2025-01485 Agreements Pertaining to 2025 Refunding Revenue Bonds (Master Lease Program Facilities), Sacramento City Financing Authority, City of Sacramento, County of Sacramento,... — Sacramento City Council, August 12, 2025 (part 1 of 2)

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01485 8/12/2025
Agreements Pertaining to 2025 Refunding Revenue Bonds (Master Lease Program Facilities), Sacramento City Financing Authority, City of Sacramento, County of Sacramento, State of California and Authorization of the Issuance of the 2025 Refunding Revenue Bonds (Master Lease Program Facilities) [Two-thirds vote required] [Published 08/01/2025] File ID: 2025-01485
Location: Citywide
Recommendation: 1) Pass a Motion by two-thirds vote waiving the 10-day posting requirement of City Code section 4.04.020.C for the agreements pertaining to the 2025 Refunding Revenue Bonds (Master Lease Program Facilities), Sacramento City Financing Authority, City of Sacramento, County of Sacramento, State of California (the “2025 Bonds”); 2)Conduct a Public Hearing and upon conclusion, 3) Adopt a City Council Resolution authorizing a) the execution and delivery of an amendment to a Master Project Lease with the Sacramento City Financing Authority; b) approving the execution and delivery of a Bond Purchase Contract for the 2025 Bonds; c) authorizing the execution and delivery of a Continuing Disclosure Certificate for the 2025 Bonds; d) approving the distribution of a Preliminary Official Statement and a Final Official Statement for the 2025 Bonds; e) approving, for purposes of 26 U.S.C. §147(f), the Sacramento City Financing Authority’s issuance and sale of the 2025 Bonds; and f) authorizing certain other actions in connection with the 2025 Bonds; and 4) Adopt a Sacramento City Financing Authority Resolution a) authorizing the issuance, sale, and delivery of the 2025 Bonds in an aggregate principal amount not to exceed $67,000,000; b) authorizing the execution and delivery of an amendment to a Master Project Lease with the City; c) authorizing the execution and delivery of an Indenture for the 2025 Bonds; d) authorizing the execution and delivery of a Bond Purchase Contract for the 2025 Bonds; e) approving the distribution of a Preliminary Official Statement and a Final Official Statement for the 2025 Bonds; f) authorizing the execution and delivery of an Escrow Agreement in connection with the 2025 Bonds; and g) authorizing certain other actions in connection with the 2025 Bonds.

Contact: Claudia Lara, Debt Analyst, (916) 808-2267, [email protected]; Brian Wong, Debt Manager, (916) 808-5811, [email protected]; Office of the City Treasurer Presenter: Claudia Lara, Debt Analyst, (916) 808-2267, [email protected], Office of the City Treasurer
Attachments:

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File ID: 2025-01485 8/12/2025
1-Description/Analysis
2-City Resolution
3-SCFA Resolution
4-Twelfth Amendment to the Master Project Lease
5-Indenture
6-Continuing Disclosure Certificate
7a-Preliminary Official Statement (Main)
7b-Preliminary Official Statement (Appendix A)
8-Bond Purchase Contract
9-Agreement for Bond-Counsel Services
10-Presentation
Description/Analysis
Issue Detail: Consistent with section 4.1(D) of the City’s Debt Management Policy, most recently adopted by the City Council on February 11, 2025, the City Treasurer’s Office reviews and evaluates the City’s existing debt obligations on an ongoing basis to determine if there are potential cashflow savings that can be realized with the full or partial refunding of existing debt.

The Sacramento City Financing Authority 2015 Refunding Revenue Bonds (Master Lease Program Facilities) (the “2015 Bonds”) have been identified as a suitable candidate to refund. The refunding of the 2015 Bonds may generate cashflow savings for the City - including the General Fund, the Solid Waste Fund, and the Parking Fund.

Adoption of the recommended resolutions will authorize the issuance of the 2025 Bonds, the execution and delivery of related documents, and other related actions. The 2025 Bonds will be issued in a principal amount not to exceed $67 million, and the proceeds will be used for the following purposes:
· To current refund and defease the 2015 Bonds
· To pay costs of issuance, including, if applicable, the costs of a bond insurance policy for some or all of the 2025 Bonds.

Policy Considerations: City Code section 4.04.020.C requires all agreements greater than $1 million be posted on the City’s website and made available to the public at least 10 days prior to the City Council acting on agreements meeting this criterion, including the City Council’s role as the governing body of the Sacramento City Financing Authority, the issuer of the proposed 2025 Bonds.

The City Council may waive this requirement if two-thirds of its members vote to do so. Staff are seeking this waiver of the posting requirement concerning the contracts being approved today, because certain terms in the contracts will be subject to negotiation up until the day of the pricing of the 2025 Bonds.

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File ID: 2025-01485 8/12/2025
The issuance of the 2025 Bonds is consistent with the City’s Debt Management Policy.

Economic Impacts: Not applicable.

Environmental Considerations: Not applicable. Approval of the recommendation is not a “project” subject to CEQA because it (a) has no potential to cause a significant effect on the environment and (b) concerns government fiscal activities that do not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment. (14 Cal. Code Regs. §§ 15061(b)(3) and 15378(b)(4)).

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: Approval of the issuance of the 2025 Bonds to current refund the 2015 Bonds will benefit the City’s General Fund, Solid Waste Fund, and Parking Fund.

Financial Considerations: The 2015 Bonds were identified as a suitable refunding candidate, with potential net-present-value savings around the 5% threshold (goal) specified in Section 4.1 (D)(2) of the City’s Debt-Management Policy. Interest on the 2025 Bonds will be exempt from taxation as described in the draft
Preliminary Official Statement.

Details on the savings realized through the refunding will only be known in late August or early September 2025, after the pricing of the 2025 Bonds. The savings will be levelized upfront through fiscal year 2029 and recognized by various City funds based on the amounts outstanding and specific amortizations. The refunding structure was strategically developed to provide an opportunity for upfront cashflow savings to help reduce anticipated City General Fund budget deficits in each of the next several years.

