Patterson City Council
May 5, 2026

AGREEMENT BETWEEN THE CITY OF PATTERSON AND

PATTERSON YOUTH SOFTBALL & BASEBALL
THIS AGREEMENT is made this day of , 2026, between the
CITY OF PATTERSON, hereinafter referred to as the “City”, and PATTERSON YOUTH SOFTBALL & BASEBALL, a California nonprofit corporation, hereinafter referred to as “PYSB” or “League” (each a “Party” or collectively the “Parties”). There are no other parties to this Agreement.

WHEREAS, PYSB started operating in the City in 2009; and WHEREAS, PYSB is a member of the Stanislaus County Youth Baseball program; and WHEREAS, each local program is organized within a community, and as part of a League’s annual charter, each League program establishes its own boundaries to operate and support, providing children who reside or attend school within those boundaries with the opportunity to participate within the league; and
WHEREAS, all League personnel, including the elected board members and officers, and each of the managers, coaches, umpires, field workers, must be volunteers interested in providing the benefits of a League program to the youth of their community; and WHEREAS, each volunteer must complete an annual volunteer application and submit to a national criminal background check to be eligible to participate as a League volunteer; and WHEREAS, the local League Board of Directors, elected from and by the adult members of the League, is responsible for the day-to-day operations of the League within the rules, regulations, and policies of the Stanislaus County Baseball Youth program, as outlined by their League’s constitution and bylaws; and
WHEREAS, League may assess a registration fee, used to cover costs such as purchasing uniforms and equipment and maintaining fields; and WHEREAS, the League Registration fee cannot be a prerequisite for playing, and the League philosophy does not permit any eligible candidate to be turned away for financial reasons; and
WHEREAS, emphasizing the spirit of League rules require that every child plays in every game; and
WHEREAS, PYSB strengthens the relationship between the City and its residents by investing in youth development; champions family activities; builds a sense of community pride around local baseball programs; and supports youth skill development and healthy lifestyles; and

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WHEREAS, PYSB has an established structure, rules and regulations, trained volunteers, and proven program that is provided at minimal cost to the City; and WHEREAS, PYSB keeps sports affordable for families and supports equity and inclusion by providing scholarships to ensure that no child is turned away for financial reasons; and WHEREAS, in 2025, PYSB served 54 children in the City with the help of volunteers; and WHEREAS, PYSB seeks to continue offering baseball and softball programs in Patterson for the community’s youth, utilizing facilities owned by the City under the terms of this Agreement; and
WHEREAS, the City agrees to support PYSB’s baseball and softball program for the benefit of the community’s youth under the terms of the Agreement.

NOW, THEREFORE, the Parties agree as follows:

A. TERM OF AGREEMENT:

The Term of this Agreement shall commence on April 17, 2026, and shall continue through May 29, 2026. For purposes of this Agreement, the “Spring Season” shall be defined as the period beginning on April 17, 2026, and ending on May 29, 2026. Both Parties agree to meet in good faith prior to the end of the calendar year 2026 to discuss and negotiate a new agreement. Either Party may request to meet and confer on the Agreement at any time, provided such request is made in writing.

B. RIGHTS AND RESPONSIBILITIES OF THE CITY:

In consideration of PYSB offering baseball and softball programs for Patterson youth, and the benefits to the City of those programs as outlined in the recitals above:

1. City shall provide reservable use of the City’s baseball fields and facilities, at T.W.

Patterson Sports Complex, 16651 Ward Avenue on Fridays from 4:30 p.m.-10:30 p.m., during the 2026 Spring Season. PYSB shall attend the field allocation meeting and submit a field use application with requested days, times, and support needs for the 2026 Spring Season. Prior to any City field or facility use, PYSB must pay in full for Spring Season reservation permit and submit a full Spring season schedule to the city.

2. City shall prepare field use permits based on PYSB’s requested use, taking into consideration field availability and staffing. PYSB shall comply with all rental and reservation procedures and shall pay all applicable and approved fees in effect at the time of booking, unless otherwise expressly provided in this Agreement.

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3. City shall sponsor PYSB by providing a one-time, non-recurring field use permit fee offset in an amount not to exceed Nine Hundred Ninety Eight Dollars and Seventy-Five Cents ($998.75) for the 2026 Spring Season. The sponsorship amount shall be deducted from the total Spring Season permit fee based on PYSB’s requested usage received at permit finalization. Any changes made after permit finalization shall be paid at the time of request. Any credits resulting from rainouts or field closures beyond the city’s control shall be applied to PYSB’s account and may be used for additional field use, subject to availability, or refunded at the end of the Spring Season.

4. City shall provide on-site staffing for each facility reservation for the limited purpose of opening and closing the facility. City staff shall be assigned for a total of two (2) hours per reservation, consisting of one (1) hour at the beginning and one (1) hour at the end of the reservation period to open and close the facility. City will incur the shift differential pay when applicable. If the reservation duration is less than two (2) hours, City staff shall be assigned for the full duration of the reservation. Staffing provided under this section shall be billed to PYSB at a rate of Seventeen Dollars ($17.00) per hour.

Any additional staffing requested outside of normal business hours or on Cityrecognized holidays, and beyond the initial two (2) hours per reservation, shall be billed to PYSB at the City’s approved hourly call-out rate. The current hourly callout rates are as follows:
• After-Hours Call-Outs: Billed at a flat rate of Two Hundred Fifty Dollars ($250) for a minimum of Two (2) hours. Any time worked beyond the initial two (2) hours shall be billed at a rate of One Hundred Three Dollars ($103) per hour.
• Holiday Call-Outs: Billed at a flat rate of Three Hundred Fifty-Four Dollars ($354) for a minimum of Two (2) hours.

5. City shall prepare fields and facilities for designated use and ensure that City staff are available to open City fields and facilities for PYSB at PYSB’s designated reservation times. PYSB shall reserve City fields and facilities for games and practices by utilizing the City’s field allocation and reservation process. Cityscheduled events shall take priority over any non-reserved PYSB event. a. To maintain the City’s key and access control systems, all keys and alarm codes for City baseball fields and other City facilities shall be retained by City staff and shall not be given to PYSB for the following reasons: to minimize the City’s liability; for security of City’s facilities and public safety;

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to ensure accountability for the City’s keys at all times; to prevent City property from vandalism, theft, or damage; to comply with regulations related to security and access control; and to prevent the cost of rekeying or repairing facilities in the event of lost keys or a security breach.

6. City Maintenance Responsibilities (General Field Maintenance):

The City shall be responsible for the following maintenance and repair activities at City baseball fields and facilities, excluding game-day preparations:

Turf and Grounds
a) Routine mowing of turf areas.
b) Fertilization and weed control.
c) Pest control (as needed).
d) Aeration and overseeding.
e) Sod repair and replacement as necessary.

Infield / Playing Surface
f) Dragging and leveling of infields on a scheduled basis (not between games). g) Adding and replenishing infield mix/conditioner.
h) Periodic deep tilling and laser leveling as needed to correct grade. i) Removal of debris, rocks, and hazards.

Irrigation and Water Systems
j) Inspection, repair, and adjustment of irrigation systems. k) Seasonal start-up and winterization.
l) Scheduling of irrigation to maintain healthy turf and playable fields.

Facilities and Structures
m) Maintenance and repair of fencing, backstops, and dugouts. n) Maintenance of bleachers, benches, and shade structures. o) Restroom cleaning, servicing, and repair.
p) Maintenance of lighting systems.

General Site Maintenance
q) Trash removal and disposal from receptacles.
r) Blowing down walkways and common areas.
s) Parking lot upkeep, including lighting and striping. t) Graffiti removal and vandalism repair.

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7. City shall ensure that City staff are available to provide lights as requested and approved for a PYSB reservation. PYSB shall not have access to operate the Musco light system owned and operated by the City.

8. City shall be responsible for the maintenance and repair of City fields and facilities beyond the approved PYSB preparations outlined in C.11.

9. City shall provide space for League’s container for the purpose of storing hand tools, bases, and equipment during the Spring Season. League shall be responsible for providing its own locks and securing all items stored on City property, which shall be stored at League’s sole risk. All items stored shall comply with applicable laws and regulations, and League shall not store any toxic, hazardous, or flammable items or materials in the storage container.

City shall not be responsible for any loss, theft, vandalism, or damage to the storage container or any items stored therein, or elsewhere on the property.

C. RIGHTS AND RESPONSIBILITIES OF PYSB
In consideration of the rights granted by the City for the use of the facilities in this Agreement:

1. PYSB shall ensure each volunteer complete an annual volunteer application and submit to a national criminal background check to be eligible to participate as a League volunteer.

2. PYSB shall provide non-profit status documentation and maintain tax-exempt status under section 501(c)3 of the Internal Revenue Code.

3. PYSB shall maintain a City business license.

4. PYSB shall reserve City fields and facilities by following the City’s field/facility allocation and reservation process. City shall have allocation and reservation priority for all City fields and facilities.

5. PYSB shall not alter or remove any City property from City fields or facilities without prior approval from the City Manager or their designee.

6. PYSB shall provide the City with a list of all Board Members, including their names and positions, by the start of the Spring Season.

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7. PYSB shall make available to the City and the public the League Board meeting schedule, meeting agenda (posted at least 48 hours before the meeting), and meeting minutes.

8. PYSB shall submit a final schedule for all League activities on City fields by February 1, 2026, for the Spring Season. PYSB shall not sublet any City fields or facilities. PYSB may request changes to the reservation schedule up to five (5) times per season without incurring additional fees. Any additional schedule changes beyond the first five requests will be subject to the approved, $25 per change fee. All schedule changes made by PYSB throughout the season are also subject to any applicable permit modification fees charged by the city. Changes made to the finalized permit reservation must follow the established reservation process.

9. PYSB shall provide a list of authorized agents and volunteers, including name and role, to the City no later than March 15, 2026.

10.Collection of Revenues:
a. PYSB shall retain all registration fees collected during the Spring season.

11.PYSB shall be responsible for the following facility preparation for all scheduled practices, games, and other events on City fields and facilities during the Term of this Agreement, including but not limited to the following:
a. Maintaining areas directly related to PYSB program, including infields, dugouts, restrooms, parking lots, in a clean and safe manner during and after each use;
b. Hand dragging the field between games using PYSB equipment; c. Watering down the infields between games with City-provided water; d. Performing chalking, striping, and base installation prior to games; e. Ensuring that no excessive loose trash remains in the park, parking lots, or dugout areas, with all waste properly placed in receptacles at the completion of all reservations.

12.PYSB shall provide the City with complete player rosters by March 15, 2026.

13. PYSB shall make every effort to shop locally.

14. PYSB shall provide annual financial reports including but not limited to:
registration, sponsorships, revenue and expenditure reports, concession reports,

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and Board minutes. These reports must be submitted to the City Manager or designee no later than the last day of the season.

15.PYSB shall cooperate with the City and other affiliated groups to assist the City in funding the necessary improvements to the baseball facilities utilized by PYSB. No new or existing improvements may be constructed by PYSB without written approval from the City Manager or designee.

16.PYSB shall provide a low-income scholarship program for PYSB players with financial need.

17.Field and facility use requests beyond approved field allocation use schedules for Spring practices and games will require a separate facility use or special event application and advanced approval.

18.PYSB is solely responsible for obtaining all necessary documentation, approvals, and forms when engaging vendors for any game, event, or other League activity.

All approved documents must be submitted to the City of Patterson at least thirty (30) days prior to the event.
a. PYSB will maintain open and timely communication with the City of Patterson regarding any delays, changes, or issues with documentation. b. Copies of all paperwork submitted will be kept on file by PYSB and the City for audit and compliance purposes.

19.PYSB shall acknowledge the City’s sponsorship and partnership by using the City of Patterson’s name and logo on applicable marketing, promotional, and advertising materials related to the Spring Season, including but not limited to flyers, banners, websites, and social media posts. All use of the City’s name and logo shall comply with the City’s branding guidelines, if any, and shall be subject to City approval upon request.

D. INSURANCE REQUIREMENTS
During the Term, PYSB shall maintain in full force and effect, at its own cost and expense, policies of insurance set forth herein, which shall be placed with insurers with a current A M Best’s rating of no less than A VII and will provide City with written proof of said insurance. PYSB shall maintain coverage as follows:

1. Commercial General Liability. PYSB shall carry general liability insurance in the amount of Two Million Dollars ($2,000,000) per occurrence and Two Million

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Dollars ($2,000,000) general aggregate for bodily injury, personal injury, death, and property damage. The general aggregate limit shall apply separately to this Agreement (per project or per location).

2. Workers’ Compensation Insurance and Employer's Liability. PYSB shall carry workers’ compensation insurance as required by the State of California under the Labor Code. PYSB shall also carry employer’s liability insurance in the amount of One Million Dollars ($1,000,000) each accident, with a One Million Dollar ($1,000,000) policy limit for bodily injury by disease, and a One Million Dollar ($1,000,000) limit for each employee’s bodily injury by disease. The requirement to maintain Statutory Worker’s Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Contractor does not have any employees.

3. Commercial Automobile Liability. PYSB shall carry commercial automobile liability insurance using ISO Business Auto Coverage form CA 00 01 (or equivalent) in the amount of One Million Dollars ($1,000,000) or greater each accident for owned, leased, hired, and non-owned automobiles. If League does not own any automobiles, League shall provide coverage for Hired Autos (Symbol 8) and Non-Owned Autos (Symbol 9).
 In lieu of Business Automobile Liability, League personnel and staff shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California.

As and if available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services.

4. Sexual Abuse and Molestation (SAM). PYSB shall maintain Sexual Abuse or Molestation insurance coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than One Million Dollars ($1,000,000) per occurrence for bodily injury, sexual abuse and molestation coverage, personal injury, and property damage, including without limitation, blanket contractual liability.

5. Umbrella or Excess Liability. The limits of liability for commercial general liability and automobile liability may be provided through a combination of primary and

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umbrella or excess liability policies provided each policy complies with the requirements set forth in this agreement. Excess policies shall be follow-form to the underlying policies.

Umbrella or excess policies shall include City and its officers, officials, employees, agents, and volunteers as additional insured.

E. Additional Insurance Requirements. Within five (5) days of the commencement of the Term, PYSB shall provide City with certificates of insurance and policy endorsements for all of the policies required under this Agreement. Such Certificates and endorsements shall be kept current for the Term of the Agreement, and League shall be responsible for providing updated copies and notifying City if a policy is cancelled, suspended, reduced, or voided. With the exception of the workers’ compensation insurance, all of the insurance policies required in this Agreement shall:

1. Provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to City of such cancellation, expiration, or reduction and each policy shall be endorsed to state such;

2. Any reference to “City Agents” shall be defined as any officer, employee, volunteer, representative, contractor, or other authorized person acting on behalf of the City, and duly empowered to perform functions, duties, or obligations in connection with this Agreement;

3. Name City, and City’s Agents as additional insureds and provide an additional insured endorsement with respect to liability arising out of conduct by or on behalf of PYSB. The commercial general liability shall be endorsed using ISO form CG 20 10 (or equivalent);

4. Cover operations of League, premises owned, occupied, or used by the League, or automobiles owned, leased, or hired or borrowed by League; contain no special limitations on the scope of protection afforded to City;

5. The policies shall allow and be endorsed primary with respect to any insurance or self-insurance programs covering City or City’s Agents, and any insurance or self-insurance maintained by City or City’s Agents shall be in excess of PYSB’s insurance and shall not contribute to it;

6. Waiver of Subrogation. PYSB hereby agrees to waive subrogation which any insurer of PYSB may acquire from PYSB by virtue of the payment of any loss.

The commercial general liability policy and workers’ compensation policy shall be

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endorsed to contain a waiver of subrogation in favor of City for all acts performed by PYSB, its agents, volunteers, employees, independent contractors, and subcontractors. PYSB agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.

7. Contain standard separation of insured provisions; and

8. State that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to City.

F. INDEMNITY
To the fullest extent permitted by law (including, without limitation, California Civil Code sections 2782 and 2782.8), PYSB shall defend with legal counsel reasonably acceptable to City, indemnify, and hold harmless the City and City’s Agents from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of volunteer of PYSB or its subcontractors), expense, including reasonable attorney fees, and liability of every kind, nature and description that arise out of, pertain to or relate to acts or omissions of PYSB, or any direct or indirect subcontractor, volunteer, employee, contractor, representative, or agent of League, or anyone that League controls (collectively “Liabilities”), including acts of negligence of the City. With respect to third-party claims against PYSB, PYSB waives any and all rights of any type of express or implied indemnity against City and City’s Agents. PYSB’s obligation to defend, indemnify, and hold City or its agents harmless under the provisions of this paragraph is not limited to or restricted by any requirements in the Agreement for PYSB to procure and maintain a policy of insurance.

G. RULES AND REGULATIONS

1. PYSB shall comply by all Rules of the City’s park, facility and baseball fields, as adopted by the City Council and may be amended from time to time. Violations of the Rules will result in the following penalties:
1 st Violation A written warning advising League of the violation 2 nd Violation $100.00 fine
3 rd and subsequent
Violations $200.00 fine

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4 th Violation City may terminate the Agreement

2. A violation exists if any incident is reported and verified as a breach of the City’s rules for use of its facilities. The violations will be cumulative per calendar year.

The Director of Public Works or the Assistant City Manager will determine whether a violation has occurred.

3. The City shall reserve the right to terminate this agreement upon the failure of PYSB to perform the obligations required by the Agreement. In the event PYSB fails to perform any of its obligations under this Agreement, it shall be given thirty (30) days written notice of such failure by the City. If the failure to perform is not rectified within thirty (30) days of the service of said notice, the City may terminate this Agreement.

H. GENERAL PROVISIONS

1. Modification of Agreement. This Agreement may be supplemented, amended, or modified only by a writing signed by the City and PYSB.

2. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the action and supersedes all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement.

3. Agreement is Voluntary. The Parties acknowledge that they have entered into this Agreement voluntarily, on the basis of their own judgment and without coercion, and not in reliance on any promises, representations, or statements made by the other Party other than those contained in this Agreement. This Agreement incorporates the entire understanding of the Parties and recites the sole consideration of the promises and agreements contained within it. The Parties have read this Agreement and are fully aware of its contents and legal effect.

4. Time of Essence. Time is of the essence for this Agreement, and each section contained within this Agreement is made and declared to be a material, necessary, and essential part of this Agreement.

5. Severability of Agreement. If a court or an arbitrator of competent jurisdiction holds any section of this Agreement to be illegal, unenforceable, or invalid for any

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reason, the validity and enforceability of the remaining sections of this Agreement shall not be affected.

6. Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement, and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by the state or federal law in order to enter into this Agreement had been fully complied with. Further, by entering into this Agreement, neither Party hereto shall have breached the terms or conditions of any other contract or agreement to which such Party is obligated, which such breach would have a material effect hereon.

7. Noninterference. No Party will do anything to interfere with or inhibit the ability of the other to comply with their respective obligations under the terms of this Agreement.

8. Ambiguities. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguities are to be resolved against the drafting Party does not apply in interpreting this Agreement.

9. Headings. The headings in this Agreement are included for convenience only, and neither affect the construction or interpretation of any section in this Agreement nor affect any of the rights or obligations of the Parties to this Agreement.

10.Necessary Acts and Further Assurances. The Parties shall, at their own cost and expense, execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement. The Parties will act in good faith to carry out the intent of this Agreement.

11.Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

12.Venue. Venue for all legal proceedings shall be in the Superior Court of California, in and for the County of Stanislaus.

13.Attorney’s Fees and Costs. If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret sections of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.

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14.Waiver. No covenant, term, or condition, or the breach thereof, shall be deemed waived, except by written consent of the Party against whom the waiver is claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term, or condition.

15.Counterparts. This Agreement may be executed in counterparts and all so executed shall constitute an agreement which shall be binding upon the Parties hereto, notwithstanding that the signatures of all Parties and Parties’ designated representatives do not appear on the same page.

SIGNATURES ON FOLLOWING PAGE
IN WITNESS WHERE OF, the parties have signed this Agreement on the date set forth herein above
Dated: ____________________________ Dated: _______________________________ CITY OF PATTERSON, a municipal corporation PATTERSON YOUTH

SOFTBALL & BASEBALL
By: _______________________ By: _________________________ Fernando Ulloa, City Manager Mario Maese, Patterson Youth Softball & Baseball President

APPROVED AS TO FORM:

By: _____________________________
Nubia I. Goldstein, City Attorney

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CITY COUNCIL

AGENDA REPORT
TO: Mayor Clauzel and Members of the City Council
FROM: Fernando Ulloa, City Manager
BY: Kevin Williams, Finance Director
MEETING DATE: May 5, 2026
ITEM NO: 8.1
SUBJECT: Approve Resolution No. 2026-24 Adopting updated User Fees based on the City-wide Comprehensive User Fee Study Completed by Willdan Financial Services.

RECOMMENDATION
Motion to Approve Resolution No. 2026-24 Adopting updated User Fees based on the Citywide Comprehensive User Fee Study Completed by Willdan Financial Services.

BACKGROUND
In 2018/19 the City hired Willdan Financial Services to complete an updated analysis of all city user fees.

The user fee study is now complete and due to the complexity of fees, a variety of fee methodologies were evaluated. A final report that provides the details of this study is attached for reference. The report identifies 100% full cost recovery for city services and the recommended level of recovery as determined through discussions with city staff.

The fees adopted included Building, Engineering, Finance, Fire, Recreation & Community Services, Administration, Planning, Police, and Public Works. Recreation & Community Services sets their fees based on industry standards, rather than cost recovery.

On December 17, 2024, City Council adopted revisions to the User Fees based on four years worth of increases based on CPI. Staff is now requesting to increase User Fees by the CPI rate of 1.5% based on the June 2025 analysis of the San Francisco-Oakland-Hayward CA index.

ANALYSIS
Staff recommends City Council approve the updated User Fees.

The CPI increases to the previously approved fees is based 12-month column on the June row in the table below:

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Based on State Law, fees cannot take effect until 60 days after adoption of a Resolution. Upon City Council approval, the fees will go into effect on July 4, 2026.

These fees will remain at the current fee levels listed until Council takes further action. The Analysis included evaluation of staff involved, time estimates, development of fully burdened hourly rates, citywide overhead, and the calculation of a full cost recovery fee. This level of detail provides the basis for the following:

1. Reasonable cost of providing services

2. Defensible methodology

3. Compliant fees-for-service

4. Cost Recovery
The city can legally set fees at a level to recover the full cost of providing these services. The City benefits by realigning its user fees by 1) reducing general fund subsidy, 2) better supporting the departments’ funding, and 3) setting realistic expectation for cost recovery.

In addition to the CPI increases, all departments provided feedback and made updates to the User Fees and a separate list is attached. Additional changes may be forthcoming as departments review their activities and revenue recovery options.

FISCAL IMPACT
This action will authorize an increase of existing User Fees with an annual CPI (Consumer Price Index) increase applied starting July 4, 2026 as stated in the resolution, and also approve the listed modifications to the User Fees.

Staff will seek an updated User Fee Study in FY 2026/27, as it was required to be completed every five years in the resolution adopting the 2019 User Fee Study in FY 2020/21.

ATTACHMENT

1. Resolution No. 2026-24

2. User Fee Changes

3. Listing of User Fees by Category

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RESOLUTION NO. 2026-24

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PATTERSON UPDATING THE CITY’S USER FEE SCHEDULE AS IDENTIFIED IN THE CITY-WIDE COMPREHENSIVE USER FEE STUDY DATED SEPTEMBER 2019
WHEREAS, the City of Patterson, “City” provides various services to the public, the cost of which are generally paid by the City, unless for certain services, the City recovers the cost in whole or in part from the person requesting the service by charging a user fee; and WHEREAS, the City of Patterson Municipal Code and other applicable laws also allow the City Council to amend these fees from time to time by resolution to reflect the changing and actual costs of this process; and WHEREAS, in accordance with Government Code section 66018, the notice was published at least (10) days prior to the public hearing on May 5, 2026, in a newspaper of general circulation within the City, which is published at least once a week; and
WHEREAS, the City Council desires to adopt the changes to the schedule of user fees to recover costs necessary to provide the service for which the user fees are proposed to be rendered.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF PATTERSON HEREBY approves the following:

1. Authorize the new User Fees and also increases to previously approved User Fees based on CPI as set forth in the Comprehensive User Fee Study dated September 2019 attached hereto, and made a part hereof are hereby adopted and shall remain in effect until amended by Resolution of the City Council.

2. The revenues raised by payment of the user fees established by this Resolution shall be used to fund the reasonable cost of providing the services of which the fees are charged.

3. On July 1st of each year, the City Manager, or his or her designee, shall annually update the user fees set forth in the attached schedule based on the San Francisco Bay Area Consumer Price Index (CPI) for the previous year. The updated fees shall be rounded to the nearest $1 as appropriate. The annual update shall be subject to City Council’s approval prior to implementation. Upon City Council’s approval, the updated fees shall become effective the following January 1st. City Council hereby directs the City Manager to submit an updated user fee study to the City Council at least every five (5) years following adoption of this Resolution.

4. The user fees set forth in the schedule of user fees and established by this Resolution shall become effective July 4, 2026, which is 60 days after adoption as required.

The foregoing resolution was introduced at a regular meeting of the City Council of the City of Patterson held on the 5th day of May 2026, by ______________, who moved its adoption, which motion was duly seconded by __________________, and the resolution adopted by the following roll call vote:

AYES:

NOES:

EXCUSED:
1 of 1

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1 of 1
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 5th day of May 2026, 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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City of Patterson
User Fees
Major Changes
5/5/2026
Department Line Fee Unit Amount
Recreation 22 Instruction Classes $5 - $91
Recreation 25 Special Events $0 - $100
Recreation 45 Senior Water Aerobics $40
Recreation 115 Special Events Sponsorships No Limit
Line
22 Adjusted the lower limit of the fee down to accommodate varying levels of classes 25 Adjusted the range for Special Events to be able to host events at no cost to participants 45 Change of name from "Fall Aerobics and Lap Swim" to "Senior Water Aerobics" 115 Removed the limits for sponsorships
Other Major Changes 5/5/2026

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Listing of User Fee by Category
Effective Date 7/4/2026
Administration
CPI Increases - June of each year
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
1 Finger Printing Penal Code Section
13300( e) $36 $37
2 Business License Listing $28 $29
3 Business License First Time Application Fee $28 $29
4 Business License Transfer/Reprint $11 $12
5 Business License Fee Schedule Revision $23 $23
6 Garage Sale Permit $8 $8
7 Hardcopy of Annual Budget per page $0 $0
8 Hardcopy of Financial Statements (City Audit) per page $0 $0 9 15 - day notice of late payment of utility service $17 $17 10 48 hour notice of late payment of utility service $17 $17 11 Notary Services Fee $0 $0
12 Credit Card Convenience Fee $3 $3
13 Administration of Water Service / Shut off $34 $35
14 Credit Check Report $3 $3
15 Utility Deposit Refundable if account in
good standing $113 $115
16 Returned Checks / NSF per first check $35 per subsequent check $28 $29
17 Lost/Destroyed Check Re-Issue fee - Less than $100.00 $17 $17 18 Lost/Destroyed Check Re-Issue fee - $100.00 or greater $23 $23 19 Payment Arrangement Plan Fee $23 $23
20 Non-Profit Groups/Public Agencies business meetings only for rental of City Hall Community Meeting Room after business hours - Regular per employee No charge if room used
during business hours
(4 hrs. max.). 2 hour
Minimum Charge
$249 $253
21 Non-Profit Groups/Public Agencies business meetings only for rental of City Hall Community Meeting Room after business hours - Holiday per employee No charge if room used
during business hours
(4 hrs. max.). 4 hour
Minimum Charge
$343 $348
22 Non-Profit Groups/Public Agencies business meetings only for rental of City Council Chamber after business hours - Regular per employee
No charge if room used
during business hours
(4 hrs. max.). 2 hour
Minimum Charge
$249 $253
23 Non-Profit Groups/Public Agencies business meetings only for rental of City Council Chamber after business hours - Holiday per employee
No charge if room used
during business hours
(4 hrs. max.). 4 hour
Minimum Charge
$343 $348
24 Public Records Requests - Black and White paper copies (8 1/2 X 11) $0 $0 25 Public Records Requests - Black and White paper copies of large maps/plans $5 $5 26 Public Records Requests - CD copies $11 $12
27 Public Records Requests - paper copies of FPPC fillings $0 $0 28 Public Records Requests - postage and handling Actual Cost Actual Cost 29 Political Signs Deposit
Refundable once signs
are removed 10 days
after election (per PMC
)
$227 $230
30 Elections - Statement of Qualifications
EC 13312, 13307(c)
subject to change based
on actual cost
$851 $863
31 Notice of Intent to Circulate Petition EC 9202 $227 $230 1 8.1
Packet Pg. 309
Listing of User Fee by Category
Effective Date 7/4/2026
Planning
Application CPI Increases - June of each year
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
1 Annexation (1,7) $6,805 $6,907
2 Annexation with Prezone (1,7) $6,805 $6,907
3 Administrative Use Review $340 $345
4 Architectural & Site Plan Review -Minor (4) $1,293 $1,312 5 Architectural & Site Plan Review -Major (4) $2,569 $2,607 6 Architectural & Site Plan Review/Conditional Use Permit $2,983 $3,028 7 Conditional Use Permit - Residential (2,4,7) $1,520 $1,543 8 Conditional Use Permit - Other (Minor Project) (2,4,7) $1,900 $1,928 9 Conditional Use Permit - Other (Major Project) (2,4,7) $2,665 $2,705 10 Conditional Use Permit Daycare (Residential) $913 $927 11 Conditional Use Permit Revision $1,009 $1,025
12 Conditional Use Permit Mobile Vendor $1,043 $1,059
13 Development Agreement Review (7) $3,402 $3,453
14 Alteration Permit $902 $915
15 Final Subdivision Map (3,7) $1,327 $1,347
16 General Plan Amendment (GPA) (2,7) $4,848 $4,921
17 General Plan Amendment W/ Rezone (2,7) $5,557 $5,641 18 Historical Review - Residential $584 $593
19 Historical Review - Other $930 $944
20 Home Occupation Use Permits $210 $213
21 Lot Line Adjustment (3) $907 $921
22 Zoning Code Amendment $4,423 $4,489
23 Minor Zoning Code Amendment (review of use) $1,696 $1,721 24 Tenative Parcel Map (3) $1,956 $1,986
25 Master Plan $3,618 $3,672
26 Planned Development (PD) (2,3) $3,986 $4,046
27 Non-Conforming Permit $93 $94
28 Planned Development W/ Rezone (2,3) $4,854 $4,927
29 Preliminary Project Review 25% of Application Fee 25% of Application Fee
30 Minor Adjustment $153 $155
31 Prezone $3,952 $4,012
32 Minor Design Review $113 $115
33 Relocation Permit (2,3) $992 $1,007
34 Rezone $3,402 $3,453
35 Creative Sign Permit $459 $466
36 Sign Review - Single $113 $115
37 Sign Review - Mulitple $272 $276
38 Sign Review - Master Sign Plan $675 $685
39 Similar Use Determination $187 $190
40 Specific Plan $2,796 $2,838
41 Tenative Subdivision Map (2,3) $3,468 $3,520
42 Temporary Use Permit $255 $259
43 Tenative Subdivision Map Revision (2,3) $1,865 $1,892 44 Temporary Sign Permit $62 $63
45 Time Extension (Staff) $238 $242
46 Time Extension (Council) $658 $668
47 Variance - Residential $1,106 $1,122
48 Variance - Other $1,996 $2,026
49 Williamson Act Cancellation $3,034 $3,079
Enviromental
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
50 Initial Study/Negative Declaration (ND) - Small Project (5,7) $1,554 $1,577 51 Initial Study/Negative Declaration (ND) - Large Project (5,7) $2,455 $2,492 52 Enviromental Impact Report (EIR) $6,493 $6,590
53 Mitigation Monitoring Program - EIR $766 $777
54 Mitigation Monitoring Program - ND $374 $380
55 Notice of Exemption $215 $219
Services
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
56 Appeal $686 $696
57 Landscape/Irrigation Plan Review $238 $242
58 Letter of Verification (Zone, Etc.) $136 $138
59 Records Research Request $57 $58
2 8.1
Packet Pg. 310
Listing of User Fee by Category
Effective Date 7/4/2026

PENALTY
A penalty equal to the fee itself (double fee) shall be levied for beginning project prior to approval for all NOTES:

1. Plus the following:
a. All Election costs, if applicable
b. All LAFCO Fees.
c. State Board of Equalization filing fees.
d. All required exhibits including maps and legal description in compliance with LAFCO and State Board of Equalization standards.
e. Cost of protest hearing if applicable.

2. Applicant may be required to contract for traffic and/or other impact studies, as determined by the City.

3. Applicant to pay city engineer's invoiced costs, including map check & Cert. Of Compliance.

4. Minor Review to include the following:
a. Commercial/Industrial exterior renovations.
b. New Commercial/Industrial buildings or enlargement of existing commercial/industrial buildings of less than 1,500 square feet.
c. Projects as designated by the Community Development Director.

5. Applicant to pay actual cost of Department of Fish and Game Review fee.

6. All National Flood Insurance Program forms requiring processing/work performed by the city engineer will be billed at cost.

7. Applicant to pay actual consultant costs, if applicable. 3 8.1
Packet Pg. 311
Listing of User Fee by Category
Effective Date 7/4/2026
Building
Building Permit Fees CPI Increases - June of each year
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
1 Residential Permit Issuance Fee each Per discipline $113 $115 2 Non-Residential Permit Issuance Fee each $113 $115
3 Reinspection Fee Initial deposit required
based on T&M $133 $135
4 Work done without permit $227 $230
5 Plan check Fee When required 65% of Permit Fee 65% of Permit Fee 6 Demolotion Permits $113 $115
*Or the total hourly cost to the jurisdiction, whichever is the greatest. This cost shall include supervision, overhead, equipment, hourly wages and fringe benefits of the employees involved. **Actual costs include administrative and overhead costs.

Building Permit - Residential and Non-Residential
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
7 Up to $10,000 Valuation Based $113 $115
8 $10,001 to $50,000
Valuation Based, or
Permit Issuance Fee
(whichever is greater)

2.77% 2.77%
9 $50,001 - $250,000 Valuation Based 1.97% 1.97%
10 $250,001 - $500,000 Valuation Based 1.12% 1.12%
11 $500,001 - $1,000,000 Valuation Based 0.99% 0.99%
12 $1,000,001 and up Valuation Based 0.86% 0.86%
Building Standards Administration Special Revolving Fund (SB 1473, eff. 1/1/2009) - Purpose and justification needed # Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
13 Permit Valuation - $1.00 to $25,000.00 $1 $1
14 Permit Valuation - $25,001.00 to $50,000.00 $2 $2
15 Permit Valuation - $50,001.00 to $75,000.00 $3 $3
16 Permit Valuation - $75,001.00 to $100,000.00 $5 $5
17 Every $25,000.00 of fraction thereof above $100,000.00 add $1 add $1 Strong Motion Instrumentation Fee (SMIP)
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
18 Residential Building Permit Valuation x 0.00013 Building Permit Valuation x 0.00013
19 Commercial/Industrial Building Permit Valuation x 0.00028 Building Permit Valuation x 0.00028
Electrical Permit Fees
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
20 Electrial Permit 30% of Building Permit Fee 30% of Building Permit Fee
Mechanical Permit Fees
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
21 Mechanical Permit 15% of Building Permit Fee 15% of Building Permit Fee
Plumbing Permit Fees - Permit Issuance
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
22 Plumbing Permit 15% of Building Permit Fee 15% of Building Permit Fee
Other Fees
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
23 Additional plan review required by changes, additions or revisions to plans or to plan for which an initial review has been completed
*Or the total hourly
cost to the jurisdiction,
whichever is the
greatest. This cost shall
include supervision,
overhead, equipment,
hourly wages and fringe
benefits of the
employees involved.
$113 $115
4 8.1
Packet Pg. 312
Listing of User Fee by Category
Effective Date 7/4/2026
Building - Continued
Other Inspections and Fees:
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
24 Inspections outside of normal business hours Per hour Minimum charge – two hours $227 $230
25 Reinspection fees assessed under provisions of Section 305.8 Per Inspection $113 $115 26 Inspections for which no fee is specifically indicated Per hour Minimum charge – one half hour $113 $115
*Or the total hourly cost to the jurisdiction, whichever is the greatest. This cost shall include supervision, overhead, equipment, hourly wages and fringe benefits of the employees involved.

