bonds, Series 2023 (the “Bonds”).

The purchase price for the Bonds shall be $______ (being the aggregate principal amount thereof, less an Underwriter’s discount of $______, and plus an original issue premium of $_________).
[The scheduled payment of principal of and interest on [certain maturities of] the Bonds [indicated on Exhibit A hereto] when due will be guaranteed under an insurance policy (the “Policy”) to be issued concurrently with the delivery of the Bonds by ________ (the “Insurer”).] The Authority hereby acknowledges and agrees that: (i) 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 Authority and the Underwriter, and the Underwriter has financial and other interests that differ from those of the Authority; (ii) in connection therewith and the offering contemplated hereby and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting as a principal and is not and has not been acting as the municipal advisor, financial advisor, agent, advisor or fiduciary of the Authority (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (iii) the only obligations the Underwriter has to the Authority with respect to the transaction contemplated by this Purchase Agreement are expressly set forth in this Purchase Agreement and (iv) the Authority has consulted its own

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Packet Pg. 238 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 2 municipal, legal, financial and other advisors to the extent it has deemed appropriate. The Authority 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 (the “MSRB”).

Section 2. Description of the Bonds. The Authority is a joint exercise of powers agency organized under the joint exercise of powers act, constituting Article 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State (the “Joint Powers Act”). The Bonds shall be issued pursuant to an Indenture of Trust dated as of _______ 1, 2023 (the “Indenture”), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and pursuant to the Marks-Roos Local Bond Pooling Act (the “Bond Law”) and a resolution of the Authority adopted on _______, 2023 (the “Bond Resolution”). The Bonds shall be as described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the “Official Statement”).

The net proceeds of the Bonds shall be applied by the Authority to refund the Authority’s outstanding special tax revenue bonds captioned (i) “$67,190,000 Patterson Public Financing Authority Revenue Bonds, Senior Series 2013A (Community Facilities District No. 2001-1)” and (ii) “$6,465,000 Patterson Public Financing Authority Revenue Bonds, Subordinate Series 2013B (Community Facilities District No. 2001-1) (together, the “2013 Bonds”) in accordance with an Escrow Agreement, dated as of _____ 1, 2023 (the “Escrow Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”).

Section 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on 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 Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.

Section 4. Delivery of Official Statement. The Authority has delivered or caused to be delivered to the Underwriter prior to the execution of this Purchase Agreement or the first offering of the Bonds, whichever first occurs, copies of the Preliminary Official Statement relating to the Bonds (the “Preliminary Official Statement”). Such Preliminary Official Statement is the official statement deemed final by the Authority for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”) and approved for distribution by resolution of the Authority.

Within seven (7) business days from the date hereof, the Authority shall deliver to the Underwriter a final Official Statement, executed on behalf of the Authority by an authorized representative of the Authority and dated the date hereof, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the Authority and the Underwriter.

The Authority will undertake, pursuant to the Indenture and a continuing disclosure certificate (the “Continuing Disclosure Certificate”), to provide certain annual financial information and notices of the occurrence of certain enumerated events. A description of this

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Packet Pg. 239 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 3 undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement.

Section 5. The Closing. At 8:00 a.m., California time, on ________, 2023, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Authority and the Underwriter, the Authority will deliver (i) through the facilities of The Depository Trust Company, New York, New York, the Bonds in definitive form (all Bonds being in book-entry form registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the Authority, as provided in the Indenture, and (ii) the closing documents hereinafter mentioned at the offices of Jones Hall, A Professional Law Corporation, San Francisco, California (“Bond Counsel”) or another place to be mutually agreed upon by the Authority and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in immediately available cleared funds.

This payment and delivery, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Bonds will be delivered in such denominations and deposited in the account or accounts specified by the Underwriter pursuant to written notice not later than five business days prior to Closing. The Bonds will be made available for checking by the Underwriter at such place as the Underwriter and the Trustee agree not less than 24 hours prior to the Closing.