The following information provided are estimates provided by BofA Securities LLC. the bond underwriter of the 2025 Bonds, based on market conditions as of July 31, 2025, plus an interest rate buffer of 25 basis points (or + 0.25%).
2025 Refunding Revenue Bonds (Master Lease Facilities)
Estimated Sources and Uses*
Sources
Bond Proceeds:

Par Amount $ 59,570,000.00
Premium 4,961,650.85
64,531,650.85
Other Sources of Fund:

Debt Service Fund 6,970,000.00
Total Sources $ 71,501,650.85
Uses
Refunding Escrow Deposits:

Cash Deposit $ 2.18
SLGS Purchases 70,886,063.00
70,886,065.18
Delivery Date Expenses:

Cost of Issuance 375,000.00
Underwriter’s Discount 238,280.00
613,280.00
Other Uses of Funds:

Additional Proceeds 2,305.67
Total Uses $ 71,501,650.85

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File ID: 2025-01485 8/12/2025
2025 Refunding Revenue Bonds (Master Lease Facilities)
Estimated Sources and Uses*
Sources
Bond Proceeds:

Par Amount $ 59,570,000.00
Premium 4,961,650.85
64,531,650.85
Other Sources of Fund:

Debt Service Fund 6,970,000.00
Total Sources $ 71,501,650.85
Uses
Refunding Escrow Deposits:

Cash Deposit $ 2.18
SLGS Purchases 70,886,063.00
70,886,065.18
Delivery Date Expenses:

Cost of Issuance 375,000.00
Underwriter’s Discount 238,280.00
613,280.00
Other Uses of Funds:

Additional Proceeds 2,305.67
Total Uses $ 71,501,650.85
Summary of Estimated Refunding Results
PAR Amount of Refunded Bonds*$ 69,890,000.00
Cash Flow Savings $ 3,669,332.72
Net Present Value Savings $ 3,418,728.67
Percentage Savings of Refunded Bonds4.891585%
*Includes $6,800,000 principal amount associated with the December 1, 2025 maturity of the 2015 Bonds that the City will be paying by the targeted closing date of the 2025 Bonds in September 2025.

Estimated Bonds Statistics
Principal (PAR) $ 59,570,000.00
True Interest Cost 3.428863%
All-in True Cost 3.547363%
Total Interest Payment to Final
Maturity
$ 17,145,223.62
Total Debt Service to Final Maturity$ 76,715,223.62
The 2025 Bonds will be issued in a principal amount not to exceed $67 million.

Local Business Enterprise (LBE): Not applicable.

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4158-1302-8189.5

RESOLUTION NO. 2025-___
Adopted by the Sacramento City Council
_________, 2025

AUTHORIZING THE EXECUTION AND DELIVERY OF AN

AMENDMENT TO THE MASTER PROJECT LEASE RELATING TO THE
REFINANCING OF VARIOUS CITY FACILITIES; AUTHORIZING THE

EXECUTION AND DELIVERY OF A PURCHASE CONTRACT AND

CONTINUING DISCLOSURE CERTIFICATE FOR THE SACRAMENTO
CITY FINANCING AUTHORITY 2025 REFUNDING REVENUE BONDS
(MASTER LEASE PROGRAM FACILITIES); APPROVING THE

DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE

EXECUTION, DELIVERY, AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT FOR THE BONDS; AND APPROVING CERTAIN OTHER

ACTIONS IN CONNECTION WITH THE BONDS

BACKGROUND
A. The City of Sacramento (the "City") and the Sacramento City Financing Authority (the "Authority") are parties to the following agreements:
 A Master Site Lease dated as of December 1, 1999, under which the City leased to the Authority the real property described therein (as amended, the "Master Site Lease"); and a Master Project Lease dated as of December 1, 1999, under which the Authority leased the same real property plus the improvements on that property back to the City (as amended, the "Master Project Lease"). The purpose of these agreements is to finance and refinance certain capital improvements (the "Master Lease Program Projects"). The Sacramento City Council (the "City Council") authorized both agreements by duly adopted resolutions.

B. The City has determined that the costs of the Master Lease Program Projects can be lowered by having the Authority issue refunding revenue bonds and use the proceeds to do the following, all as authorized by this resolution:
 refinance certain of the City's Base Rental Payments under the Master Project Lease (the "Prior Base Rental Payments"); and
 amend the base rental payments in the Master Project Lease as necessary to refinance the Prior Base Rental Payments.

tentatively dated as of September 1, 2025, in substantially the form presented at this meeting (the "Twelfth Amendment to Master Project Lease").

D. Under the Twelfth Amendment to Master Project Lease, the City will be obligated to make base rental payments to the Authority for the lease of certain property thereunder (the "2025 Base Rental Payments").

E. The Authority has determined to issue its 2025 Refunding Revenue Bonds (Master Lease Program Facilities) (the "Refunding Bonds") under an Indenture tentatively dated as of September 1, 2025 (the "Indenture"), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The Authority will use a portion of the proceeds of the Refunding Bonds, together with other available amounts, (1) to refund all or a portion of certain of the Authority's 2015 Refunding Revenue Bonds (Master Lease Program Facilities), as specified in the Indenture (the "Prior Bonds"); (2) to discharge the Prior Base Rental Payments; (3) to fund a reserve fund, pay the purchase price for a surety bond, or both, at the sole option of the City; and (4) to pay costs of issuance (including any costs of bond insurance).

F. In connection with issuing the Refunding Bonds, the Authority and the City will approve the distribution of a Preliminary Official Statement for the Refunding Bonds (the "Preliminary Official Statement") and enter into a Bond Purchase Contract providing for the sale of the Refunding Bonds (the "Purchase Contract"), and the City will execute a Continuing Disclosure Certificate for the Refunding Bonds in compliance with Securities and Exchange Commission Rule 15c2-12(b)(5) (the "Continuing Disclosure Certificate"). The Preliminary Official Statement, the Purchase Contract, and the Continuing Disclosure Certificate will be substantially in the forms of those documents presented at this meeting. After the sale of the Refunding Bonds, the City will execute and deliver, and will authorize the distribution of, a Final Official Statement for the Refunding Bonds (the "Final Official Statement").