Solar Energy Fees
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
28 Residential - Under 10kW each Plus plan check fee $220 $223 29 Residential - 10.1kW to 15kW each Plus plan check fee $344 $349 30 Residential - 15.1kW and up each Plus plan check fee Actual Cost Actual Cost 31 Commercial - Up to 50kW each Plus plan check fee $687 $698 32 Commercial - 50.1kW to 250kW each Plus plan check fee Actual Cost Actual Cost 33 Commercial - Above 250.1kW each Plus plan check fee Actual Cost Actual Cost Re-roof Fees
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
34 Residential-Overlay 2 Required
inspections
$340 $345
35 Residential-Tear-Off Without new sheathing 2 Required inspections
$340 $345
36 Residential-Tear-Off With new sheathing 3 Required
inspections
$454 $460
37 Commercial $510 $518
5 8.1
Packet Pg. 313
Listing of User Fee by Category
Effective Date 7/4/2026
Fire
CPI Increases - June of each year
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
1 1-10 head per rise $339 $344
2 10-20 head per rise $576 $585
3 20+ head per rise $742 $753
# Description Unit APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
4 Hood and Duct System, 1-10 flow points $200 $203
5 Hood and Duct System, 10-20 flow points $437 $443
6 Hood and Duct System, 20+ flow points $671 $681
# Description Unit APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
7 1-10 devices $246 $250
8 11-25 devices $437 $443
9 25+ devices $768 $779
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
10 Single Family Residential $188 $191
11 Multifamily Residential $284 $288
12 Business, Office, Merchant: <50,000 sq. ft $298 $303 13 Business, Office, Merchant: 50,000 - 250,000 sq. ft $558 $566 14 Business, Office, Merchant: 250,000 - 750,000 sq. ft $747 $759 15 Business, Office, Merchant: >750,000 sq. ft $721 $732 16 Warehouse/Low Hazard: <50,000 sq. ft $532 $540
17 Warehouse/Low Hazard: 50,000 - 250,000 sq. ft $721 $732 18 Warehouse/Low Hazard: 250,000 - 750,000 sq. ft $886 $899 19 Warehouse/Low Hazard: >750,000 sq. ft $1,004 $1,019
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
20 Residential Care Facility $227 $230
21 Daycare Facility: 1-6 $141 $143
22 Daycare Facility: 7-49 $236 $239
23 Daycare Facility: 50-100 $319 $323
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
24 Explosives and Blasting $319 $323
25 Fireworks Stand $188 $191
26 Public Fireworks Display $296 $300
27 Special Event $319 $323
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
28 Hazardous Material Processing and Storage $412 $418
29 Specialized Gas Detection Systems $273 $277
30 Underground Fire Line Inspection per hour $95 $97
31 Waterflow: Up to 5 devices $273 $277
32 Waterflow: 6-10 devices $273 $277
33 Waterflow: More than 10 devices $319 $323
34 Weed Abatement Plus $120 to contractor $177 $180
35 Tent/Canopy $180 $183
36 Re-inspection Fees each $188 $191
37 For Inspections conducted outside normal business hours 1.5 times the regular hourly rate 1.5 times the regular hourly rate
False Alarm Response Fee (After two False Alarms within a 12-month period) # Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
38 Third False Alarm $170 $173
39 Fourth False Alarm $227 $230
40 Fifth False Alarm $284 $288
41 Sixth False Alarm $340 $345
42 Seven or more $567 $576
Other Fees
Automatic Fire Sprinkler Systems (NFPA)
Automatic Fire Suppression Systems
Fire Alarm Systems
New Construction and Tenant Improvement Plan Review
Special Inspections
Special Permits
6 8.1
Packet Pg. 314
Listing of User Fee by Category
Effective Date 7/4/2026
Public Works
CPI Increases - June of each year
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
1 Encroachment Permit
Includes Fire Hydrant
Permit, House
Mover's/Oversize &
Well Destruction for all
categories. **Higher
fees for
use of Potable System
for Construction
$281 $284
2 Encroachment Permit (Additional Inspections) $273 $277 3 Hydrant Meter Rental Charge per day $4 $3
4 Water use charge Per 100 cubic feet Twice the regular residential rate Twice the regular residential rate
5 Use of Water without meter - Offense $587 $595
6 Hydrant Wrench deposit $117 $119
7 Fire hydrant Meter Deposit(s) $1,500 (regular)
$3,500 (w/ backflow)
$1,500 (regular)
$3,500 (w/ backflow)
8 Meter Fees City cost + 15% City cost + 15%
9 Administrative Expense $0 $0
10 Regular Call-Out Per 2-hour call out $250 $253
11 Holiday Call-Out Per 2 Hour Call
Out
$354 $359
12 Each additional hour beyond initial call out hour $103 $104 13 Hourly Cost (Labor Regular Time) Per Hour $134 $135
14 Hourly Cost (Storm Water Management) Per Hour $256 $259 15 SWPPP Fee (Code Enforcement) Per Hour $197 $200
16 Charges Per Barricade $4 $3
17 Deposit Per Barricade $38 $38
18 Delivery and Pickup Charge $90 $91
19 Backflow Device Testing per test $97 $98
20 Backflow Device Testing - Repairs per hour $115 $116 21 Work Done without Permit or Approval Double the regular permit fee Double the regular permit fee
22 Vehicle, equipment, hourly rates Per Hour 1.8% increase Equipment Price Index

1.8% increase
Equipment Price
Index
23 350 Gal. Power Sprayer $21 $21
24 Compact Pick-up $13 $13
25 1/2 ton pick-up $15 $15
26 3/4 ton pick-up $15 $15
27 5 yard dump truck $47 $47
28 street sweeper $49 $50
29 Rough Terrain Forklift $47 $47
30 2-axle Equipment Trailer $12 $11
31 4 WD Loader Tractor $42 $42
32 4WD Backhoe Loader $58 $58
33 4WD 40-50 ft Boom $48 $48
34 23 HP Self Feed Chipper $38 $38
35 Vacuum Truck $97 $98
36 175-195 CFD Compressor $28 $28
37 90 # Air Pavement Breaker $11 $10
38 25 HP Stump Grinder $45 $45
39 3-5 ton Smooth Drum Roller $47 $47
40 Riding Lawn Mower $19 $19
41 6" Vacuum Assisted Pump $41 $41
42 4" Diesel Trash Pump $26 $26
43 Park shelter Reservation Fee (North, South, sports Park Shelters) $121 $122 44 Park Reservation Deposit (North, South, Sports Park) $59 $59 45 Park Reservation & Sports Field Usage $138 $140
46 Soccer Field/Ball Diamond Field Reservation Fee (Private) Hour $23 $23 47 Soccer Field/Ball Diamond Field Reservation Fee (Non-Private) Hour $12 $11 48 Bounce House Permit Fee (North Park/ Sports Park Only) $19 $19 49 Electricity Fee (North Park) (w/o bounce
house) $12 $11
50 Electricity Fee (North Park) (w/ bounce
house) $23 $23
51 Electricity Field Lights Fee (Sports Park/Garza Park) per hour 2-hour Minimum $23 $23 52 Water Service Fee (North Park) Per 4 hours $23 $23
53 Finger Printing Service Fee (P.J.U.S.D) $23 $23
54 Finger Printing Service Fee (Private) $39 $39
55 NFIP Form Name Change from Planning tab $211 $214
56 NFIP Program Referrals from Planning tab Actual Cost plus 15% Admin Actual Cost plus 15% Admin
57 Portable Waste Disposal Fee $85 $85
58 Business License Finals (1st Inpsection - No Fee) $70 $71 59 Business License Finals (Additional Inpsection) $104 $106 7 8.1
Packet Pg. 315
Listing of User Fee by Category
Effective Date 7/4/2026
Public Works - Continued
60 Occupancy Certificate Finals - New Development $104 $106 61 Walk Through Inspections - New Development $188 $190 62 Walk Through Inspections - Additional Inspection $265 $269 63 Backflow Test - New Development $210 $213
64 Backflow Test Fitting - New Development per device $77 $78 65 SWPP Fee 1% of Project Cost Estimate 1% of Project Cost Estimate
66 Waste Management Regulatory Inspections & Reporting (Includes 3 Inspections) $214 $216 67 Waste Management Regulatory Inspections & Reporting (Additional Inspections/Monitoring) $107 $108 68 Trench Cut Fee - PCI 70-100 $9 $9
69 Trench Cut Fee - PCI 50-69 $6 $6
70 Trench Cut Fee - PCI 0-49 No Fee No Fee
Notes:

Equipment/Vehicle hourly rates were obtained from Caltrans and will increase annually by CPI Fees will not be phased in, will increase every January 1st (annually) by CPI Engineering
CPI Increases - June of each year
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
1 City Standards $68 $69
2 Plan Check (Off-Site public improvements) City Cost +5% City Cost +5% 3 Inspection Services (Off-Site public improvements) City Cost +7% City Cost +7% Fees
8 8.1
Packet Pg. 316
Listing of User Fee by Category
Effective Date 7/4/2026
Parks & Recreation
CPI Increases - June of each year
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
1 Flag Football $79-$85 $80 - $86
2 Basketball $91 $92
3 Soccer $102-$113 $103 - $115
4 Pre-Sports Camps $45-$68 $46 - $69
5 Youth Sports late registration fee $17 $17
$0 $0
7 Tennis $57-$79 $57 - $80
8 Open Gym Students (free only w/id) $0 $0
9 Open Gym Students w/o id $2 $2
10 Tiny Tot Athletics $62-$68 $63 - $69
11 New Sports Programs $40-$85 $40 - $86
12 Speciality Sports Clinics $85-$113 $86 - $115
# Description Unit APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
13 Volleyball per team $340 $345
14 Adult League team - late fee $28 $29
15 Open Gym Adults $3 $3
16 Mens Basketball per team $624 $633
17 Co-Ed Softball per team $624 $633
18 New Sports $113-$680 $115 - $690
19 Adult Sports Tournaments per day $250 $253
20 Pickleball $113 $115
# Description Unit APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
21 Senior Trips & Tours $6-$85 $5 - $86
22 Instruction Classes $34-$91 $5 - $91
25 Special Events $11-$91 $0 - $100
# Description Unit APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
26 Winter & Summer Youth Camp per week $113 $115
27 Half Day Camps per week $68 $69
28 Extended Day Camps per week $40 $40
29 Teen Camps & Clubs $57-$136 $57 - $138
30 Teen Trips (Varies on distance and cost of entrance) per teen $28-$57 $28 - $57 # Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
31 General Admission $3 $3
32 General Admission / Non swimmer $1 $1
33 Senior/PUSD Admission $2 $2
34 Lap Swim/Water Aerobics $8 $8
35 Lap Swim/Water Aerobics - Senior $6 $6
36 10 Visit Pass $34 $35
37 10 Visit Senior Pass $17 $17
38 20 Visit Pass $40 $40
39 20 Visit Senior Pass $34 $35
44 Swim Team $159 $161
45 Fall Aerobics and Lap Swim $40 $40
46 Swim Lessons tot $57 $58
47 Swim Lessons $57-$85 $57 - $86
48 Private Lessons $136-$170 $138 - $172
49 Jr Lifeguarding I & II $57-$85 $57 - $86
50 Adult Swim $57-$85 $57 - $86
51 Diving Camp $28-$57 $28 - $57
52 Youth Water Polo Camp $57-$85 $57 - $86
53 Adult Water Polo Club per day $3 $3
54 Special Events $6 $6
55 Saturday Swim Lesson $31-$59 $31 - $59
57 Private Pool Parties 1-50 patrons per hour Rentals 100% Cost Recovery
$227 $230
58 Private Pool Parties 51-100 patrons per hour Rentals 100% Cost Recovery
$323 $328
59 Private Pool Parties 101-150 patrons per hour Rentals 100% Cost Recovery
$454 $460
60 Private Pool Parties for 151-200 patrons per hour Rentals 100% Cost Recovery
$595 $604
Patterson Aquatic Center 40% Cost Recovery 60% subsidy
Youth Sports (all - per player)
Adult Sports
Special Interest Classes & Programs
Youth Day Camps & Teen Programs
9 8.1
Packet Pg. 317
Listing of User Fee by Category
Effective Date 7/4/2026
Parks & Recreation - Continued
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
61 Walnut Grove Gym
62 Deposit - Facility $113 $115
63 Deposit - Equipment ( volleyball, basketball, PA system) each $113 $115 64 Rental - Entire Gym
65 Non-profit $17 $17
66 Private $28 $29
67 Hammon Senior Center
68 Deposit - Dining Room $567 $576
69 Deposit - each additional room $284 $288
70 Dining Room
71 Non-Profit Rentals Per hour $23 $23
72 Private Rentals Per hour $28 $29
73 Dining Room with Kitchen
74 Non-Profit Rentals Per hour $34 $35
75 Private Rentals Per hour $40 $40
76 Arts & Crafts Room
77 Non-Profit Rentals Per hour $11 $12
78 Private Rentals Per hour $17 $17
79 Exercise Room
80 Non-Profit Rentals Per hour $17 $17
81 Private Rentals Per hour $23 $23
82 Entire Facility
83 Non-Profit Rentals Per hour $68 $69
84 Private Rentals Per hour $85 $86
86 Facility Rental part time Staff Supervision fee Per hour $32 $32 # Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
87 Non-Profit Rentals Per hour $11 $12
88 For Profit Rental Per hour $23 $23
89 Lights (2 hr Minimum) Per hour $23 $23
Other Fee
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
90 Activity Guide Advertisement fee range business card full page $57-$2,268 $57 - $2302 Amusement Park Ticket Sales 100% cost recovery
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
91 Excursion Trips
92 Adult Ticket cost of ticket plus $6 cost of ticket plus $6 93 Child's Ticket cost of ticket plus $6 cost of ticket plus $6 Administration Processing Fees
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
94 Recreation Program processing fee per transaction $6 $6 95 Recreation part time staff for Facility Event per hour $17 $17 96 Recreation Program change fee $6 $6
97 Special Event Processing/Application Fee $113 $115
Livescan Rolling Fees
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
98 Volunteers $0 $0
99 City Staff $11 $12
100 School District $28 $29
101 Other $26 $26
102 DOJ $36 $37
Other Fees
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
103 Sports Park Field rental deposit $113 $115
104 Baseball Field Base Rental Deposit per set $284 $288 105 Sports Field Gate Fee - Tournaments per day $142 $144 106 Baseball Field Prep Fee - light prep per field $23 $23 107 Baseball Field Prep Fee - Full Prep per field $57 $58 108 Baseball Field Prep Fee - Light watering per field $11 $12 109 Adult Sports Per Player Fee leagues $6 $6
110 BallPark Sign Sponsorships Two season $454 $460
Facility Rentals
Sports Fields
10 8.1
Packet Pg. 318
Listing of User Fee by Category
Effective Date 7/4/2026
Parks & Recreation - Continued
111 BallPark Sign Sponsorships Five season $1,134 $1,151 112 Ball Park sign renewal One season $198 $201
113 Ball Park sign renewal Two season $284 $288
114 Ball Park Sign renewal Five Season $624 $633
115 Special Event Sponsorships $113-$5,671 No Limit
11 8.1
Packet Pg. 319
Listing of User Fee by Category
Effective Date 7/4/2026
Code Enforcement
CPI Increases - June of each year
# Description Unit Notes APPROVED/ CURRENT FEE New Fee
Effective 7/4/2026
1 Recordation of notices of violation. 1.40.030 PMC Actual cost Acutual cost 2 Cancelation of recorded notice of violation. 1.40.100 PMC Actual cost Acutual cost 3 Code enforcement lien - Recordation 1.60.020 PMC Actual cost Acutual cost 4 Enforcement hearing officer administrative costs 1.44.050 (B) PMC Actual cost Actual cost 5 Code Enforcement administrative costs (i.e.; inestigation, inspection, reinspection, title search, appeal hearing, and other processing costs) 1.40.070 (D) PMC Actual cost Actual cost 6 Notice of satisfaction - Recordation 1.48.030 PMC Actual cost Actual cost 7 Nuisance abatement lien - Recordation 1.60.030 PMC Actual cost Actual cost 8 Re-inspectin fees 1.64.020 PMC $45 $46
9 Massage establishment permit application fee 5.09.080 PMC $45 $46 10 Vending on streets, sidewalks and private property - Permit 5.10.030 PMC $45 $46 11 Vending on streets, sidewalks and private property - Fees 5.10.040 PMC $181 $184 12 Property Maintenance fees 6.16.110 PMC $454 $460
13 Registration of neglected vacant structure fee (New) (per resolution) 6.18.140 PMC $91 $92 14 Registration of neglected vacant structure fee (Renewal) (per resolution) 6.18.140 PMC $91 $92 15 Trailers permit and license required 6.32.020 PMC $91 $92 16 Cannabis for personal use administrative cultivation permit 6.57.030 (B) PMC $181 $184 17 Cannabis for personal use administrative cultivation permit renewal fee 6.57.060 (C) PMC $91 $92 18 Cannabis suboperator permit 6.58.050 (A) PMC $91 $92 19 Cannabis suboperator permit application fee 6.58.050 (B) PMC $340 $345 20 Animal in residential areas permit or renewal of a permit fees 7.58.060 PMC $340 $345 21 Adult-related establishment permit 9.20.030 (A) (B) PMC $340 $345 22 Adult-related establishment permit filing fee 9.20.040 (A) PMC $340 $345 23 Application for escort or figure model application fee 9.20.200 (A) PMC $340 $345 24 Application for escort or figure model permit 9.20.200 (A) PMC $340 $345 25 Cart continment plan review fees 9.26.070 PMC $340 $345 26 Impound, retrieval, and administrative costs and fines - Impound fee 9.26.150 (D) PMC $272 $276 27 Unattended collection bin permit 9.27.030 PMC $91 $92 28 Fortunetelling permit 9.28.010 PMC $340 $345
29 Permit required for private funeral escorts 10.42.080 (7) PMC $340 $345 12 8.1
Packet Pg. 320

WEST PATTERSON

FINANCING AUTHORITY

AGENDA REPORT
TO: Chair Clauzel and Members of the West Patterson Financing Authority FROM: Fernando Ulloa, Executive Director
BY: Kevin Williams, Finance Director
MEETING DATE: May 5, 2026
ITEM NO:

SUBJECT:

8.2 Approve Resolution No. 2026-01 Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure), Approving and Directing the Execution of a Fiscal Agent Agreement, Approving the Form of the Preliminary Official Statement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions.

RECOMMENDATION
Motion to Approve Resolution No. 2026-01 Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure), Approving and Directing the Execution of a Fiscal Agent Agreement, Approving the Form of the Preliminary Official Statement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions.

SUMMARY
The Mello-Roos Community Facilities District Act of 1982 (Gov. Code § 53311 et seq, the “CFD 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 a property tax assessment paid for by property owners.

The Board has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “Act”), to form the Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) (the “District”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the

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District.

The Board, as legislative body of the District, authorized the issuance of special tax bonds of the Authority for the District in the maximum principal amount of up to $17,500,000. The Authority wishes to issue a first series of bonds titled West Patterson Financing Authority, Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure), Special Tax Bonds, Series 2026 (the “Bonds”) to finance additional improvements authorized for the District.

Based on market conditions of April 8, 2026 and assuming a non-rated scale, the Bonds are expected to be issued in the amount of $12,975,000. After funding a reserve fund and cost of issuance of the Bonds (including both the costs of issuance and the underwriter’s discount), the authority will net approximately $11.2 million for projects.

Out of 432 lots, there are 381 individual homeowners, the remaining 51 homes are either completed (3) or under construction (48). Because of the current development status, the team has approached both Assured Guaranty and Build American Mutual to secure possible bond insurance and a surety in place of a cash-funded reserve fund. The impacts of bond insurance would be to raise the rating from non-rated to AA (based on the insured rating), thereby lowering the yields on the Bonds and generating more proceeds for projects. The impact of a partial or full surety in place of a cash-funded reserve fund would be to move the cash from the reserve fund to the project fund generating additional proceeds for projects.

ANALYSIS
The attached resolution authorizes the issuance of special tax bonds in an aggregate principal amount not to exceed $15,000,000. In connection with the issuance of special tax bonds, the resolution also approves the following documents:

Fiscal Agent Agreement: The Fiscal Agent Agreement provides the terms of the 2026 Bonds, including provisions for security and payment of the 2026 Bonds.

Official Statement and Form of Continuing Disclosure Undertaking: The official statement is the primary document used by the Underwriter to market the 2026 Bonds to investors. The official statement describes the 2026 Bonds in detail and all the information about CFD 2022-2 used by investors to make an informed purchase decision. The official statement is released to potential investors in a preliminary form which the City deems final pursuant to Rule 15c-2-12 under the Securities Exchange Act of 1934, with updates making it final following the pricing of the 2026 Bonds. The Form of Continuing Disclosure Undertaking is included as an attachment to the Official Statement, describes covenants of the Authority to provide ongoing disclosure to investors in the form of an annual report due by the end of March each year and posted to the electronic platform known as the Electronic Municipal Market Access (“EMMA”) system. In addition, and from time to time, the Authority covenants to provide notices of listed material events should they occur.

Bond Purchase Agreement: An agreement between the Authority and the Underwriter, when executed, will reflect the final interest rates, yields and prices of the various maturities of the 2026 Bonds sold to investors.

Good Faith Estimates
In accordance with Government Code 5852.1, estimates of the true interest cost of the bonds, finance charges, amount of net proceeds and the sum total of all payments to pay debt service on

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the bonds plus the finance charge not paid with proceeds of the bonds are attached hereto.

Financing Team
Underwriter: Hilltop Securities Inc.

Municipal Advisor: Del Rio Advisors, LLC
Bond / Disclosure Counsel: Jones Hall
Special Tax Consultant: Goodwin Consulting Group, Inc.

Fiscal Agent: U.S. Bank
Appraiser: Integra Realty Resources
RECOMMENDATION:

Staff recommends approving the Resolution Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure), Approving and Directing the Execution of a Fiscal Agent Agreement, Approving the Form of the Preliminary Official Statement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions.

ALTERNATIVE ACTIONS
Although the Board is under no express obligation to adopt the attached resolution, the City has multiple important projects that need the dollars generated from the Bonds.

ATTACHMENTS

1. Resolution Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure), Approving and Directing the Execution of a Fiscal Agent Agreement, Approving the Form of the Preliminary Official Statement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions

2. Fiscal Agent Agreement

3. Official Statement (Includes the Form of Continuing Disclosure Undertaking)

4. Bond Purchase Agreement

5. Good Faith Estimates

6. CFD 2022-1 Series 2026 Presentation for 5-5-26 WPFA Meeting (v2.0).ppt

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WEST PATTERSON FINANCING AUTHORITY
RESOLUTION NO. 2026-01

RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS

FOR AND ON BEHALF OF THE WEST PATTERSON FINANCING
AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2022-2 (BALDWIN

RANCH INFRASTRUCTURE), APPROVING AND DIRECTING THE

EXECUTION OF A FISCAL AGENT AGREEMENT, APPROVING THE FORM

OF PRELIMINARY OFFICIAL STATEMENT, APPROVING SALE OF SUCH

BONDS, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS RESOLVED by the Board of Directors (the “Board”) of the West Patterson Financing Authority (the “Authority”), Stanislaus County, State of California, that:

WHEREAS, this Board has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “Act”), to form the Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) (the “District”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District; and
WHEREAS, the Board, as legislative body of the District, authorized the issuance of special tax bonds of the Authority for the District in the maximum principal amount of not to exceed $17,500,000, and the Authority now desires to issue the first series of the bonds (the “Bonds”); and WHEREAS, there has been submitted to the Board of Directors a Fiscal Agent Agreement (the “Fiscal Agent Agreement”) between the Authority and U.S. Bank Trust Company, National Association, as fiscal agent, providing for the issuance of the Bonds of the Authority for the District, and the Board, with the aid of Authority staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and
WHEREAS, there has been submitted to the Board a form of Bond Purchase Agreement by and between the Authority, for and on behalf of the District, and Hilltop Securities Inc., as underwriter (the “Underwriter”), with respect to the special tax bonds (the “Bond Purchase Agreement”), a form of Official Statement for the special tax bonds (the “Official Statement”) and a form of continuing disclosure undertaking (the “Continuing Disclosure Undertaking”) with respect to the special tax bonds, and the Board has reviewed and found each such document to be in proper order, and now desires to approve each such document and authorize related documents and actions in connection with the issuance and sale of the bonds; and
WHEREAS, the information required to be obtained and disclosed with respect to the Bonds by the City Council in accordance with Section 5852.1 of the California Government Code is set forth in the staff report accompanying this Resolution; and WHEREAS, it appears that each of said documents and instruments which are now before this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended;and

8.2 Packet Pg. 324
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WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.

NOW THEREFORE BE IT RESOLVED as follows:

1. Recitals. The foregoing recitals are all true and correct.

2. Findings. This Board finds and determines that it is prudent in the management and development of land in the City and the District to assist the City and issue the Bonds for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District.

3. Law Applicable. For the purposes of these proceedings in and for the District, the Act shall be the authority for the issuance of the Bonds.

4. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax bonds of the Authority for the District designated as “West Patterson Financing Authority Community Facilities District No. 2022-21 (Baldwin Ranch Infrastructure) Special Tax Bonds Series 2026” in an aggregate principal amount not to exceed $15,000,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement.

The Bonds shall not be issued unless the value of the real property within the District subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the Authority for the purpose of determining such value, is at least three (3) times the proposed principal amount of the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within the District, plus the portion of all other bonds outstanding that are secured by a special tax levied under the Act on property within the District or a special assessment levied on property within the District.

5. Fiscal Agent Agreement. The Board hereby approves the Fiscal Agent Agreement in the form presented to the Board at this meeting. The Executive Director, the Treasurer, the Finance Director, the Secretary and all other officers and agents of the Authority (collectively, the “Authorized Officers”) are each hereby authorized and directed to execute the Fiscal Agent Agreement, for and in the name and on behalf of the Authority, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall LLP, as bond counsel to the Authority (“Bond Counsel”). The proceeds of the Bonds shall be applied by the Authority for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The Board hereby authorizes the execution, delivery and performance by the Authority of the Fiscal Agent Agreement.

6. Covenant to Foreclose. As provided in the Fiscal Agent Agreement, the Authority hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure

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action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

7. 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 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 Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

8. Approval of Bond Purchase Agreement. The Board hereby approves the Bond Purchase Agreement in substantially the form on file with the Authority Clerk; provided, that the aggregate principal amount of Bonds shall not exceed $15,000,000 or result in an Underwriter’s discount in excess of 1.00% of the par amount of the Bonds, or a true interest cost in excess of 6.50%. 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 Clerk, 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.

9. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the Authority with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers of the Authority are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable, including obtaining bond insurance and/or a resserve surety, in order to consummate the issuance and delivery of the Bonds in as contemplated by this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.

10. Effective Date. This Resolution shall take effect upon its adoption. * * * * *

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PASSED AND ADOPTED by the Board of Directors of the West Patterson Financing Authority on the 5th day of May 2026, 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 resolution passed by the West Patterson Financing Authority Board of Directors of the City of Patterson, a Municipal Corporation of the County of Stanislaus, State of California, at a meeting held on the 5th day of May 2026, and I further certify that said resolution is in full force and effect and has never been rescinded or modified.

DATED:
____________________________________
Secretary of the West Patterson Financing
Authority Board of Directors of the City of
Patterson

8.2 Packet Pg. 327
Jones Hall Draft 4.16.26

FISCAL AGENT AGREEMENT
by and between

WEST PATTERSON FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of __________, 2026
Relating to:
$__________
West Patterson Financing Authority
Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds
Series 2026

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i

TABLE OF CONTENTS

ARTICLE I

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

ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation ...................................................................................11 Section 2.02. Terms of the Bonds ....................................................................................................11 Section 2.03. Redemption ................................................................................................................12 Section 2.04. Form of Bonds............................................................................................................15 Section 2.05. Execution of Bonds.....................................................................................................15 Section 2.06. Transfer of Bonds.......................................................................................................15 Section 2.07. Exchange of Bonds ....................................................................................................16 Section 2.08. Bond Register.............................................................................................................16 Section 2.09. Temporary Bonds.......................................................................................................16 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen ...............................................................16 Section 2.11. Limited Obligation.......................................................................................................17 Section 2.12. Book-Entry Only System ............................................................................................17 Section 2.13. No Acceleration ..........................................................................................................18

ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds.................................................................................19 Section 3.02. Application of Proceeds of Sale of Bonds ..................................................................19 Section 3.03. Special Tax Fund........................................................................................................19 Section 3.04. Improvement Fund .....................................................................................................20 Section 3.05. Costs of Issuance Fund..............................................................................................21

ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. ..............................................23 Section 4.02. Bond Fund..................................................................................................................23 Section 4.03. Reserve Fund.............................................................................................................24

ARTICLE V

OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment ......................................................................................................27 Section 5.02. Limited Obligation.......................................................................................................27 Section 5.03. Extension of Time for Payment ..................................................................................27 Section 5.04. Against Encumbrances...............................................................................................27 Section 5.05. Books and Accounts...................................................................................................27 Section 5.06. Protection of Security and Rights of Owners..............................................................28 Section 5.07. Compliance with Law; Completion of Project .............................................................28 Section 5.08. Private Activity Bond Limitation ..................................................................................28 Section 5.09. Federal Guarantee Prohibition ...................................................................................28 Section 5.10. Collection of Special Tax Revenues...........................................................................28 Section 5.11. Further Assurances ....................................................................................................29 Section 5.12. No Arbitrage ...............................................................................................................29 Section 5.13. Maintenance of Tax-Exemption..................................................................................29 Section 5.14. Annual State Reports .................................................................................................29 Section 5.15. Covenant to Foreclose ...............................................................................................30 Section 5.16. Continuing Disclosure to Owners ...............................................................................30

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ii
Section 5.17. Additional Bonds.........................................................................................................31 Section 5.18. Yield of the Bonds ......................................................................................................32

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE AUTHORITY
Section 6.01. Deposit and Investment of Moneys in Funds .............................................................33 Section 6.02. Rebate of Excess Investment Earnings to the United States.....................................34 Section 6.03. Limited Obligation.......................................................................................................34

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent.........................................Error! Bookmark not defined.

Section 7.02. Liability of Fiscal Agent.................................................Error! Bookmark not defined.

Section 7.03. Information....................................................................Error! Bookmark not defined.

Section 7.04. Notice to Fiscal Agent...................................................Error! Bookmark not defined.

Section 7.05. Compensation, Indemnification ....................................Error! Bookmark not defined.

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted..............................................................................................38 Section 8.02. Owners’ Meetings.......................................................................................................38 Section 8.03. Procedure for Amendment with Written Consent of Owners......................................39 Section 8.04. Disqualified Bonds......................................................................................................39 Section 8.05. Effect of Supplemental Agreement.............................................................................39 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments ..........................40 Section 8.07. Amendatory Endorsement of Bonds ..........................................................................40 Section 8.08. Opinion of Counsel Regarding Supplemental Agreement..........................................40

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ...................................................................41 Section 9.02. Successor is Deemed Included in All References to Predecessor ............................41 Section 9.03. Discharge of Agreement.............................................................................................41 Section 9.04. Execution of Documents and Proof of Ownership by Owners ...................................42 Section 9.05. Waiver of Personal Liability ........................................................................................42 Section 9.06. Notices to and Demands on Authority and Fiscal Agent ............................................42 Section 9.07. Partial Invalidity ..........................................................................................................43 Section 9.08. Unclaimed Moneys.....................................................................................................43 Section 9.09. Applicable Law ...........................................................................................................43 Section 9.10. Conflict with Act..........................................................................................................43 Section 9.11. Conclusive Evidence of Regularity.............................................................................43 Section 9.12. Payment on Business Day .........................................................................................43 Section 9.13. Counterparts...............................................................................................................43 Section 9.14. U.S.A. Patriot Act........................................................................................................43

EXHIBIT A FORM OF BOND
EXHIBIT B OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM

IMPROVEMENT FUND

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FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the “Agreement”) is made and entered into as of __________, 2026, by and between the West Patterson Financing Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”) for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) (the “District”), and U.S.

Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”).

W I T N E S S E T H :

WHEREAS, the Board of Directors of the Authority has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”) and Resolution No. 2022- 03, adopted by the Board of Directors of the City on November 15, 2022; and WHEREAS, the Board of Directors, as the legislative body of the District, is authorized under the Act to levy special taxes to pay for the costs of facilities within the District and to authorize the issuance of bonds secured by said special taxes under the Act; and WHEREAS, under the provisions of the Act, on __________, 2026, the Board of Directors of the Authority adopted its Resolution No. 2026-_____ (the “Resolution”), which resolution, among other matters, authorized the issuance of the “West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds, Series 2026” (the “Bonds”) to provide moneys to finance the construction and acquisition of improvements for the District, and provided that said issuance would be in accordance with the Act and this Agreement and authorized the execution hereof; and WHEREAS, it is in the public interest and for the benefit of the Authority, the District, the persons responsible for the payment of special taxes and the Owners of the Bonds (as defined herein) that the Authority enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds and any additional bonds authorized to be issued hereunder and the administration and payment of the Bonds; and
WHEREAS, the Authority has determined that all things necessary to cause the Bonds, when executed and delivered by the Authority for the District and issued as in the Act, the Resolution and this Agreement provided to be legal, valid and binding and special obligations of the Authority for the District in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.

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

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2 ARTICLE I

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

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

Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. “Additional Bonds” means any series of bonds issued on a parity with the Bonds pursuant to Section 5.17.
“Administrative Expense Priority” means (i) for fiscal year 2026-27, $25,000, and (ii) for each subsequent year, an amount equal to the preceding fiscal year’s Administrative Expense Priority plus an additional 2% of such amount.
“Administrative Expenses” means any or all of the following: the fees and expenses of the Fiscal Agent (including, but not limited to, any fees or expenses of its counsel), the expenses of the Authority in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes, and the foreclosure of the liens of delinquent Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of Authority staff directly related thereto and a proportionate amount of Authority general administrative overhead related thereto, any amounts paid by the Authority and the Authority from its general funds pursuant to Section 6.02, and all other costs and expenses of the Authority, Authority or the Fiscal Agent incurred in connection with the issuance and administration of the Bonds and/or the discharge of their respective duties hereunder (including, but not limited to, the calculation of the levy of the Special Taxes, foreclosures with respect to delinquent taxes, and the calculation of amounts subject to rebate to the United States) in any way related to the administration of the District. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the Authority (including by the Authority on behalf of the Authority) under Section 6.02 hereof.
“Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement.

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3 “Annual Debt Service” means, for each Bond Year and each series of Outstanding Bonds, the sum of (i) the interest due on the respective series of Outstanding Bonds in such Bond Year, assuming that such Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the respective series of Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.
“Authority” means the West Patterson Financing Authority, and any successor thereto. “Authorized Officer” means the City Manager, Finance Director of the City, City Attorney, in their capacity as officers of the Authority, or any other officer or employee authorized by the Board of Directors of the Authority or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. “Bond Counsel” means (i) Jones Hall LLP or (ii) any other attorney or firm of attorneys acceptable to the Authority and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. “Bond Fund” means the fund by that name established pursuant to Section 4.02(A) hereof.
“Bond Year” means each twelve-month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 1, 2022. “Bonds” means the Bonds and any Additional Bonds.
“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Principal Office of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed. “CDIAC” means the California Debt and Investment Advisory Commission of the office of the California State Treasurer or any successor agency or bureau thereto. “City” means the City of Patterson, California.
“Closing Date” means October 27, 2026, the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
“County” means the County of Stanislaus, California.
“County Auditor” means the Auditor of the County.
“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as of the Closing Date, executed by the Authority and Goodwin Consulting Group, Inc.,

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4 in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“Cost of Issuance” means items of expense payable or reimbursable directly or indirectly by the Authority or the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent, including its first annual administration fee, and expenses and fees of counsel to the Fiscal Agent, expenses incurred by the Authority or the City in connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing.
“DTC” means The Depository Trust Company, and its successors and assigns. “Debt Service” means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. “Depository” means (i) initially, DTC, and (ii) any other Securities Depository acting as Depository pursuant to Section 2.12.
“District” means the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) formed pursuant to the Resolution of Formation. “Fair Market Value” means the price at which a willing buyer would purchase the 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 referenced 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) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States.
“Federal Securities” means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent (as to which the Fiscal Agent is entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment):
(i) Direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on

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5 which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as “stripped” obligations and coupons; or
(ii) Any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration, (d) mortgage-backed bonds or passthrough obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America.
“Finance Director” means the duly acting Finance Director of the City acting in the capacity as a finance officer of the Authority, or if the City has no Finance Director, the Chief Financial Officer, Treasurer or other officer of the City serving a similar role. “Fiscal Agent” means the Fiscal Agent appointed by the Authority and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.
“Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. “Improvement Fund” means the fund by that name established pursuant to Section 3.04(A).
“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 information with respect to called bonds as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent.
“Interest Payment Dates” means March 1 and September 1 of each year, commencing September 1, 2026.
“Maximum Annual Debt Service” means, for each series of Outstanding Bonds, the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of the respective series of Outstanding Bonds. “Officer’s Certificate” means a written certificate of the Authority or the City signed by an Authorized Officer of the Authority or the City.
“Ordinance” means any ordinance of the Authority levying the Special Taxes. “Original Purchaser” means, with respect to each series of Bonds, the first purchaser of such Bonds from the Authority.
“Other Mello-Roos Bonds” has the meaning given that term in Section 5.17.