Section 6. Representations, Warranties and Covenants. The Authority represents, warrants and covenants to the Underwriter that:
(a) Due Organization, Existence and Authority. The Authority is a joint powers authority duly organized and existing under the laws of the State of California, including the Joint Powers Act, with full right, power and authority to execute, deliver and perform its obligations under this Purchase Agreement, the Indenture, the Escrow Agreement and the Continuing Disclosure Certificate (together, the “Authority Documents”) and to carry out and consummate the transactions contemplated by the Authority Documents and the Official Statement. (b) Due Authorization and Approval. By all necessary official action of the Authority, including but not limited to the Bond Resolution, the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations contained in, the Authority Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. The Authority has complied, and will at the Closing be in compliance in all respects, with the terms of the Authority Documents and all provisions of applicable law (including the Bond Law) and its Joint Powers Agreement, in all matters relating to the adoption of the Bond Resolution and the issuance of the Bonds, including the filing of all notices as required by the Joint Powers Act.
(c) Official Statement Accurate and Complete. The Preliminary Official Statement was as of its date, and the final Official Statement is, and at all times subsequent to the date of the final Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the final Official Statement contain, and up to and including the Closing will contain, no misstatement of any material fact and do not, and up to and including the Closing will not, omit any statement necessary to make the statements

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Packet Pg. 240 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 4 contained therein, in the light of the circumstances in which such statements were made, not misleading; provided, however, no representation is made with respect to information therein relating to The Depository Trust Company and its book-entry only system. (d) Underwriter’s Consent to Amendments and Supplements to Official Statement. The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (e) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the Authority is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States, or any applicable judgment or decree or any Indenture, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject, 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 event of default under any such instrument; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the Authority Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States, or any applicable judgment, decree, license, permit, indenture, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents.
(f) No Litigation. As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government authority, public board or body, is or will be pending or threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority and its authority to pledge the revenues securing the Bonds; (iii) which may result in any material adverse change relating to the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the final Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the final Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for

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Packet Pg. 241 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 5 any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence
(g) Certificates of the Authority. Any certificate signed by an official of the Authority authorized to execute such certificate and delivered to the Underwriter in connection with the transactions contemplated by the Authority Documents shall be deemed a representation and warranty by the Authority to the Underwriter as to the truth of the statements therein contained. (h) Security for Bonds. The Bonds will be paid from Revenues (as defined in the Indenture) received by or on behalf of the Authority. The Indenture creates a valid pledge of, and first lien upon, Revenues deposited thereunder and the moneys in certain funds and accounts established under the Indenture, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. (i) Prior Continuing Disclosure Undertakings. Based on a review of its prior undertakings under Rule 15c2-12, and except as disclosed in the Official Statement, the Authority has never failed within the last five years to comply in all material respects with any previous undertakings with regard to Rule 15c2-12 to provide annual reports or notices of listed events. (j) No Other Bonds. Between the date of this Purchase Agreement and the Closing Date, the Authority will not offer or issue any bonds, notes or other obligations of the Authority for borrowed money not previously disclosed to the Underwriter.

Section 7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and covenants herein and the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter’s obligations under this Purchase Agreement to purchase and pay for the Bonds shall be subject to the following additional conditions:
(a) Bring-Down Representation. The representations, warranties and covenants of the Authority contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing.
(b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the Authority Documents shall be in full force and effect, and shall not have been amended, modified or supplemented except with the written consent of the Underwriter and (ii) there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated by the Official Statement and the Authority Documents.
(c) Closing Documents. At or prior to the Closing, the Underwriter shall receive each of the documents identified in Section 8.

Section 8. Closing Documents. In addition to the other conditions to the Underwriter’s obligations under this Purchase Agreement to purchase and pay for the Bonds, at or before the Closing the Underwriter shall receive each of the following documents, provided that the actual payment for the Bonds by the Underwriter and the acceptance of delivery thereof shall be conclusive evidence that the requirements of this Section 8 shall have been satisfied or waived by the Underwriter.