G. The interest on the Refunding Bonds may qualify for tax exemption under section 103 of the Internal Revenue Code of 1986 (as amended, the "Code") only if the Refunding Bonds are approved in accordance with section 147(f) of the Code. Accordingly, the City Council must approve the issuance and sale of the Refunding Bonds in order to satisfy the public-approval requirements of section 147(f) of the Code. The City Council is the elected legislative body of the City and thus is the applicable elected representative required to approve the issue within the meaning of section 147(f) of the Code. The Master Lease Program Projects are located wholly within the City.

H. On August 1, 2025, the City caused a notice to appear in the Sacramento Bulletin, which is a newspaper of general circulation within the City, stating that a public hearing with respect to the issuance of the Refunding Bonds would be held by the City Council on August 12, 2025. The City Council held the public hearing on August 12, 2025, and an opportunity was provided for persons to 3 4158-1302-8189.5

comment on the issuance and sale of the Refunding Bonds and on the plan of financing the Master Lease Program Projects.

I. All acts, conditions, and things required by law to exist, to have happened, and to have been performed precedent to, and in connection with, the authorization of the City's execution and delivery of the Twelfth Amendment to Master Project Lease, the Purchase Contract, and the Continuing Disclosure Certificate do exist, have happened, and have been performed in regular and due time, form, and manner as required by law. Accordingly, the City is now duly authorized to execute and deliver the Twelfth Amendment to Master Project Lease, the Purchase Contract, and the Continuing Disclosure Certificate; to approve the distribution of the Preliminary Official Statement; and, after the sale of the Refunding Bonds, to approve the City's execution, delivery, and distribution of the Final Official Statement.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The statements in paragraphs A through I of the Background are true.

Section 2. The City Treasurer or his designee (the "Treasurer") is hereby authorized and directed to execute the Twelfth Amendment to Master Project Lease on the City's behalf, and the City Clerk or her designee is hereby authorized and directed to attest the execution and to deliver the Twelfth Amendment to Master Project Lease. As executed and delivered, the Twelfth Amendment to Master Project Lease must be substantially in the form presented at this meeting, with such additions or changes as the Treasurer may require or approve, and with approval to be conclusively evidenced by the execution and delivery, subject to the following:
(a) the 2025 Base Rental Payments to be contained in the Twelfth Amendment to Master Project Lease, when compared to the Prior Base Rental Payments, must be in a reduced amount that the Treasurer, after consultation with the Underwriter (defined in Section 3) or the City's municipal advisor, determines will result in an aggregate positive present-value savings to the City, the Treasurer's determination being final, conclusive, and binding upon the Authority and the City; and
(b) the principal component of the 2025 Base Rental Payments to be contained in the Twelfth Amendment to Master Project Lease and set out in Exhibit B to the Twelfth Amendment to Master Project Lease must not exceed in aggregate $67,000,000.

Section 3. The Purchase Contract providing for the sale of the Refunding Bonds to BofA Securities, Inc. (the “Underwriter”), in the form presented at this meeting, is hereby approved. The Treasurer is hereby authorized and 4 4158-1302-8189.5

directed to execute and deliver the Purchase Contract on the City's behalf.

As executed and delivered, the Purchase Contract must be in substantially the form presented at this meeting, with such additions or changes as the Treasurer may require or approve, and with approval to be conclusively evidenced by the execution and delivery, subject to the conditions described in Section 2 above.

Section 4. The Treasurer is hereby authorized and directed to execute and deliver the Continuing Disclosure Certificate on the City's behalf. As executed and delivered, the Continuing Disclosure Certificate must be in substantially the form presented at this meeting, with such additions or changes as the Treasurer may require or approve, and with approval to be conclusively evidenced by the execution and delivery.

Section 5. The distribution of the Preliminary Official Statement, in substantially the form presented at this meeting, is hereby approved. The Treasurer is authorized to certify on the City's behalf that the Preliminary Official Statement has been "deemed final" by the City, except for certain final pricing and related information, in accordance with Rule 15c2-12 of the Securities and Exchange Commission. The Treasurer is hereby authorized and directed on the City's behalf to execute and deliver to the Underwriter the Final Official Statement, with such additions or changes as the Treasurer may require or approve, and with approval to be conclusively evidenced by the execution and delivery. The Underwriter is hereby directed to distribute copies of the Final Official Statement to all actual purchasers of the Refunding Bonds.

Section 6. The Agreement for Bond-Counsel Services presented at this meeting is hereby approved, and the City Attorney or her designee (the "City Attorney") is hereby authorized and directed to execute and deliver it to Orrick, Herrington & Sutcliffe LLP on the City's behalf in substantially the form presented at this meeting, with any changes the City Attorney may require or approve, and with approval to be conclusively evidenced by the execution and delivery of the Agreement for Bond Counsel Services.

Section 7. The City's officers are hereby each authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents they may deem necessary or advisable to carry out, give effect to, and comply with this resolution, the Twelfth Amendment to Master Project Lease, the Indenture, the Purchase Contract, the Continuing Disclosure Certificate, and the Refunding Bonds. Any such actions previously taken by the City's officers are hereby ratified, confirmed, and approved. This authorization includes but is not limited to— (a) the execution and delivery of any documents required (1) to obtain bond insurance, a reserve-fund surety bond, or both, if deemed 5 4158-1302-8189.5

desirable and (2) to issue the Refunding Bonds in one or more series as taxable or tax-exempt;
(b) the execution of escrow agreements and tax certificates and agreements; and
(c) the purchase of a bond-insurance policy, a reserve-fund surety bond, or both, for the Refunding Bonds if deemed desirable.

Section 8. The Master Project Lease, as amended by the Twelfth Amendment to Master Project Lease, is hereby ratified and confirmed in all respects. The Master Site Lease is also hereby ratified and confirmed in all respects.

Section 9. The issuance and sale of the Bonds by the Authority is hereby approved.

The City Council intends that this resolution constitute approval of the Refunding Bonds by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is located in accordance with section 147(f) of the Code.

Section 10. This resolution takes effect when adopted.