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6 “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Authority pursuant to the Agreement or any Supplemental Agreement. “Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Agreement.
“Permitted Investments” means any of the following, to the extent that they are lawful investments for City funds at the time of investment, and are acquired at Fair Market Value (as to which the Fiscal Agent is entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment and is acquired at Fair Market Value):
(i) Federal Securities;
(ii) any of following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and (d) bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;
(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Fiscal Agent and its affiliates), provided that (a) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally recognized rating service, and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in one of the top two rating categories by a nationally recognized rating service;
(iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose

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7 unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service; (b) the most recent reported combined capital, surplus an undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligation under any such repurchase obligation shall be required to be performed in not more than thirty (30) days; (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Fiscal Agent under the California Commercial Code or pursuant to the book-entry procedures described by 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service; (v) bankers’ acceptances endorsed and guaranteed by banks described in clause (iv) above;
(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;
(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor’s Ratings Services or Moody’s Investor Service, including such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Fiscal Agent or an affiliate of the Fiscal Agent receives and retains a fee for services provided to the fund, (b) the Fiscal Agent collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (c) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent;
(viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above, such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or sub-custodian, notwithstanding that (a) the Fiscal Agent or an affiliate of the Fiscal Agent receives and retains a fee for services provided to the fund, (b) the Fiscal Agent collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (c) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent;
(ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service; (x) commercial paper which at the time of purchase is of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by

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8 Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of five hundred million dollars ($500,000,000) and having an “AA” or higher rating for the issuer’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Poor’s Corporation, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation; (xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;
(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;
(xiii) shares in the California Asset Management Program; or (xiv) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Fiscal Agent shall be permitted to make investments and withdrawals in its own name and the Fiscal Agent may restrict investments in such fund if necessary to keep moneys available for the purposes of this Agreement.
(xv) any other lawful investment for City funds.
“Prepayment” means moneys received by the Authority from the prepayment of Special Taxes as provided in the Special Tax Formula.
“Prepayment Account” means the account within the Bond Fund by that name established pursuant to Section 4.02(A).
“Principal Office” means the corporate trust office of the Fiscal Agent set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent. “Project” means the acquisition and/or construction of the authorized facilities for the District described in the Resolution of Formation, including Administrative Expenses related thereto.
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent, provided that all of the following requirements are met: (i) the long-term credit rating of such bank or insurance company is rated in the top two categories (without regard to modifier) by S&P or Moody’s at the time of issuance; (ii) such letter of credit or surety bond has a term of at least 12 months; (iii) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement being met by such instrument or with respect to which funds are proposed to be released pursuant to this Agreement; and (iv) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from

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9 time to time in the Bond Fund for the purpose of making payments required pursuant to this Agreement.
“Record Date” means the 15th day of the month immediately preceding an Interest Payment Date, whether or not such day is a Business Day. “Regulations” means temporary and permanent regulations promulgated under the Code.
“Reserve Fund” means the fund by that name established pursuant to Section 4.03(A). “Reserve Requirement” means the least of (i) 125% of the average Annual Debt Service with respect to the applicable series of Bonds; (ii) Maximum Annual Debt Service with respect to the applicable series of Bonds; and (iii) 10% of the original principal amount of the Bonds (or, if the Bonds have more than a de minimis amount of original issue discount or premium, 10% of the issue price of the Bonds); provided, that—
(a) the Reserve Requirement for the Bonds shall not increase after the date of issuance of the Bonds;
(b) in no event shall the Authority or the City be obligated to deposit an amount in any reserve fund in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and (c) the Authority may meet all or a portion of the Reserve Requirement with respect to any series of Bonds by depositing a Qualified Reserve Fund Credit Instrument in accordance with Section 4.03(A).
“Resolution” means Resolution No. 2026-_____ adopted by the Board of Directors of the City on __________, 2026, which resolution, among other matters, authorized the issuance of the Bonds.
“Resolution of Formation” means Resolution No. 2022-03, adopted by the Board of Directors of the City on November 15, 2022, establishing the District. “Securities Depositories” means DTC; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent. “Special Tax Formula” means the “Amended Rate, Method of Apportionment, and Manner of Collection of Special Tax for West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure),” approved by the qualified electors in the District as of the date of the Resolution of Formation, and as it may be amended in the future.
“Special Tax Fund” means the fund by that name established by Section 3.03(A) hereof.

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10 “Special Tax Revenues” means the proceeds of the Special Taxes received by the Authority, including all scheduled payments and delinquent payments 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, less an amount equal to the Administrative Expense Priority, and net of the administration charge of the County (currently at 1%), but shall not include any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.
“Special Taxes” means the “Facilities Special Tax” (as defined in the Special Tax Formula) levied within the District pursuant to the Act, the Ordinance, and this Agreement. For clarity, the “Maintenance Special Tax” (as defined in the Special Tax Formula) is not included in this definition of “Special Taxes” and does not constitute security for the repayment of the Bonds.
“Supplemental Agreement” means an agreement the execution of which is authorized by a resolution which has been duly adopted by the Authority under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder.
“Term Bonds” means the Bonds maturing on September 1, ______ and September 1, _____.
“2026 Bonds” means the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds, Series 2026. “2026 Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.05(A) hereof.
“2026 Reserve Account” means the account within the Reserve Fund by that name established pursuant to Section 4.03(A).

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11 ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation. The Bonds in the aggregate principal amount of Four Million Four Hundred Sixty-Five Thousand Dollars ($__________) are hereby authorized to be issued by the Authority for the District under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California.

The Bonds shall be designated the “West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds, Series 2026.” Section 2.02. Terms of the Bonds.
(A) Form; Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. The Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent.
(B) Date of the Bonds. The Bonds shall be dated the Closing Date. (C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the Authority or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the Authority’s contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities. The Bonds shall be issued as term bonds, and shall mature and become payable as follows:

Maturity
(Sept. 1)
Principal
Amount
Interest
Rate
CUSIP†
(955232)
(E) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a Bond, interest is in

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12 default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (F) Method of Payment. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds; provided that so long as any Bonds are in bookentry form, payments with respect to such Bonds shall be made by wire transfer or such other method acceptable to the Fiscal Agent to the Depository. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and issue a certificate of destruction thereof to the Authority.

Section 2.03. Redemption.
(A) Redemption Dates.
(i) Optional Redemption. The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any date on and after September 1, _______ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, _____ through August 31, _____ 103%
September 1, _____ through August 31, _____ 102
September 1, _____ through August 31, _____ 101
September 1, _____ and thereafter 100
(ii) Mandatory Redemption From Prepayments. The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
Interest Payment Dates to and including March 1, _____ 103% September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____ and Interest Payment Dates
thereafter
100

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13 (iii) Mandatory Sinking Fund Redemption. The Term Bonds maturing September 1, _____ and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Maturing on September 1, _____
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
(Maturity)
Term Bonds Maturing on September 1, _____
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
(Maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the Authority in an Officer’s Certificate, as a result of any prior partial optional or mandatory redemption of the Term Bonds pursuant to Section 2.03(A)(i) or (ii) above. In the event of a redemption pursuant to Section 2.03(A)(i) or (ii), the Authority shall provide the Fiscal Agent with a revised sinking fund schedule giving effect to the redemption so completed.

In lieu of redemption under this Section 2.03, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. (B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem Bonds pursuant to Section 2.03(A)(i) and (ii) not less than 60 days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent; Rescission. Subject to its receipt of timely notice from the Authority in the case of a redemption pursuant to Section 2.03(A)(i) or timely receipt of directions from the Authority as provided in Section 3.03(B) in the case of a mandatory redemption pursuant to Section 2.03(A)(ii), thehe Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or

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14 more Information Services, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds.

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date.

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

The Authority has the right to rescind any notice of the redemption of Bonds under Section 2.03(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior the date fixed for redemption, in which case such redemption shall be cancelled and annulled and such cancellation shall not constitute an event of default. In addition, any notice of redemption shall be cancelled and annulled if for any reason funds will not be or 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. The Authority and the Fiscal Agent have no liability to the Owners or any other party related to or arising from any such rescission and/or cancellation of redemption. The Fiscal Agent shall mail notice of such rescission of redemption and/or cancellation in the same manner as the original notice of redemption was sent under this Section.

Whenever provision is made in this Agreement for the redemption of less than all of the Bonds of any maturity, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof of such maturity by lot in any manner which the Authority in its sole discretion shall deem appropriate that results in relatively uniform debt service (subject to the procedures of the Depository in the case of any Bonds in book-entry form).

Upon surrender of Bonds redeemed in part only, the Authority shall execute, and the Fiscal Agent shall authenticate and deliver, to the registered Owner, at the expense of the Authority, a new Bond or Bonds, of the same series and maturity, of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (D) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.

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15 All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and issue a certificate of destruction thereof to the Authority.

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

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

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

Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 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 duly written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the Authority. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer.

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

No transfers of Bonds shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Fiscal Agent all information necessary to allow the Fiscal Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Fiscal Agent shall

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16 conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

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

No exchanges of Bonds shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

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

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

Until so exchanged, the temporary bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity for the Fiscal Agent and the Authority satisfactory to the Fiscal Agent shall be given, the Authority shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Authority may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the Authority and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the

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17 provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement.

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

Section 2.12. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein as a separate fully registered certificate (in printed or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co, as nominee of DTC or such nominee as DTC shall appoint in writing.

The Authorized Officers and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository’s book-entry system, including the execution of the Depository’s required representation letter.

With respect to Bonds registered in the Bond Register in the name of Cede & Co, as nominee of DTC, the Fiscal Agent shall not have any responsibility or obligation to any broker-dealer, 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 Fiscal Agent 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.

The Fiscal Agent 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 Fiscal Agent 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.

No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that

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18 DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.12 shall refer to such new nominee of DTC.

DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent 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 Fiscal Agent.

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 of 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 Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06.

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.

Section 2.13. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.13 shall in any way prohibit the prepayment or redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof.

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19 ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the Authority may issue the Bonds for the District in the aggregate principal amount set forth in Section 2.01 (with respect to the Bonds) or as authorized in any Supplemental Agreement (with respect to any Additional Bonds) and deliver such Bonds to the Original Purchaser. The Authorized Officers of the Authority are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance of the Bonds from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser.

Section 3.02. Application of Proceeds of Sale of Bonds.

The proceeds of the purchase of the Bonds by the Original Purchaser in the amount of $__________ (which is equal to the par amount of the Bonds, plus an original issue premium of $__________ and less the Underwriter’s discount of $__________), shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows:
(ii) Deposit in the 2026 Reserve Account of the Reserve Fund $__________, equaling the initial amount of the Reserve Requirement; (ii) Deposit in the Improvement Fund $__________;
(iii) Deposit in the 2026 Costs of Issuance Fund $__________ Section 3.03. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Finance Director, the Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds Special Tax Fund, to the credit of which the Authority shall deposit, immediately upon receipt, all Special Tax Revenues received by the Authority and any amounts required by Section 3.05(B) to be deposited in the Special Tax Fund, and within such fund, a Prepayment Account, to the credit of which the Authority shall deposit prepayments of Special Taxes described in Section 2.03(A)(ii) above, and a Surplus Account, to the credit of which the Authority shall deposit surplus Special Tax Revenues described in Section 3.03(B) below. Moneys in the Special Tax Fund shall be held in trust by the Authority for the benefit of the Authority and the Owners of the Bonds, shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds. Notwithstanding the foregoing, the City may semi-annually transfer from the Special Tax Fund so held an amount equal to one-half of the Administrative Expense Priority as necessary for the payment of Administrative Expense Priority. (B) Disbursements. As soon as practicable after the receipt by the Authority of any Special Tax Revenues, other than from prepayment of Special Taxes, or the transfer of amounts to the Special Tax Fund pursuant to the terms hereof, but no later than ten (10) Business Days after such receipt or transfer, the Authority shall withdraw from the Special Tax

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20 Fund and transfer to the Fiscal Agent : (i) for deposit in 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 due on the Bonds during the then-current Bond Year, and (ii) for deposit in the Reserve Fund, an amount which when added to the amount then on deposit therein is equal to the Reserve Requirement.

At such time as deposits to the Special Tax Fund other than from prepayment of Special Taxes equal the principal, premium if any, and interest becoming due on the Bonds for the current Bond Year and the amount needed to restore the Reserve Fund balance to the Reserve Requirement, the amount in the Special Tax Fund in excess of such amount shall be transferred by the Authority, on or after September 2nd of each year, to the Surplus Account and such moneys transferred shall be free of the pledge for payment of the Bonds.

Prepayment Account. As soon as practicable after the receipt by the Authority of any Special Tax Revenues derived from prepayments of the Special Tax, the Authority shall, from the money in the Special Tax Fund constituting such prepayments, deposit in the Prepayment Account the amount of money constituting such prepayments, and all money in the Prepayment Account shall be used and withdrawn by the Authority for deposit in the Bond Fund to implement a mandatory redemption of Bonds in accordance with Section 2.03(A)(ii) hereof. To implement such mandatory redemption, the Authority shall deliver to the Fiscal Agent an Officer’s Certificate which includes directions to the Fiscal Agent regarding the Bonds to be redeemed.

Surplus Account. From time to time, the Authority may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay Administrative Expenses in excess of the Administrative Expense Priority, costs of the acquisition and construction of Facilities or any other District costs authorized under the Act. Moneys in the Surplus Account may, at the Authority’s discretion, also be used to pay the principal of, premium, if any, and interest on the Bonds or to replenish the Reserve Fund to the amount of the Reserve Requirement. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.

Section 3.04. Improvement Fund.
(A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds Improvement Fund (the “Improvement Fund”), to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Improvement Fund shall be held in trust and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of costs of the Project. Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. Prior to disbursement, amounts on deposit in the Improvement Fund shall be subject to a lien in favor of the Owners of the Bonds.
(B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer’s Certificate substantially in the form of Exhibit B attached hereto which shall:

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21 (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officers Certificate previously filed requesting disbursement.

Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts.
(C) Investment. Moneys in the Improvement Fund and the accounts established thereunder shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of the Improvement Fund. (D) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund and the accounts established thereunder has been completed and that all costs of such portion of the Project and all Administrative Expenses of the District have been paid, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.

Section 3.05. Costs of Issuance Fund.
(A) Establishment of 2026 Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds 2026 Costs of Issuance Fund, to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the 2026 Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance of the Bonds.
(B) Disbursement. Amounts in the 2026 Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by an Authorized Officer or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all Costs of Issuance of the Bonds upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a Cost of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date of the Bonds. Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. The Fiscal Agent shall maintain the 2026 Costs of Issuance Fund for a period of 2 months from the Closing Date of the Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Bond Fund for payment of debt service on the Bonds. Thereafter, every invoice received by the Fiscal Agent shall be submitted to the Finance Director for payment from amounts on deposit in the Special Tax Fund.

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22 (C) Investment. Moneys in the 2026 Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the 2026 Costs of Issuance Fund to be used for the purposes of such fund.

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23 ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided herein, in the Improvement Fund and the Special Tax Fund are hereby pledged to secure the repayment of the Bonds. In addition, the 2026 Bonds shall be secured by a pledge and lien on the 2026 Reserve Account of the Reserve Fund, and each Series of Additional Bonds shall be secured by a separate reserve account established within the Reserve Fund as set forth in a Supplemental Agreement. Such pledge shall constitute a first lien on the Special Tax Revenues and said amounts. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated in their entirety to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03.

Amounts in a Costs of Issuance Fund created for any series of Bonds are not pledged to the repayment of the Bonds. The facilities acquired with the proceeds of the Bonds are not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed hereunder.

Section 4.02. Bond Fund.
(A) Establishment of Bond Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds Bond Fund, to the credit of which deposits shall be made as required by Section 3.03(B), Section 4.03 and any other amounts required to be deposited therein by this Agreement or the Act. Moneys in the Bond Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.

Within the Bond Fund there is hereby to be established the Prepayment Account, which shall be used exclusively for the administration of any prepayments of Special Taxes to assure the timely redemption of Bonds. Monies in the Prepayment Account shall be used to redeem Bonds on the redemption date specified in the notice to the Fiscal Agent given pursuant to Section 2.03(A)(ii). In the event all of the Special Taxes are prepaid in full, the Prepayment Account shall be closed.
(B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(iii) or any redemption of the Bonds under Section 2.03(A)(i).

In the event that amounts in the Bond Fund are insufficient to pay regularly scheduled payments of principal of and interest on any series of Bonds, the Fiscal Agent shall withdraw

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24 from the respective reserve account within the Reserve Fund established for such series of Bonds to the extent of any funds therein, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Finance Director of the amounts so withdrawn from the Reserve Fund. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund.

If, after the foregoing transfer, there are insufficient funds in the Bond Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments.

Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.
(C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Bond Fund to be used for the purposes of such fund. (D) Deficiency. If 10 days before any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner, the Fiscal Agent shall report to the Finance Director such fact. The Authority covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Resolution of Formation) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies.

If on any Interest Payment Date the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on the Bonds the Fiscal Agent shall notify the Finance Director in writing of such fact, and the Finance Director shall notify CDIAC of such fact within 10 days of such Interest Payment Date. The Fiscal Agent has no obligation under this Agreement to provide notice or disclosure to the Bondowners of insufficient funds or anticipation of deficiency in the Bond Fund.

Section 4.03. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2022-2 (Baldwin Ranch) Special Tax Bonds Reserve Fund, and within the Reserve Fund shall be established a “2026 Reserve Account,” to the credit of which a deposit shall be made as required by Section 3.02 and deposits shall be made as provided in Section 3.03(B). For each series of Additional Bonds, the Fiscal Agent shall establish a separate subaccount within the Reserve Fund for such series and moneys in each subaccount shall be held in trust by the Fiscal Agent for the benefit of the Owners of the respective series of Bonds.

The Authority has the right to either meet the Reserve Requirement at the time of issuance of a series of Bonds or at any time thereafter to cause the Fiscal Agent to release cash from the Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) in the case of a release, an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the

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25 Bonds secured thereby to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent in connection with a release of cash, the Fiscal Agent will transfer such funds to the Authority. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, if applicable, 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 Fiscal Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all Qualified Reserve Fund Credit Instruments held by the Fiscal Agent is at least equal to the Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified Reserve Fund Credit Instrument prior to its expiration).
(B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited in a reserve account of the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency within five days prior to any Interest Payment Date in the Bond Fund of the amount required for payment of the principal of, and interest on, the respective series of Bonds on such Interest Payment Date. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Finance Director.
(C) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior to any Interest Payment Date, the amount in any reserve account within the Reserve Fund exceeds the Reserve Requirement for the applicable series of Bonds covered by such reserve account (it being understood that the Authority calculates the Reserve Requirement in accordance with the definition thereof, on which the Fiscal Agent relies), the Fiscal Agent shall provide written notice to the Finance Director of the amount of the excess. The Finance Director shall advise the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to Section 4.03(D) and 6.02 below, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Outstanding Bonds covered by the applicable reserve account in accordance with Section 4.02; provided, that to the extent that such excess results from the prepayment of Special Taxes and redemption of Bonds as provided in an Officer’s Certificate in accordance with Section 2.03(B), such amount shall be transferred to the Prepayment Account and applied to the corresponding redemption of Bonds.
(D) Transfer for Rebate Purposes. 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 Section 6.02.
(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in a reserve account of the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds covered by such reserve account, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and after making any transfer required under Section 4.03(D) above and upon receipt of an Officer’s Certificate directing it to do so, the Fiscal Agent shall transfer the amount in the applicable reserve account of the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 4.02 or 2.03 as applicable, of all such Outstanding Bonds. In the event that the amount so transferred to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds covered

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26 by the applicable reserve account, the balance in such reserve account shall be transferred to the Authority, after payment of any amounts due the Fiscal Agent hereunder, to be used for any lawful purpose of the Authority.

Notwithstanding the foregoing, no amounts shall be transferred from a reserve account of the Reserve Fund pursuant to this Section 4.03(E) until after the calculation, pursuant to Section 6.02, of any amounts due to the federal government following payment of the respective series of Bonds and withdrawal of any such amount under Section 4.03(D) for purposes of making such payment to the federal government, and payment of any fees and expenses due to the Fiscal Agent.
(F) Investment. Moneys in each reserve account of the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the applicable reserve account of the Reserve Fund to be used and disbursed as provided in this Section 4.03. .

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27 ARTICLE V

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

Section 5.02. Limited Obligation. The Bonds are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in certain funds created hereunder as, and to the extent, set forth in Section 4.01.

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

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

Section 5.05. Books and Accounts. The Authority will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Authority, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Special Tax Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than 10% of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund, the Reserve Fund, the Improvement Fund and any Costs of Issuance Fund.

Such books of record and accounts shall at all times during business hours and upon reasonable prior notice, be subject to the inspection of the Authority and the Owners of not less than 10% of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

The Fiscal Agent may establish and maintain for so long as is necessary one or more temporary funds and accounts under this Agreement.

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

Section 5.07. Compliance with Law; Completion of Project. The Authority will comply with all applicable provisions of the Act and the law in completing the acquisition and construction of the Project; provided that the Authority shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the Improvement Fund.

Section 5.08. Private Activity Bond Limitation. The Authority shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

Section 5.09. 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 any of the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 5.10. Collection of Special Tax Revenues. The Authority shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.

On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the Finance Director with a notice stating the amount then on deposit in the Bond Fund and the reserve accounts of the Reserve Fund. The receipt of such notice by the Finance Director shall in no way affect the obligations of the Finance Director under the following two paragraphs.

Upon receipt of such notice, the Finance Director shall ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year.

The Authority shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next secured real property tax roll. Upon the completion of the computation of the amounts of the levy, the Authority shall prepare or cause to be prepared, and shall transmit to the Finance Director, such data as the County Auditor requires to include the levy of the Special Taxes on the next secured real property tax roll.

The Authority shall fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing Bond Year, including any necessary replenishment or expenditure of amounts in the Reserve Fund and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Special Tax Formula and the Ordinance. In any event, the Special Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation.

The Special Taxes shall be payable and 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 times and in the same proportionate

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29 amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Notwithstanding the foregoing, the Special Taxes may be collected in such other manner as the Authority shall prescribe if necessary to pay the debt service on the Bonds.

Section 5.11. Further Assurances. The Authority will 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 Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement.

Section 5.12. No Arbitrage. The Authority shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the gross proceeds of the Bonds 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 and Regulations.

Section 5.13. Maintenance of Tax-Exemption. The Authority shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds.

Section 5.14. Annual State Reports. The following requirements shall apply to the Bonds:
(A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Authority shall prepare and supply the California Debt and Investment Advisory Commission (“CDIAC”), by mail, postage prepaid, with the information required under Section 53359.5(b) of the Act. Not later than January 1 of the year following issuance of the Bonds, and at least once a year thereafter, the Finance Director shall file a report with the Board of Directors in accordance with the requirements of Government Code Section 53411, which report shall contain: (a) the amount of Special Taxes collected and expended; and (b) if applicable, the status of the Project financed by the District. In addition, no later than seven months after the end of the Authority’s fiscal year, the Authority shall prepare and supply to CDIAC the information required by Section 8855(k) of the Government Code. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC. (B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the Bonds as provided in this Agreement, or if funds are withdrawn from the Reserve Fund for transfer to the Bond Fund to pay principal and interest on the Bonds, the Fiscal Agent shall notify the Finance Director of such failure or withdrawal in writing. An official of the Authority shall notify CDIAC pursuant to Government Code Section 53359.5(c) within 10 days of the occurrence of any of the following events: (i) the scheduled principal or interest on the Bonds is not paid; or (ii) a draw on the Reserve Fund to pay to pay principal and interest on the Bonds which draw causes the Reserve Fund to be reduced to an amount less than the Reserve Requirement.

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30 (C) Amendment. The reporting requirements of this Section 5.14 shall be amended from time to time, without action by the Authority or the Fiscal Agent, to reflect any amendments to the applicable provisions of the Government Code, including the Act. (D) Reports to Bondowners. The Finance Director shall provide copies of any reports required by this Section to any Bondowner upon the written request of a Bondowner and payment by the person requesting the information of the cost of the Authority to photocopy and pay any postage or other delivery cost to provide the same, as determined by the Finance Director. The term “Bondowner” for purposes of this Section shall include any beneficial owner of the Bonds as described in Section 2.12.
(E) No Liability. None of the Authority and its officers, agents and employees, the Finance Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section.

Section 5.15. Covenant to Foreclose. The Authority hereby covenants with and for the benefit of the Owners of the Bonds that it will that it will annually on or before September 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if the Authority determines on the basis of such review that the amount so collected is (i) deficient by more than 5% of the total amount of the Special Tax levied in such Fiscal Year, it will within 30 days thereafter institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the Special Tax against each separate lot or parcel of land in the District for which such installment of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; provided, that if the Authority determines on the basis of such review that:
(ii) deficient by less than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, but that property owned by any single property owner in the District is delinquent by more than $5,000 with respect to the Special Tax due and payable by such property owner in such Fiscal Year, or
(ii) as to any property owned by any single property owner in the District, delinquent cumulatively by more than $3,000 with respect to the current and past Special Tax due (irrespective of the total delinquencies in the District), then the Authority will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided herein against each such property owner.

Section 5.16. Continuing Disclosure to Owners. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Agreement, failure of the Authority to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder; provided, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the Authority of its obligations thereunder, including seeking mandate or specific performance by court order.

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31 Section 5.17. Additional Bonds .
(A) Issuance of Additional Bonds. In addition to the 2026 Bonds, the Authority may, by a Supplemental Agreement, authorize the issuance of one or more additional series of special tax bonds (the “Additional Bonds”), payable from Special Taxes and secured by the Special Tax Revenues and other amounts pledged to the Bonds, as and to the extent set forth in Section 4.01, equally and ratably with 2026 Bonds, and the Authority may issue, and the Fiscal Agent may authenticate and deliver to the purchaser thereof, such Additional Bonds in the principal amount as shall be determined by the Authority, subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:
(i) No default in the 2026 Bonds shall have occurred and then be continuing, (ii) The issuance of the Additional Bonds shall have been duly authorized by the Authority, and not exceed the maximum bonded indebtedness authorized for the District.
(iii) The Additional Bonds shall be payable as to principal on September 1 in each year in which principal becomes due, and shall be payable as to interest semiannually on March 1 and September 1.
(iv) There shall be deposited into a reserve account of the Reserve Fund, an amount at least equal to the Reserve Requirement with respect to such Additional Bonds.
(v) After giving effect to the issuance of the Additional Bonds:
(a) For each Bond Year the Additional Bonds are Outstanding, projected Special Taxes Revenues, if levied at the maximum annual Special Tax rates per the Special Tax Formula, in each Fiscal Year are at least equal to 110% of Debt Service due in the Bond Year that begins in the corresponding Fiscal Year, as calculated by the special tax consultant to the Authority; and (b) The aggregate value of all parcels in the District subject to the Special Tax, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Additional Bonds, as determined by an MAI appraisal, assessed valuations shown on the then current County tax roll, or by a combination of both methods, is at least 3.00 times the sum of (1) the aggregate principal amount of all Bonds then Outstanding, plus (2) the aggregate principal amount of the Additional Bonds proposed to be issued, plus (3) the aggregate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in the District, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than Bonds then Outstanding, payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within the District (the “Other Mello-Roos Bonds”) equal to the aggregate principal amount of the Other Mello-Roos Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other Mello-Roos Bonds on parcels of land within the District subject to the Special Tax, and the denominator of which is the total amount of special taxes levied for the Other

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32 Mello-Roos Bonds on all parcels of land subject to the Special Tax against which the special taxes are levied to pay the Other Mello-Roos Bonds (such fraction to be determined based upon the special taxes which could be levied the year in which maximum annual debt service on the Other Mello-Roos Bonds occurs), based upon information from the most recent available Fiscal Year.

Additional Bonds may be issued for the purpose of refunding any outstanding Bonds without meeting the foregoing conditions so long as debt service on the refunding Bonds in each Bond Year is less than debt service on the Bonds refunded.

Nothing in this Section or in this Agreement shall prevent or be construed to prevent the Supplemental Agreement providing for the issuance of Additional Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by this Agreement, additional security for the benefit of such Additional Bonds or any portion thereof.

Nothing in this Agreement shall be interpreted to prohibit issuance of bonds or Additional Bonds secured on a subordinate basis to the Bonds.
(B) Proceedings for Issuance of Additional Bonds. Whenever the Authority shall determine to issue Additional Bonds:
(i) The Authority shall authorize the execution of a Supplemental Agreement specifying the principal amount and prescribing the forms of the Additional Bonds and providing the terms, conditions, distinctive designation, denominations, methods of numbering, date, maturity date or dates, interest rate or rates (or the manner of determining same), interest payment dates, redemption provisions (including the amount and dates of mandatory sinking fund payments, if any), place or places of payment of principal or redemption price, if any, application of the proceeds thereof and any other provisions respecting the Additional Bonds not inconsistent with the terms of this Agreement, and
(ii) The Fiscal Agent shall receive an Officer’s Certificate (on which the Fiscal Agent shall be entitled to rely without independent inquiry or investigation) stating (1) that the execution and delivery of such Supplemental Agreement by the Authority and the Fiscal Agent and the authentication of such Additional Bonds by the Fiscal Agent comply with the provisions of this Section 5.17, and (2) providing instruction in form acceptable to the Fiscal Agent for the registration, authentication and delivery of the Additional Bonds, (b) an executed copy of the Supplemental Agreement authorizing such Additional Bonds.

Section 5.18. Yield of the Bonds. In determining the yield of the Bonds to comply with Section 5.12 and Section 6.02, the Authority will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the Authority, as of the closing date of the Bonds, without regard to whether or not redemption moneys are received or Bonds are redeemed.

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33 ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE AUTHORITY
Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent, shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer’s Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer’s Certificate, the Fiscal Agent shall hold such moneys uninvested and notify the Finance Director that it is doing so until further direction is received from the Finance Director.

Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Finance Director shall be invested by the Finance Director in any lawful investments that the City may make, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts.

The Fiscal Agent may act as principal or agent in the acquisition or disposition of any investment. The Fiscal Agent shall not incur any liability for losses arising from any investments made pursuant to this Section. Any losses arising from any investments made pursuant to this Section shall be offset against interest earnings and profits retained in the same fund.

Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Code), shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund shall be valued by the Authority at their present value (within the meaning of Section 148 of the Code).

For purposes of any Fair Market Value determination hereunder, the Fiscal Agent shall be entitled to conclusively rely on an Officer’s Certificate of the Authority or the City and may also rely upon the pricing service reflected in the periodic cash transactions statements which include detail for all investment transactions made by the Fiscal Agent hereunder and shall be fully protected in relying thereon.

Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Finance Director hereunder, provided that the Fiscal Agent or the Finance Director, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.

The Fiscal Agent or the Finance Director, as applicable, shall sell or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Finance Director shall

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34 be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

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 Fiscal Agent will furnish the Authority periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.

Section 6.02. Rebate of Excess Investment Earnings to the United States. The Authority covenants to calculate and rebate to the federal government, in accordance with the Regulations, excess investment earnings to the extent required by Section 148(f) of the Code.

The Authority shall notify the Fiscal Agent of any amounts determined to be due to the federal government, and the Fiscal Agent shall, upon receipt of an Officer’s Certificate of the Authority, withdraw such amounts from the Reserve Fund pursuant to Section 4.03(D), and pay such amounts to the federal government as directed by the Officer’s Certificate which shall comply with the requirements of the Code and the Regulations. In the event of any shortfall in amounts available to make such payments under Section 4.03(D), the Fiscal Agent shall notify the Finance Director in writing of the amount of the shortfall and the Finance Director shall make such payment from any amounts available in the Special Tax Fund. Any fees or expenses incurred by the Fiscal Agent or the Authority under or pursuant to this Section 6.02 shall be Administrative Expenses. The Fiscal Agent may rely conclusively upon the Authority’s determinations, calculations and certifications required by this Section. The Fiscal Agent shall have no responsibility to independently make any calculation or determination or to review the Authority’s calculations hereunder or compliance with any requirements of the Code or Regulations.

In order to provide for the administration of this Section 6.02, the Authority may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Authority may deem appropriate.

Section 6.03. Limited Obligation. The Authority’s obligations hereunder are limited obligations of the Authority on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund and the Reserve Fund created hereunder.

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35 ARTICLE VII

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

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

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

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

If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within 30 days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.

Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any information,

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36 statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. The Fiscal Agent has no liability regarding the use of the proceeds from the purchase of the Bonds deposited in funds held by the City.

In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement, including all Officer’s Certificates of the City meeting such requirements; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

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

No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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

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

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

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties and given in accordance with the requirements hereof. The Fiscal Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of

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37 any agent or attorney appointed with due care by it hereunder. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.

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

Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent, but only from Special Tax Revenues, from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, and only from Special Tax Revenues as the source of funds, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, claims, expenses or liabilities, including, without limitation, fees and expenses of its attorneys which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement.

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38 ARTICLE VIII

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

This Agreement and the rights and obligations of the Authority and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:
(A) to add to the covenants and agreements of the Authority in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the Authority; (B) to make modifications not adversely affecting any outstanding series of Bonds in any material respect, including to effectuate the issuance of Additional Bonds in accordance with Section 5.17;
(C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the Authority and the Fiscal Agent may deem necessary or desirable, and which shall not adversely affect the rights of the Owners of the Bonds; or
(D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations.

No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent.

Section 8.02. Owners’ Meetings. The Authority may at any time call a meeting of the Owners. In such event the Authority is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting.

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

If consent of the Owners is required under Section 8.01, such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed.

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

Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the Authority, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. Upon request, the Authority shall provide an Officer’s Certificate to the Fiscal Agent listing those Bonds which are disqualified pursuant to this Section 8.04.

Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the Authority and all Owners of Bonds Outstanding

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40 shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

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

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

Section 8.08. Opinion of Counsel Regarding Supplemental Agreement. The Fiscal Agent shall be furnished, upon request, an opinion of counsel that any Supplemental Agreement entered into by the Authority and the Fiscal Agent complies with the provisions of this Article VIII, and the Fiscal Agent may conclusively rely upon such opinion.

8.2 Packet Pg. 370
41 ARTICLE IX

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

Section 9.02. Successor is Deemed Included in All References to Predecessor.

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

Section 9.03. Discharge of Agreement. If the Authority shall pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable;
(B) by depositing with the Fiscal Agent or other fiscal agent or fiduciary, at or before maturity, money which, together with (in the event that all of the Bonds are to be defeased) the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and 4.03, is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent or other fiscal agent or fiduciary, cash and Federal Securities in such amount as the Authority shall determine as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and (in the event that all of the Bonds are to be defeased) moneys then on deposit in the fund and accounts provided for in Sections 4.02 and

4.03, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates;
and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the Authority, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the Authority under this Agreement with respect to such Bonds Outstanding shall cease and terminate, except only the obligations of the Authority (i) under Section 5.13 (Maintenance of Tax-Exemption) and (ii) to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05; and thereafter Special Taxes shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent.

8.2 Packet Pg. 371
42 Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses of the Fiscal Agent, which are not required for said purpose, shall be paid over to the Authority.

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

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

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.

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

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

Section 9.06. Notices to and Demands on Authority and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the Authority may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by electronic means (to a known email address with receipt confirmed by telephone) addressed (until another address is filed by the Authority with the Fiscal Agent) as follows:

West Patterson Financing Authority
1 Plaza
P.O. Box 667
Patterson, California 95363
Attention: Finance Director
Fax: (209) 895-8046
Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Authority to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by electronic means (with receipt confirmed by telephone) addressed (until another address is filed by the Fiscal Agent with the Authority) as follows:

8.2 Packet Pg. 372
43 U.S. Bank Trust Company, National Association
633 W. 5th Street
Los Angeles, CA 90071
Attention: Global Corporate Trust Services
Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The Authority hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two years after the date when the payments of such principal, interest and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the Authority as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the Authority for the payment of the principal of, and interest and any premium on, such Bonds.