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Packet Pg. 242 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 6 (a) Bond Opinion. An approving opinion of Bond Counsel dated the date of the Closing and substantially in the form appended to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the Authority may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it.
(b) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing substantially to the following effect:
(i) This Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the Authority and constitute the valid, legal and binding agreements of the Authority, enforceable in accordance with their respective terms. (ii) The statements contained in the Official Statement under the captions “THE BONDS,” “SECURITY FOR THE BONDS AND SOURCES OF PAYMENT THEREFOR,” “SECURITY FOR THE CFD BONDS,” and “LEGAL MATTERS,” and in Appendices A and D, insofar as such statements expressly summarize certain provisions of the Bonds, the CFD Bonds, the Indenture, the Escrow Agreement, the CFD Fiscal Agent Agreement, the other agreements and the opinion of such firm concerning the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds, are accurate in all material respects.
(iii) The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
(c) Authority Counsel Opinion. An opinion of Counsel to the Authority, dated the date of the Closing and addressed to the Underwriter, in form and substance acceptable to Bond Counsel substantially to the following effect:
(i) The Authority is a joint powers authority duly organized and validly existing under the laws of the State of California.
(ii) The Bond Resolution has been duly adopted, is in full force and effect and has not been modified, amended or rescinded.
(iii) The Authority Documents have been duly authorized, executed and delivered by the Authority and constitute the legal, valid and binding obligation of the Authority enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought. (iv) Except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel after due inquiry, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental authority or body, pending or threatened against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin the repayment of the Bonds or in any way contesting or affecting the validity of the Authority Documents or contesting

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Packet Pg. 243 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 7 the authority of the Authority to enter into or perform its obligations under any of the Authority Documents, or under which a determination adverse to the Authority would have a material adverse effect upon the financial condition or the revenues of the Authority, or which, in any manner, questions the right of the Authority to pledge the Revenues to the payment of the Bonds. (d) Underwriter’s Counsel Opinion. An opinion of Kutak Rock LLP, counsel for the Underwriter, dated the date of the Closing, addressed to the Underwriter in form and substance acceptable to the Underwriter.
(e) Trustee/Escrow Agent Counsel Opinion. The opinion of counsel to the Trustee/Escrow Agent, dated the date of the Closing, addressed to the Underwriter and the Authority, to the effect that:
(i) The Trustee/Escrow Agent is a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to enter into, accept and administer the trust created under the Indenture and the Escrow Agreement. (ii) The Indenture and the Escrow Agreement have been duly authorized, executed and delivered by the Trustee/Escrow Agent and constitute the legal, valid and binding obligations of the Trustee/Escrow Agent enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles, if equitable remedies are sought.
(f) Authority Certificate. A certificate of the Authority, dated the date of the Closing, signed on behalf of the Authority by the Executive Director, Treasurer or other duly authorized officer of the Authority to the effect that:
(i) The representations, warranties and covenants of the Authority contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the Authority has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the Authority at or prior to the date of the Closing.
(ii) The representations and warranties of the Authority contained in the Authority Documents are true and correct in all material respects as of the date hereof as if made on the date hereof, and the Authority has complied with all agreements, covenants and conditions to be complied with by the Authority under the Authority Documents as of the date hereof. (iii) The Authority has complied with all agreements and covenants, and satisfied all conditions, on its part to be complied with or satisfied under the Purchase Agreement and under the Authority Documents at or prior to the date hereof; (iv) No event affecting the Authority has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the date hereof the statements or information relating to the Authority contained in the Official Statement or is not reflected in the final Official Statement but should be reflected therein in order to make such statements and information therein not misleading in any material respect.