4161-7525-5645.5

RESOLUTION NO. FA2025-___
Adopted by the Sacramento City Financing Authority

_________, 2025

AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF
SACRAMENTO CITY FINANCING AUTHORITY 2025 REFUNDING

REVENUE BONDS (MASTER LEASE PROGRAM FACILITIES) IN A
NOT-TO-EXCEED PRINCIPAL AMOUNT OF $67,000,000;

AUTHORIZING THE EXECUTION AND DELIVERY OF AN

AMENDMENT TO THE MASTER PROJECT LEASE, AND AN

INDENTURE RELATING TO THE REFINANCING OF VARIOUS CITY
FACILITIES; AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE CONTRACT FOR THE BONDS; APPROVING THE

DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND THE

EXECUTION, DELIVERY, AND DISTRIBUTION OF A FINAL OFFICIAL STATEMENT FOR THE BONDS; AND APPROVING CERTAIN OTHER

ACTIONS IN CONNECTION WITH THE BONDS

BACKGROUND
A. The Sacramento City Financing Authority (the “Authority”) and the City of Sacramento (the “City”) are parties to the following agreements:

 A Master Site Lease dated as of December 1, 1999, under which the City leased to the Authority the real property described therein (as amended, the “Master Site Lease”); and a Master Project Lease dated as of December 1, 1999, under which the Authority leased the same real property plus the improvements on that property back to the City (as amended, the “Master Project Lease”). The purpose of these agreements is to finance and refinance certain capital improvements (the “Master Lease Program Projects”). The governing board of the Authority (the “Board”) authorized both agreements by duly adopted resolutions.

B. The City has determined that the costs of the Master Lease Program Projects can be lowered by having the Authority issue refunding revenue bonds and use the proceeds to do the following, all as authorized by this resolution:
 refinance certain of the City’s Base Rental Payments under the Master Project Lease (the “Prior Base Rental Payments”); and
 amend the base rental payments in the Master Project Lease as necessary to refinance the Prior Base Rental Payments.
2 4161-7525-5645.5

C. The City Council has determined that it is in the best interests of the City and its citizens and is necessary and proper for City purposes that the Master Project Lease be so amended by a Twelfth Amendment to Master Project Lease tentatively dated as of September 1, 2025, in substantially the form presented at this meeting (the “Twelfth Amendment to Master Project Lease”).

D. Under the Twelfth Amendment to Master Project Lease, the City will be obligated to make base rental payments to the Authority for the lease of certain property thereunder (the “2025 Base Rental Payments”).

E. The Authority has determined to issue its 2025 Refunding Revenue Bonds (Master Lease Program Facilities) (the “Refunding Bonds”) under an Indenture tentatively dated as of September 1, 2025 (the “Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Authority will use a portion of the proceeds of the Refunding Bonds, together with other available amounts, (1) to refund all or a portion of certain of the Authority’s 2015 Refunding Revenue Bonds (Master Lease Program Facilities), as specified in the Indenture (the “Prior Bonds”); (2) to discharge the Prior Base Rental Payments; (3) to fund a reserve fund, pay the purchase price for a surety bond, or both, at the sole option of the City; and (4) to pay costs of issuance (including any costs of bond insurance).

F. In connection with issuing the Refunding Bonds, the Authority and the City will approve the distribution of a Preliminary Official Statement for the Refunding Bonds (the “Preliminary Official Statement”) and enter into a Bond Purchase Contract providing for the sale of the Refunding Bonds (the “Purchase Contract”). The Preliminary Official Statement and the Purchase Contract will be substantially in the forms of those documents presented to this meeting. After the sale of the Refunding Bonds, the Authority will execute and deliver, and will authorize the distribution of, a Final Official Statement for the Refunding Bonds (the “Final Official Statement”).

G. All acts, conditions, and things required by law to exist, to have happened, and to have been performed precedent to, and in connection with, the authorization of the Authority’s issuance of the Refunding Bonds and the execution and delivery of the Twelfth Amendment to Master Project Lease, the Indenture, and the Purchase Contract do exist, have happened, and have been performed in regular and due time, form, and manner as required by law. Accordingly, the Authority is now duly authorized to execute and deliver the Twelfth Amendment to Master Project Lease, the Indenture, and the Purchase Contract; to approve the distribution of the Preliminary Official Statement; and, after the sale of the Refunding Bonds, to approve the Authority’s execution, delivery, and distribution of the Final Official Statement.
3 4161-7525-5645.5

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE GOVERNING

BOARD OF THE SACRAMENTO CITY FINANCING AUTHORITY RESOLVES AS FOLLOWS:

Section 1. The statements in paragraphs A through G of the Background are true.

Section 2. The Treasurer of the Authority or his designee (the “Treasurer”) is hereby authorized and directed to execute the Twelfth Amendment to Master Project Lease on the Authority’s behalf, and the Secretary of the Authority or her designee (the “Secretary”) is hereby authorized and directed to attest the execution and to deliver the Twelfth Amendment to Master Project Lease. As executed and delivered, the Twelfth Amendment to Master Project Lease must be substantially in the form presented at this meeting, with such additions or changes as the Treasurer may require or approve, and with approval to be conclusively evidenced by the execution and delivery.

Section 3. The Treasurer is authorized and directed to execute and deliver the Indenture on the Authority’s behalf, and the Secretary is authorized and directed to attest the execution and to deliver the Indenture. As executed and delivered, the Indenture must be substantially in the form presented at this meeting, with such additions or changes as the Treasurer may require or approve, and with approval to be conclusively evidenced by the execution and delivery.