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

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

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

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

Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 9.14. U.S.A. Patriot Act. The City and the District acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Fiscal Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Fiscal Agent. The City and the District

8.2 Packet Pg. 373
44 agree that they will provide the Fiscal Agent with such information as it may request in order for the Fiscal Agent to satisfy the requirements of the U.S.A. Patriot Act.

8.2 Packet Pg. 374
[Signature Page to Fiscal Agent Agreement dated as of __________, 2026] IN WITNESS WHEREOF, the West Patterson Financing Authority has authorized the execution of this Agreement by its Executive Director and attested to by its Secretary under the authority of Resolution No. 2026-01, adopted by the Board of Directors of the West Patterson Financing Authority on September 21, 2026, and the Fiscal Agent has caused this Agreement to be executed.

WEST PATTERSON FINANCING AUTHORITY,
for and on behalf of the West Patterson Financing
Authority Community Facilities District No. 2022-2
(Baldwin Ranch Infrastructure)
By:

Executive Director
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Fiscal Agent
By:

Authorized Officer

8.2 Packet Pg. 375
A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
No. __________ $____________

WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 1 (BALDWIN RANCH

INFRASTRUCTURE)

SPECIAL TAX BONDS
SERIES 2026
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
______, 2026
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: DOLLARS
The West Patterson Financing Authority (the “Authority”) for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) (the “District”), for value received, hereby promises to pay solely from the Special Tax Revenues (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing September 1, 2026 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of U.S. Bank Trust Company, National Association in Los Angeles, California (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.

8.2 Packet Pg. 376
A-2
This Bond is one of a duly authorized issue of bonds approved by resolution of the Board of Directors of the Authority on _________, 2026 (the “Resolution”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District, and is one of the bonds designated “West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds, Series 2026” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of __________, 2026, by and between the Authority and the Fiscal Agent (the “Agreement”) and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California.

Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from Special Tax Revenues and the amounts in certain funds held under the Agreement. “Special Tax Revenues” means the proceeds of the facilities special tax (“Special Taxes”) levied under the Mello-Roos Act in the District that are received by the Authority, including all scheduled payments and delinquent payments 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, net of a 1% administration charge of the County (as such charge may be changed in the future), but not including interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.

Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon.

Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the Authority as may be permitted by law. The Bonds do not constitute obligations of the Authority for which the Authority is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above.

The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any date on and after September 1, _______ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, _____ through August 31, _____ 103%
September 1, _____ through August 31, _____ 102
September 1, _____ through August 31, _____ 101

8.2 Packet Pg. 377
A-3
September 1, _____ and thereafter 100
The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
Interest Payment Dates to and including March 1, _____ 103% September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____ and Interest Payment Dates
thereafter
100
The Term Bonds maturing September 1, _____, and September 1, _____ are subject to mandatory sinking payment redemption in part on September 1, _____ and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Maturing on September 1, _____
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
(Maturity)
Term Bonds Maturing on September 1, _____
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
(Maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the Authority in an Officer’s Certificate, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.

Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.

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A-4
This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.

No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

The Agreement and the rights and obligations of the Authority thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the Authority, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., 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.

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A-5
IN WITNESS WHEREOF, the West Patterson Financing Authority has caused this Bond to be executed by the facsimile signatures of the Executive Director and the Secretary of the Authority, all as of the Bond Date stated above.

WEST PATTERSON FINANCING AUTHORITY,
for and on behalf of the WEST PATTERSON

FINANCING AUTHORITY COMMUNITY
FACILITIES DISTRICT NO. 2022-2 (BALDWIN

RANCH INFRASTRUCTURE)
By:

Executive Director
By:

Secretary
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.

Dated: _____________, 2026
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent
By:

Authorized Signatory

8.2 Packet Pg. 380
A-6

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax Identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) , attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.

Dated:

Signature Guaranteed:

NOTE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or
a commercial bank or trust company.

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

8.2 Packet Pg. 381
B-1

EXHIBIT B

WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2022-2 (BALDWIN RANCH INFRASTRUCTURE)

SPECIAL TAX BONDS
SERIES 2026
OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT

FROM IMPROVEMENT FUND
REQUISITION NO. _____
The undersigned hereby states and certifies that:
(i) I am an “Authorized Officer,” as such term is defined in that certain Fiscal Agent Agreement, dated as of __________, 2026 (the “Fiscal Agent Agreement”), by and between the Authority and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”) and as such, am familiar with the facts herein certified and am authorized to certify the same;
(ii) under Section 3.04(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Improvement Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such payee, for payment or reimbursement of previous payment of a Project cost (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A;
(iii) an obligation in the stated amount has been properly incurred and each such obligation is a proper charge against the Improvement Fund and has not been subject of any previous requisition of the Authority requesting disbursement; (iv) there has not been filed with or served upon the Authority a stop notice or any other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money payable to the person named in this Officer’s Certificate, which has not been released or will not be released with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of laws; and

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B-2
(v) in the case of each payment made under any contract for installation or construction, insofar as such obligation was incurred for work, materials, equipment or supplies, such work was actually performed or such materials, equipment or supplies were actually installed in furtherance of the Project or delivered at the site for that purpose or delivered for storage or fabrication at a place or places approved by the Authority.

Dated: __________, 20__

WEST PATTERSON FINANCING AUTHORITY
By: ______________________________________
Authorized Officer

8.2 Packet Pg. 383
B-3

SCHEDULE A
Payee Name and Address Purpose of Obligation Amount

8.2 Packet Pg. 384
Jones Hall Draft 4.16.26
PRELIMINARY OFFICIAL STATEMENT DATED ____________, 2026

NEW ISSUE-FULL BOOK ENTRY NOT RATED
In the opinion of Jones Hall LLP, San Mateo, California, Bond Counsel, subject, however, to certain qualifications described in this Official Statement, 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 State of California personal income tax. See “TAX MATTERS.”
$________*

WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2022-2 (BALDWIN RANCH INFRASTRUCTURE)

SPECIAL TAX BONDS
SERIES 2026
Dated: Date of Delivery Due: September 1, as shown on inside cover The bonds captioned above (the “Bonds”) are being issued by the West Patterson Financing Authority (the “Authority”) by and through its Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) (the “District”). The Bonds are special tax obligations of the Authority, authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”), and are issued pursuant to a Fiscal Agent Agreement dated as of ________, 2026 (the “Fiscal Agent Agreement”) by and between the Authority and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”). The Bonds are being issued to (i) construct and/or acquire certain public facilities authorized to be financed by the District, (ii) provide for the establishment of a reserve account, and (iii) pay the costs of issuing the Bonds. Interest on the Bonds is payable semiannually on March 1 and September 1 of each year, commencing September 1, 2026.

The Bonds are being 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 ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the bookentry system maintained by DTC. See “APPENDIX F – DTC AND THE BOOK-ENTRY SYSTEM.” The Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (as defined herein) to be levied by the Authority on real property within the boundaries of the District, from the proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. The Bonds are also secured by amounts in a reserve fund established for the Bonds.

See “SECURITY FOR THE BONDS.”
Property in the District currently subject to the Special Tax securing the Bonds is comprised of 432 residential parcels in the City of Patterson, in Stanislaus County, California. As of March 15, 2026, 381 are completed homes sold to individual homeowners and 51 lots are improved with completed homes or homes under development by merchant builders Lennar Homes or D.R. Horton (described herein). See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” The Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE BONDS – Redemption.”

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE CITY OF PATTERSON, THE

COUNTY OF STANISLAUS, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS DO NOT CONSTITUTE A DEBT OF THE AUTHORITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY.

This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the Bonds.

Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “SPECIAL RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the Bonds.

The Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall LLP, San Mateo, California, Bond Counsel. Certain legal matters will also be passed on for the Authority by Jones Hall, as Disclosure Counsel and by White Brenner LLP as counsel to the Authority. Certain legal matters will also be passed on for the Underwriter by _______, _____, California, as counsel to the Underwriter. It is anticipated that the Bonds will be available for delivery through the facilities of DTC on or about __________, 2026*.
[Hilltop Securities logo]
The date of this Official Statement is _______, 2026.
_______________________________
* Preliminary, subject to change.

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

8.2 Packet Pg. 385

MATURITY SCHEDULE

SERIAL BONDS
Maturity Date
(September 1)
Principal
Amount
Interest
Rate
Price or
Yield
CUSIP†
(____)
$ % %
$___________ _______% Term Bond Due September 1, ____ Price: _______% CUSIP†: _______ $___________ _______% Term Bond Due September 1, ____ Price: _______% CUSIP†: _______ ___________________
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2026 CUSIP Global Services.

All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriter or their agents or counsel take any responsibility for the accuracy of such numbers.

8.2 Packet Pg. 386

WEST PATTERSON FINANCING AUTHORITY /

CITY OF PATTERSON
(STANISLAUS COUNTY, CALIFORNIA)
Board of Directors / City Council
Michael Clauzel, Chair / Mayor (At Large)
Gabriela Hernandez, Board member / Council member (District A) Jessica Romero, Board member / Council member (District B) Kendra Mora, Board member / Council member (District C) Carlos Roque, Board member / Council member (District D) Authority / City Staff
Fernando Ulloa, Executive Director / City Manager
Mike Willett, Assistant City Manager
Kevin Williams, Treasurer / Finance Director
Aracely Alegre, Secretary / City Clerk
____________________________

SPECIAL SERVICES
Bond Counsel
Jones Hall LLP
San Mateo, California
Fiscal Agent
U.S. Bank Trust Company, National Association
Los Angeles, California
Municipal Advisor
Del Rio Advisors, LLC
Modesto, California
Appraiser
Integra Realty Resources
Sacramento, California
Special Tax Consultant
Goodwin Consulting Group, Inc.

Sacramento, California
Disclosure Counsel
Jones Hall LLP
San Mateo, California

8.2 Packet Pg. 387

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Deemed Final. The Preliminary Official Statement has been deemed final as of its date by the Authority, in accordance with SEC Rule 15c2-12.

No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized by the Authority or the Underwriter to give any information or to make any representations with respect to the Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized by the Authority or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the Authority or property in the District since the date of this Official Statement.

Use of this 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 a contract with the purchasers of the Bonds.

Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness.

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

Document References and Summaries. All references to and summaries of the Fiscal Agent Agreement or other documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.

Stabilization of and Changes to Offering Prices. The Underwriter may overallot or take other steps that stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. If commenced, the Underwriter may discontinue such market stabilization at any time. The Underwriter may offer and sell the Bonds to certain dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the cover page of this Official Statement, and those public offering prices may be changed from time to time by the Underwriter.

Bonds are Exempt from Securities Laws Registration. The issuance and sale of the Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under Section 3(a)(2) of the Securities Act of 1933 and Section 3(a)(12) of the Securities Exchange Act of 1934.

Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by 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 City since the date hereof.

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-iTABLE OF CONTENTS
Page Page
INTRODUCTION............................................... 1 THE BONDS ..................................................... 5 Authority for Issuance.................................... 5 Description of the Bonds ............................... 5 Redemption ................................................... 6 Transfer or Exchange of Bonds..................... 8
SOURCES AND USES OF FUNDS.................. 9
SECURITY FOR THE BONDS........................ 10
Limited Obligation........................................ 10 Pledge of Special Tax Revenues and Other
Amounts .................................................. 10 Special Taxes.............................................. 11 Special Tax Methodology ............................ 12 Levy of Annual Special Tax; Maximum
Special Tax.............................................. 14 Special Tax Fund......................................... 14 Delinquent Payments of Special Tax;
Covenant for Superior Court Foreclosure 15
Reserve Fund.............................................. 17 Bond Fund................................................... 18 Improvement Fund ...................................... 19 Future Parity BondsError! Bookmark not defined.

Discharge of Fiscal Agent Agreement......... 21
Amendment of Fiscal Agent Agreement...... 22
DEBT SERVICE SCHEDULE ......................... 23
THE AUTHORITY ........................................... 24 THE DISTRICT................................................ 24 Location and Description of the District and
Vicinity ..................................................... 24 Development in the District.......................... 25 THE IMPROVEMENTS................................... 26
Eligible Facilities.......................................... 26 Anticipated Use of Bond ProceedsError! Bookmark not defined.

OWNERSHIP OF PROPERTY WITHIN THE
DISTRICT.................................................... 26 Individual Homeowners ............................... 26 Lennar Homes............................................. 27 D.R. Horton.................................................. 28

SPECIAL TAX REVENUE AND VALUE OF
PROPERTY WITHIN THE DISTRICT ......... 28
Assessed Valuation .....................................29 The Appraisal...............................................30 Value to Special Tax Burden Ratios ............32
Estimated Maximum Special Tax Proceeds
and Debt Service Coverage.......................3
Overlapping Liens and Priority of Lien ...........4
Estimated Tax Burden on Single-Family
Home .........................................................6 Special Tax Collections and Delinquencies ...7
SPECIAL RISK FACTORS ................................8
Limited Obligation of the Authority to Pay
Debt Service ..............................................8 Concentration of Ownership ..........................8
Appraised Values...........................................8 Property Values and Property Development..9
Levy and Collection of Special Taxes ..........12
FDIC/Federal Government Interests in
Properties.................................................51 Bankruptcy and Foreclosure Delays ............14
Parity Taxes and Special Assessments;
Private Debt .............................................14 Tax Delinquencies .......................................15 No Acceleration Provisions ..........................16 Ballot Initiatives ............................................16 Voter Initiatives ............................................16 Case Law Related to the Mello-Roos Act
Voting.......................................................17 Pandemic Diseases .....................................18 Cyber Security .............................................18

CONSTITUTIONAL LIMITATIONS ON
TAXATION AND APPROPRIATIONS .........20
CONTINUING DISCLOSURE..........................21
UNDERWRITING.............................................21 MUNICIPAL ADVISOR ....................................21 LEGAL OPINION .............................................22 TAX MATTERS................................................22 NO RATINGS...................................................23 NO LITIGATION...............................................23 EXECUTION....................................................23 APPENDIX A – The City of Patterson and Stanislaus County Demographic Information APPENDIX B – Rate and Method of Apportionment of Special Tax APPENDIX C – The Appraisal
APPENDIX D – Form of Continuing Disclosure Agreement
APPENDIX E – Form of Opinion of Bond Counsel
APPENDIX F – DTC and the Book-Entry System

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OFFICIAL STATEMENT
$_________*

WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2022-2
(BALDWIN RANCH INFRASTRUCTURE)

SPECIAL TAX BONDS
SERIES 2026
This Official Statement, including the cover page and all appendices hereto, is provided to furnish certain information in connection with the issuance by the West Patterson Financing Authority (the “Authority”) by and through its Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) (the “District”) of the bonds captioned above (the “Bonds”).

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 Fiscal Agent Agreement.

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 attached appendices, and the documents summarized or described in this Official Statement. 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.

Authority for Issuance. The Bonds are issued pursuant to the provisions of the MelloRoos Community Facilities Act of 1982, as amended (Sections 53311, et seq., of the Government Code of the State of California) (the “Act”) and pursuant to a Fiscal Agent Agreement dated as of ________ 1, 2026 (the “Fiscal Agent Agreement”) between the Authority and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”) and a resolution adopted by the Board of Directors of the Authority (the “Board”) on ________, 2026 (the “Resolution of Issuance”), which authorized the issuance of the Bonds payable from Special Taxes (as defined herein) levied on property within the District according to a methodology approved by the Authority.
* Preliminary, subject to change.

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The Authority. The Authority is a joint exercise of powers authority organized and existing under and pursuant to the provisions of the California Government Code. The Authority was formed on June 5, 2001, and is a separate legal entity from the City and the District, constituting a public instrumentality of the State located in the County. The Authority is governed by a five-member Board. The members of the City Council of the City constitute the members of the Board. See “THE AUTHORITY.”
The City. The City of Patterson (the “City”), in Stanislaus County (the “County”), California (the “State”) lies in the Central Valley of the State, approximately 90 miles southeast of San Francisco and 90 miles south of Sacramento. The City is located on State Route 33, adjacent to U.S. Interstate 5 and approximately 18 miles southwest of Modesto. For additional demographic information on the City and County, see “APPENDIX A – The City of Patterson and Stanislaus County Demographic Information.”
The District. Land in the District comprises a neighborhood locally known as “Baldwin Ranch” along Sperry Avenue in the City (also referred to as State Route 130), which is the main roadway traversing the City. The District includes 380 completed homes owned by individuals and additional homes for sale and under development by merchant builders Lennar Homes of California LLC (“Lennar Homes”), D.R. Horton Bay, LLC (“D.R. Horton”). The Special Tax is authorized to be levied only on parcels which have been issued a building permit. As of the March 15, 2026 (the date of value in the Appraisal described herein) 432 homes are subject to the Special Tax, being the 380 parcels with completed homes sold to individual homeowners and 52 homes completed or under construction. The remaining 19 parcels in the District are undeveloped and not currently subject to the Special Tax. See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.”
Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the Bonds is payable on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing September 1, 2026. The Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof.

Registration of Ownership of Bonds. The Bonds will be issued only as fully registered bonds in book-entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the Bonds. Payments of the principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein.

Use of Proceeds. Proceeds of the Bonds will primarily be used to finance a portion of the costs of acquiring and constructing certain public infrastructure improvements (the “Improvements”), as further described herein. The Improvements consist of City facilities, roadways and other infrastructure improvements necessary for development of property within the District. Construction of the backbone infrastructure and in-tract work for home development is complete. Additional Improvements will be completed as additional development occurs and may be financed by additional bonds to be issued in the future. See "THE IMPROVEMENTS."

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Proceeds of the Bonds will also be used to establish a reserve fund (described below) available for payment on the Bonds, and to pay cost of the issuance of the Bonds.

Source of Payment of the Bonds. The Bonds (consisting of the Bonds are payable from and secured by the “Special Tax Revenues,” which is defined as the amount derived from the proceeds of special taxes (“Special Taxes”) received by the Authority, including all scheduled payments and delinquent payments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, net of administration charges of the County. The Bonds are also payable from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a reserve fund, all as more fully described herein. The Special Tax applicable to each taxable parcel in the District will be levied and collected according to the tax liability determined by the Board through the application of a rate and method of apportionment of Special Tax for the District (the “Rate and Method”), which has been approved by the Board acting as the legislative body of the District. The Special Taxes represent liens on the parcels of land subject to a Special Tax and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent property. The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels. See “SECURITY FOR THE BONDS – Special Tax Methodology” and “APPENDIX B – Rate and Method of Apportionment of Special Tax.” Reserve Fund. Under the Fiscal Agent Agreement, the Fiscal Agent has established a Reserve Fund (the “Reserve Fund”) in the amount of the Reserve Requirement (defined herein) for the Bonds, which amount is available to be transferred to the Bond Fund in the event of delinquencies in the payment of the Special Taxes, to the extent of such delinquencies. The 2026 Reserve Account is required to be maintained at the Reserve Requirement for the Bonds from moneys available under the Fiscal Agent Agreement in order to further secure the payment of principal of and interest on the Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Reserve Fund.” If there are additional delinquencies after depletion of funds in the Reserve Fund, the Authority is not obligated to pay the Bonds or supplement the Reserve Fund.

Estimated Value of Property in the District. Taxable property in the District is security for the Special Tax. Because the land in the District is under development and includes homes owned by homeowners and on the County tax roll as completed homes, as well as completed homes not on the tax roll and homes under construction, the City determined an estimated value of property in the District by using both the County assessed valuation for the completed homes on the tax roll and additionally ordered an appraisal for an estimation of the value of the remainder of the taxable parcels in the District by Integra Realty Resources, Sacramento, California (the “Appraiser”) with a date of value as of March 15, 2026 (the “Appraisal”).

The aggregate value estimate for the appraised properties as of the date of value, using the methodologies described in the Appraisal and subject to the limiting conditions and special assumptions set forth in the Appraisal, and based on the ownership of the property as of that date, is not less than $126,564,000. When combined with the County assessed valuation of $77,900,326 for completed home parcels in the District which were not appraised, the total estimated value of parcels in the District per the Appraisal is $204,464,323. This estimate of value is approximately ____* times the $________* aggregate principal amount of the Bonds; _____________
* Preliminary; subject to change.

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there is no overlapping land-secured debt. See “SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT.” Also see “APPENDIX C – The Appraisal.” Additional Bonds. The maximum authorized indebtedness for the District is $17,500,000. The Bonds are the first series of bonds being issued by the District; additional bonds are expected to be issued in the future for additional public infrastructure. So long as the Bonds are outstanding, any future bonds issued for the District and secured on parity with the Bonds (herein, "Additional Bonds") are required to meet certain conditions of issuance as set forth in the Fiscal Agent Agreement and no bonds having a lien senior to the lien of the Bonds are allowed. See "SECURITY FOR THE BONDS – Future Parity Bonds." Redemption of Bonds Before Maturity. The Bonds are subject to optional redemption, mandatory sinking fund redemption and special mandatory redemption from prepaid Special Taxes. See “THE BONDS – Redemption.”
Risks of Investment. See the section of this Official Statement entitled “SPECIAL 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.

Limited Obligation of the Authority. The Authority is not liable (except as specifically set forth in the Fiscal Agent Agreement) and the full faith and credit of the Authority is not pledged for the payment of the interest on, or principal of 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 property of the Authority or any of its income or receipts, except the money in certain funds established under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the Bonds is a general debt, liability or obligation of the Authority. The Bonds do not constitute an indebtedness of the Authority within the meaning of any constitutional or statutory debt limitation or restrictions and neither the Board, the Authority nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds other than from the proceeds of the Special Taxes and the money in certain funds established under the Fiscal Agent Agreement, as provided in the Fiscal Agent Agreement.

Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the Bonds and certain other documents are included herein. 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, copies of which are available for inspection at the office of the Authority. 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. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. 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, 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 or the District since the date hereof.

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.

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THE BONDS
Authority for Issuance
The Bonds are issued by the Authority pursuant to the Fiscal Agent Agreement, the Resolution of Issuance, and the Act.

On November 15, 2022, the Board adopted Resolution No. 2022-03 (the “Resolution of Formation”), which formed the District. The District was established and authorized to incur bonded indebtedness in an aggregate principal amount not to exceed $17,500,000 at a special election in the District held on the same day. Under the provisions of the Act, since there were fewer than 12 registered voters residing within the District at a point during the 90-day period preceding the adoption of the Resolution of Formation, the qualified electors entitled to vote in the special election consisted of the various owners of all the taxable land in the District, who cast one vote for each gross acre or portion of an acre of land owned within the District. The landowners voted to incur the indebtedness and to approve the annual levy of Special Taxes to be collected within the District, for the purpose of paying for the Improvements, including repaying any indebtedness of the District and paying the administrative expenses of the District.

Description of the Bonds
Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the cover page hereof.

The Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.

Interest on the Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing September 1, 2026. The principal of the Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in Los Angeles, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the Bonds; provided that so long as any Bonds are in book-entry form, payments with respect to such Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC.

Book-Entry Only System. The Bonds are being 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 ultimate purchasers under the book-entry system maintained by DTC.

Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX F – DTC and the Book-Entry System” below.

Calculation and Payment of Interest. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof

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at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of Bonds; provided that so long as any Bonds are in book-entry form, payments with respect to such Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See “APPENDIX F – DTC and the Book-Entry System” below.

Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein.

See “APPENDIX F – DTC and the Book-Entry System” below.

Redemption*
Optional Redemption. The Bonds are subject to optional redemption from any source of available funds prior to maturity, in whole, or in part among maturities as specified by the Authority and by lot within a maturity, on any date on or after September 1, ______, at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, _____ through August 31, _____ 103%
September 1, _____ through August 31, _____ 102
September 1, _____ through August 31, _____ 101
September 1, _____ and thereafter 100
Mandatory Redemption From Prepayments. The Bonds are subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
____________
* Preliminary; subject to change.

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Redemption Dates
Redemption
Price
September 1, _____ through March 1, _____ 103%
September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____ and Interest Payment Dates thereafter 100 Mandatory Sinking Fund Redemption. The Bonds maturing September 1, ______ and ______ (the “Term Bonds”) are subject to mandatory sinking payment redemption in part on September 1, ______ and September 1, _______, respectively, and on each _____1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds of _________
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
$
Term Bonds of _________
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
$
The amounts in the foregoing tables will be reduced pro rata, in order to maintain a substantially similar debt service profile, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.

Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure

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to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such Bonds.

Such notice will state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, will designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or will state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, will state as to any Bond called in part the principal amount thereof to be redeemed, and will require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such Bonds will not accrue from and after the redemption date.

Whenever provision is made in the Fiscal Agent Agreement for the optional redemption of less than all of the Bonds of any maturity, the Fiscal Agent as directed by the Authority will select the Bonds to be redeemed, from all Bonds or such given portion thereof of such maturity by lot in any manner which the Authority in its sole discretion deems appropriate. Upon surrender of Bonds redeemed in part only, the Authority will execute and the Fiscal Agent will authenticate and deliver to the registered Owner, at the expense of the Authority, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.

Rescission of Notice of Redemption. The Authority has the right to rescind any notice of the optional redemption of Bonds under the Fiscal Agent Agreement by written notice to the Fiscal Agent on or prior to two Business Days prior the date fixed for redemption. Any notice of redemption will be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption.

Neither the Authority nor the Fiscal Agent will have any liability to the Owners or any other party related to or arising from such rescission of redemption.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption are deposited in the Bond Fund, such Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Transfer or Exchange of Bonds
So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of Bonds will be made in accordance with DTC procedures. See “APPENDIX F – DTC and the Book-Entry System.” Any Bond may, in accordance with its terms, be transferred or exchanged 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 duly written instrument of transfer in a form approved by the Fiscal Agent.

Whenever any Bond or Bonds are surrendered for transfer or exchange, the Authority will execute and the Fiscal Agent will authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity.

The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the Authority. The Fiscal Agent will collect

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from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange.

No transfers or exchanges of Bonds will be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

SOURCES AND USES OF FUNDS
A summary of the estimated sources and uses of funds associated with the sale of the Bonds follows:

Sources of Funds:

Principal Amount of Bonds $
Less/Plus [Net] Original Issue Discount/Premium
Total $
Uses of Funds:

Deposit to Improvement Fund $
Deposit to Reserve Fund(1)
Costs of Issuance(2)
Total $
(1) Equals the Reserve Requirement for the Bonds.
(2) Includes fees of bond and disclosure counsel, initial fees, expenses and charges of the Fiscal Agent, costs of printing the Official Statement, administrative fees of the Authority, special tax consultant fees, appraiser fees, Underwriter’s discount, fees of the municipal advisor, and other costs of issuance.

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SECURITY FOR THE BONDS
The Bonds are limited obligations and not general obligations of the Authority, payable solely from the Special Taxes and the funds pledged therefor under the Fiscal Agent Agreement. Neither the faith and credit of the Authority nor of the City, the State or any political subdivision thereof is pledged to the payment of the Bonds.

Although the Special Tax as described herein is levied against taxable parcels within the District, it does not constitute a personal indebtedness of the owners of property within the District. There is no assurance that the property owners will be financially able to pay the annual Special Tax or that they will pay such tax even if financially able to do so. See “SPECIAL RISK FACTORS.”

THE AUTHORITY HAS NO OBLIGATION TO REPLENISH THE RESERVE FUND AS

DESCRIBED HEREIN EXCEPT FROM SPECIAL TAXES, INCLUDING DELINQUENT SPECIAL TAXES THAT ARE PAID OR COLLECTED FROM FORECLOSURE SALES.

Limited Obligation
The Bonds are special, limited obligations of the Authority, payable and secured by the Special Tax and certain amounts held in funds under the Fiscal Agent Agreement. The Bonds do not constitute a charge against the general credit of the Authority, and under no circumstances is the Authority obligated to pay principal of or redemption premiums, if any, or interest on the Bonds except from the Special Taxes and other moneys pledged thereto under the Fiscal Agent Agreement. Neither the City, the State nor any public agency (other than the Authority) is obligated to pay the principal of or redemption premiums, if any, or interest on the Bonds, and neither the faith and credit nor the taxing power of the Authority, the City, the State or any public agency thereof is pledged to the payment of the principal of or redemption premiums, if any, or interest on the Bonds. The payment of the principal of or redemption premiums, if any, or interest on the Bonds does not constitute a debt, liability or obligation of the Authority, the City, the State or any public agency (other than the Authority, to the limited extent set forth in the Fiscal Agent Agreement).

Pledge of Special Tax Revenues and Other Amounts
All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided in the Fiscal Agent Agreement, in the Improvement Fund and the Special Tax Fund are pledged to secure the repayment of the Bonds. Such pledge shall constitute a first lien on the Special Tax Revenues and said amounts. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated in their entirety to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with the Fiscal Agent Agreement.

The facilities acquired with the proceeds of the Bonds are not in any way pledged to pay the debt service on the Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to pay the debt service on the Bonds and are free and clear of any lien or obligation imposed hereunder.

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Special Taxes
The Bonds are payable from and secured by proceeds of the Special Taxes received by the Authority, including all scheduled payments and delinquent payments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, less an amount equal to the Administrative Expense Priority, and net of administration charges of the County (the “Special Tax Revenues”). “Administrative Expense Priority” is the amount $25,000 for Fiscal Year 2026-27, and for each subsequent year, an amount equal to the preceding fiscal year’s Administrative Expense Priority plus an additional 2% of such amount.

The Special Tax applicable to each taxable parcel in the District is levied and collected according to the tax amount determined by the Board of the Authority, acting as the legislative body of the District, through the application of the Rate and Method prepared by Goodwin Consulting Group, Inc., Sacramento, California (the “Special Tax Consultant”) and set forth in APPENDIX B hereto for all taxable properties in the District. Prior to remittance of the Special Tax collections to the Authority, the County deducts and retains a County administration fee.

Interest and principal on the Bonds is payable from the annual Special Tax Revenues to be paid to the Authority from Special Tax levies and collections on taxable property within the District, from amounts held in the funds and accounts established under the Fiscal Agent Agreement and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes.

The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a twothirds vote of the qualified electors. The levy of the Special Taxes was authorized by the Authority pursuant to the Act in an amount determined according to the Rate and Method approved by the Authority. See “–Special Tax Methodology” below and “APPENDIX B – Rate and Method of Apportionment of Special Tax.”
All of the Special Tax Revenues and all moneys deposited in the Bond Fund, the Reserve Fund and, until disbursed as provided in the Fiscal Agent Agreement, in the Improvement Fund and the Special Tax Fund are pledged to secure the repayment of the Bonds. Such pledge will constitute a first lien on the Special Tax Revenues and said amounts.

The Special Tax Revenues and all moneys deposited into the such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement.

The amount of Special Taxes that the District may levy in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within the District which are set forth as the annual “Maximum Special Tax” in the Rate and Method. Under the Rate and Method, Special Taxes for the purpose of making payments on the Bonds will be levied annually in an amount not in excess of the Maximum Special Tax. The Special Taxes and any interest earned on the Special Taxes constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest on the Bonds remains unpaid, the Special Taxes and investment earnings thereon will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the

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Owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The Rate and Method apportions the Special Tax Requirement (as defined below) among the Developed Property within the District according to the rate and methodology set forth in the Rate and Method. See “– Special Tax Methodology,” below.

The Authority will levy the Special Taxes in an amount at least sufficient to pay the Special Tax Requirement (as defined below). Because each Special Tax levy is limited to the Maximum Special Tax rates authorized as set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, an amount equal to the Special Tax Requirement will in fact be collected in any given year. See “SPECIAL RISK FACTORS – Tax Delinquencies.”
Amounts in the Costs of Issuance Fund are not pledged to the repayment of the Bonds.

The facilities acquired with the proceeds of the Bonds are not in any way pledged to pay the debt service on the Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to pay the debt service on the Bonds and are free and clear of any lien or obligation imposed under the Fiscal Agent Agreement.

Special Tax Methodology
The Special Tax authorized under the Act applicable to land within the District will be levied and collected according to the tax liability determined by the Authority through the application of the appropriate amount or rate as described in the Rate and Method. Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Rate and Method. See “APPENDIX B – Rate and Method of Apportionment of Special Tax” for a copy of the Rate and Method, as supplemented.

The Special Tax can only be levied on “Developed Property,” which is defined in the Rate and Method as parcels in the District for which a building permit for new construction was issued by the City prior to June 1 of the preceding Fiscal Year. Currently 432 parcels are Developed Property and subject to the Special Tax. The District also includes undeveloped property not currently subject to the Special Tax.

Determination of Special Tax Requirement. Each year, the Authority will determine the Special Tax Requirement of the District for the upcoming Fiscal Year. The “Special Tax Requirement” includes the following items: (i) debt service on bonds issued for the District; (ii) administrative expenses and County fees; (iii) any amounts needed to replenish bond reserve funds and to pay for Bond delinquencies in the previous Fiscal Year; and (iv) pay-as-you-go expenditures for authorized improvements.

The Special Tax Requirement is the basis for the amount of Special Tax to be levied within the District. In no event may the Authority levy a Special Tax in any year above the Maximum Special Tax identified for each parcel set forth in the Rate and Method.

Maximum Special Tax Rates. The base year Maximum Special Tax rates were set for Fiscal Year 2022-23. Beginning July 1, 2023 and each July 1 thereafter, all of the Maximum Special Taxes increases by 2% of the amount in effect for the prior Fiscal Year.

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The Maximum Special Tax applicable to all parcels of Residential Property, Other Property and Non-Residential Property is established in the Rate and Method for Fiscal Year 2025-26 as follows:

West Patterson Financing Authority
Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Maximum Special Tax for Fiscal Year 2025-26
Land Use
Class
Maximum Special Tax
Fiscal Year 2025-26 (1)
Single Family Property $1,883.44 per Unit
Other Property $2,706.08 per Net Acre
Non-Residential Property $2,706.08 per Net Acre
(1) All Maximum Special Tax rates increase by 2% per year.

Source: Goodwin Consulting Group, Inc.

Limitation on Increases in Special Tax Levy. If owners are delinquent in the payment of Special Taxes, the Authority may not increase Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum 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 limitations may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.”
Manner of Collection. The Special Taxes are collected for the Authority by the County in the same manner and at the same time as ad valorem property taxes. However, the Authority may directly bill the Special Tax, may collection Special Taxes at a different time or in a different manner, and may collection delinquent Special Taxes through foreclosure or other available methods.

Prepayment of the Special Tax. The Special Tax obligation applicable to an Assessor’s Parcel in the District may be prepaid and the obligation of the Assessor’s Parcel to pay the Special Tax permanently satisfied, in full or in part, under the conditions described in the Rate and Method, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment. The Prepayment Amount is generally calculated based on the Bond Redemption Amount plus the Remaining Facilities Amount, Redemption Premium, Defeasance Requirement and other fees and expenses, all as specified in APPENDIX B.

Termination of the Special Tax. The Special Tax will be levied and collected until principal and interest on Bonds have been repaid and authorized facilities to be constructed directly from Special Tax proceeds have been completed, however in no event shall Special Taxes be levied after Fiscal Year 2072-73.

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Levy of Annual Special Tax; Maximum Special Tax
The annual Special Tax will be calculated by the Authority and levied to provide money for debt service on the Bonds, replenishment of the Reserve Fund, certain delinquencies, administration of the District, and for payment of pay-as-you-go expenditures (to the extent permitted by the Authority) of the authorized District-funded facilities not funded from Bond proceeds. In no event may the Authority levy a Special Tax in any year above the Maximum Special Tax identified for each parcel as set forth in the Rate and Method.

Each Fiscal Year prior to the sale of Bonds, the Maximum Special Tax is levied on all Parcels of Developed Property within the District. Each Fiscal Year the Administrator will determine the Special Tax Requirement, and the Special Tax will be levied Proportionately on each Parcel of Developed Property up to 100% of the Maximum Special Tax assigned to each Parcel of Developed Property until the amount levied is equal to the Special Tax Requirement.

See “APPENDIX B – Rate and Method of Apportionment of Special Tax.” The Rate and Method provides that the Maximum Special Tax may be increased by 2% in each Fiscal Year. See “– Special Tax Methodology – Maximum Special Tax Rates” above.

The Authority has covenanted in the Fiscal Agent Agreement to apply the 2% increase in each Fiscal Year.

The Authority has also covenanted in the Fiscal Agent Agreement to fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the amounts within the Reserve Fund and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Rate and Method. The Special Tax is authorized to be levied in an amount not to exceed the Maximum Special Tax levy as described in the Rate and Method notwithstanding that a lower amount is sufficient to pay debt service on the Bonds. See “APPENDIX B – Rate and Method of Apportionment of Special Tax” for a copy of the Rate and Method.

The Rate and Method provides a mechanism whereby the Authority may utilize the payas-you-go component to pay for a portion of the cost of Improvements not funded by proceeds of the bonds issued for the District. In the event the pay-as-you-go component is utilized, proceeds of the annual Special Tax levy will first be used to pay the Special Tax Requirement (which include debt service payments on the Bonds) other than pay-as-you-go expenditures.