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Packet Pg. 244 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 8 (g) Authority Resolution. A certified copy of the Resolution of the Authority authorizing the execution and delivery of the Authority Documents and the Official Statement. (h) Trustee/Escrow Agent’s Certificate. A certificate of the Trustee/Escrow Agent, dated the date of Closing, in form and substance acceptable to counsel for the Underwriter, to the following effect:
(i) The Trustee/Escrow Agent is duly organized and existing as a national banking association in good standing under the laws of the United States of America, having the full power and authority to enter into and perform its duties under the Indenture and the Escrow Agreement.
(ii) The Trustee/Escrow Agent is duly authorized to enter into the Indenture and the Escrow Agreement.
(iii) To its best knowledge after due inquiry, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental district, public board or body pending against the Trustee/Escrow Agent or threatened against the Trustee/Escrow Agent which in the reasonable judgment of the Trustee/Escrow Agent would affect the existence of the Trustee/Escrow Agent or in any way contesting or affecting the validity or enforceability of the Indenture or contesting the powers of the Trustee/Escrow Agent or its authority to enter into and perform its obligation under the Indenture and the Escrow Agreement. (i) Disclosure Counsel Letter. A letter from Jones Hall, A Professional Law Corporation, dated the Closing Date and addressed to the Authority and to the Underwriter, to the effect that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the Authority, the Trustee, the Escrow Agent, the Authority’s municipal advisor and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Preliminary Official Statement as of its date and the date of this Purchase Agreement and the Official Statement as of its date and the date of Closing contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial statements or other financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections, assumptions, or expressions of opinion, any information about valuation, appraisals, absorption, archeological or environmental matters, or any information about [the Insurer, the Policy], The Depository Trust Company or the book-entry-only system); (j) Original Executed Documents. An original executed copy of each of the Authority Documents, along with an original executed copy of the CFD Fiscal Agent Agreement. (k) Nonarbitrage Certificate. A nonarbitrage certificate prepared by Bond Counsel.
(l) Certificate of Community Facilities District Administrator. A certificate in form and substance as set forth in Exhibit C hereto, of Goodwin Consulting Group, Inc., Sacramento, California (the “Community Facilities District Administrator”), dated as of the Closing Date.

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Packet Pg. 245 Attachment: BPA - Patterson PFA Special Tax Revenue Refunding Bonds 2023 4862-9172-2600 v1 (Authorizing the Issuance and Sale of 9 (m) Escrow Verification. An escrow verification report of ________ (the “Verification Agent”) with respect to the refunding of the 2013 Bonds. (n) CDIAC Statements. A copy of the filings with the California Debt and Investment Advisory Commission pursuant to the Government Code. (o) Letter of Representations. A copy of the Blanket Issuer Letter of Representations to DTC relating to the Bonds signed by the Authority. (p) Rating Letters. A copy of the letter(s) from S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, assigning the Bonds the ratings as described in the Official Statement.
(q) [Policy. The Policy duly executed by the Insurer.
(r) Insurer Counsel Opinion. An opinion of counsel to the Insurer, dated the Closing Date, addressed to the Authority and the Underwriter, in form and substance satisfactory to the Underwriter and Bond Counsel.
(s) Insurer Certificate. A certificate or certificates of the Insurer dated the Closing Date, as to the accuracy of the information relating to the Insurer, the Policy included in the Official Statement and such other matters reasonably requested by the Underwriter and Bond Counsel.]
(t) Additional Documents. Such additional certificates, instruments and other documents as Bond Counsel, Underwriter’s Counsel, the Authority or the Underwriter may reasonably deem necessary.

If the Authority shall be unable to satisfy the conditions contained in this Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the Authority shall be under further obligation hereunder, except as further set forth in Section 10.

Section 9. Termination Events. The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefor, by notification to the Authority if at any time between the date hereof and prior to the Closing:
(a) any event or circumstance shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading and, in either such event, the Authority 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 Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or
(b) the marketability of the Bonds or the market price thereof or the ability of the Underwriter to enforce contracts for the sale of the Bonds, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of

Patterson City CouncilJuly 18, 2023

Patterson City Council
July 18, 2023