Section 4. The issuance of the Refunding Bonds in one or more series, on a federally tax-exempt or taxable basis, in a combined aggregate principal amount not to exceed $67,000,000, on the terms and conditions set forth in, and subject to the limitations specified in, the Indenture, is hereby authorized and approved. The Refunding Bonds must be dated, accrue interest at the rates, mature on the dates, be issued in the form, and be otherwise as provided in the Indenture, as the same must be completed as provided in this resolution.
(a) The Treasurer is hereby authorized and directed to execute, and the Secretary is hereby authorized to countersign, each of the Refunding Bonds on behalf of the Authority, either manually or in facsimile, and this signing will be a sufficient and binding execution of the Refunding Bonds by the Authority. If an officer whose signature appears on the Refunding Bonds ceases to be an officer before the delivery of the Refunding Bonds to the purchaser, then that officer’s signature will nevertheless be valid and sufficient for all purposes as though the officer had remained in office until the delivery of the Refunding Bonds.
4 4161-7525-5645.5

(b) The Refunding Bonds authorized to be issued under the Indenture, when executed, are to be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate the Refunding Bonds by executing the Certificate of Authentication appearing thereon and to deliver the Refunding Bonds, when duly executed and authenticated, to the Underwriter (defined in Section 5) in accordance with written instructions executed on the Treasurer’s behalf. The instructions must provide for the delivery of the Refunding Bonds to the Underwriter upon payment of the purchase price thereof. The Treasurer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the instructions to the Trustee.

Section 5. The Purchase Contract providing for the sale of the Refunding Bonds to BofA Securities, Inc. (the “Underwriter”), in the form presented at this meeting, is hereby approved. The Treasurer is hereby authorized and directed to execute and deliver the Purchase Contract on the Authority’s behalf. As executed and delivered, the Purchase Contract must be in substantially the form presented at this meeting, with such additions or changes as the Treasurer may require or approve, and with approval to be conclusively evidenced by the execution and delivery.

Section 6. The distribution of the Preliminary Official Statement, in substantially the form presented at this meeting, is hereby approved. The Treasurer is authorized to certify on the Authority’s behalf that the Preliminary Official Statement has been “deemed final” by the Authority, except for certain final pricing and related information, in accordance with Rule 15c2-12 of the Securities and Exchange Commission. The Treasurer is hereby authorized and directed on the Authority’s behalf to execute and deliver to the Underwriter the Final Official Statement, with such additions or changes as the Treasurer may require or approve, and with approval to be conclusively evidenced by the execution and delivery. The Underwriter is hereby directed to distribute copies of the Final Official Statement to all actual purchasers of the Refunding Bonds.

Section 7. The Authority’s officers are hereby each authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents they may deem necessary or advisable to carry out, give effect to, and comply with this resolution, the Twelfth Amendment to Master Project Lease, the Indenture, the Purchase Contract, and the Refunding Bonds. Any such actions previously taken by the Authority’s officers are hereby ratified, confirmed, and approved. This authorization includes but is not limited to—
5 4161-7525-5645.5

(a) the execution and delivery of any documents required (1) to obtain bond insurance, a reserve-fund surety bond, or both, if deemed desirable; and (2) to issue the Refunding Bonds in one or more series as taxable or tax-exempt;
(b) the execution of escrow agreements and tax certificates and agreements; and
(c) the purchase of a bond-insurance policy, a reserve-fund surety bond, or both, for the Refunding Bonds if deemed desirable.

Section 9. This resolution takes effect when adopted.

OH&S
Draft
8/4/25
4133-9710-9085.5

When Recorded Return to:

Melissa Warr
Orrick, Herrington & Sutcliffe LLP
400 Capitol Mall, Suite 3000
Sacramento, CA 95814

TWELFTH AMENDMENT TO MASTER PROJECT LEASE
between the

SACRAMENTO CITY FINANCING AUTHORITY
and the

CITY OF SACRAMENTO

RELATING TO THE

SACRAMENTO CITY FINANCING AUTHORITY
2025 REFUNDING REVENUE BONDS
(MASTER LEASE PROGRAM FACILITIES)
Executed and Entered Into as of September 1, 2025

NO DOCUMENTARY TRANSFER TAX
DUE. This Twelfth Amendment to Master
Project Lease is recorded for the benefit of the
City of Sacramento and is exempt from
California documentary transfer tax under
Section 11928 of the California Revenue and
Taxation Code and from recording fees under
Sections 6103 and 27383 of the California
Government Code.

TABLE OF CONTENTS
Page
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4133-9710-9085.5

ARTICLE I.

DEFINITIONS
SECTION 1.01. Definitions.................................................................................................. 5 ARTICLE II.

NO ADDITIONS TO THE PROJECT
SECTION 2.01. Additions to the Project ............................................................................. 7 ARTICLE III.

TERM OF THE MASTER PROJECT LEASE
SECTION 3.01. Term of the Master Project Lease .............................................................. 7 ARTICLE IV.

USE OF PROCEEDS
SECTION 4.01. Use of Proceeds .......................................................................................... 8 ARTICLE V.

RENTAL PAYMENTS
SECTION 5.01. Payment of Rental Payments ..................................................................... 8 SECTION 5.02. Prepayment of Refunding Base Rental Payments. .................................... 9 SECTION 5.03. No Reserve Account ................................................................................ 10 ARTICLE VI.

MISCELLANEOUS
SECTION 6.01. Notices ..................................................................................................... 10 SECTION 6.02. Effect of Twelfth Amen dment to Master Project Lease .......................... 11 SECTION 6.03. Continuing Disclosure ............................................................................. 11 SECTION 6.04. 2025 Bond Insurer Provisions .................................................................. 11 SECTION 6.05. Execution ................................................................................................. 12

TABLE OF CONTENTS
(continued)
Page

-ii-
4133-9710-9085.5

EXHIBIT A
Description of the Site. .................................................................................................................. 1

EXHIBIT B
Refunding Base Rental Payment Schedule .................................................................................... 1

EXHIBIT C
Prior Master Lease Base Rental Payment Schedule ...................................................................... 1

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TWELFTH AMENDMENT TO MASTER PROJECT LEASE
This Twelfth Amendment to Master Project Lease (the " Twelfth Amendment to Master Project Lease"), is executed and entered into as of September 1, 2025, between the Sacramento City 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"), and the City of Sacramento, a municipal corporation duly orga nized and existing under and by vi rtue of the Constitution and laws of the State of California (the "City").