See “THE IMPROVEMENTS” and “SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT.”
Special Tax Fund
When received, the Special Tax Revenues are required under the Fiscal Agent Agreement to be deposited into a Special Tax Fund to be held by the Treasurer in trust for the benefit of the Authority and the Owners of the Bonds. Within the Special Tax Fund, the Authority will establish and maintain a Prepayment Account and a Surplus Account, to the credit of which the Authority will respectively deposit prepayments of Special Taxes and surplus Special Tax Revenue, if any, as described below. Moneys in the Special Tax Fund will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds.

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As soon as practicable after the receipt by the Authority of any Special Tax Revenues, other than from prepayments of Special Taxes, or the transfer of amounts to the Special Tax Fund pursuant to the terms of the Fiscal Agent Agreement, but no later than ten Business Days after such receipt or transfer, the Treasurer shall withdraw from the Special Tax Fund and transfer to the Fiscal Agent:
(i) for deposit in 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 due on the Bonds during the thencurrent Bond Year; and (ii) for deposit in the Reserve Fund, an amount, taking into account amounts then on deposit in the Reserve Fund, so that the amount in the Reserve Fund equals the Reserve Requirement.

At such time as deposits to the Special Tax Fund other than from prepayment of Special Taxes equal the principal, premium if any, and interest becoming due on the Bonds for the current Bond Year and the amount needed to restore the Reserve Fund balance to the Reserve Requirement, the amount in the Special Tax Fund in excess of such amount shall be transferred by the Authority, on or after September 2nd of each year, to the Surplus Account and such moneys transferred shall be free of the pledge for payment of the Bonds.

Prepayment Account. As soon as practicable after the receipt by the Authority of any Special Tax Revenues derived from prepayments of the Special Tax, the Authority shall, from the money in the Special Tax Fund constituting such prepayments, deposit in the Prepayment Account the amount of money constituting such prepayments, and all money in the Prepayment Account shall be used and withdrawn by the Authority for deposit in the Bond Fund to implement a mandatory redemption of Bonds.

Surplus Account. From time to time, the Authority may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay Administrative Expenses in excess of the Administrative Expense Priority, costs of the acquisition and construction of Facilities, or any other District costs authorized under the Act. Moneys in the Surplus Account may, at the Authority’s discretion, also be used to pay the principal of, premium, if any, and interest on the Bonds or to replenish the Reserve Fund to the amount of the Reserve Requirement.

Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the Authority’s option, the Special Taxes may be billed directly to property owners or collected at a different time to meet the Authority’s financial obligations. In the event of a delinquency in the payment of any installment of Special Taxes, the Authority is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor.

The Authority has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if the Authority determines on the basis of such review that the amount so collected is deficient by more than 5% of the

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total amount of the Special Tax levied in such Fiscal Year, it will within 30 days thereafter institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the Special Tax against each separate lot or parcel of land in the District for which such installment of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; provided, that if the Authority determines on the basis of such review that the amount so collected is (i) deficient by less than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, but that property owned by any single property owner in the District is delinquent by more than $5,000 with respect to the Special Tax due and payable by such property owner in such Fiscal Year, or (ii) as to any property owned by any single property owner in the District, delinquent cumulatively by more than $3,000 with respect to the current and past Special Tax due (irrespective of the total delinquencies in the District), then the Authority will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided in the Fiscal Agent Agreement against each such property owner.

Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In such action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price, which will be sufficient to pay or reimburse the delinquent special taxes.

The owners of the Bonds benefit from the Reserve Fund established pursuant to the Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to the Bonds are significant enough to completely deplete the amounts in the reserve accounts in the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the Authority of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the Maximum Special Tax rates set forth in the Rate and Method, the Authority may adjust (but not to exceed the Maximum Special Tax and subject to the limitation described under the caption “–Special Tax Methodology – Limitation on Increases in Special Tax Levy” above) the Special Taxes levied on all property within the District subject to the Special Tax to provide an amount required to pay debt service on the Bonds and to replenish the reserve accounts in the Reserve Fund.

Under current law, a judgment debtor (property owner) has at least 120 days from the date of service of the notice of levy in which to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (California Code of Civil Procedure Section 701.680).

Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments. See “SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT – Overlapping Liens and Priority of Lien.”

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No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the District to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale.

Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus postjudgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the District, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale.

Reserve Fund
A Reserve Fund (the “Reserve Fund”) and 2026 Bonds Reserve Account held by the Fiscal Agent is established under the Fiscal Agent Agreement to further secure the Bonds by depositing certain proceeds of the Bonds in the amount of the “Reserve Requirement” for the Bonds, which is the lesser of 10% of the original principal amount of the Bonds, 100% of maximum annual debt service on the Bonds, or 125% of average annual debt service on the Bonds. A separate reserve account shall be established for Additional Bonds if and when issued, and the City will at that time determine if the Reserve Fund secures the Bonds and Additional Bonds on a parity basis.

The Authority is required to maintain an amount of money or other security equal to the Reserve Requirement for the Bonds in the Reserve Fund at all times that the Bonds are outstanding. All amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest on, the Bonds. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent will provide written notice thereof to the Authority.

Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the Reserve Requirement for the Bonds, the Fiscal Agent will provide notice to the Authority of the amount of the excess. The Authority will advise the Fiscal Agent of the amount, if any, of any transfer required to be made under the Fiscal Agent Agreement, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess from the Reserve Fund to the Improvement Fund, if the Improvements have not been completed as of the date of such transfer, or if the Improvements have been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement. However, to the extent that such excess results from the prepayment of Special Taxes and redemption of Bonds in accordance with the Fiscal Agent Agreement, such amount will be transferred to the Prepayment Account and applied to the corresponding redemption of Bonds.

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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 the rebate provisions of the Fiscal Agent Agreement.

Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the outstanding bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the outstanding bonds of the series of bonds to which the excess relates. If the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the outstanding bonds of such series, the balance in the Reserve Fund will be transferred to the Authority, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the Authority.

Moneys in the Reserve Fund will be invested and deposited in accordance with the Fiscal Agent Agreement and investment income thereon will be subject to rebate requirements under applicable tax laws.

Bond Fund
A Bond Fund (the “Bond Fund”) for the Bonds will be established under the Fiscal Agent Agreement, to be held by the Fiscal Agent. Moneys in the Bond Fund will be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, will be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement, and, pending such disbursement, will be subject to a lien in favor of the Owners of the Bonds.

Within the Bond Fund there will be established the “Prepayment Account,” which will be used exclusively for the administration of any prepayments of Special Taxes to assure the timely redemption of Bonds. Monies in the Prepayment Account will be used to redeem Bonds on the redemption date specified in the notice to the Fiscal Agent given pursuant to the Fiscal Agent Agreement. In the event all of the Special Taxes are prepaid in full, the Prepayment Account will be closed.

On each Interest Payment Date, the Fiscal Agent will withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments or any optional redemption of the Bonds.

If amounts in the Bond Fund are insufficient to pay regularly scheduled payments of principal of and interest on any series of bonds, the Fiscal Agent shall withdraw from the Reserve Fund established for such series of bonds to the extent of any funds therein, the amount of such insufficiency, and the Fiscal Agent will provide written notice to the Authority of the amounts so withdrawn from the Reserve Fund. Amounts so withdrawn from the Reserve Fund will be deposited in the Bond Fund.

If, after the foregoing transfer, there are insufficient funds in the Bond Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent will apply the available funds:

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(i) first to the payment of interest on the Bonds,
(ii) then to the payment of principal due on the Bonds other than by reason of sinking payments, and
(iii) then to payment of principal due on the Bonds by reason of sinking payments.

Any sinking payment not made as scheduled will be added to the sinking payment to be made on the next sinking payment date.

Moneys in the Bond Fund shall be invested and deposited in accordance with the Agreement. If ten days before any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner, the Fiscal Agent will report to the Authority such fact. The Authority covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Resolution of Formation and set forth in the Rate and Method) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies.

Improvement Fund
Under the Fiscal Agent Agreement, there is established an Improvement Fund, which is to be held in trust by the Fiscal Agent and will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Improvements. Interest earnings from the investment of amounts in the Improvement Fund will be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.

See “THE IMPROVEMENTS.”
Disbursements from the Improvement Fund will be made by the Fiscal Agent upon receipt of a certificate from the Authority substantially in the form attached to the Fiscal Agent Agreement, which will (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a reimbursable cost; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any certificate previously filed requesting disbursement.

Future Parity Bonds
The Resolution of Formation authorizes the issuance of up to $17,500,000 of bonds, of which the Bonds represent the first series. As a first series, debt service on the Bonds has been structured to approximately correspond with the amount of Special Tax Revenues expected to be generated on the sole property subject to the levy of the Special Tax in the District. The Authority expects that it will, by a Supplemental Agreement to the Fiscal Agent Agreement, authorize the issuance of an additional Series of Bonds ("Additional Bonds") payable from Special Taxes and secured by the Special Taxes on a parity with the Bonds and other Additional Bonds previously issued and Outstanding, as development progresses in the District and upon compliance by the Authority with the conditions set forth in the Fiscal Agent Agreement, which include the following:
(i) No default in the Bonds will have occurred and then be continuing;

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(ii) The Supplemental Agreement providing for the issuance of the Additional Bonds will specify the purpose for which such Additional Bonds are being issued, which will be to provide moneys needed to construct and acquire the facilities, by depositing into the Improvement Fund the proceeds of such Additional Bonds to be so applied, or to refund all or part of the Bonds or Additional Bonds then outstanding, by depositing in trust with the Fiscal Agent, moneys or Federal Securities in the amount necessary to discharge all liability of the Authority with respect to the bonds to be refunded as provided in the Fiscal Agent Agreement;
(iii) The Supplemental Agreement providing for the issuance of the Additional Bonds will also require that there be deposited into a subaccount in the Reserve Fund, or into a separate parity reserve fund, forthwith upon the receipt of the proceeds of the sale of such series, an amount at least equal to the reserve requirement with respect to the outstanding Additional Bonds of the series to which it relates, which deposit may be made from the proceeds of the sale of such series or by the Authority or from both such sources, as provided in the Supplemental Agreement;
(iv) The Additional Bonds of such series will be payable as to principal on September 1 in each year in which principal becomes due, and will be payable as to interest semiannually on March 1 and September 1, except that the first installment of interest may be payable on either March 1 or September 1; (v) Fixed serial maturities or sinking fund payments, or any combination thereof, will be established in amounts sufficient to provide for the retirement of all of the Additional Bonds of such series on or before their respective maturity dates; (vi) After giving effect to the issuance of such series of Additional Bonds:
(a) For each Bond Year that the Bonds and Additional Bonds will be outstanding, projected Maximum Special Taxes (net of County administration charges) in each Fiscal Year are equal to or greater than one hundred ten percent (110%) of maximum Debt Service due in the Bond Year that begins in the corresponding Fiscal Year; and
(b) The aggregate value of all parcels in the District subject to the Special Tax and not delinquent in the payment of any Special Taxes then due and owing, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the proposed series of Bonds, as determined by an MAI appraisal or, in the alternative, the assessed value of all such parcels and improvements thereon (and improvements to be financed from proceeds of the Bonds proposed to be issued) as shown on the then current County tax roll, or by a combination of both methods is at least 4.00 times the sum of (1) the aggregate principal amount of all Bonds then outstanding plus (2) the aggregate principal amount of the series of Bonds proposed to be issued, plus (3) the aggregate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in the District, plus (4) a portion of the aggregate principal amount of all Mello-Roos bonds, other than Bonds then outstanding, and payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within the District (the "Other Mello-Roos Bonds") equal to the aggregate principal amount of the

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Other Mello-Roos Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other Mello-Roos Bonds on parcels of land within the District subject to the Special Tax and not delinquent in the payment of any Special Taxes then due and owing, and the denominator of which is the total amount of special taxes levied for the Other Mello-Roos Bonds on all parcels of land subject to the Special Tax against which the special taxes are levied to pay the Other Mello-Roos Bonds and not delinquent in the payment of any Special Taxes then due and owing (such fraction to be determined based upon the special taxes which could be levied the year in which maximum annual debt service on the Other Mello-Roos Bonds occurs), based upon information from the most recent available fiscal year.

Nothing in the Fiscal Agent Agreement will prevent or be construed to prevent the Supplemental Agreement providing for the issuance of Additional Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by the Fiscal Agent Agreement, additional security for the benefit of such Additional Bonds or any portion thereof.

Discharge of Fiscal Agent Agreement
Under the Fiscal Agent Agreement, if the Authority pays and discharges the entire indebtedness on all or any portion of the bonds outstanding under the Fiscal Agent Agreement in any one or more of the following ways:
(i) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such outstanding bonds, as and when the same become due and payable; (ii) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with (in the event that all of the bonds are to be defeased) the amounts then on deposit in the funds and accounts provided for in the Fiscal Agent Agreement, is fully sufficient to pay such outstanding bonds, including all principal, interest and redemption premiums; or (iii) by irrevocably depositing with the Fiscal Agent, in trust, cash and federal securities in such amount as the Authority determines as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and (in the event that all of the bonds are to be defeased) moneys then on deposit in the fund and accounts provided for in the Fiscal Agent Agreement, be fully sufficient to pay and discharge the indebtedness on such bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates;
and if such bonds are to be redeemed prior to the maturity thereof, notice of such redemption will have been given as in the Fiscal Agent Agreement provided or provision satisfactory to the Fiscal Agent will have been made for the giving of such notice, then, at the election of the Authority, and notwithstanding that any bonds will not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in the Fiscal Agent Agreement and all other obligations of the Authority under the Fiscal Agent Agreement with respect to such outstanding bonds will cease and terminate, except only the obligations of the Authority assuring (a) the exclusion of interest on the bonds from the gross income of the Owners of the bonds as provided in the Fiscal Agent Agreement and (b) the payment to the Owners of the bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent; and thereafter Special Taxes will not be payable to the Fiscal Agent.

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Amendment of Fiscal Agent Agreement
The Fiscal Agent Agreement and the rights and obligations of the Authority and of the Owners of the bonds issued under the Fiscal Agent Agreement may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the bonds then outstanding, exclusive of bonds disqualified as provided in the Fiscal Agent Agreement. No such modification or amendment will (i) extend the maturity of any bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the Authority to pay the principal of, and the interest and any premium on, any bond, without the express consent of the Owner of such bond, or (ii) permit the creation by the Authority of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the bonds (except as otherwise permitted by the Act, the laws of the State or the Fiscal Agent Agreement), or reduce the percentage of bonds required for the amendment hereof.

The Fiscal Agent Agreement and the rights and obligations of the Authority and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Authority contained in the Fiscal Agent Agreement, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the Authority;
(ii) to make modifications not adversely affecting any outstanding series of bonds in any material respect;
(iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the Fiscal Agent Agreement, or in regard to questions arising thereunder, as the Authority and the Fiscal Agent may deem necessary or desirable, and which shall not adversely affect the rights of the Owners of the bonds; and
(iv) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Tax Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the bonds or to conform with the temporary and permanent regulations promulgated under the Tax Code.

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DEBT SERVICE SCHEDULE
The annual debt service on the Bonds, based on the interest rates and maturity schedule set forth on the cover of this Official Statement, is set forth below.

West Patterson Financing Authority
Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds – Parity Debt Service
Year Ending
(Sept. 1)
Bonds
Principal
Bonds
Interest
Bonds
Debt Service
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
2056
______________
Source: Underwriter.

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THE AUTHORITY
The following information relating to the Authority is included only for the purpose of supplying general information regarding the Authority. The Bonds are not payable from any of the Authority’s revenues or assets other than the Special Tax Revenues and amounts specifically pledged therefor under the Fiscal Agent Agreement.

The Authority was established as a joint exercise of powers authority pursuant to Section 6500, et seq., of the California Government Code (the “Joint Powers Act”) and a Joint Exercise of Powers Agreement, by and between the City and the former Redevelopment Agency of the City, dated June 5, 2001. The Authority is authorized, among other things, to provide financing for public capital improvements and working capital for the City and the former Redevelopment Agency, and to purchase obligations of local agencies, all as authorized by the Joint Powers Act. The Authority is governed by a five-member Board, which is comprised of the individuals who also act as members of the City Council of the City.

THE DISTRICT
Location and Description of the District and Vicinity
The District is located in the City, which lies in the Central Valley of the State, approximately 90 miles southeast of San Francisco and 90 miles south of Sacramento and approximately 18 miles southwest of Modesto, along State Route 33, adjacent to U.S. Interstate 5.

Interstate 5 is a major north-south freeway that travels to Sacramento and Redding to the north, before continuing on into Oregon, Washington and eventually Canada. To the south, Interstate 5 provides access to the metropolitan areas of Los Angeles and San Diego, before terminating at the Mexico border. State Highway 99 is also located in proximity to the City to the east and generally parallels Interstate 5, providing access to Sacramento to the north, and Fresno and Bakersfield to the south, before merging with Interstate 5 at the Grapevine.

Property in the District is located at the southwest corner of Calvinson Parkway and Baldwin Road, within a developing area in the southwestern portion of the City, along the south side of the Highway 130 (locally designated as Sperry Avenue) main artery through the City, and approximately one mile east of Interstate 5.

Land in the District comprises a neighborhood locally known as “Baldwin Ranch,” currently comprising 380 completed homes owned by individuals and 52 additional homes for sale and under development by merchant builders Lennar Homes of California LLC (“Lennar Homes”), D.R. Horton Bay, LLC (“D.R. Horton”). The District also includes land which is currently undeveloped, however the Special Tax is authorized to be levied only on parcels which have been issued a building permit.

Map. A map showing the original boundaries of the District is shown on the following page.
[Reserved for boundary map]

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Development in the District
Residential Neighborhoods. As of March 15, 2026, 380 of the currently taxed 432 lots in the District are completed homes sold to individual homeowners and 52 lots are improved with completed homes or homes under construction by merchant builders Lennar Homes or D.R. Horton. Home development and sales in the District has been ongoing by the following merchant builders:
• LandSea Homes in its “Blossom” neighborhood (157 lots, now sold out); • Lennar Homes (135 lots) in its “Holly Oak,” “Magnolia,” and “Bradford” neighborhoods; and
• D.R. Horton (140 lots) in its “Meadows” neighborhood.

Marketing of homes is ongoing, Lennar Homes and D.R. Horton continue to sell and close completed homes to individuals homes, and both builders have homes under construction.

The District also includes undeveloped land which becomes subject to the Special Tax only upon issuance of a building permit. This includes approximately 33 acres originally zoned for commercial uses and the subject of a subsequently approved mixed-use overlay that allows residences as an optional use. That overlay currently allows up to 24 units per acre. No development plans have been submitted to the city to date.

Backbone and In-Tract Infrastructure. Basic (sometimes referred to as “backbone”) infrastructure (including water, sewer, roads and drainage) and in tract improvements for development and sale of homes has been completed or is underway.

Utilities. All typical urban utility services are available for land in the District. These utilities include electric power, natural gas, telephone, cable television, water, refuse, sanitary sewer and storm water facilities. The City provides water, refuse, sanitary sewer, and storm water facilities, and police and fire services. The Turlock Irrigation District provides electricity to the District. Pacific Gas & Electric provides natural gas. Telecommunications are provided by Frontier Communications.

Development by Lennar Homes. Lennar Homes is developing homes in the District as part of its “Holly Oak,” “Magnolias,” and “Bradford” neighborhoods. Lennar Homes is developing (including completed and sold homes homes) 135 homes within these neighborhoods.

Development by D.R. Horton. D.R. Horton is selling and developing homes in the District as part of its “Meadows” neighborhood. D.R. Horton is developing (including completed and sold homes) 140 lots within this neighborhood.

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THE IMPROVEMENTS
Eligible Facilities
The Bonds will provide a funding source for moneys expended for a costs of some or all of the Improvements. The Improvements eligible to be financed by the District are set forth in an exhibit to the Resolution of Formation and include, but are not limited to, wastewater treatment plant expansion, water transmission and distribution, roadways. roadways within and in the vicinity of the West Patterson Business Park and Baldwin Ranch, drainage. water, sewer, storm drain distribution and collection infrastructure within West Patterson Business Park and Baldwin Ranch, West Patterson Environmental Impact Report mitigation improvements, and park and sport complex improvements.

The public improvements may include the acquisition of right-or-way and land, the costs of design, engineering and planning, the costs of any environmental or traffic studies, surveys or other reports, landscaping and irrigation, utility undergrounding, soils testing, permits, plan check and inspection fees, insurance, legal and related overhead costs of the improvements, the CFD and the bonds, coordination, supervision and administrative and any other costs or appurtenances related to any of the foregoing.

All of the Improvements to be financed with proceeds of the Bonds have been completed; proceeds of the Bonds are a source for payment of the cost of the Improvements.

OWNERSHIP OF PROPERTY WITHIN THE DISTRICT
Unpaid Special Taxes do not constitute a personal indebtedness of LandSea, Lennar Homes, D.R. Horton or any other current or subsequent owners of the property within the District. There is no assurance that Lennar Homes, D.R. Horton or any other current or subsequent owners of the property within the District will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so.

Neither the Authority nor any Bond Owner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District. As a result, other than as provided in this Official Statement, no financial statements or information is, or will be, provided about LandSea, Lennar Homes, D.R. Horton or any other current or subsequent property owner.

The Special Tax is authorized to be levied only on parcels which have been issued a building permit. As of the March 15, 2026 (the date of value in the Appraisal described herein) 432 homes are subject to the Special Tax, being the 380 parcels with completed homes sold to individual homeowners and 52 homes completed or under construction by Lennar Homes and D.R. Horton.

Individual Homeowners
As of the March 15, 2026 (the date of value in the Appraisal described herein) 381 parcels were completed homes sold to individual homeowners. Construction and sales of

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homes on the remaining lots homes in the District is ongoing by Lennar Homes and D.R.

Horton. Model homes are open and marketing of homes is continuing.

Lennar Homes
As previously defined in this Official Statement, “Lennar Homes” refers to Lennar Homes of California, LLC, a California limited liability company. Lennar Homes is based in Irvine, California. Lennar Homes has been in the business of developing residential real estate communities in California since 1996. On February 1, 2022, Lennar Homes of California, Inc., a California corporation, was converted to a California limited liability company and is now known as Lennar Homes of California, LLC, a California limited liability company (“Lennar Homes”).

Under the land-banking arrangement Lennar Homes is responsible for paying the Special Taxes.

Lennar Homes is wholly-owned by U.S. Home, LLC, a Delaware limited liability company (“U.S. Home”). U.S. Home is wholly-owned by Lennar Corporation, which is based in Miami, Florida. Founded in 1954, Lennar Corporation completed its initial public offering in 1971 and listed its common stock on the New York Stock Exchange in 1972. Lennar Corporation’s Class A and Class B common stock are listed on the New York Stock Exchange under the symbols “LEN” and “LEN.B.” respectively. Lennar Corporation is one of the largest homebuilders in the United States based on home sales revenues and net earnings, and operates under a number of brand names, including Lennar Homes and U.S. Home. Lennar Homes primarily develops residential communities both within the Lennar family of builders and through consolidated and unconsolidated partnerships in which Lennar Homes maintains an interest.

Lennar Corporation is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the SEC.

Such filings, particularly the Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q, set forth, among other things, certain data relative to the consolidated results of operations and financial position of Lennar Corporation and its consolidated subsidiaries, including Lennar Homes, as of such dates.

The SEC maintains a website that contains reports, proxy and other information statements and other information regarding registrants that file electronically with the SEC, including Lennar Corporation. The address of such website is www.sec.gov. All documents filed by Lennar Corporation pursuant to the requirements of the Exchange Act after the date of this Periodic Report will be available for inspection in such manner as the SEC prescribes.

Copies of Lennar Corporation’s Annual Report and related financial statements, prepared in accordance with generally accepted accounting standards, are available from Lennar Corporation’s website at www.lennar.com. The foregoing website addresses and references to filings with the SEC are given for reference and convenience only, and the information on such websites and on file with the SEC does not form a part of this Official Statement and is not incorporated by reference herein. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites.

Lennar Corporation and Lennar Homes are not obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes and investors should not rely on the information and financial statements contained on such websites in evaluating whether to buy, hold or sell the Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the City or the Underwriter.

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D.R. Horton
D.R. Horton is a wholly-owned subsidiary of D.R. Horton, Inc., a Delaware corporation (“D.R. Horton, Inc.”). D.R. Horton, Inc. is a public company whose common stock is traded on the NYSE under the symbol “DHI.” Founded in 1978 and headquartered in Arlington, Texas, D.R. Horton, Inc. constructs and sells homes through its operating divisions in 126 markets in 36 states under the names of D.R. Horton, America’s Builder, Emerald Homes, Express Homes and Freedom Homes.

D.R. Horton, Inc. is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information, including financial statements, with the SEC. Such filings, particularly, D.R. Horton, Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the SEC on November 17, 2024, and D.R. Horton’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as filed with the SEC on July 23, 2025, set forth certain data relative to the consolidated results of operations and financial position of D.R. Horton, Inc. and its subsidiaries, including D.R.

Horton, as of such dates.

The SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including D.R. Horton, Inc. The address of such Internet web site is www.sec.gov. All documents subsequently filed by D.R. Horton, Inc. pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes.

Copies of D.R. Horton, Inc.’s Annual Report and each of its other quarterly and current reports, including any amendments, are available from D.R. Horton, Inc.’s website at www.drhorton.com.

The foregoing internet addresses and references to filings with the SEC are included for reference only, and the information on such internet sites and on file with the SEC are not a part of this Official Statement and are not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such sites, and such sites have not been reviewed by the Authority or the Underwriter. Neither D.R. Horton nor D.R. Horton Inc. is obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes, and investors should not rely on the information and financial statements contained on such internet sites in evaluating whether to buy, hold or sell the Bonds.

SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT The Special Tax is levied on each taxable parcel within the District and only the respective individual parcel is responsible for such Special Tax. In comparing the aggregate value of the taxable property within the District and the principal amount of the Bonds, it should be noted that only the assessor’s parcel of real property upon which there is a delinquent Special Tax can be foreclosed upon. All of the taxable property within the District cannot be foreclosed upon as a whole to pay delinquent Special Taxes unless all of the property is subject to delinquent Special Taxes. Individual parcels may be foreclosed upon to pay delinquent Special Taxes levied against such parcels only. See “SECURITY FOR THE BONDS” and “SPECIAL RISK FACTORS.”

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The principal amount of the Bonds is not allocated pro-rata among the parcels within the District; rather, the annual Special Taxes for the District are billed annually for each taxable parcel within the District in accordance with the applicable Rate and Method. Upon sale of developed parcels, the buyer typically acquires the property subject to the unpaid portion of any general taxes and special taxes levied against the parcel purchased. General taxes and special taxes are not required to be removed from the property and are not required to be, but may be, paid off in full upon transfer of property or upon development of the property.

Because the land in the District is under development and includes homes owned by homeowners and parcels, including homes under construction, not assessed for a complete improvement value by the Stanislaus County Assessor, the City determined an estimated value of property in the District by using both the County assessed valuation for the completed homes on the tax roll for Fiscal Year 2025-26 and additionally ordered an appraisal for an estimation of the value of the remainder of the taxable parcels in the District.

The Special Tax is authorized to be levied only on parcels which have been issued a building permit. As of the March 15, 2026 (the date of value in the Appraisal described herein) 432 homes are subject to the Special Tax, being the 380 parcels with completed homes sold to individual homeowners and 52 homes completed or under construction by Lennar Homes and D.R. Horton. The estimated value of land in the District set forth herein is only as to the 432 residential parcels which are currently subject to the Special Tax.

Assessed Valuation
Assessed Value. Article XIIIA of the California Constitution (Proposition 13) defines “full cash value” to mean “the county assessor’s valuation of real property as shown on the 1975-76 bill under ‘full cash value’, or, thereafter, the appraised value of real property when purchased or newly constructed or when a change in ownership has occurred after the 1975 assessment,” subject to exemptions in certain circumstances of property transfer or reconstruction. The “full cash value” is subject to annual adjustment to reflect increases, not to exceed 2 percent for any year, or decreases in the consumer price index or comparable local data, or to reflect reductions in property value caused by damage, destruction or other factors.

Because of the general limitation to 2% per year in increases in full cash value of properties which remain in the same ownership, the county tax roll does not reflect values uniformly proportional to actual market values. No assurance can be given that should a parcel with delinquent Special Taxes be foreclosed and sold for the amount of the delinquency, that any bid will be received for such property, or if a bid is received that such bid will be sufficient to pay such delinquent installments.

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Parcels in the District currently subject to the Special Tax had assessed valuations for the years shown as follows:

Fiscal
Year
Land
Assessed
Value
Improvement
Assessed
Value
Total
Assessed
Value
Number of
Permitted
Parcels (1)
2024-25 $16,755,042 $926,393 $17,681,435 168
2025-26(1) $53,331,793 $65,322,306 $118,654,099 363(2)
(1) Represents the number of parcels for which a building permit for new construction was issued prior to June 1 of the prior fiscal year.
(2) As of March 15, 2026, the date of value, 432 building permits have been issued. The Fiscal Year 2025-26 assessed value of the 432 parcels is $127,138,347. Assumes no further development.

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

The Appraisal
General. To comply with internal policies and in order to provide an estimate of value of certain taxable property within the District, the Authority ordered an appraisal of the land in the District by Integra Realty Resources, Sacramento, California (the “Appraiser”), which prepared an appraisal report with a date of value of March 15, 2026 (the “Appraisal”). The Appraisal was prepared at the request of the Authority. The Appraisal is set forth in its entirety in APPENDIX C. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal.

Property Appraised. Of the 432 Assessor’s parcels within the boundaries of the District, 147 parcels are improved with a completed single-family home, of which 146 have transferred to individual homeowners and one completed home held by a developer, with a complete assessed value for both land and improvements (minimum of not-less-than appraised value) and are not the subject of the Appraisal. The balance, 285 Assessor's Parcels, comprise the subject of the Appraisal, and include 234 completed homes sold to individual homeowners, three completed/unsold homes, and 48 lots with homes under various stages of construction.

The District also includes undeveloped land which was not appraised.

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Value Estimates. The aggregate value estimate for the appraised properties as of the date of value, using the methodologies described in the Appraisal and subject to the limiting conditions and special assumptions set forth in the Appraisal, and based on the ownership of the property as of that date, is $204,464,326.

The estimated value of the properties appraised, by ownership is set forth in the following table.

Owner
Lots/
Parcels
Lot/Home
Value
Value per
Component
Market Value
D.R. Horton Bay, Inc.

Homes Under Construction - Meadows 26 $235,000 $235,000 $6,110,000 Completed Homes - Meadows 1 480,000 480,000 480,000
Bulk Market Value - D.R. Horton Bay, Inc. 27 $6,590,000 Lennar Homes of California, LLC
Homes Under Construction - Magnolia 2 $237,000 $237,000 $474,000 Homes Under Construction - Bradford 20 239,000 239,000 4,780,000 Completed Homes - Bradford 2 475,000 475,000 950,000
Aggregate Value - Lennar Homes of California, LLC 24 $6,204,000 Individual Homeowners
Completed Homes
Meadows 113 $480,000 $480,000 $54,240,000
Holly Oak 35 485,000 485,000 16,975,000
Blossom 10 495,000 495,000 4,950,000
Magnolia 43 510,000 510,000 21,930,000
Bradford 33 475,000 475,000 15,675,000
Aggregate Value - Individual Homeowners 234 $113,770,000 Aggregate, or Cumulative Appraised, Value, subject to a hypothetical condition 285 $126,564,000 Aggregate, or Cumulative, Assessed Value 147 $77,900,326 Total Aggregate, or Cumulative, Value of West Patterson Finance Authority CFD No. 2022-2 (Baldwin Ranch Infrastructure) 432 $204,464,326
Source: Integra Realty Resources, Inc.

Valuation Methodology. Three approaches to value are typically considered when developing a market value opinion for real property not using assessed value. These are the cost approach, the sales comparison approach, and the income capitalization approach. Use of the approaches in Appraisal is summarized as follows:

The valuation began by employing the sales comparison approach to estimate the not-lessthan market value for the completed single-family homes, based on the smallest floor plan being marketed within each project with a completed home.

The market value of the residential lots was estimated by utilizing an extraction analysis, a form of the cost approach, to value the homes under construction. In valuing the subject lots, the Appraiser selected a benchmark lot category. As a check of reasonableness, the Appraiser compared the conclusion of extraction analysis with bulk lot sales in the area. After reconciling the two approaches to value, the Appraiser applied a lot size adjustment factor to account for differing lot sizes from the benchmark lot category.

As a condition of this assignment, the Assessed Values for certain Assessor's Parcels with completed and sold homes with a complete Assessed Value for both Land and Improvements is presented herein for illustration purposes only. As requested, these Assessor's Parcels are not appraised herein with a not-less-than market value; instead, the assigned County of Stanislaus Assessor's value will be relied upon for underwriting purposes

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The market value estimates for the various taxable land use components described above were then assigned to the various assessor’s parcels comprising the appraised properties in order to derive the cumulative, or aggregate, value of the CFD. The Appraiser’s analysis excluded a typical cost approach since the subject property represents land. However, costs associated with home construction were taken into consideration as part of the land residual analysis and determination of financial feasibility.

Appraisal Limitations; Hypothetical Condition. In considering the estimate of value evidenced by the Appraisal, the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, which includes the hypothetical condition of the Appraisal that the estimates of value provided herein presume various capital improvements have been financed with the proceeds of the Bonds.

The estimate of value accounts for the impact of the lien of the Special Taxes securing the Bonds. No assurance can be given that the foregoing valuation can or will be maintained during the period of time that the Bonds are outstanding in that the City has no control over the market value of the property within the District or the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, may be on a parity with the Special Taxes. See “–Overlapping Liens and Priority of Lien” below.

For a description of certain risks that might affect the assumptions made in the Appraisal, see “SPECIAL RISK FACTORS” herein and “APPENDIX B – THE APPRAISAL.” Value to Special Tax Burden Ratios
In comparing the value of the real property within the District and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within the District cannot be foreclosed upon as a whole to pay delinquent Special Taxes of the owners of such parcels within the District unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels.

Other public agencies whose boundaries overlap those of the District could, without the consent of the City and in certain cases without the consent of the owners of the land within the District, impose additional taxes or assessment liens on the land within the District. Property owners can also voluntarily add Property Assessed Clean Energy (PACE) assessment liens on their property to finance energy efficiency improvements. The lien created on the land within the District through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax. In addition, owners of land in the District may obtain loans secured by a foreclosable deed of trust security interest in their property. The deeds of trust securing such debt on property within the District, however, will be subordinate to the lien of the Special Tax.

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The following table shows value-to-lien ratios for parcels in the District based on the data indicated. These ratios are averages, and the value-to-lien ratios for individual parcels can, and do, vary widely.

Table 1
West Patterson Financing Authority
CFD No. 2022-2 (Baldwin Ranch Infrastructure)
Value to Lien Ratios by Status of Development for
Projected Fiscal Year 2026-27 Special Tax Levy
Development Class and Ownership
Information (1)
No. of
Expected
Units
Combined
Value (2)
Projected
FY 2026-27
Maximum
Special
Tax
Projected
FY 2026-
27 Special
Tax Levy
(3)
Percent
of
Projected
Special
Tax Levy
CFD
Bonds(4)*
Overlapping
Debt (5)
Total
Debt
Average
Combined
Value-toLien*
Developed Property
Individual Homeowners 381 $191,670,326 $717,591 $717,591 88.2% $11,443,229 $2,742,839 $14,186,068 13.5 DR Horton Bay, Inc.

Completed Homes 1 480,000 1,883 1,883 0.2 30,035 $10,452 $40,487 11.9 Homes Under Construction 26 6,110,000 48,969 48,969 6.0 780,903 $70,145 $851,048 7.2 Lennar Homes of California, LLC
Completed Homes 2 950,000 3,767 3,767 0.5 60,069 $6,033 $66,102 14.4 Homes Under Construction 22 5,254,000 41,436 41,436 5.1 660,764 $65,022 $725,786 7.2 Total 432 $204,464,326 $813,646 $813,646 100.0% $12,975,000 $2,894,490 $15,869,490 12.9 * Preliminary, subject to change.
(1) The projected fiscal year 2026-27 special tax levy is based on all building permits issued by the City prior to March 15, 2026. The construction and ownership status reflect what is shown in the Appraisal dated April 3, 2026.
(2) Appraised values were allocated to the individual parcels based on the expected development and development status for each parcel, as reported in the Appraisal. The allocated appraised values may not be indicative of the values of the ownership groupings. Includes the fiscal year 2025-26 assessed values for parcels that were not appraised. (3) As of March 15, 2026, the date of value, 432 building permits have been issued. Assumes WPFA will levy the maximum amount in Fiscal Year 2026-27. (4) Includes the $12,975,000 par amount of the Series 2026 Special Tax Bonds. Allocated based on the projected fiscal year 2026-27 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 fiscal year 2025-26. Does not include any PACE liens secured by assessments or special taxes on the property.

Sources: Hilltop Securities, Inc.; Integra Realty Resources, Inc.; California Municipal Statistics, Inc.; Goodwin Consulting Group, Inc.

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Value to Lien Ratio Categories. The following table set forth value-to-lien-ratio categories, based on projected or maximum special tax rates (as indicated), and certain other assumptions detailed therein.

Table 2
West Patterson Financing Authority
CFD No. 2022-2 (Baldwin Ranch Infrastructure)
Combined Value-to-Lien Ratios
Combined Value-toLien CategoryNo. of
Units
Combined
Value(1)
Projected
Fiscal Year
2026-27
Special Tax
Levy(2)
Percent of
Projected
Special
Tax Levy
CFD
Bonds(3)*
Overlapping
Debt(4)* Total Debt
Average
Combined
Value-toLien*
Greater than 10:1 384 $193,100,326 $723,241 88.89% $11,533,333 [TBD] $11,533,333 16.7 5:1 to 10:1 48 11,364,000 90,405 11.11 1,441,667 1,441,667 7.9 Total 432 $204,464,326 $813,646 100.00% $12,975,000 $12,975,000 15.8 * Preliminary; subject to change.
(1) Appraised values were allocated to the individual parcels based on the expected development and development status for each parcel, as reported in the Appraisal. The allocated appraised values may not be indicative of the values of the ownership groupings. Includes the fiscal year 2025-26 assessed values for parcels that were not appraised. (2) As of March 15, 2026, the date of value, 432 building permits have been issued. Assumes WPFA will levy the maximum amount in Fiscal Year 2026-27.
(3) Includes the $12,975,000 par amount of the Series 2026 Special Tax Bonds. Allocated based on the projected fiscal year 2026-27 special tax levy.
(4) 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 fiscal year 2025-26.

Does not include any PACE liens secured by assessments or special taxes on the property.

Sources: Hilltop Securities, Inc.; Integra Realty Resources, Inc.; California Municipal Statistics, Inc.; Goodwin Consulting Group, Inc.

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Estimated Maximum Special Tax Proceeds and Debt Service Coverage The Rate and Method is structured to produce Special Tax Revenues from the Maximum Special Tax which, when applied to the projected debt service on the Bonds, is anticipated to result in a debt service coverage ratio of at least 110% for the life of the Bonds, as shown in the table below.

Table 3
West Patterson Financing Authority
Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Projected Revenues from Levy of Special Taxes and Project Debt Service Coverage Fiscal Year
Ending
Projected
Fiscal Year
2026-27
Maximum
Special Tax(2)
Priority
Administrative
Expenses(3)
Net Projected
Maximum
Special Tax
Series 2026
Debt
Service*
Debt Service
Coverage
Maximum
Special Tax*
2026 $670,280 ($51,648) $143,806 430.18% $670,280
2027 813,646 (49,500) 691,188 110.56 813,646
2028 829,915 (50,490) 705,663 110.45 829,915
2029 846,513 (51,500) 719,350 110.52 846,513
2030 863,447 (52,530) 732,250 110.74 863,447
2031 880,710 (53,580) 749,363 110.38 880,710
2032 898,327 (54,652) 765,425 110.22 898,327
2033 916,298 (55,745) 780,438 110.27 916,298
2034 934,623 (56,860) 794,400 110.49 934,623
2035 953,312 (57,997) 812,313 110.22 953,312
2036 972,380 (59,157) 828,913 110.17 972,380
2037 991,829 (60,340) 844,200 110.34 991,829
2038 1,011,666 (61,547) 858,175 110.71 1,011,666
2039 1,031,892 (62,778) 875,838 110.65 1,031,892
2040 1,052,533 (64,034) 896,925 110.21 1,052,533
2041 1,073,580 (65,314) 911,175 110.66 1,073,580
2042 1,095,060 (66,620) 928,850 110.72 1,095,060
2043 1,116,953 (67,953) 949,688 110.46 1,116,953
2044 1,139,296 (69,312) 968,425 110.49 1,139,296
2045 1,162,080 (70,698) 985,063 110.79 1,162,080
2046 1,185,322 (72,112) 1,004,600 110.81 1,185,322
2047 1,209,030 (73,554) 1,026,775 110.59 1,209,030
2048 1,233,213 (75,025) 1,046,325 110.69 1,233,213
2049 1,257,872 (76,526) 1,068,250 110.59 1,257,872
2050 1,283,031 (78,057) 1,092,288 110.32 1,283,031
2051 1,308,692 (79,618) 1,113,175 110.41 1,308,692
2052 1,334,863 (81,210) 1,135,913 110.37 1,334,863
2053 1,361,560 (82,834) 1,155,238 110.69 1,361,560
2054 1,388,794 (84,491) 1,181,150 110.43 1,388,794
2055 1,416,571 (86,181) 1,203,125 110.58 1,416,571
2056 1,444,902 (87,904) 1,226,163 110.67 1,444,902
* 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) Includes projected Maximum Special Tax revenues based on the status of development as of March 15, 2026. Assumes no further development
(3) As defined in the Fiscal Agent Agreement, the Administrative Expense Priority for fiscal year 2026-27 is $49,500 and escalates by 2% per year.
(4) Actual fiscal year 2025-26 special tax levy and estimated administrative expenses.

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

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Overlapping Liens and Priority of Lien
The principal of and interest on the Bonds are 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 co-equal liens which must be satisfied in foreclosure.

The Authority, the County and certain other public agencies 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.

Set forth on the following page is an overlapping debt table showing the existing direct and overlapping bonded debt payable with respect to property within the District. This table has been prepared by California Municipal Statistics, Inc. as of the date indicated, and is included for general information purposes only. The Authority has not reviewed the data for completeness or accuracy and makes no representations in connection therewith.

There can be no assurance that owners of property in the District, or any subsequent owner will not petition for the formation of other community facilities districts or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities, however no other special districts are currently contemplated by the Authority.

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.

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Table 4
West Patterson Financing Authority
Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Summary of Overlapping Debt
As of April 1, 2026
2025-26 Local Secured Assessed Valuation: $127,138,347 (Land and Improvements) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 4/1/26 Yosemite Community College District General Obligation Bonds 0.128% $ 278,111 Patterson Joint Unified School District General Obligation Bonds 2.675 2,616,379 West Patterson Public Financing Authority CFD No. 2022-2 100. 0 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $2,894,490 OVERLAPPING GENERAL FUND DEBT:

Stanislaus County Certificates of Participation 0.173% $ 5,981 Patterson Joint Unified School District Certificates of Participation 2.675 246,902 City of Patterson General Fund Obligations 3.598 52,156 Turlock Mosquito and Vector Control District Pension Obligation Bonds 0.421 4,215 TOTAL OVERLAPPING GENERAL FUND DEBT $309,254
COMBINED TOTAL DEBT $3,203,744 (2)
(1) Excludes 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 2025-26 Assessed Valuation:

Direct Debt ($0) ....................................................................0.00% Total Direct and Overlapping Tax and Assessment Debt.......2.28% Combined Total Debt..............................................................2.52% Source: California Municipal Statistics, Inc.

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Estimated Tax Burden on Single-Family Home
Based on market values for parcels with single family detached homes in the District as estimated in the Appraisal., the Special Tax Administrator has projected that the overall tax burden for the smallest floorplan homes in the District will be less than 2%, as shown in the following table.

The projected overall tax burden for larger floorplan homes is expected to be smaller, as a percentage of the projected assessed value of the homes.

Table 5
West Patterson Financing Authority
CFD No. 2022-2 (Baldwin Ranch Infrastructure)
Estimated Fiscal Year 2026-27 Tax Bills
Community: Blossom Holly Oak Magnolia Bradford Meadows
Net Taxable Value
Estimated Market Values (1) $495,000 $485,000 $510,000 $475,000 $480,000 Less: Homeowner's Exemption (7,000) (7,000) (7,000) (7,000) (7,000) Net Taxable Value $488,000 $478,000 $503,000 $468,000 $473,000 Ad Valorem Property Taxes (2) Rate
Base Property Tax 1.000000% $4,880 $4,780 $5,030 $4,680 $4,730 Patterson Unif - Bond 01A 0.017338 85 83 87 81 82
Patterson Unif - Bond 01B 0.006746 33 32 34 32 32
Patterson Unif - Bond 2008A 0.009287 45 44 47 43 44
Patterson Unif - 2016 GO Refunding 0.005510 27 26 28 26 26 Patterson Unif - Bond 2018 A 0.037632 184 180 189 176 178 Patterson 2022 GOB Series A 0.047941 234 229 241 224 227 Yosemite 2020 GOB Refunding Series B 0.006694 33 32 34 31 32 Yosemite 2022 GOB Refunding 0.017134 84 82 86 80 81
Total Ad Valorem Property Taxes 1.148282% $5,604 $5,489 $5,776 $5,374 $5,431 Parcel Charges, Assessments, and Special Taxes (2)(3)
Del Puerto Healthcare District $27 $27 $27 $27 $27
City of Patterson CFD 2018-02 1,333 1,333 1,333 1,333 1,333 City of Patterson CFD 2022-01 871 871 871 871 871
Turlock Mosquito Abatement 5 5 5 5 5
WPFA CFD No. 2022-2 (4) 1,847 1,847 1,847 1,847 1,847
Total Parcel Charges, Assessments, and Special Taxes $4,083 $4,083 $4,083 $4,083 $4,083 Total Taxes $9,687 $9,572 $9,859 $9,457 $9,515
Total Effective Tax Rate 1.96% 1.97% 1.93% 1.99% 1.98%
(1) Represents the base retail values for parcels with single family detached homes in the CFD as estimated in the Appraisal. (2) Based on fiscal year 2025-26 charges identified on the Stanislaus County-issued property tax bills. Charges subject to change in future years. (3) Does not include any PACE liens secured by assessments or special taxes on the property. (4) Equal to the applicable Maximum Special Tax rate in fiscal year 2025-26.

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

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Special Tax Collections and Delinquencies
The following table shows a history of Special Tax collections and delinquencies in the District.

Table 6
West Patterson Financing Authority
CFD No. 2022-2 (Baldwin Ranch Infrastructure)
Special Tax Collections and Delinquencies
Delinquencies at Fiscal Year End As of March 26, 2026
Fiscal Year
Total
Special
Tax
Levied
Parcels
Subject
to Levy
Parcels
Delinquent
Amount
Delinquent
Delinquency
Rate
Parcels
Delinquent
Amount
Delinquent
Delinquency
Rate
2024-25 $304,130 168 4 $4,526 1.49% 1 $905 0.30%
2025-26 (1) $670,280 363 N/A N/A N/A 8 $7,386 2.20%
(1) Reflects only the unpaid taxes from the first installment of the fiscal year 2025-26 special tax levy.

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

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SPECIAL 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 which should be considered before making an investment decision.

Limited Obligation of the Authority to Pay Debt Service The Authority has no obligation to pay principal of and interest on the Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the applicable reserve accounts within the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the Authority obligated to advance funds to pay such debt service on the Bonds. The Bonds are not general obligations of the Authority but are limited obligations of the Authority and the District payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property subject to the Special Tax in the event of a foreclosure. See “SECURITY FOR THE BONDS.” Any tax for the payment of the Bonds will be limited to the Special Tax to be collected on property in the District that is subject to the Special Tax.

Concentration of Ownership
Owners of property are not personally obligated to pay the Special Tax attributable to their property. Rather, the Special Tax is an obligation only against the parcel of property, secured by the amount which could be realized in a foreclosure proceeding against the property, and not by any promise of the owner to pay. If the value of the property is not sufficient, taking into account other obligations also constituting a lien against the property, the Authority, Fiscal Agent and owners of the Bonds have no recourse against the owner, such as filing a lawsuit to collect money.

Failure of one of the merchant builders or any future owner of significant property subject to the Special Taxes in the District to pay installments of Special Taxes when due could cause the depletion of amounts in the Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax and, consequently, result in the delinquency rate reaching a level that would cause an insufficiency in collection of the Special Tax to meet the District’s obligations on the Bonds. In that event, there could be a delay or failure in payments on the Bonds. See “SPECIAL RISK FACTORS – Bankruptcy and Foreclosure Delays” below and “SECURITY FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.”
Appraised Values
The Appraisal estimates the market value of certain taxable property in the District. This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions stated in the Appraisal. The Authority has not sought the present opinion of any other appraiser of the value of such property. A different present opinion of value might be rendered by a different appraiser.

The opinion of value relates to sale by a willing seller to a willing buyer as of the date of valuation, each having similar information and neither being forced by other circumstances to sell

8.2 Packet Pg. 429
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or to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information.

In considering the estimates of value evidenced by the Appraisal, it should be noted that the Appraisal is based upon a number of standard and extraordinary assumptions and limitations which affect the estimates as to value, as set forth in the Appraisal. In addition, the opinion of market value in the Appraisal is a present opinion. It is based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised market value is not evidence of future value because future facts and circumstances may differ significantly from the present.

No assurance can be given that the single property in the District could be sold in a foreclosure for the estimated market value contained in the Appraisal. Such sale is the primary remedy available to Bondowners if such property should become delinquent in the payment of Special Taxes.

Property Values and Property Development
The value of taxable property within the District is a critical factor in determining the investment quality of the Bonds. If a property owner defaults in the payment of the Special Tax, the District’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. Land development and land values in the District could be adversely affected by economic and other factors beyond the District’s control, such as: a general economic downturn; adverse judgments in future litigation that could affect the scope, timing or viability of development; relocation of employers out of the area; stricter land use regulations; shortages of water, electricity, natural gas or other utilities; destruction of property caused by earthquake, flood or other natural disasters; environmental pollution or contamination.

The Appraisal sets forth certain assumptions of the Appraiser in estimating the market value of the Appraised Property as of the date indicated. No assurance can be given that the values are accurate if these assumptions are incorrect or that the values will not decline in the future if one or more events, such as natural disasters or adverse economic conditions, occur.

See “SPECIAL TAX REVENUES AND VALUE OF PROPERTY IN THE DISTRICT – The Appraisal” above.

Neither the Authority nor the Underwriter have evaluated development risks related to the District. Since these are largely business risks of the type that property owners customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluation with respect to any particular parcel, the Authority is issuing the Bonds without regard to any such evaluation. Thus, the creation of the District and the issuance of the Bonds in no way implies that the District or the Authority has evaluated these risks or the reasonableness of these risks.

The following is a discussion of specific risk factors that could affect the timing or scope of property development in the District or the value of property in the District.

Land Development. Land values are influenced by the level of development in the area in many respects.

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First, undeveloped or partially developed land is generally less valuable than developed land and provides less security to the owners of the Bonds should it be necessary for the District to foreclose on undeveloped or partially developed property due to the nonpayment of Special Taxes.

Second, failure to complete development on a timely basis could adversely affect the land values of those parcels that have been completed. Lower land values would result in less security for the payment of principal of and interest on the Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See “SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Special Tax Burden Ratios.” No assurance can be given that the remaining development within the District will be completed, and in assessing the investment quality of the Bonds, prospective purchasers should evaluate the risks of non-completion.

Risks of Real Estate Investment Generally. Continuing development in the District may be adversely affected by changes in general or local economic conditions, fluctuations in the real estate market, increased construction costs, development, financing and marketing capabilities of individual property owners, water or electricity shortages, and other similar factors. Development in the District may also be affected by development in surrounding areas, which may compete with the District. In addition, land development operations are subject to comprehensive federal, state and local regulations, including environmental, land use, zoning and building requirements. There can be no assurance that proposed land development operations within the District will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives. There can be no assurance that land development operations within the District will not be adversely affected by these risks.

Natural Disasters. The value of land 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 land 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 is not located in a seismic special studies zone.

Other natural disasters could include, without limitation, landslides, floods, droughts, wildfires or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. Although the land in the District is not in a high-risk area (or a special fire hazard severity zone) for wildfires, landslides, floods, or tornadoes, natural disasters such as these are unpredictable and may occur anywhere throughout the State, with devastating consequences. 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.

Droughts. The State is subject from time-to-time to drought conditions, which could have an impact on future development in the District. Drought conditions have been present in the State numerous times in the recent past. Although much of the State, including property in the District, is now out of the worst drought category, the District cannot predict when worsening drought conditions and concomitant water-reduction requirements will return, what effect drought conditions could have on property values, or whether or to what extent water reduction requirements may affect the development of the District.

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Legal Requirements. Other events that may affect the value of land in the District include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures. Development in the District may also be adversely affected by the application of laws protecting endangered or threatened species.

Hazardous Substances. Any discovery of a hazardous substance detected on property within the District would affect the marketability and the value of some or all of the property in the District. In that event, the owners and operators of land within the District 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 most well-known and widely applicable of these laws. California laws with regard to hazardous substances are also applicable to property within the District and are as stringent as the federal laws. 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 parcels be contaminated by a hazardous substance is to reduce the marketability and value of the land 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.

The market value of the Appraised Property set forth in the Appraisal does not take into account the possible reduction in marketability and value of such property by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition on the property. Although the Authority is not aware that the owner (or operator) of the Appraised Property has a current liability for a hazardous substance with respect thereto, it is possible that such liabilities do currently exist and that the Authority is not aware of them.

Further, it is possible that liabilities may arise in the future with respect to land in the District resulting from the existence, currently, on land of a substance presently classified as hazardous but which 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 which 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 value of land within the District that is realizable upon a foreclosure sale.

Endangered and Threatened Species. It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game Commission under the California Endangered Species Act without a permit. Although the City believes that no federally listed endangered or threatened species would be affected by the proposed development within the District, other than any that are permitted by the entitlements already received, the discovery of an endangered plant or animal could delay development within the District or reduce the value of such property.

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Levy and Collection of Special Taxes
The principal source of payment of principal of and interest on the Bonds is the proceeds of the annual levy and collection of the Special Tax against property within the District.

Limitation on Maximum Special Tax Rate. The annual levy of the Special Tax is subject to the Maximum Special Tax for each parcel 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 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.

No Relationship Between Property Value and Special Tax Levy. Because the Rate and Method set forth in 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 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 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 Taxable Parcels (up to the Maximum Special Tax for each such Taxable Parcel) and, therefore, potentially insufficient funds available to pay det service on the Bonds.

Property owned by governmental entities is generally exempt from the levy of Special Taxes under the Act. However, pursuant to Section 53317.3 of the Act, if property not otherwise exempt from the Special Tax is acquired by a “public entity,” the Special Tax will continue to be levied on such property and will be enforceable against such public entity. Notwithstanding this provision of the Act, uncertainty exists as to whether property owned by a public entity could be successfully foreclosed upon to satisfy the amount of Special Taxes owed and there is no assurance that a governmental entity acquiring a parcel of Taxable Property would continue to pay the Special Taxes levied on such parcel.

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 Tax revenues. Because the District was formed in 2021, a history of Special Tax collection and delinquency rates in the District is not available.

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Delays Following Special Tax Delinquencies and Foreclosure Sales. The Fiscal Agent Agreement generally provides 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 BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” 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 deeded to the State and then is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the Authority of the proceeds of sale if the Reserve Fund is depleted. See “SECURITY FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.” The ability of the Authority to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”) has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within the District.

Other laws generally affecting creditors’ rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if the court concludes the ability to pay such taxes or assessments is materially affected by reason of such service.

FDIC/Federal Government Interests in Properties
General. The ability of the City to foreclose the lien of delinquent unpaid Special Tax 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 local agency 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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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 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.

Bankruptcy and Foreclosure Delays
The payment of the Special Tax and the ability of the District to foreclose the lien of a delinquent unpaid tax, as discussed in “SECURITY FOR THE BONDS — Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure,” may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of the State of California 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 could result in a delay in prosecuting superior court foreclosure proceedings and could result in the possibility of delinquent Special Tax installments not being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. To the extent that property in the District continues to be owned by a single (or limited number of) property owner(s), the chances are increased that the Reserve Fund established for the Bonds could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a result, sufficient moneys would not be available in the Reserve Fund for transfer to the Bond Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the Bonds on a timely basis.

To the extent that bankruptcy or similar proceedings were to involve the currently single property owner (or a future large property owner), the chances would increase the likelihood that the Bond Reserve Fund could be fully depleted during any resulting delay in receiving payment of delinquent Special Taxes. As a result, sufficient monies would not be available in the Bond Reserve Fund for transfer to the Bonds Redemption Account to make up any shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the Bonds on a timely basis.

Parity Taxes and Special Assessments; Private Debt
The Authority, the City, the County and certain other public agencies 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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Property in the District is currently subject to certain overlapping tax and assessment liens, as shown in the overlapping debt statement. Property in the District is also subject to the special tax of a recently formed community facilities districts to fund services and known as Community Facilities District No. 2021-2 (Villages of Patterson Public Safety/Fire Protection Services) which authorized an annual special tax of approximately $0.052 per square foot for Fiscal Year 2022-26.

The property is not currently subject to any other special tax or assessment liens (other than the lien of the Special Tax). See “SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT – Overlapping Liens and Priority of Lien.” In general, as long as the Special Tax is collected on the County tax roll, the Special Tax and all other taxes, assessments and charges also collected on the tax roll are on a parity, that is, are of equal priority. Questions of priority become significant when collection of one or more of the taxes, assessments or charges is sought by some other procedure, such as foreclosure and sale.

In the event of proceedings to foreclose for delinquency of Special Taxes securing the Bonds, the Special Tax will be subordinate only to existing prior governmental liens, if any. Otherwise, in the event of such foreclosure proceedings, the Special Taxes will generally be on a parity with the other taxes, assessments and charges, and will share the proceeds of such foreclosure proceedings on a pro-rata basis. Although the Special Taxes will generally have priority over nongovernmental liens on a taxable parcel, regardless of whether the non-governmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. See “–Bankruptcy and Foreclosure Delays” above.

There can be no assurance that property owner(s) within the District will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities. In addition to liens for special taxes or assessments to finance public improvements of benefit to land within the District, owners of property may obtain loans from banks or other private sources which loans may be secured by a lien on land in the District. Such loans would increase amounts owed by the owner(s) of such land with respect to development of its property in the District. However, the lien of such loans would be subordinate to the lien of the Special Taxes.

Tax Delinquencies
General. Under provisions of the Act, the Special Taxes will be billed to the properties within the District on the regular property tax bill(s) sent to owner(s) of such property. Such Special Tax installments are due and payable, and bear the same penalties and interest for nonpayment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax payments in the future.

The annual Special Tax will be billed and collected in two installments payable without penalty by December 10 and April 10. In the event such Special Taxes are not timely paid, moneys available to pay debt service on the Bonds becoming due on the subsequent respective March 1 and September 1 may be insufficient, except to the extent moneys are available in the Reserve Fund.

In the event of non-payment of Special Taxes, funds in the Reserve Fund, if available, may be used to pay principal of and interest on the Bonds. If funds in the Reserve Fund for the Bonds

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are depleted, the funds can be replenished from the proceeds of the levy and collection of the Special Tax that are in excess of the amount required to pay all amounts to be paid to the Bond holders pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the levy of the Special Tax against property within the District at the maximum Special Tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus it is possible that the Reserve Fund will be depleted and not be replenished by the levy of the Special Tax.

See “SECURITY FOR THE BONDS — Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” for a discussion of the provisions which apply, and procedures which the Authority is obligated to follow, in the event of delinquency in the payment of Special Taxes.

See also “SECURITY FOR THE BONDS — Special Tax Methodology – Limitation on Increases in Special Tax Levy” for a discussion of the limitations imposed by the Rate and Method and the Act applicable to Special Tax increases.

No Acceleration Provisions
The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement. Under the Fiscal Agent Agreement, a Bondowner is given the right for the equal benefit and protection of all Bondowner similarly situated to pursue certain remedies. So long as the Bonds are in book-entry form, DTC will be the sole Bondowner and will be entitled to exercise all rights and remedies of Bondowner.

Ballot Initiatives
From time to time, initiative measures qualify for the State ballot pursuant to the State’s constitutional initiative process and those measures could be adopted by California voters. The adoption of any such initiative might place limitations on the ability of the State, the Authority, the County or other local districts to increase revenues or to increase appropriations or on the completion of development in the District. See “–Property Values and Property Development – Land Development” above. See also “–Voter Initiatives” below.

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 District. 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 Bonds.

Proposition 218—Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment, added Articles XIIIC and 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.

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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 Bonds were each authorized by not less than a two-thirds vote of the landowners within the District who constituted the qualified electors at the time of such voted authorization. The District believes, therefore, that issuance of the 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.

Case Law Related to the Mello-Roos Act Voting
On August 1, 2014, the California Court of Appeal, Fourth Appellate District, issued its opinion in City of San Diego v. Melvin Shapiro, et al. (D063997). The case involved a Convention Center Facilities District (the “CCFD”) established by the City of San Diego. The CCFD is a financing district established under San Diego’s city charter (the “Charter”) and was intended to function much like a community facilities district established under the Act. The CCFD was comprised of all of the real property in the entire city. However, the CCFD special tax was to be levied only on properties in the CCFD that were improved with a hotel.

At the election to authorize the CCFD special tax, the CCFD proceedings limited the electorate to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel was located. Registered voters in the City of San Diego were not permitted to vote. This definition of the qualified electors of the CCFD was based on Section 53326(c) of the Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landowners of the proposed community facilities district whose property would be subject to the special tax.

The San Diego Court held that the CCFD special tax election did not comply with the Charter and with applicable provisions of the California Constitution -- specifically Article XIIIA, section 4 (“Cities, Counties and special districts, by a two-thirds vote of the qualified electors of such district, may impose special taxes on such district….”) and Article XIIIC, section 2(d) (“No local government may impose, extend, or increase any special tax unless and until that tax is submitted to the electorate and approved by a two-thirds vote.”) -- because the electors in the CCFD election should have been the registered voters residing within the CCFD (the boundaries of which were coterminous with the boundaries of the City of San Diego).

As to the District, there were no registered voters within the District at the time of the election to authorize the Special Taxes. Significantly, the San Diego Court expressly stated that it

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was not addressing the validity of a landowner election to impose special taxes on property pursuant to the Act in situations where there are fewer than 12 registered voters. Therefore, by its terms, the San Diego Court’s holding does not apply to the special tax election in the District.

Moreover, Sections 53341 and 53359 of the Act establish a limited period of time in which special taxes levied under the Act may be challenged by a third party:
53341. Any action or proceeding to attack, review, set aside, void, or annul the levy of a special tax or an increase in a special tax pursuant to [the Act] shall be commenced within 30 days after the special tax is approved by the voters . . . . 53359. An action to determine the validity of bonds issued pursuant to [the Act] or the validity of any special taxes levied pursuant to [the Act] . . . shall . . . be commenced within 30 days after the voters approve the issuance of the bonds or the special tax . . . .

Landowner voters approved the Special Taxes and the issuance of bonds for the District in compliance with all applicable requirements of the Act on October 16, 2018. Therefore, pursuant to Sections 53341 and 53359 of the Act, the statute of limitations period to challenge the validity of the Special Tax has expired.

Because the San Diego Court expressly stated that it did not consider the facts presented by the District and because the period for challenging the Special Taxes has passed, the Authority believes the Special Taxes are valid and cannot be challenged.

Pandemic Diseases
In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. Pandemic diseases arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak.

Taxpayer assistance measures may include deferral of due dates of property taxes, which was an assistance program during the COVID-19 pandemic, and with or without a deferral some taxpayers may be unable to make their property and Special Tax payments. No assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Taxes. In addition, home values may be affected by a reduction in demand stemming from personal finances, or general widespread economic circumstances resulting from pandemic diseases.

Cyber Security
The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. The City’s technology department has conducted cybersecurity training, the uses spam filtering, routinely sends out e-mails to staff regarding cyber security in an attempt to keep staff informed of cyber security risks, and plans a more robust to be in place by mid-2022. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that

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any such attack will not materially impact the operations or finances of the City or the District, 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 County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent. No assurance can be given that the City, the District and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

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CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS Article XIIIA of the California Constitution, commonly known as “Proposition 13,” provides that each county will levy the maximum ad valorem property tax permitted by Proposition 13 and will distribute the proceeds to local agencies in accordance with an allocation formula based in part on pre-Proposition 13 ad valorem property tax rates levied by local agencies.

Article XIIIA limits the maximum ad valorem tax on real property to 1% of “full cash value,” which is defined as the County Assessor’s valuation of real property as shown on the 1975-76 tax bill under full cash value, or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment. The full cash value may be adjusted annually to reflect increases of no more than 2% per year or decreases in the consumer price index or comparable local data, or declining property value caused by damage, destruction or other factors.

Article XIIIA exempts from the 1% tax limitation any taxes to repay indebtedness approved by the voters prior to July 1, 1978, and requires a vote of two-thirds of the qualified electorate to impose Special Taxes or any additional ad valorem, sales, or transaction taxes on real property. In addition, Article XIIIA requires the approval of two-thirds of all members of the State Legislature to change any State laws resulting in increased tax revenues. On June 3, 1986, California voters approved an amendment to Article XIIIA of the California Constitution to allow local governments and school districts to raise their property tax rates above the constitutionally mandated 1% ceiling for the purpose of paying off certain new general obligation debt issued for the acquisition or improvement of real property and approved by two-thirds of the votes cast by the qualified electorate. If any such voter-approved debt is issued, it may be on a parity with the lien of the Special Tax on the parcels within the District.

State and local government agencies in the State, and the State itself are subject to annual appropriation limits, imposed by Article XIIIB of the State Constitution. Article XIIIB prohibits government agencies and the State from spending “appropriations subject to limitation” in excess of the appropriations limits imposed. “Appropriations subject to limitation” are authorizations to spend “proceeds of taxes,” which consist of tax revenues, certain state subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed the cost reasonably borne by such entity in providing the regulation, product or service. No limit is imposed on appropriations of funds which are not “proceeds of taxes” such as debt service on indebtedness existing or authorized before January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government, reasonable user charges or fees and certain other non-tax funds.

Articles XIIIC and Article XIIID similarly involve limitations on the ability of the State and local governments to impose taxes, fees and charges. See “SPECIAL RISK FACTORS – Voter Initiatives.”

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CONTINUING DISCLOSURE
The Authority, for and on behalf of the District, has covenanted for the benefit of owners of the Bonds to provide certain financial information and operating data relating to the District by not later than nine months after the end of the Authority’s fiscal year (presently June 30) in each year (the “Authority Annual Report”) commencing with its report for the 2025-26 fiscal year (due April 1, 2027) and to provide notices of the occurrence of certain enumerated events.

The Authority Annual Report and notices of listed events will be filed with the Municipal Securities Rulemaking Board via its EMMA website. The covenants of the Authority have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”). The specific nature of the information to be contained in the Authority Annual Report or the notices of listed events by the Authority is summarized in “APPENDIX D — Form of Continuing Disclosure Agreement.”
The Authority believes that for the past 5-year period it currently is in material compliance with all of its continuing disclosure undertakings. The Authority has engaged Goodwin Consulting Group to assist with the preparation and filing of its continuing disclosure reports, including as to the District, in order to ensure compliance with future continuing disclosure obligations. [[Verify no Merchant Builder Continuing Disclosure?]]

UNDERWRITING
The Bonds were purchased through negotiation by Hilltop Securities Inc., as underwriter (the “Underwriter”). The Underwriter agreed to purchase the Bonds at a price of $_________ (which is equal to the par amount of the Bonds, less a net original issue discount of $_________ and less the Underwriter’s discount of $_________). The initial public offering prices set forth on the cover page hereof may be changed by the Underwriter. The Underwriter may offer and sell the Bonds to certain dealers and others at a price lower than the public offering prices set forth on the cover page hereof.

MUNICIPAL ADVISOR
The Authority has retained Del Rio Advisors, LLC of Modesto, California, as municipal advisor (the “Municipal Advisor”) in connection with the offering of the Bonds. All financial and other information presented in this Official Statement has been provided by the Authority and others from their records. Unless otherwise footnoted, the Municipal Advisor takes no responsibility for the accuracy or completeness of the data provided by the Authority or others and has not undertaken to make an independent verification or does not assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The Municipal Advisor has assisted the Authority with the structure, timing and terms for the sale of the Bonds. The Municipal Advisor provides municipal advisory services only and does not engage in the underwriting, marketing, or trading of municipal securities or other negotiable instruments. The fee of the Municipal Advisor is contingent upon the successful closing of the Bonds.

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LEGAL OPINION
The validity of the Bonds and certain other legal matters are subject to the approving opinion of Jones Hall LLP, Bond Counsel. A complete copy of the proposed form of Bond Counsel opinion is set forth in “APPENDIX E – Form of Opinion of Bond Counsel,” and the final opinion will be made available to registered owners of the Bonds at the time of delivery. The fees of Bond Counsel are contingent upon the sale and delivery of the Bonds.

TAX MATTERS
In the opinion of Jones Hall LLP, San Mateo, 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 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. The District has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.

If the initial offering price to the public (excluding bond houses and brokers) at which a Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public (excluding bond houses and brokers) at which a Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium is disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such Bonds under federal individual and corporate alternative minimum taxes.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the Bond (said term being the shorter of the Bond’s maturity date or its call date). The amount

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of original issue premium amortized each year reduces the adjusted basis of the owner of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Bonds.

In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes.

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. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Bonds other than as expressly described above.

NO RATINGS
The Authority has not applied to a rating agency for the assignment of a rating to the Bonds and does not contemplate applying for a rating.

NO LITIGATION
At the time of delivery of and payment for the Bonds, the Authority Attorney will deliver his opinion that to the best of its knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency pending against the Authority affecting its existence or the titles of its officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Fiscal Agent Agreement or any action of the Authority contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the Authority or its authority with respect to the Bonds or any action of the Authority contemplated by any of said documents.

EXECUTION
The execution and delivery of this Official Statement by the Authority has been duly authorized by the Board on behalf of the District.

WEST PATTERSON FINANCING AUTHORITY
By:

Executive Director

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APPENDIX A

THE CITY OF PATTERSON AND STANISLAUS COUNTY DEMOGRAPHIC INFORMATION 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 Fiscal Agent Agreement.

The County is located approximately 90 minutes southeast from both the City of San Francisco and Silicon Valley, and is known as the heartland of California’s Central Valley. The City lies in the central area of the County.

The City is surrounded by agricultural land. With agriculture as its long time 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 markets itself as the apricot capital of the world. More recently light industrial and large warehouse development and uses along Interstate 5 have contributed overall growth in the area.

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.

Population
The following table lists population figures for the County and City for the last five calendar years for which data is available.

CITY OF PATTERSON, STANISLAUS COUNTY,

STATE OF CALIFORNIA
Population Estimates, as of January 1
2021 2022 2023 2024 2025
City of Patterson 23,796 24,221 24,492 24,977 25,868
Stanislaus County 551,722 549,272 548,423 553,614 555,765 State of California 39,369,530 39,179,680 39,228,444 39,420,663 39,529,101 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, 2024.

PRINCIPAL EMPLOYERS
City of Patterson
As of June 30, 2024
Employer
Number of
Employees
Patterson Joint Unified School District 867
CVS Caremaker Distribution Center 544
Amazon Fulfillment Center 541
Grainger Distribution Center 397
Walmart Supercenter 330
City of Patterson 264
Traina Foods 161
King’s Roofing 139
Restoration Hardware Distribution Center 95
Advanced Linen Service 84
Total – Top Ten 3,422
Total City-Wide Employment 11,000
Source: City of Patterson Annual Comprehensive Financial Report for Fiscal Year 2023-24.

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Employment and Industry
The unemployment rate in Stanislaus County was 7.4 percent in January 2026, up from a revised 6.8 percent in December 2025, and unchanged the year-ago estimate of 7.4 percent.

This compares with an unadjusted unemployment rate of 5.5 percent for California and 4.7 percent for the nation during the same period.

The table below provides information about employment by industry type for the MSA for calendar years 2020 through 2024.