WITNESSETH:

WHEREAS, the City and the Authority duly executed and entered into a Master Site Lease (the " Master Site Lease ") that is dated as of Decem ber 1, 1999, and was recorded on December 14, 1999, in Book 19991214 of the Offici al Records of Sacramento County, at

Page 1004 ends

described therein (the "1999 Site"); and
WHEREAS, the Authority and the City thereafter duly executed and entered into a Master Project Lease (the " Master Project Lease ") that is dated as of December 1, 1999, and was recorded on December 14, 1999, in Book 19991214 of the Official Records of Sacramento County, at Page 1005, whereby the Authority and the City determined that it was in the best interests of the City and the residents of the City and the Redevelopment Agency of the City of Sacramento (the "Agency") for the Authority to assist the City a nd the Agency by financi ng the acquisition and construction of certain capital improvement projects for the City and by financing the acquisition of certain loan obligations of the Agency so that the Agency can undertake redevelopment activities for the benefit of the City, and the Authority leased the 1999 Site to the City, together with the improvements located thereon; and
WHEREAS, under the Master Project Lease, the Authority may from time to time finance or refinance the acquisition and construction of additional capita l improvement projects for the City (a) by the City leasing to the Authority additi onal parcels of real property as provided in the Master Site Lease, and (b) by the Authority leasi ng to the City those additional parcels of real property, together with the improve ments then located thereon or to be acquired and constructed thereon (each an "Additional Project"); and
WHEREAS, under an Amendment to Master Site Lease between the City and the Authority (the "Amendment to Master Site Lease") that was executed and entered into as of July 1, 2000, and was recorded on July 25, 2000, in Book 20000725 of the Official Reco rds of Sacramento County, at Page 1311, and an Amendment to Master Project Lease between the Authority and the City executed and entered in to as of July 1, 2000, and was recorded on July 25, 2000, in Book 20000725 of the Official Records of Sacramen to County, at Page 1312, the Authority and the City provided for the financing of the acquisition and construction of certain additional capital improvement projects for the City by the City leas ing to the Authority additional parcels of real property and the Authority leasing to the City thos e additional parcels of re al property, together with the improvements located thereon; and

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WHEREAS, under a Second Amendment to Master Site Lease between the City and the Authority that was executed and entered into as of April 1, 2 001, and was recorded on April 24, 2001, in Book 20010424 of the Official Records of Sacramento County, at Page 1415, and a Second Amendment to Master Project Lease between the City and the Authority that was executed and entered into as of April 1, 2001, and that was recorded on April 24, 2001, in Book 20010424 of the Official Records of Sacramento County, at Page 1416, the Authority and the City provided for the financing of the acquisition and construc tion of certain addition al capital improvement projects for the City by the City leasing to the Authority additional parcels of real property and the Authority leasing to the City those additional parcels of real proper ty, together with the improvements located thereon; and
WHEREAS, under a Third Amendment to Master Site Lease between the City and the Authority that was executed and entered into as of July 1, 2002, and was recorded on July 1, 2002, in Book 20020701 of the Official Records of S acramento County, at Page 1649, and a Third Amendment to Master Project Lease between the City and the Authority that was executed and entered into as of July 1, 2002, and was recorded on July 1, 2002, in Book 20020701 of the Official Records of Sacramento County, at Page 1650, the Authority and the City provided for the financing of the acquisition and construction of certain additional capital improvement projects for the City by the City leasing to the Authority additional parcels of real property to the Authority and the Authority leasing to the City those additi onal parcels of real prop erty, together with the improvements located thereon; and
WHEREAS, under a Fourth Amen dment to Master Site Leas e between the City and the Authority that was executed and entered into as of September 1, 2003, and was recorded on September 29, 2003, in Book 20030929 of the Official Records of Sacramento County, at

Page 2762 ends

that was executed and entered into as of September 1, 2003, and was recorded on September 29, 2003, in Book 20030929 of the Official Records of Sacramento County, at Page 2763, the Authority and the City provided for the financing of the acquisi tion and construction of certain additional capital improvement projects for the City by the City leasing to the Authority additional parcels of real property and the Authority leasing to the City those additional parcels of real property, together with the improvements located thereon; and WHEREAS, under a Fifth Amendment to Master Project Lease between the City and the Authority that was executed an d entered into as of June 1, 2005, and was recorded on July 11, 2005, in Book 20050711 of the Official Records of Sacramento County, at Page 498, the Authority and the City provided for the ref unding of a portion of the Sacramento City Financing Authority 1999 Capital Improvement Revenue Bonds (Solid Waste and Redevelopment Projects), all of the Sacramento City Financing Authority 2000 Ca pital Improvement Revenue Bonds (City of Sacramento 2000 Public Safety and Parking Impr ovements), and a portion of Sacramento City Financing Authority 2001 Capital Improvement Revenue Bonds (Water and Capital Improvement Projects) (the "2001 Bonds") and the Sacramento City Financing Authority 2002 Revenue Bonds, Series A (City Hall and Rede velopment Projects) (the " 2002 Bonds ") by amendment and restatement of the 1999 Base Rental Payments , the 2000 Base Rental Payments, the 2001 Base Rental Payments and the 2002 Base Rental Payments (as defined below) under the Master Project Lease; and

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WHEREAS, under a Fifth Amendment to Master Site Lease between the City and the Authority that was executed and entered into as of June 1, 2006, and was recorded on June 14, 2006, in Book 20060614 of the Official Records of Sacramento County, at Page 175, and a Sixth Amendment to Master Project Lease between the City and the Authority that was executed and entered into as of June 1, 2006, and was recorded on June 14, 2006, in Book 20060614 of the Official Records of Sacramento County, at Page 176, the Authority and the City provided for the financing of the acquisition and construction of certain additional capital improvement projects for the City by the City leasing to the Authority addi tional parcels of real property and the Authority leasing to the City those additional parcels of real property, together with the improvements located thereon; and
WHEREAS, under a Sixth Amendment to Master Site Lease between the City and the Authority that was executed and entered into as of December 1, 2006, and was recorded on December 11, 2006, in Book 20061211 of the Offici al Records of Sacramento County, at