MODESTO MSA, STANISLAUS COUNTY
Civilian Labor Force, Employment and Unemployment; Employment by Industry (Annual Averages)
March 2024 Benchmark
2020 2021 2022 2023 2024
Civilian Labor Force (1)(2) 244,300 243,000 245,100 249,300 253,600 Employment 217,900 222,900 231,700 233,600 236,200
Unemployment 26,400 20,100 13,300 15,700 17,500
Unemployment Rate 10.8% 8.3% 5.4% 6.3% 6.9%
Wage and Salary Employment: (3)
Agriculture 14,500 14,000 13,900 12,500 12,700
Mining, Logging and Construction 9,800 10,700 11,300 10,700 11,100 Manufacturing 5,900 5,600 5,600 5,500 5,700
Wholesale Trade 21,900 23,000 23,100 22,800 22,800
Retail Trade 9,000 9,100 10,100 10,700 10,200
Transportation, Warehousing, Utilities 800 800 800 800 700 Information 5,100 4,900 5,000 4,800 4,800
Finance Activities 15,100 15,400 15,200 14,600 14,400
Professional and Business Services 34,600 35,000 35,600 36,900 38,900 Educational and Health Services 15,800 18,200 20,500 20,900 20,600 Leisure and Hospitality 5,100 5,500 6,000 6,100 6,100
Other Services 900 700 700 700 700
Federal Government 2,100 2,000 2,100 2,200 2,300
State Government 25,900 25,700 27,000 28,300 29,600
Local Government 14,500 14,000 13,900 12,500 12,700
Total all Industries 187,700 192,600 199,900 201,000 203,900 (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) Columns may not sum to totals due to rounding.

Source: California Employment Development Department.

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The following tables list the major employers in the County as of April 2026.

STANISLAUS COUNTY
Major Employers
(As of April 2026)
Employer Name Location Industry
Amazon Fulfillment Ctr Patterson Mail Order Fulfillment Service Bartles & Jaymes Co Modesto Wineries (mfrs)
Behavioral Health & Recovery Modesto Mental Health Services Community Services Agency Modesto Government Offices-County Conagra Brands Inc Oakdale Food Products (whls)
Duarte Nursery Inc Hughson Nurserymen
E & J Gallo Winery Modesto Wineries (mfrs)
Emanuel Medical Ctr Turlock Hospitals
Flory Industries Inc Salida Farm Equipment-Manufacturers Foster Farms Turlock Poultry Processing Plants (mfrs)
Frito-Lay Inc Modesto Potato Chips Corn Chips/Snacks (mfrs) Health Services Agency Modesto Clinics
Macdonald Group At PMZ Real Modesto Real Estate
Memorial Medical Ctr Modesto Hospitals
Modesto Police Dept Modesto Police Departments
Pacific Southwest Contnr LLC Modesto Corrugated & Solid Fiber Boxes (mfrs) Patterson City Sheriff Ofc Modesto City Government-Executive Offices Stanislaus County Ofc of Edu Modesto Education Centers
Storer Coachways Modesto Buses-Charter & Rental
Sysco Central Ca-Food Distr Modesto Grocers-Wholesale
Temsa Turlock Nonclassified Establishments
Turlock Irrigation District Turlock Utility Contractors Walmart Modesto Department Stores
Walmart Supercenter Patterson Department Stores
Walmart Supercenter Ceres Department Stores
Source: State of California Employment Development Department; extracted from America’s Labor Market Information System Employer Database, 2026 1st Edition.

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Building Activity
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 2020 through 2024.

CITY OF PATTERSON
Building Permit Valuation
(Dollars in Thousands)
2020 2021 2022 2023 2024
Permit Valuation
New Single-family $22,943.8 $24,297.3 $35,964.2 $69,985.6 $111,233.5 New Multi-family 0.0 0.0 5,040.2 0.0 508.3
Res. Alterations/Additions 83.6 210.7 1,473.6 1,075.8 279.7 Total Residential 23,027.4 24,508.0 42,478.0 71,061.4 112,021.5 New Commercial 1,609.9 2,504.1 3,997.1 141.1 406.8
New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 888.0 1,616.0 4,209.2 1,323.4 16,976.0
Com Alterations/Additions 226.1 780.9 1,149.1 3,694.7 2,688.1 Total Nonresidential 2,724.0 4,901.0 9,355.4 5,159.2 20,070.9 New Dwelling Units
Single Family 98 86 84 188 300
Multiple Family 0 0 30 0 3
TOTAL 98 86 114 188 303
Source: Construction Industry Research Board, Building Permit Summary.

STANISLAUS COUNTY
Building Permit Valuation
(Dollars in Thousands)
Permit Valuation 2020 2021 2022 2023 2024
New Single-family $138,915.1 $165,543.8 $217,803.9 $270,120.0 $332,106.0 New Multi-family 18,152.6 17,992.0 12,867.1 6,394.3 5,795.2 Res. Alterations/Additions 31,153.3 27,562.7 40,236.7 35,460.9 54,574.9 Total Residential 188,221.0 211,098.5 270,907.7 311,975.2 392,476.1 New Commercial 665,798.9 167,721.6 131,558.5 165,228.6 61,778.7 New Industrial 17,429.8 14,000.0 120.0 1,442.0 13,273.6 New Other 30,371.3 34,862.0 54,393.4 112,108.4 131,391.6 Com. Alterations/Additions 68,270.3 47,614.7 155,867.6 141,622.9 138,101.1 Total Nonresidential 781,870.3 264,198.3 341,939.5 420,401.9 344,545.0 New Dwelling Units
Single Family 646 707 842 1,041 1,147
Multiple Family 110 80 109 85 47
TOTAL 756 787 951 1,126 1,194
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 the first two quarters of calendar year 2025 in the City of Patterson were reported to be $526,309,857, a 2.58% increase over the total taxable sales of $513,089,337 reported during the first two quarters of calendar year 2024.

CITY OF PATTERSON
Taxable Transactions
(Dollars In Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2020 305 $256,562 472 $570,363
2021 317 751,927 463 1,061,667
2022 329 721,555 489 1,083,523
2023 311 720,640 466 1,106,992
2024 293 672,592 467 1,061,507
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 the first two quarters of calendar year 2025 in the County were reported to be $6,148,488,824, a 0.19% decrease from the total taxable sales of $6,160,181,620 reported during the first two quarters of calendar year 2024.

STANISLAUS COUNTY
Taxable Transactions
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
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 8,691,722 13,158 13,020,438
2023 7,641 8,722,391 12,837 12,803,798
2024 7,715 8,652,761 13,068 12,560,940
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 2022 through 2026.

CITY OF PATTERSON, STANISLAUS COUNTY,

STATE OF CALIFORNIA
Effective Buying Income
As of January 1, 2022 through 2026
Year Area
Total Effective
Buying Income
(000’s Omitted)
Median Household
Effective Buying
Income
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
2024 City of Patterson $699,712 $83,083
Stanislaus County 15,843,489 71,567
California 1,510,708,521 80,973
United States 11,987,185,826 67,876
2025 City of Patterson $667,129 $79,220
Stanislaus County 15,349,499 69,398
California 1,557,429,767 82,725
United States 12,525,577,707 69,687
2026 City of Patterson $762,621 $93,517
Stanislaus County 17,785,999 79,993
California 1,730,654,738 90,403
United States 13,932,177,817 75,433
Source: Claritas, LLC.

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APPENDIX B

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

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APPENDIX C

THE APPRAISAL

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APPENDIX D

FORM OF CONTINUING DISCLOSURE AGREEMENT
This CONTINUING DISCLOSURE AGREEMENT (this “Disclosure Agreement”) is executed and delivered by the WEST PATTERSON FINANCING AUTHORITY (the “Authority”) in connection with the execution and delivery of its West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds Series 2026 (the “Bonds”). The Bonds are being executed and delivered pursuant to a Fiscal Agent Agreement, dated as of ________, 2026 (the “Fiscal Agent Agreement”) by and between the Authority and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”).

The Authority covenants and agrees as follows:

Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by 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 (defined below).

Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Agreement 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 Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Annual Report Date” means the date that is nine months after the end of the Authority’s fiscal year (currently April 1 based on the Authority’s fiscal year end of June 30). “Dissemination Agent” means Goodwin Consulting Group, Inc., or any successor Dissemination Agent designated in writing by the Authority and which has filed with the Authority a written acceptance of such designation.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Agreement.
“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 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” shall mean any of the original underwriters 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.

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Section 3. Provision of Annual Reports.
(a) The Authority shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing April 1, 2027, with the report for the 2025-26 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 Agreement. Not later than 15 Business Days prior to the Annual Report Date, the Authority shall provide the Annual Report to the Dissemination Agent (if other than the Authority). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the Authority) has not received a copy of the Annual Report, the Dissemination Agent shall contact the Authority to determine if the Authority 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 Agreement; provided that the audited financial statements of 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 Authority’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 Authority 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 Authority hereunder. (b) If the Authority does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the Authority shall provide (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in the form required by the MSRB.
(c) With respect to each Annual Report, the Dissemination Agent shall:
(i) determine prior to each 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 Authority , file a report with the Authority certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided.

Section 4. Content of Annual Reports. The Authority’s Annual Report shall contain or incorporate by reference the following:
(a) The Authority’s audited financial statements 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 the Authority’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.
(b) The following information:
(i) Principal amount of all outstanding bonds of the District. (ii) Balance in the Improvement Fund.

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(iii) Balance in debt service reserve fund, and statement of the reserve fund requirement. Statement of projected reserve fund draw, if any. (iv) Balance in other funds and accounts held by Issuer or fiscal agent related to the Bonds.
(v) Additional debt authorized by the Authority and payable from or secured by assessments or special taxes with respect to property within the District. (vi) The Special Tax levy, the delinquency rate, total amount of delinquencies, number of parcels delinquent in payment for the five most recent fiscal years. (vii) 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. Identity of each delinquent taxpayer responsible for 5 percent or more of total special tax/assessment levied, and the following information: 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.
(viii) Most recently available total assessed value of all parcels subject to the special tax or assessment.
(ix) List of landowners and assessor’s parcel number of parcels subject to 20 percent or more of the Special Tax levy including the following information: development status to the extent shown in Authority records, land use classification, assessed value (land and improvements).
(c) In addition to any of the information expressly required to be provided under this Disclosure Agreement, the Authority 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.
(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 Authority 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 Authority shall clearly identify each such other document so included by reference.

Section 5. Reporting of Significant Events.
(a) The Authority 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.

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(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 Authority or an obligated person, or the sale of all or substantially all of the assets of the Authority 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. (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 Authority, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Authority, any of which affect security holders, if material (for the definition of “financial obligation,” see clause (e) below).
(16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Authority, any of which reflect financial difficulties (for the definition of “financial obligation,” see clause (e) below).
(b) Whenever the Authority obtains knowledge of the occurrence of a Listed Event, the Authority shall, or shall cause the Dissemination Agent (if not the Authority) 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 Bond holders. (c) The Authority acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a Bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds. The Authority 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 it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the Authority obtains knowledge of the occurrence of any of these Listed Events, the Authority will as soon as possible determine if such event would be material under applicable federal securities law. If such event is

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determined to be material, the Authority will cause a notice to be filed as set forth in paragraph (b) above.
(d) For purposes of this Disclosure Agreement, 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 Authority 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 Authority, 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 Authority. (e) For purposes of Section 5(a)(15) and 5(a)(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 Municipal Securities Rulemaking Board consistent with the Rule.

Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB pursuant to this Disclosure Agreement shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation. The Authority’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Authority shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

Section 8. Dissemination Agent. The Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the Authority.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Authority may amend this Disclosure Agreement, and any provision of this Disclosure Agreement 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

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(c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement 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 Agreement 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 Authority 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(b).

Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or 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 Agreement. If the Authority 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 Agreement, the Authority shall have no obligation under this Disclosure Agreement 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 Authority fails to comply with any provision of this Disclosure Agreement, 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 Authority to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the Authority to comply with this Disclosure Agreement 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 Agreement, and the Authority 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

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misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the Authority hereunder, and shall not be deemed to be acting in any fiduciary capacity for the Authority, the Bond holders or any other party. The obligations of the Authority 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 Authority 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 Agreement shall inure solely to the benefit of the Authority, 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.

Section 14. Counterparts. This Disclosure Agreement 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.

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IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Certificate as of the date first above written.

WEST PATTERSON FINANCING
AUTHORITY, for and on behalf of West
Patterson Financing Authority Community
Facilities District No. 2022-2 (Baldwin
Ranch Infrastructure)
By:

Authorized Officer
GOODWIN CONSULTING GROUP, INC.,
as Dissemination Agent
By:

Authorized Officer

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APPENDIX E

FORM OF OPINION OF BOND COUNSEL
________________, 2026
Board of Directors
West Patterson Financing Authority
1 Plaza
Patterson, California 95363
OPINION: $____________ West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure)
Special Tax Bonds, Series 2026
Members of the Board:

We have acted as bond counsel to the West Patterson Financing Authority (the “Authority”) in connection with the issuance by the Authority of its $____________ West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds, Series 2026 (the “Bonds”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, constituting Section 53311, et seq. of the California Government Code (the “Act”) and a Fiscal Agent Agreement dated as of ________, 2026 (the “Fiscal Agent Agreement”) by and between the Authority, for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure), and U.S. Bank Trust Company, National Association, as successor fiscal agent.

We have examined the law 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 Fiscal Agent Agreement, 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 the foregoing, we are of the opinion, under existing law, as follows:

1. The Authority is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds (the “Resolution”), enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein, and issue the Bonds.

2. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding limited obligations of the Authority, payable solely from the sources provided therefor in the Fiscal Agent Agreement.

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3. The Fiscal Agent Agreement has been duly entered into by the Authority and constitutes a valid and binding obligation of the Authority enforceable upon the Authority.

4. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement.

5. The 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. The opinions set forth in the preceding sentence are subject to the condition that the Authority comply with all requirements of the Internal Revenue Code of 1986 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 has 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.

6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.

Interest on the Bonds may be subject to the corporate alternative minimum tax. 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.

The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subject to 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. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or any court; rather, our opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,

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APPENDIX F

DTC AND THE BOOK-ENTRY SYSTEM
Book-Entry System
DTC will act as securities depository for the Bonds. The Bonds will be issued as fullyregistered bonds registered in the name of Cede & Co. (DTC’s partnership nominee). One fully-registered Bond will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC 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 securities that its participants (the “Participants”) deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. “Direct Participants” include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.

Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.

Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less than all of the bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of

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each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to an 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 the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, mandatory redemption and interest payments on the Bonds will be made to DTC. DTC’s practice is to credit Direct Participants’ accounts on payment dates in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on the date payable. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Fiscal Agent or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Authority or the Fiscal Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be responsibility of Direct and Indirect Participants.

The Authority cannot and does not give any assurances that DTC, DTC Participants or others will distribute payments of principal, interest or premium with respect to the Bonds paid to DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. The Authority is not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds or an error or delay relating thereto.

The foregoing description of 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 interests in such 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.

Discontinuance of Book-Entry System
DTC may discontinue providing its services with respect to the Bonds at any time by giving notice to the Fiscal Agent and discharging its responsibilities with respect thereto under applicable law or the Authority may terminate participation in the system of book-entry transfers through DTC or any other securities depository at any time. In the event that the book-entry system is discontinued, the Authority will execute, and the Fiscal Agent will authenticate and make available for delivery, replacement Bonds in the form of registered bonds. In addition, the principal of and redemption premium, if any, on the Bonds will be payable as set forth in the Fiscal Agent Agreement and summarized in the Official Statement under the caption “THE BONDS – Description of the Bonds.” Bonds will be transferable and exchangeable on the terms and conditions provided in the Fiscal Agent Agreement and summarized in the Official Statement under the caption “THE BONDS – Transfer or Exchange of Bonds.”

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BOND PURCHASE AGREEMENT
$_____________

WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2022-2
(BALDWIN RANCH INFRASTRUCTURE)

SPECIAL TAX BONDS
SERIES 2026
[BPA Date]
West Patterson Financing Authority
1 Plaza
P.O. Box 667
Patterson, California 95363
Ladies and Gentlemen:

The undersigned, Hilltop Securities Inc. (the “Underwriter”) offers to enter into the following agreement (this “Bond Purchase Agreement”) with the West Patterson Financing Authority (the “Authority”) acting for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) (the “Community Facilities District”), which, upon the acceptance by the Authority of this offer, will be binding upon the Authority and the Underwriter. This offer is made subject to the Authority’s written acceptance hereof on or before 11:59 p.m. Pacific time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. Terms not otherwise defined in this Bond Purchase Agreement shall have the same meanings set forth in the Fiscal Agent Agreement (as defined herein) or in the Official Statement (as defined herein).

1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations and agreements set forth herein, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriter, all, but not less than all, of the West Patterson Financing Authority Community Facilities District No. 2022- 2 (Baldwin Ranch Infrastructure) Special Tax Bonds, Series 2026 (the “Bonds”).

The principal amount of the Bonds to be issued, the dated date therefor, the maturities, redemption provisions and interest rates per annum are set forth in Exhibit A hereto and as further described in the Official Statement. The Bonds shall be as described in and shall be issued and secured under and pursuant to the provisions of a Fiscal Agent Agreement dated as of ______ 1, 2026 (the “Fiscal Agent Agreement”) by and between the Authority and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). The Bonds are being issued pursuant to the Fiscal Agent Agreement and the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”).

The Underwriter has agreed to purchase all (but not less than all) of the Bonds from the Authority at a purchase price of $_______ (being 100% of the aggregate principal amount thereof, plus a net original issue premium of $______ and less an Underwriter’s discount of $______).

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The Bonds are being issued to (i) construct and/or acquire certain public facilities authorized to be financed by the Community Facilities District, (ii) provide for the establishment of a reserve account, and (iii) pay the costs of issuing the Bonds.

2. Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds at a price not to exceed the public offering price set forth on the inside cover of the Official Statement and as set forth in Exhibit A. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering price stated on the cover of the Official Statement. The Underwriter shall indemnify and hold harmless the Authority and its members, officers, directors, employees, agents and attorneys against any and all claims, damages, liabilities, costs and expenses (including fees and disbursements of counsel) incurred by them or any of them, which arise out of a breach by the Underwriter of the representations and warranties contained in this paragraph.

The Underwriter has been duly authorized to execute this Bond Purchase Agreement and to act hereunder. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Authority acknowledges and agrees that (i) the transaction contemplated by this Bond Purchase Agreement is an arm’s length, commercial transaction between the Authority and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Authority; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Authority with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (iii) the Underwriter is acting solely in its capacity as Underwriter for its own account; (iv) the only contractual obligations the Underwriter has to the Authority with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; (v) the Underwriter has financial and other interests that differ from those of the Authority; and (vi) the Authority has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. Nothing in the foregoing paragraph is intended to limit the Underwriter’s obligations of fair dealing under MSRB Rule G-17 of the MSRB.

3. The Official Statement.
(a) The Authority hereby ratifies, confirms and approves of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement relating to the Bonds, dated [POS Date] (including the cover page and all appendices thereto, the “Preliminary Official Statement”). The Authority hereby confirms that the Authority has deemed final the Preliminary Official Statement for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”). The Authority hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements as have been approved by the Authority and the Underwriter, the “Official Statement”) in such quantity as the Underwriter shall request in order to permit the Underwriter to comply with Rule 15c2-12. The Authority hereby approves of the use and distribution by the Underwriter of the Official Statement in connection with the offer and sale of the Bonds.
(b) The Underwriter hereby agrees to file the Official Statement with the MSRB.

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4. Representations and Agreements of the Authority. The Authority hereby represents to and agrees with the Underwriter that:
(a) The Authority is duly organized and validly existing as a joint powers authority under the laws of the State of California and has duly authorized the formation of the Community Facilities District pursuant to the Resolution of Formation (the “Resolution of Formation”) and the Act and the Board of Directors of the Authority (the “Board of Directors”), acting as the legislative body of the Community Facilities District, has duly adopted the District Resolutions (defined herein) and has caused to be recorded in the real property records of the County of Stanislaus a Notice of Special Tax Lien for the Community Facilities District (the “Notice of Special Tax Lien”) (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”) and each of the Formation Documents remains in full force and effect as of the date hereof and the Authority has full power and authority to adopt on _______, 2026 its resolution authorizing the issuance of the Bonds (the “Resolution” and together with the “Resolution of Formation” the “District Resolutions”) and to enter into and to perform its obligations under the Fiscal Agent Agreement, the Continuing Disclosure Agreement and this Bond Purchase Agreement (collectively, the “Authority Documents”); and when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against joint powers agencies in the State of California; (b) By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has approved and authorized the distribution of the Preliminary Official Statement and the Official Statement and authorized and approved the execution and delivery of the Authority Documents and the consummation by the Authority of the transactions contemplated thereby;
(c) To the knowledge of the Authority, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body pending against the Authority seeking to restrain or enjoin the sale or issuance of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the sale thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Authority Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the existence or powers of the Authority relating to the sale of the Bonds; (d) To the knowledge of the Authority, the statements and information relating to the Authority and the Community Facilities District contained in the Preliminary Official Statement, as of the date thereof, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect; (e) To the knowledge of the Authority, the statements and information relating to the Authority and the Community Facilities District contained in the Official Statement are true and correct in all material respects, and the information relating to the Authority and the Community Facilities District contained in the Official Statement does not contain an untrue statement of a

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material fact or omit any statement or information relating to the Authority and the Community Facilities District which is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; (f) The Special Tax has been duly and lawfully authorized and may be levied under the Act, the State Constitution and the applicable laws of the State; (g) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter, at the expense of the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (h) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues and the moneys in the Special Tax Fund, the Bond Fund and the Reserve Fund and any accounts therein established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein; (i) To the knowledge of the Authority, the execution and delivery by the Authority of the Authority Documents and compliance with the provisions on the Authority's part contained therein will not conflict with or constitute a material breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Authority Documents;
(j) If before the earlier of the date 25 days from the “end of the underwriting period” (as defined in Rule 15c2-12) or the date all of the Bonds are sold (which the Authority may assume is the Closing Date unless otherwise informed in writing by the Underwriter), an event occurs which, in the reasonable opinion of the Underwriter or its counsel, might or would cause the information contained in the Official Statement as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the Authority, if requested by the Underwriter, will cooperate in amending or supplementing the Official Statement in a form and in a manner approved by the Underwriter;
(k) During the period described in the preceding paragraph, (i) the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing and (ii) if any event relating to or affecting the Authority shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to

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make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the Bonds, the Authority will cooperate with the Underwriter to prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser of the Bonds, not misleading;
(l) Based on a review of its prior undertakings, and except as otherwise disclosed in the Preliminary Official Statement and Official Statement, within the last five years, the Authority has not failed to comply in all material respects with any reporting obligation that it has undertaken under Rule 15c2-12 for any indebtedness issued by the Authority; and (m) The execution and delivery of this Bond Purchase Agreement by the Authority shall constitute a representation by the Authority to the Underwriter that the representations and agreements contained in this Section are true as of the date hereof; provided, however, that as to all matters of law the Authority is relying on the advice of bond counsel to the Authority; and provided further, that no member, director, officer, agent or employee of the Authority shall be individually liable for the breach of any representation, warranty or agreement contained herein.

5. Closing. At 8:00 a.m., California time, on [Closing Date], (the “Closing Date”) or at such other time and date as shall have been mutually agreed upon by the Authority and the Underwriter (the “Closing”), the Authority will, subject to the terms and conditions hereof, deliver to the Underwriter the Bonds in definitive fully registered form, bearing CUSIP numbers without coupons, with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., as nominee of DTC, and subject to the terms and conditions hereof and as provided in the Fiscal Agent Agreement, the Underwriter will accept such delivery and pay the purchase price of the Bonds by wire transfer to the Fiscal Agent payable in immediately available Federal funds. The Bonds shall be made available for inspection by the Underwriter at least one business day before the Closing.

6. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations and agreements of the Authority contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Authority of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the Authority of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter:
(a) The Authority shall be in compliance with each of the agreements made by it in this Bond Purchase Agreement (unless such agreements are waived by the Underwriter); and there shall not have occurred an adverse change in the financial position, results of operations or financial condition of the Authority or the Community Facilities District that materially adversely affects the ability of the Authority to levy the Special Taxes, to pay principal and interest on the Bonds when due or otherwise perform any of its obligations under the Fiscal Agent Agreement;

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(b) The Authority Documents shall be in full force and effect, and shall not have been amended, modified or supplemented in any material respect from the forms of such documents which have been provided to the Underwriter as of the date hereof (except as may be agreed to by the Underwriter); and the Authority shall perform or shall have performed its obligations required under or specified in this Bond Purchase Agreement to be performed at or prior to the Closing; (c) At the time of the Closing, the Official Statement (as amended and supplemented) shall be true and correct in all material respects, and shall not contain any untrue statement of a material fact or omit any statement or information necessary to make the statements therein, in the light of circumstances under which they were made, not misleading; (d) Except as disclosed in the Official Statement, no decision, ruling or finding shall have been entered by any court or governmental entity since the date of this Bond Purchase Agreement (and not reversed on appeal or otherwise set aside) which in the reasonable opinion of the Underwriter materially adversely affects the market for the Bonds; (e) (i) No default by the Authority shall have occurred and be continuing in the payment of the principal of or premium, if any, or interest on any bond, note or other evidence of indebtedness issued by the Authority, and (ii) no bankruptcy, insolvency or other similar proceeding in respect of the Authority shall be pending nor to the knowledge of the Authority, contemplated; (f) At or prior to the Closing, the Underwriter shall receive the following documents:
(1) Bond Counsel Opinion. The opinion of Jones Hall LLP (“Bond Counsel”), dated the Closing Date, in substantially the form included in the Official Statement as Appendix E, addressed to the Authority.
(2) Supplemental Opinion. A supplemental opinion of Bond Counsel, substantially in the form attached hereto as Exhibit B. (3) Letter of Disclosure Counsel. A letter, dated the Closing Date and addressed to the Underwriter and the Authority, of Jones Hall LLP, acting as Disclosure Counsel, to the effect that no facts have come to the attention of the attorneys in such firm rending legal services in connection with the Bonds that cause them to believe that the Official Statement, as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statement made therein, in light of the circumstances under which they were made, not misleading. (4) Opinion of Authority Counsel. An opinion of counsel to the Authority, in form and substance satisfactory to the Underwriter dated the Closing Date, addressed to the Underwriter, substantially to the effect that:
(i) to the best of their knowledge and except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending with respect to which the Authority has been served with process is otherwise known to be threatened which would materially adversely affect the ability of the Authority to perform its obligations under the Bonds, the Formation Documents or the Authority Documents, or seeking to restrain or to enjoin the issuance, sale or delivery of the

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Bonds or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Formation Documents or the Authority Documents or the accuracy of the Official Statement, or any action of the Authority contemplated by any of said documents;
(ii) the Authority is duly organized and validly existing as a joint powers authority under the laws of the State and the Community Facilities District is duly organized and validly existing as a community facilities district under the laws of the State, and the Authority has full legal right, power and authority to perform all of its obligations under the Formation Documents and the Authority Documents; (iii) the Board of Directors has duly and validly adopted the District Resolutions at meetings of the Board of Directors which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the District Resolutions are now in full force and effect; and
(iv) the Authority has duly authorized the Authority Documents and has duly authorized the preparation and delivery of the Official Statement and the Authority Documents constitute legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms, subject to bankruptcy , insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought and to the limitation on legal remedies against public agencies in the State.
(5) Closing Certificate of Authority. A certificate of the Authority, dated the date of the Closing, signed on behalf of the Authority by a duly authorized representative of the Authority to the effect that, (i) the representations contained in Section 4 of this Bond Purchase Agreement are true and correct in all material respects as of the Closing Date; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement or the date hereof affecting such matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect; and (iii) the Authority has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Formation Documents and the Authority Documents at or prior to the Closing.
(6) 15c2-12 Certificate. A certificate, dated the date of the Preliminary Official Statement, from the Authority deeming the Preliminary Official Statement final for purposes of the Rule.
(7) Certificate of Fiscal Agent. A certificate, dated the Closing Date, signed by a duly authorized officer of the Fiscal Agent, to the effect that (i) the Fiscal Agent is a national banking association, duly organized and validly existing and in good standing under the laws of the United States, having full power and being qualified to enter, accept and administer the trust created under the Fiscal Agent Agreement and, (ii) all approvals, consents and orders of

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any governmental authority or agency having jurisdiction in the matter that would constitute a condition precedent to the performance by the Fiscal Agent of its duties and obligations under the Fiscal Agent Agreement have been obtained and are in full force and effect, and (iii) the acceptance of the duties and obligations of the Fiscal Agent under the Fiscal Agent Agreement and the consummation of the transactions on the part of the Fiscal Agent contemplated therein, and the compliance by the Fiscal Agent with the terms, conditions and provisions thereof do not contravene any provisions of applicable law of regulation or any order or decree, writ or injunction of the Articles of Incorporation or Bylaws of the Fiscal Agent, and, to the best of such officer’s knowledge, will not require the consent under, or result in a beach of or default under, any resolution, agreement or other instrument to which the Fiscal Agent is a party or by which it may be bound. (8) Opinion of Counsel to Fiscal Agent. An opinion of counsel to the Fiscal Agent, dated the Closing Date, addressed to the Underwriter and the Authority, to the effect that (i) the Fiscal Agent is duly organized and validly existing under the laws of the United States, having full power and being qualified to enter into, accept and agree to the provisions of the Fiscal Agent Agreement and (ii) the Fiscal Agent Agreement has been duly authorized, executed and delivered by the Fiscal Agent and, assuming due authorization, execution and delivery by the other respective parties thereto, constitute the valid and binding obligations of the Fiscal Agent enforceable in accordance with its respective terms, subject to laws relating to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, to the application of equitable principles and to the exercise of judicial discretion in appropriate cases.
(9) Resolution. A certified copy of the Resolution.
(10) Legal Documents. A copy of each of the Authority Documents and the Official Statement, duly executed and delivered by the respective parties thereto. (11) Tax Certificate. A Certificate as to Arbitrage and Tax Compliance Procedures of the Authority, in form satisfactory to Bond Counsel. (12) Certificate of Goodwin Consulting Group, Inc. A certificate dated the Closing Date from Goodwin Consulting Group, Inc. to the effect that (i) the Special Tax, if collected on the property within the Community Facilities District as identified in, and in the maximum amounts permitted pursuant to the Rate and Method of Apportionment of Special Taxes, as of the Closing Date would generate at least 110% of the maximum annual debt service payable with respect to the Bonds, based on such assumptions and qualifications as shall be acceptable to the Underwriter, and (ii) all information supplied by it for use in the Preliminary Official Statement, as of its date, and the Official Statement, as of its date and the date of the Closing, is true and correct.
(13) Appraisal Report and Certificate. (i) The final appraisal report (the “Appraisal Report”) of Integra Realty Resources (the “Appraiser”) setting forth appraised values of land and improvements within the Community Facilities District at not less than the appraised values set forth in the Official Statement, and (ii) a certificate of the Appraiser in substantially the form of Exhibit C hereto, dated the Closing Date and addressed to the Underwriter and the Authority.

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(14) Underwriter’s Counsel Opinion. An opinion of Kutak Rock LLP, counsel for the Underwriter (“Underwriter’s Counsel”), dated the date of the Closing, addressed to the Underwriter in form and substance acceptable to the Underwriter. (15) CDIAC Statements. Copies of the Notices of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the California Government Code and Section 8855(g) of the California Government Code. (16) Lennar Homes Certificates. A certificate from Lennar Homes of California, LLC, a California limited liability company (“Lennar Homes”), dated the date of the Preliminary Official Statement, in a form acceptable to Bond Counsel and the Underwriter, that the information in the Preliminary Official Statement relating to Lennar Homes does not contain any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and a certificate of Lennar Homes dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter, that the information in the Official Statement relating to Lennar Homes, did not, as of the date of the Official Statement, and as of the Closing Date, does not contain any untrue statement of a material fact, and did not, as of the date of the Official Statement, and as of the Closing Date, does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(17) D.R. Horton Certificates. A certificate from D.R. Horton Bay, LLC, a Delaware limited liability company (“D.R. Horton”), dated the date of the Preliminary Official Statement, in a form acceptable to Bond Counsel and the Underwriter, that the information in the Preliminary Official Statement relating to D.R. Horton does not contain any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and a certificate of D.R. Horton dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter, that the information in the Official Statement relating to D.R. Horton, did not, as of the date of the Official Statement, and as of the Closing Date, does not contain any untrue statement of a material fact, and did not, as of the date of the Official Statement, and as of the Closing Date, does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (18) Other Items Requested by Counsel. Such additional certificates, instruments and other documents as the Underwriter or its counsel, or Bond Counsel, may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing of the representations of the Authority under this Bond Purchase Agreement and the due performance or satisfaction by the Authority at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Authority.

7. Condition to the Obligations of the Authority.
(a) The Fiscal Agent Agreement, the Continuing Disclosure Agreement and this Bond Purchase Agreement shall have been executed and delivered by the other parties thereto.

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(b) No order, decree, injunction, ruling or regulation of any court, regulatory agency, public board or body shall have been issued nor shall any legislation have been enacted with the purpose of effect, directly or indirectly, of prohibiting the offering, sale or issuance of the Bonds as contemplated hereby or by the Official Statement.
(c) The Underwriter shall provide information to which it has access in its ordinary course of business that is requested by the Authority for purposes of its compliance with California Government Code Section 8855.
(d) As of the Closing Date, Bond Counsel shall have delivered the opinions referred to in Section 6(f)(1) and 6(f)(2) hereof and Disclosure Counsel shall have delivered the letter referred to in Section 6(f)(3), all dated as of the Closing Date

8. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if, between the date of this Bond Purchase Agreement and the Closing, the market price or marketability of the Bonds shall be materially adversely affected, in the reasonable judgment of the Underwriter, by the occurrence of any of the following:
(a) Legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the Legislature of the State or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation or State income taxation upon interest received on obligations of the general character of the Bonds or, with respect to state taxation, of the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences or State income tax consequences of any of the transactions contemplated herein;
(b) Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; (c) Any state Blue Sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto;

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(d) A general suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange, the establishment of minimum prices on either such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; (e) The New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, Underwriter; (f) Any amendment to the federal or State Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the Authority, its property, income, securities (or interest thereon), or the validity or enforceability of the Special Taxes to pay principal of and interest on the Bonds; (g) Any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) There shall have occurred any materially adverse change in the affairs or financial condition of the Authority or the Community Facilities District; (i) The United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency or there shall have occurred any other outbreak or escalation of hostilities;
(j) There shall have occurred any national or international calamity or crisis in the financial markets of the United States;
(k) Any fact or event shall exist or have existed that, in the Underwriter’s reasonable judgment, requires or has required an amendment of or supplement to the Official Statement; (l) A material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or
(m) The purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission.

9. Expenses. The costs and expenses incurred by the parties hereto with respect to the Bonds and the proceedings for the sale and issuance thereof shall be paid as follows:
(a) Authority. The Authority acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. The Authority shall pay or cause to be paid (but solely from the proceeds of the Bonds and not otherwise) the expenses incident to the performance of the obligations of the Authority hereunder, including but not limited to:

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(1) the cost of preparation and printing of the Preliminary Official Statement and the final Official Statement in reasonable quantities and all other documents (other than as set forth in subsection (b) below) prepared in connection with the transactions contemplated hereby;
(2) the fees and disbursements of the Fiscal Agent and counsel to the Fiscal Agent, the Municipal Advisor, the Appraiser, the special tax consultant and the administrative fee of the City of Patterson in connection with the issuance of the Bonds; (3) the fees and disbursements of Bond Counsel and any other experts or consultants retained by the Authority in connection with the transactions contemplated hereby;
(4) the fees and expenses of Disclosure Counsel in connection with its preparation of the Preliminary Official Statement and the Official Statement and the rendering of its disclosure counsel letter; and
(5) the Authority shall also pay for any expenses (solely by means of its being included in the expense component of the Underwriter’s discount) incurred by the Underwriters which are incidental to implementing this Bond Purchase Agreement and the issuance of the Bonds, including, but not limited to meals, transportation and lodging, if any, and any other miscellaneous closing costs.
(b) Underwriter. The Underwriter shall pay:
(1) the cost of preparation and printing of Blue Sky and Legal Investment Memoranda if any, to be used by it;
(2) the fees and disbursements of Underwriter’s Counsel; (3) all advertising expenses in connection with the public offering of the Bonds and the cost of obtaining the CUSIP numbers for the Bonds.; and (4) California Debt and Investment Advisory Commission fees.

10. Establishment of Issue Price.
(a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) Except as otherwise set forth in Exhibit A attached hereto, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells

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the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Bond Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”).

So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(A) the close of the fifth (5th) business day after the sale date; or (B) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,

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(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or brokerdealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The Authority acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offeringprice rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
a. “public” means any person other than an underwriter or a related party;
b. “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial

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sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public); c. a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
d. “sale date” means the date of execution of this Bond Purchase Agreement by the Authority and Underwriter.