Page 598 ends

that was executed and entered into as of December 1, 2006, and was recorded on December 11, 2006, in Book 20061211 of the Official Records of Sacramento County, at Page 616, the Authority and the City provided for the (a ) refunding of all of the 2001 Bonds and a portion of the 2002 Bonds and the Sacramento City Financing Au thority 2003 Capital Improvement Revenue Bonds (911 Call Center and Other Mu nicipal Projects) (the " 2003 Bonds ") by amendment and restatement of the 2001 Base Rental Payments, the 2002 Base Rental Payments, and the 2003 Base Rental Payments (as defined below) under the Ma ster Project Lease; and (b) financing of the acquisition and construction of certain additional capital improvement projects for the City by the City leasing to the Authority additional parcels of real property to the Authority and the Authority leasing to the City those additional parcels of real property, together with the improvements located thereon; and
WHEREAS, under a Seventh Amendment to Mast er Site Lease between the City and the Authority that was executed and entered into as of February 22, 2011, and was recorded on April 1, 2011, in Book 20110401 of the Official Records of Sacramento County, at Page 386, and an Eighth Amendment to Master Project Lease between the City and the Authority that was executed and entered into as of February 22, 2011, and was recorded on April 1, 2011, in Book 20110401 of the Official Records of Sacramento County, at Pa ge 385, the Authority and the City amended the Master Project Lease to delete certain real prop erty from the Project (a s defined in the Master Project Lease) as provided in the Master Project Lease; and WHEREAS, under an Eighth Amendment to Mast er Site Lease between the City and the Authority that was executed and entered into as of June 5, 2014, and was recorded on June 12, 2014, in Book 20140612 of the Official Records of Sacramento County, at Page 887, and a Ninth Amendment to Master Project Lease between the City and the Authority that was executed and entered into as of June 5, 2014, and was recorded on June 12, 2014, in Book 20140612 of the Official Records of Sacramento County, at Pa ge 888, the Authority and the City amended the Master Project Lease to delete certain real prop erty from the Project as provided in the Master Project Lease; and
WHEREAS, under a Ninth Amendm ent to Master Site Lease between the City and the Authority that was executed and entered into as of October 1, 2015, and was recorded on October

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13, 2015, in Book 2015013 of th e Official Records of Sacram ento County, at Page 566, and a Tenth Amendment to Master Project Lease between the City and the Authority that was executed and entered into as of October 1, 2015, and was recorded on October 13, 2015, in Book 2015013 of the Official Records of Sacramento County, at Page 567, the Authority and the City provided for the refunding of certain prior bonds by amendment and restatement of the base rental payments relating thereto under the Master Project Lease; and
WHEREAS, under a Tenth Amendment to Master Site Lease between the City and the Authority that was executed and entered into as of May 1, 2024, and was recorded on May 9, 2024, as Document # 202405090451 in the Official Record s of Sacramento County, and an Eleventh Amendment to Master Project Lease between the City and the Authority that was executed and entered into as of May 1, 2024, and was recorded on May 9, 2024, as Document # 202405090452 in the Official Records of Sacramento County, the Authority and the City extended the term of the Master Site Lease and the Master Project Lease and amended the Master Project Lease to delete certain real property from the Project as provided in the Master Project Lease; and WHEREAS, the City is currently obligated under the Master Project Lease to make certain scheduled base rental payments to the Authority for the lease of the Project by the Authority to the City (the "2015 Base Rental Payments") and may provide for the discharge and satisfaction of a portion of the base rental payments under Section 13.01(b) of the Master Project Lease; and WHEREAS, the Authority and the City have dete rmined that it is in the best interests of the City and the residents of the City to refund on a current basis the Sacramento City Financing Authority 2015 Refunding Revenue Bonds (Master Lease Program Facilities), which relate to the Prior Master Lease Base Rental Payments (as defined below) (referred to herein as the " Prior Bonds") in accordance with their terms from the pro ceeds of the sale of the Sacramento City Financing Authority 2025 Refundi ng Revenue Bonds (Master Leas e Program Facilities) (the "Refunding Bonds") issued under the terms of the Indenture (the "2025 Indenture") dated as of September 1, 2025, between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"); and
WHEREAS, certain of the proceeds of the sale of the Refunding Bonds, together with other available amounts, will be de posited with the Trustee, ac ting as escrow agent (the " Escrow Agent") under an Escrow Agreement, dated as of September 1, 2025, between the Authority and the Escrow Agent, to be held in trust in certain escrow funds by the Escrow Agent and applied to the payment or redemption of the Prior Bonds, all as more particularly set forth in the Escrow Agreement; and
WHEREAS, in accordance with Section 13.01 of the Master Project Lease, the amounts on deposit under the Escrow Agreement will be sufficient to pay when due the principal component of all of the 2015 Base Rental Payments, as set forth in Exhibit C attached hereto and incorporated herein and made a part hereof (the "Prior Master Lease Base Rental Payments") on and before its payment date or its date of prepayment, as the case may be, and the interest component and prepayment premium, if any, thereon, so that any unpaid principal component of a Prior Master Lease Base Rental Payment will, before its scheduled payment date or date of prepayment, be deemed to have been paid within the meaning of and with the effect expressed in Section 13.01(b) of the Master Project Lease, as applicable (except that the City will remain liable for the Prior

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Master Lease Base Rental Payments, but only out of the money or securities deposited with the Escrow Agent in the escrow fund for the Prior Master Lease Base Rental Payments as more fully set forth in the Escrow Agreement); and
WHEREAS, in order to provide for the pa yment of the Refunding Bonds, the Authority will lease to the City, under the Twelfth Amendment to Master Pr oject Lease, the Project as provided in the Master Project Lease; and
WHEREAS, under the Twelfth Amendment to Master Project Lease, the City will become obligated thereunder to make certain scheduled base rental payments (the " Refunding Base Rental Payments") and additional rental payments (the "2025 Additional Rental Payments") to the Authority, together with other Base Rental Payments, for the lease of the Project to the City; and
WHEREAS, the Authority and the City hereby certify that all acts, conditions, and things required by law to exist, to have happened, and to have been performed precedent to and in connection with the execution and entering into of the Twelfth Amendment to Master Project Lease do exist, have happened, and have been performed in regular and due time, form, and manner as required by law, and the part ies hereto are now duly authorized to execute and enter into the Twelfth Amendment to Master Project Lease;

NOW, THEREFORE, IN CONSIDERATIO N OF THE PREMISES AND OF THE

MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER

VALUABLE CONSIDERATION, THE PARTIE S HERETO DO HEREBY AGREE AS FOLLOWS:

ARTICLE I.