11. Notices. Any notice or other communication to be given under this Bond Purchase Agreement to the Authority or the Underwriter may be given by delivering the same in writing at the addresses set forth below:

If to the Authority: West Patterson Financing Authority 1 Plaza
P.O. Box 667
Patterson, California 95363
Attention: Finance Director
If to the Underwriter: Hilltop Securities Inc.
777 South Highway 101, Suite 104
Solana Beach, California 92075
Attention: Public Finance

12. Entire Agreement. This Bond Purchase Agreement, when accepted by the Authority, shall constitute the entire agreement between the Authority and the Underwriter and is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder by virtue hereof.

All the Authority’s representations, warranties and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Bond Purchase Agreement.

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

14. Reliance on Representations. The Authority hereby acknowledges that the Underwriter, in executing this Bond Purchase Agreement and in paying for the Bonds as provided herein, is relying upon the representations of the Authority set forth herein.

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15. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Bond Purchase Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

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16. State of California Law Governs. The validity, interpretation and performance of this Bond Purchase Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California.

Very truly yours,
HILLTOP SECURITIES INC.

By:

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

WEST PATTERSON FINANCING

AUTHORITY
By:

Authorized Officer
Time of Execution: _____________ California time
[EXECUTION PAGE OF BOND PURCHASE AGREEMENT - WEST PATTERSON FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2022-2 (BALDWIN RANCH INFRASTRUCTURE) SPECIAL TAX BONDS, SERIES 2026]

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EXHIBIT A
$_____________

WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2022-2
(BALDWIN RANCH INFRASTRUCTURE)

SPECIAL TAX BONDS
SERIES 2026

MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-TheOfferingPrice Rule
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
20__(T)
20__(T)
20__(T)
20__(T)
_________________
(T) Term Bond.
(C) Priced to optional call at [par] on September 1, 20__. * At the time of execution of this Bond Purchase Agreement and assuming orders are confirmed immediately after the execution of this Bond Purchase Agreement.

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EXHIBIT B

FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
[Closing Date]
West Patterson Financing Authority
1 Plaza
P.O. Box 667
Patterson, California 95363
Hilltop Securities Inc.
2533 South Coast Highway 101, Suite 210
Cardiff by the Sea, CA 92007
Supplemental Opinion: $_____________ West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds, Series 2026
Members of the Board of Directors:

We have acted as bond counsel in connection with the issuance by the West Patterson Financing Authority (the “Authority”) of its $_____________ aggregate principal amount of West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds, Series 2026 (the “Bonds”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), a Fiscal Agent Agreement dated as of _______ 1, 2026 (the “Fiscal Agent Agreement), between the Authority, for and on behalf of West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) (the “District”), and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”) and Resolution No. ____, adopted by the Board of Directors of the Authority on _______, 2026 (the “Resolution”).

In connection with this opinion, we have examined the law, the Fiscal Agent Agreement, the Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”) by and between the Authority and Hilltop Securities Inc., as underwriter for the Bonds (the “Underwriter”), the Official Statement dated [BPA Date] relating to the Bonds (the “Official Statement”), and such other documents, certifications, and opinions as we have considered necessary to render the opinions set forth herein. As to questions of fact material to our opinion, we have relied upon representations of the Authority contained in the Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation.

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

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1. The Purchase Agreement has been duly authorized, executed and delivered by the Authority, and, assuming such agreement constitutes a valid and binding obligation of the Underwriter, constitutes a legally valid and binding agreement of the Authority enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s rights or remedies and is subject to general principles of equity and to the exercise of judicial discretion in appropriate cases.

2. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

3. The information contained in the Official Statement on the cover and under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” and “TAX MATTERS,” and in Appendix E thereof, is accurate insofar as such information purports to summarize or replicate certain provisions of the Act, the Bonds, the Fiscal Agent Agreement, and our opinion regarding the exclusion from gross income for federal income tax purposes and exemption from California personal income taxes of interest on the Bonds.

Respectfully submitted,

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EXHIBIT C

WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2022-2
(BALDWIN RANCH INFRASTRUCTURE)
SPECIAL TAX BONDS SERIES 2026

CERTIFICATE OF APPRAISER
Hilltop Securities Inc.

Cardiff by the Sea, California
West Patterson Financing Authority
Patterson, California
The undersigned hereby states and certifies:

1. That he is an authorized principal of Integra Realty Resources (the “Appraiser”) and as such is familiar with the facts herein certified and is authorized and qualified to certify the same.

2. That the Appraiser has prepared an appraisal report dated _______, 2026 (the “Appraisal Report”) on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) (the “Community Facilities District”) and in connection with the Preliminary Official Statement dated [POS Date] (the “Preliminary Official Statement”) and the Official Statement dated [BPA Date] (“Official Statement”), for the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure) Special Tax Bonds, Series 2026 (the “Bonds”).

3. That the Appraiser hereby consents to the reproduction and use of the Appraisal Report appended to the Preliminary Official Statement and the Official Statement. The Appraiser also consents to the references to the Appraiser and the Appraisal Report made in the Preliminary Official Statement and the Official Statement.

4. In the opinion of the Appraiser the assumptions made in the Appraisal Report are reasonable.

5. That the Preliminary Official Statement and the Official Statement have been reviewed on behalf of the Appraiser and to the best knowledge of the Appraiser the statements concerning the Appraisal Report, and the value of the property in the Community Facilities District contained under the captions “SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT – The Appraisal,” and “APPENDIX C - THE APPRAISAL,” and the information in Table 1, Table 2, and the footnotes thereto referenced as provided by the Appraiser or from the Appraisal Report, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

6. Each of the parcels appraised by the Appraiser is encompassed within the Community Facilities District as set forth in the boundary map of the Community Facilities District.

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7. That, as of the date of the Preliminary Official Statement, as of the date of the Official Statement and as of the date hereof, the Appraisal Report appended to the Preliminary Official Statement and the Official Statement, respectively, to the best of my knowledge and belief, and subject to all of the Limiting Conditions and Major Assumptions set forth in the Appraisal Report, did not and does not contain any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and no events or occurrences have been ascertained by me or have come to my attention that would substantially change the estimated values stated in the Appraisal Report. However, I have not performed any procedures since the date of the Appraisal Report to obtain knowledge of such events or occurrences nor am I obligated to do so in the future.

8. The Authority and Hilltop Securities Inc., as underwriter, are entitled to rely on this Certificate.

Dated: [Closing Date] INTEGRA REALTY RESOURCES
By: _____________________________________

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EXHIBIT D

FORM OF CERTIFICATE OF THE UNDERWRITER
$_____________

WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2022-2
(BALDWIN RANCH INFRASTRUCTURE)

SPECIAL TAX BONDS
SERIES 2026
The undersigned, on behalf of Hilltop Securities Inc. (“Hilltop”), based on the information available to it, hereby certifies as set forth below with respect to the sale and issuance of the abovecaptioned obligations (the “Bonds”).

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

2. Defined Terms.
(a) “Issuer” means the West Patterson Financing Authority. (b) “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(c) “Public” means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) “Underwriter” means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only.

Nothing in this certificate represents Hilltop’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. Accordingly, Hilltop makes no representation as to the legal sufficiency of the factual matters set forth herein. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the arbitrage certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall LLP, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to

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4913-3218-4994.2
time relating to the Bonds. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party for any other purpose.

HILLTOP SECURITIES INC., as Underwriter
By:

Its:

Dated: [Closing Date]

8.2 Packet Pg. 489
D-3
4913-3218-4994.2

SCHEDULE A

SALE PRICES OF THE BONDS
[PRICING TO BE ATTACHED]

8.2 Packet Pg. 490

FINANCIAL SUMMARY
Pursuant to California Government Code Section 5852.1, the Municipal Advisor identified below has provided the following required information to the West Patterson Financing Authority (the “Authority”), at which meeting they will consider the authorization of the obligation identified below.

1. Municipal Advisor: Del Rio Advisors, LLC

2. Meeting Date: May 5, 2026

3. Obligation: West Patterson Financing Authority, Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure), Special Tax Bonds, Series 2026 (the “Bonds”)

4. The Municipal Advisor has provided the following required good faith estimates relating to the Bonds:
a. The true interest cost of the 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 (to the nearest tenthousandth of one percent): 5.424521%. b. The finance charge of the Bonds, which means the sum of all fees and charges paid to third parties including the cost of credit enhancement: cost of issuance in the amount of $345,000.00 and underwriter’s discount in the amount of $116,775.00 for a total of $461,775.00.
c. The amount of proceeds received by the public body for sale of the Bonds, less the finance charge of the Bonds described in subparagraph (b) and any reserves or capitalized interest paid or funded with proceeds of the Bonds: $11,182,104.73.
d. The total payment amount, which means the sum total of all payments the public body will make to pay debt service on the Bonds plus the finance charge of the Bonds described in subparagraph (b) not paid with the proceeds of the Bonds (which total payment amount shall be calculated to the final maturity of the Bonds): $28,194,443.75.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Bonds issued, 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 rate borne by the Bonds and the actual amortization of the Bonds will depend on market interest rates at the time of sale thereof. Market interest rates are affected by economics and other factors beyond the control of the Authority.

8.2 Packet Pg. 491
West Patterson Financing Authority
Community Facilities District No. 2022-2
Special Tax Bonds, Series 2026
(Baldwin Ranch Infrastructure)
Authority Meeting of May 5, 2026

8.2 Packet Pg. 492
The Mello-Roos Community Facilities Act of 1982
• The Mello-Roos Community Facilities Act of 1982 (Gov. Code § 53311 et seq, the “CFD Act”) was adopted by the State of California as a method for financing infrastructure
improvements, public services and fees associated with new development
• Special taxes provide an additional funding source for the construction and acquisition of public infrastructure, funding for the ongoing provision of public services, funding for the ongoing maintenance of public infrastructure and may be used to accelerate the payment of fees
• Since its adoption, local jurisdictions throughout California have utilized the CFD Act to issue bonds, the repayment of which comes from the special taxes paid by property owners on the property tax bill each year
2 8.2
Packet Pg. 493
Mello-Roos Bonds
• The CFD may issue bonds secured by the levy of special taxes • Bonds are payable from and secured by special taxes,
which are levied upon property located within the CFD
according to the Rate and Method of Apportionment
(“RMA”)
• Special taxes are levied upon real property and are not a personal debt of the property owners
• The remedy for delinquencies is foreclosure
• Generally, a bond covenant to commence foreclosure
is faster than the standard County process
• The bond is not a debt of the City
• A bond reserve fund is permitted and required by the
market
3 8.2
Packet Pg. 494
Boundary Map
4 8.2
Packet Pg. 495
Current Development Status
As of the Appraisal Date of Value, March 15, 2026
5 Developer
Individual
Homeowners
Completed /
Unsold
Homes
Under
Construction
Completed Homes 381
D.R. Horton Bay Inc. (1) 1 26
Lennar Homes of California, LLC (2) 2 22
Total Residential Units 381 3 48
Notes
(1) Includes the Meadows Neighborhood
(2) Includes the Magnolia Neighborhood and the Bradford Neighborhood

8.2 Packet Pg. 496
Proposed 2026 Bonds
• Estimated amount of bonds (1): $12.975 million
• Estimated project fund (1): $11.182 million
• “Not-to-exceed” amount: $15.00 million
• Estimated True Interest cost (1): 5.42%
• “Not-to-exceed” interest cost: 6.50%
• Annual debt service (2): $691k (2027) to $1.226mm (2056) • Debt service coverage: 1.10x
• Bond reserve fund: Cash funded @ $1.167mm
• Value-To-Lien 12.9x (including overlapping debt)
6 Notes
(1) True Interest Cost based on preliminary estimates assuming non-rated market interest rates as of April 8, 2026, subject to change based on market conditions at the time of the sale (2) Special taxes escalate at 2.00% per year
Additional Note
The Financing Team has applied for bond insurance and a surety for the cash-funded reserve fund from both Assured Guaranty and Build Americal Mutual. The impact would be to generate more proceeds for projects.

8.2 Packet Pg. 497
Projected Debt Service Coverage
7 8.2
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Estimated Costs of Issuance
8 8.2
Packet Pg. 499
Estimated Tax Bills
9 8.2
Packet Pg. 500
Proposed Remaining Financing Schedule
10 Date Item
Tuesday May 5th Authority
Meeting
Approve Financing and Related
Documents
Week of May 18th • Due Diligence Calls
• Post Preliminary Official
Statement
Week of June 1st Pre-Pricing and Pricing
Week of June 8th • Print and Post Final Official
Statement
• Documents Finalized and
Executed
Week of June 15th Closing and Transfer of Funds

8.2 Packet Pg. 501
Documents for Consideration
11 Fiscal Agent Agreement: The Fiscal Agent Agreement provides the terms of the 2026 Bonds, including provisions for security and payment of the 2026 Bonds.

Official Statement: The official statement is the primary document used by the Underwriter to market the 2026 Bonds to investors. The official statement describes the 2026 Bonds in detail and all the information about CFD 2022-2 used by investors to make an informed purchase decision. The official statement is deemed final pursuant to Rule 15c-2-12 under the Securities Exchange Act of 1934. The only permitted items to be excluded from the draft are data and tables related to the final sale of the 2026 Bonds.

Continuing Disclosure Undertaking: Included as an attachment to the Official Statement, describes covenants of the Authority to provide ongoing disclosure to investors in the form of an annual report due by the end of March each year and posted to the electronic platform known as the Electronic Municipal Market Access (“EMMA”) system. In addition, and from time-totime, the Authority covenants to provide notices of listed material events should they occur.

Bond Purchase Agreement: An agreement between the Authority and the Underwriter, when executed, will reflect the final interest rates, yields and prices of the various maturities of the 2026 Bonds sold to investors.

8.2 Packet Pg. 502
Resolution for Consideration
12 Resolution Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2022-2 (Baldwin Ranch Infrastructure), Approving and Directing the Execution of a Fiscal Agent Agreement, Approving the Form of the
Preliminary Official Statement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions

8.2 Packet Pg. 503
Questions and Discussion
?
Questions and Discussion

8.2 Packet Pg. 504

WEST PATTERSON

FINANCING AUTHORITY

AGENDA REPORT
TO: Chair Clauzel and Members of the West Patterson Financing Authority FROM: Fernando Ulloa, Executive Director
BY: Kevin Williams, Finance Director
MEETING DATE: May 5, 2026
ITEM NO:

SUBJECT:

8.3 Approve Resolution No. 2026-02 Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park), Approving and Directing the Execution of a Supplemental Fiscal Agent Agreement, Approving the Form of the Preliminary Official Statement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions.

RECOMMENDATION
Motion to Approve Resolution No. 2026-02 Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park), Approving and Directing the Execution of a Supplemental Fiscal Agent Agreement, Approving the Form of the Preliminary Official Statement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions.

SUMMARY
The Mello-Roos Community Facilities District Act of 1982 (Gov. Code § 53311 et seq, the “CFD 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 a property tax assessment paid for by property owners.

The Board conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (the “Act”), to form the West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park) (the “District”) and a future annexation area for the District (the “Future Annexation Area”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by

8.3 Packet Pg. 505
said special taxes for the purpose of providing moneys for the construction and acquisition of improvements authorized for the District; and
Pursuant to Resolution No. 05-03 adopted by the Board on August 16, 2005, the Board, as legislative body of the District, authorized the issuance of special tax bonds of the Authority for the District in the maximum principal amount of up to $45,000,000. In 2015, the Authority issued its first series of special tax bonds to finance improvements authorized for the District in the principal amount of $9,630,000, and in 2021, the Authority issued its second series of special tax bonds to finance improvements authorized for the District in the principal amount of $6,800,000.

The Authority wishes to issue another series titled West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park), Special Tax Bonds, Series 2026 (the “Bonds”) to finance additional improvements authorized for the District.

Based on market conditions of April 8, 2026, the Bonds are expected to be issued in the amount of $10,310,000. After funding a reserve fund and cost of issuance of the Bonds (including both the costs of issuance and the underwriter’s discount), the authority will net approximately $8.5 million for projects.

ANALYSIS
The attached resolution authorizes the issuance of special tax bonds in an aggregate principal amount not to exceed $12,000,000. In connection with the issuance of special tax bonds, the resolution also approves the following documents:

Supplemental Fiscal Agent Agreement No. 2: The Supplemental Fiscal Agent Agreement No. 2 provides the terms of the 2026 Bonds, including provisions for security and payment of the 2026 Bonds. The Supplemental Fiscal Agent Agreement No. 2 is in addition to Fiscal Agent Agreement No. 1, approved as part of the issuance of special tax bonds in 2021 and, the Fiscal Agent Agreement approved as part of the initial issuance of special tax bonds in 2015.

Official Statement and Form of Continuing Disclosure Undertaking: The official statement is the primary document used by the Underwriter to market the 2026 Bonds to investors. The official statement describes the 2026 Bonds in detail and all the information about CFD 2005-1 used by investors to make an informed purchase decision. The official statement is released to potential investors in a preliminary form which the City deems final pursuant to Rule 15c-2-12 under the Securities Exchange Act of 1934, with updates making it final following the pricing of the 2026 Bonds. The Form of Continuing Disclosure Undertaking is included as an attachment to the Official Statement, describes covenants of the Authority to provide ongoing disclosure to investors in the form of an annual report due by the end of March each year and posted to the electronic platform known as the Electronic Municipal Market Access (“EMMA”) system. In addition, and from time to time, the Authority covenants to provide notices of listed material events should they occur.

Bond Purchase Agreement: An agreement between the Authority and the Underwriter, when executed, will reflect the final interest rates, yields and prices of the various maturities of the 2026 Bonds sold to investors.

Good Faith Estimates
In accordance with Government Code 5852.1, estimates of the true interest cost of the bonds, finance charges, amount of net proceeds and the sum total of all payments to pay debt service on the bonds plus the finance charge not paid with proceeds of the bonds are attached hereto.

8.3 Packet Pg. 506
Financing Team
Underwriter: Hilltop Securities Inc.

Municipal Advisor: Del Rio Advisors, LLC
Bond / Disclosure Counsel: Jones Hall
Special Tax Consultant: Goodwin Consulting Group, Inc.

Fiscal Agent: U.S. Bank
Appraiser: Integra Realty Resources
RECOMMENDATION:

Staff recommends the Board approve the Resolution Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park), Approving and Directing the Execution of a Supplemental Fiscal Agent Agreement, Approving the Form of the Preliminary Official Statement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions

ALTERNATIVE ACTIONS
Although the Board is under no express obligation to adopt the attached resolution, the City has multiple important projects that need the dollars generated from the Bonds.

ATTACHMENTS

1. Resolution Authorizing the Issuance and Sale of Special Tax Bonds for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park), Approving and Directing the Execution of a Supplemental Fiscal Agent Agreement, Approving the Form of the Preliminary Official Statement, Approving Sale of Such Bonds, and Approving Other Related Documents and Actions

2. Fiscal Agent Agreement Supplement No. 2

3. Official Statement (Includes the Form of Continuing Disclosure Undertaking)

4. Bond Purchase Agreement

5. Good Faith Estimates

6. CFD 2005-1 Series 2026 Presentation for 5-5-26 WPFA Meeting (v2.0).ppt

8.3 Packet Pg. 507

WEST PATTERSON FINANCING AUTHORITY
RESOLUTION NO. 2026-02

RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS

FOR AND ON BEHALF OF THE WEST PATTERSON FINANCING
AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2005-1 (WEST

PATTERSON BUSINESS PARK), APPROVING AND DIRECTING THE

EXECUTION OF A SUPPLEMENTAL FISCAL AGENT AGREEMENT,

APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT,

APPROVING SALE OF SUCH BONDS, AND APPROVING OTHER RELATED DOCUMENTS

AND ACTIONS
RESOLVED by the Board of Directors (the “Board”) of the West Patterson Financing Authority (the “Authority”), Stanislaus County, State of California, that:

WHEREAS, the Board has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (the “Act”), to form the West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park) (the “District”) and a future annexation area for the District (the “Future Annexation Area”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of improvements authorized for the District; and WHEREAS, pursuant to Resolution No. 05-03 adopted by the Board on August 16, 2005, the Board, as legislative body of the District, authorized the issuance of special tax bonds of the Authority for the District in the maximum principal amount of up to $45,000,000; and WHEREAS, in 2015, the Authority issued its first series of special tax bonds to finance improvements authorized for the District in the principal amount of $9,630,000, and in 2021, the Authority issued its second series of special tax bonds to finance improvements authorized for the District in the principal amount of $6,800,000; and
WHEREAS, the Authority wishes to issue its third series of bonds to finance additional improvements authorized for the District as further described herein; and WHEREAS, there has been submitted to the Board a Supplemental Agreement No. 2 to Fiscal Agent Agreement (the “Supplemental Agreement No. 2”), which supplements and amends that certain Fiscal Agent Agreement, dated as of September 1, 2015, as supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of December 1, 2021, (the “Supplemental Agreement No. 1”) by and between the Authority and The Bank of New York Mellon Trust Company, N.A., who has been succeeded as fiscal agent by U.S. Bank Trust Company, National Association as fiscal agent (as so supplemented and amended, the “Fiscal Agent Agreement”), which Supplemental Agreement No. 2 provides for the issuance of special tax bonds of the Authority for the District, and the Board, with the aid of Authority staff, has reviewed the Supplemental Agreement No. 2 and found it to be in proper order, and now desires to approve the Supplemental Agreement No. 2 and the issuance of the bonds; and
WHEREAS, there has been submitted to the Board a form of Bond Purchase Agreement by and between the Authority, for and on behalf of the District, and Hilltop Securities Inc., as

8.3 Packet Pg. 508
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underwriter (the “Underwriter”), with respect to the special tax bonds (the “Bond Purchase Agreement”), a preliminary form of Official Statement for the special tax bonds (the “Official Statement”) and a form of continuing disclosure undertaking (the “Continuing Disclosure Undertaking”) with respect to the special tax bonds, and the Board has reviewed and found each such document to be in proper order, and now desires to approve each such document and authorize related documents and actions in connection with the issuance and sale of the bonds; and WHEREAS, the information required to be obtained and disclosed with respect to the Bonds by the City Council in accordance with Section 5852.1 of the California Government Code is set forth in the staff report accompanying this Resolution; and WHEREAS, it appears that each of said documents and instruments which are now before this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.

NOW THEREFORE BE IT RESOLVED as follows:

1. Recitals. The foregoing recitals are all true and correct.

2. Findings. This Board finds and determines that it is prudent in the management and development of land in the City and the District to assist the City and issue the Bonds for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District.

3. Law Applicable. For the purposes of these proceedings in and for the District, the Act shall be the authority for the issuance of the Bonds

4. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, as supplemented and amended by the Supplemental Agreement No. 2, special tax bonds of the Authority for the District designated as “West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park) Special Tax Bonds Series 2021” (the “Bonds”) in an aggregate principal amount not to exceed $12,000,000 (the “Authorized Amount”) are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement, as supplemented.

The Bonds shall not be issued unless the value of the real property within the District subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the Authority for the purpose of determining such value, is at least three (3) times the proposed principal amount of the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within the District, plus the portion of all other bonds outstanding that are secured by a special tax levied under the Act on property within the District or a special assessment levied on property within the District.

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5. Supplemental Agreement. The Board hereby approves the Supplemental Agreement No. 2 in the form presented to the Board at this meeting. The Executive Director, the Treasurer, the Finance Director, the Secretary and all other officers and agents of the Authority (collectively, the “Authorized Officers”) are each hereby authorized and directed to execute the Supplemental Agreement No. 2, for and in the name and on behalf of the Authority and the District, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Bond Counsel (as defined herein). The proceeds of the Bonds shall be applied by the Authority for the purposes and in the amounts as set forth in the Supplemental Agreement No.

2. The Board hereby authorizes the delivery and performance by the Authority of the Supplemental Agreement No. 2 and the Fiscal Agent Agreement that is amended and supplemented thereby.

6. 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, an 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 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 Secretary, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

7. Approval of Bond Purchase Agreement. The Board hereby approves the Bond Purchase Agreement in substantially the form on file with the Secretary. An Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the Secretary, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same; provided, that the aggregate principal amount of Bonds may not exceed $12,000,000 or result in an Underwriter’s discount in excess of 1.00%, or a true interest cost in excess of 6.50%. The Board hereby finds and determines that the sale of the Bonds at negotiated sale to the Underwriter will result in a lower overall cost.

8. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the Authority with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers of the Authority are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable, including obtaining bond insurance and/or a resserve surety, in order to consummate the issuance and delivery of the Bonds in as contemplated by this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.

8.3 Packet Pg. 510
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9. Effective Date. This Resolution shall take effect upon its adoption. * * * * *
PASSED AND ADOPTED by the Board of Directors of the West Patterson Financing Authority on the 5th day of May 2026, 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 resolution passed by the West Patterson Financing Authority Board of Directors of the City of Patterson, a Municipal Corporation of the County of Stanislaus, State of California, at a meeting held on the 5th day of May 2026, and I further certify that said resolution is in full force and effect and has never been rescinded or modified.

DATED:
____________________________________
Secretary of the West Patterson Financing
Authority Board of Directors of the City of
Patterson

8.3 Packet Pg. 511
Jones Hall Draft 4.16.26
SUPPLEMENTAL AGREEMENT NO. 2

TO FISCAL AGENT AGREEMENT
by and between

WEST PATTERSON FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of ________ 1, 2026
Relating to:
$__________
West Patterson Financing Authority
Community Facilities District No. 2005-1 (West Patterson Business Park) Special Tax Bonds
Series 2026

8.3 Packet Pg. 512
-iTABLE OF CONTENTS
SECTION 1. Supplement to Original Fiscal Agent Agreement ...............................................................2

ARTICLE XI
2026 BONDS
Section 11.01. Definitions ....................................................................................................... 2 Section 11.02. Authorization of 2026 Bonds........................................................................... 3 Section 11.03. Terms of 2026 Bonds.................................................................................... 43 Section 11.04. Redemption of 2026 Bonds .......................................................................... 54 Section 11.05. Form of 2026 Bonds; Authentication and Delivery.......................................... 8 Section 11.06. Application of Proceeds of Sale of 2026 Bonds............................................ 89 Section 11.07. 2026 Costs of Issuance Fund ..................................................................... 910 Section 11.08. Procedure for Disbursement of 2026 Improvement Account ........................ 10 Section 11.09. Security for 2026 Bonds................................................................................ 10 Section 11.10. Effect of this Article XI............................................................................... 1011 SECTION 2. Attachment of Form of 2026 Bond................................................................................1011 SECTION 3. Additional Amendments to Original Fiscal Agent Agreement.......................................1011 SECTION 4. Partial Invalidity ............................................................................................................1112 SECTION 5. Execution in Counterparts ............................................................................................1112 SECTION 6. Governing Law .............................................................................................................1112 SECTION 7. Exectution by Electronic Means ...................................................................................1112 SECTION 8. Concerning the Fiscal Agent ............................................................................................12 EXHIBIT A - FORM OF 2026 BONDS

8.3 Packet Pg. 513
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SUPPLEMENTAL AGREEMENT NO. 2

TO FISCAL AGENT AGREEMENT
THIS SUPPLEMENTAL AGREEMENT NO. 2 TO FISCAL AGENT AGREEMENT (this “Supplemental Agreement No. 2”), dated as of ________ 1, 2026, is by and between the West Patterson Financing Authority, a joint exercise of powers agency, organized and existing under and by virtue of the Constitution and laws of the State of California (the “Authority”) for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park) (the “District”), and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”) under a Fiscal Agent Agreement, dated as of September 1, 2015, as supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of December 1, 2021, by and between the Fiscal Agent and the Authority (together, the “Original Fiscal Agent Agreement,” and as supplemented and amended hereby, the “Agreement”).

W I T N E S S E T H :

WHEREAS, the Board of Directors (the “Board”) of the Authority has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended, Chapter

2.5 of Part 1 of Division 2 of Title 5 (commencing with Section 53311) of the California Government Code (the “Act”), Resolution Nos. 05-02 and 05-03 of the Board adopted on August 16, 2005 and Resolution Nos. 05-04, 05-05, 05-06 and 05-07 of the Board adopted on December 18, 2005;
WHEREAS, pursuant to Resolution No. 05-03, the Board, as legislative body of the District, authorized the issuance of special tax bonds of the Authority for the District in the maximum principal amount of up to $45,000,000; and
WHEREAS, on September 29, 2015, the Board, as the legislative body of the District, issued the first series of special tax bonds for the District in the initial principal amount of $9,630,000 (the “2015 Bonds”);
WHEREAS, on December 23, 2021, the Board, as the legislative body of the District, issued the first series of special tax bonds for the District in the initial principal amount of $6,800,000 (the “2021 Bonds”);
WHEREAS, in February 2026, the Authority appointed U.S. Bank Trust Company, National Association as successor fiscal agent under the Original Fiscal Agent Agreement; and WHEREAS, Section 5.17 of the Original Fiscal Agent Agreement authorizes the issuance by Supplemental Agreement of Additional Bonds (as such terms are defined in the Original Fiscal Agent Agreement) secured under the Original Fiscal Agent Agreement on parity with the 2015 Bonds; and
WHEREAS, after due investigation and deliberation the Authority has determined that it is in the interests of the Authority and the District at this time for the Authority, for and on behalf of the District, to provide for the issuance of an additional series of bonds, referred to herein as the 2026 Bonds (defined herein); and

8.3 Packet Pg. 514
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WHEREAS, this Supplemental Agreement No. 2 is a “Supplemental Agreement” as defined in Section 1.03 of the Original Fiscal Agent Agreement and the 2026 Bonds are “Additional Bonds” as defined in Section 1.03 of the Original Fiscal Agent Agreement and secured under the Original Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 2, on parity with the 2015 Bonds and 2021 Bonds; WHEREAS, in providing for the issuance of the 2026 Bonds, it is necessary to supplement and amend the Original Fiscal Agent Agreement, as more particularly provided in herein, as such supplements and amendments are authorized by Sections 5.17 and 8.01 of the Original Fiscal Agent Agreement; and
WHEREAS, the Authority and the Fiscal Agent desire to enter into this Supplemental Agreement No. 2 pursuant to Sections 5.17 of the Original Fiscal Agent Agreement to provide for the issuance of the 2026 Bonds;
WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the 2026 Bonds, when executed by the Authority for the District, authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal special obligations of the Authority for the District, and to constitute the Original Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 2, a valid and binding agreement for the uses and purposes herein and therein set forth, in accordance with its terms, have been done or taken and the execution and delivery of this Supplemental Agreement No. 2 have been in all respects duly authorized.

AGREEMENT :

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

SECTION 1. Supplement to Original Fiscal Agent Agreement. In accordance with the provisions of Section 5.17 and 8.01 of the Original Fiscal Agent Agreement, the Original Fiscal Agent Agreement is hereby amended by adding a new article thereto, to be designated as Article XI. Such Article XI shall read in its entity as follows:

ARTICLE XI
2026 BONDS
Section 11.01. Definitions. The Original Fiscal Agent Agreement is amended to add and/or modify the following definitions to Section 1.03. “Article XI” means this Article XI which has been incorporated in and made a part of this Agreement pursuant to Supplemental Agreement No. 2, together with all amendments of and supplements to this Article XI entered into pursuant to the provisions of Section 8.01. “Closing Date” means with respect to each series of Bonds, the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser thereof; for the 2015 Bonds being September 29, 2015, for the 2021 Bonds being December 23, 2021, and for the 2026 Bonds being __________, 2026; .

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“Continuing Disclosure Certificate” means (i) with respect to the 2015 Bonds and 2021 Bonds, the Continuing Disclosure Certificates, dated as of the Closing Date for those series by and between the Authority and Goodwin Consulting Group as dissemination agent, and (ii) with respect to the 2026 Bonds, the Continuing Disclosure Certificate, dated as of the Closing Date for the 2026 Bonds, by and among the Authority and Goodwin Consulting Group as dissemination agent, each as originally executed and as may be amended from time to time in accordance with the terms thereof.
“Interest Payment Dates” means (i) with respect to the 2015 Bonds, March 1 and September 1 of each year, commencing March 1, 2016, and (ii) with respect to the 2021 Bonds, March 1 and September 1 of each year, commencing March 1, 2022, and (iii) with respect to the 2026 Bonds, March 1 and September 1 of each year, commencing September 1, 2026.
“Supplemental Agreement No. 1” means Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of December 1, 2021, between the Authority, for and on behalf of the District, and the Fiscal Agent.
“Supplemental Agreement No. 2” means Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of __________ 1, 2026, between the Authority, for and on behalf of the District, and the Fiscal Agent.
“2026 Bonds” means the West Patterson Financing Authority Community Facilities District No. 2005-1 (West Patterson Business Park) Special Tax Bonds, Series 2026, authorized to be issued under Section 11.02.
“2026 Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the Authority and related to the authorization, sale and issuance of the 2026 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the Authority in connection with the issuance of the 2026 Bonds, municipal advisor fees, 2026 Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, disclosure counsel, charges for execution, transportation and safekeeping of the 2026 Bonds and other costs, charges and fees in connection with the foregoing. “2026 Costs of Issuance Fund” means the fund by that name established and held by the Fiscal Agent pursuant to Section 11.07.
“2026 Improvement Account” means the account by that name established in Section 3(B) of this Supplemental Agreement No. 2.
“2026 Reserve Account of the Reserve Fund” means the account by that name established in Section 11.06(B).
“Term 2026 Bonds” means the 2026 Bonds maturing September 1, _____, and September 1, ______.

Section 11.02. Authorization of 2026 Bonds. 2026 Bonds in the aggregate principal amount of $__________ are hereby authorized to be issued as Additional Bonds under and

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subject to the terms of this Agreement, the Act, and other applicable laws of the State of California.

Section 11.03. Terms of the 2026 Bonds.
(A) Form; Denominations. The 2026 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof.
(B) Date of the 2026 Bonds. The 2026 Bonds shall be dated the Closing Date for the 2026 Bonds.
(C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2026 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2026 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2026 Bonds. In addition, failure on the part of the Authority or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the Authority’s contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities. The 2026 Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum (based on a 360-day year composed of 12 30-day months) as follows:

Maturity Date
(September 1)
Principal
Amount
Interest
Rate
CUSIP†
(955232)
(E) Interest. The 2026 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2026 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a 2026 Bond, interest is in default thereon, such 2026 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (F) Method of Payment. Interest on the 2026 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date of any Owner of $1,000,000 or

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more in aggregate principal amount of 2026 Bonds; provided that so long as any 2026 Bonds are in book-entry form, payments with respect to such 2026 Bonds shall be made by wire transfer or such other method acceptable to the Fiscal Agent to the Depository. The principal of the 2026 Bonds and any premium on the 2026 Bonds are payable in lawful money of the United States of America upon surrender of the 2026 Bonds at the Principal Office of the Fiscal Agent.

All 2026 Bonds paid by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled 2026 Bonds and issue a certificate of destruction thereof to the Authority.

Section 11.04. Redemption of 2026 Bonds.
(A) Redemption Dates.
(i) Optional Redemption. The 2026 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the Authority and by lot within a maturity, on any date on and after September 1, ______ at the following respective redemption prices (expressed as percentages of the principal amount of the 2026 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, _____ through August 31, _____ 103%
September 1, _____ through August 31, _____ 102
September 1, _____ through August 31, _____ 101
September 1, _____ and thereafter 100
(ii) Mandatory Redemption From Prepayments. The 2026 Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities of the 2015 Bonds, 2021 Bonds, 2026 Bonds and Additional Bonds as specified by the Authority, and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2026 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
Interest Payment Dates to and including March 1, _____ 103% September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____ and Interest Payment Dates
thereafter
100
(iii) Mandatory Sinking Payment Redemption. The 2026 Bonds maturing September 1, _____ and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

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Term Bonds Maturing on September 1, _____
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
(Maturity)
Term Bonds Maturing on September 1, _____
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
(Maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the Authority in an Officer’s Certificate, as a result of any prior partial optional or mandatory redemption of the Term 2026 Bonds pursuant to Section 11.04(A)(i) or (ii) above. In the event of a redemption pursuant to Section 11.04(A)(i) or (ii), the Authority shall provide the Fiscal Agent with a revised sinking fund schedule giving effect to the redemption so completed.

In lieu of redemption under this Section 11.04, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2026 Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may 2026 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. (B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent an Officer's Certificate containing notice of its intention to redeem 2026 Bonds pursuant to subsections (A)(i) and (A)(ii) not less than 30 days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent; Rescission. Subject to its receipt of timely notice from the Authority in the case of a redemption pursuant to Section 2.03(A)(i) or timely receipt of directions from the Authority (as to the Bonds to be redeemed) as provided in Section 3.03(B) in the case of a mandatory redemption pursuant to Section 2.03(A)(ii), the Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2026 Bonds designated for redemption, at their addresses appearing on the 2026 Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such 2026 Bonds.