DEFINITIONS
SECTION 1.01. Definitions.
(a) All the terms defined in Sect ion 1.01 of the Master Project Lease (except as otherwise provided herein) have the same definitions in the Twelfth Amendmen t to Master Project Lease that are given to them in Section 1.01 of the Master Project Lease. (b) Unless the context otherwise requires, the terms defined in this section have the meanings given in this section for all purposes of this Twelfth Amendment to Master Project Lease and of the Master Project Lease and of any certificate, opinion, repor t, request, or other document mentioned herein or therein, and the following definitions apply equally to both the singular and plural forms of the terms defined:
"2025 Indenture " means the Indenture dated as of September 1, 2025, between the Authority and the Trustee, as originally ex ecuted and as it may from time to time be amended or supplemented as provided therein, under which the Authority will execute and deliver the Refunding Bonds, and which const itutes a Supplemental Indenture under the Master Project Lease.

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["2025 Bond Insurance Policy " means the Municipal Bond Insurance Policy issued by the 2025 Bond Insurer that guarantees the schedu led payment of principal of and interest on the Insured Bonds (as defined in the 2025 Indenture).] ["2025 Bond Insurance Policy Costs" means the Policy Payments and the Reimbursement Amounts and any other amounts owed with respect to repayment of draws on the 2025 Bond Insurance Policy, including intere st thereon at a rate specified in the 2025 Indenture and expenses owed to the 2025 Bond Insurer related to the 2025 Bond Insurance Policy.]
["2025 Bond Insurer" means [Insurer], or any successor thereto.] "2025 Additional Rental Payments " means the payments desc ribed in Section 5.01(b) hereof.
"Escrow Agreement " means the Escrow Agreement, dated as of September 1, 2025, between the Authority and The Bank of New York Mellon Trust Company, N.A., as escrow agent, providing for the refunding and defeas ance of the Prior Bonds and the discharge, payment, and satisfaction of the Prior Master Lease Base Rental Payments. "Escrow Fund" means the Escrow Fund relating to the Prior Bonds established under the Escrow Agreement and Section 4.01 hereof and maintained by the Escrow Agent. "Principal Payment Date" means December 1 of each year, commencing on December 1, 2026, and ending on the last principal payment date of the Refunding Bonds. "Prior Bonds " means the outstanding Sacramento City Financing Authority 2015 Refunding Revenue Bonds (Master Lease Program Facilities), as more fully described in Exhibit A to the 2025 Indenture.
"Prior Master Lease Base Rental Payments" means the Base Rental Payments under the Master Project Lease, which, upon the issuance of the Refunding Bonds and the deposit of certain proceeds thereof, together with othe r available amounts, with the Escrow Agent under the Escrow Agreement, will be deemed paid and satisfied and which are more fully set forth in Exhibit C hereto.
"Project" has the meaning given it in the recitals.
"Refunding Base Rental Payments " means the paymen ts payable by the City as Base Rental Payments under Section 5.01(a) hereof , which constitute Base Rental Payments under the Master Project Lease.
"Refunding Bonds " means the Sacramento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities) issued by the Authority under the 2025 Indenture, which constitute Additional Bonds under the Master Project Lease, the proceeds of which will be used by the Authority as a portion of the source of funds for the refunding of the Prior Bonds and used by the City for the discharge, payment, and satisfaction of the Prior Master Lease Base Rental Payments.

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"Twelfth Amendment to Master Project Lease " means this Twelfth Amendment to Master Project Lease executed and entered into as of September 1, 2025, between the Authority and the City, amending the Master Project Lease to refund a portion of the Project leased by the Authority to the City thereunder. "Trustee" means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under and by virtue of the laws of the United States of America and authorized to accept and execute trusts of the character set forth in the 2025 Indenture, at its Principal Corporate Trust Office (as that term is defined in the 2025 Indenture), and its successors or assigns, or any other ba nk or trust company having a corporate trust office in Los Angeles or San Francisco, California, that may at any time be substituted in its place as provided in Section 5.01 of the 2025 Indenture.

ARTICLE II.

NO ADDITIONS TO THE PROJECT
SECTION 2.01. Additions to the Project. This Twelfth Amendment to Master Project Lease makes no additions or modifications to the Project.

ARTICLE III.

TERM OF THE MASTER PROJECT LEASE
SECTION 3.01. Term of the Master Project Lease. The term of the Master Project Lease shall (subject to Section 13.01 of the Master Project L ease) remain November 30, 2036, except as follows: if, on November 30, 2036, all Refunding Base Rental Payments and the interest accrued thereon, all 2025 Additional Rental Paymen ts and the interest a ccrued thereon, and all fees and expenses of the Trust ee relating to the Refunding Bonds have not been fully paid in accordance with the Master Project Lease, or if any Refunding Base Rental Payments have been abated so that any of the Bonds otherwise pa yable from the abated Refunding Base Rental Payments have not been fully paid in accordance with the terms of the 2025 Indenture, then the term of the Master Project Lease will be extended until the earlier of (a) the date on which all such payments and all such Bonds have been fully pa id in accordance with the Master Project Lease and the 2025 Indenture; or (b) November 30, 2046, except that if all such payments have been fully paid before November 30, 2046, then the term of the Master Site Lease will end on the date of full payment.

If the term of the Master Site Lease is extended or shortened in accordance with the terms thereof, then, subject to Section 14.06 of the Master Project Lease, the term hereof will end on the day immediately preceding the date of termination of the Master Site Lease.

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ARTICLE IV.

USE OF PROCEEDS
SECTION 4.01. Use of Proceeds. The parties he reto agree that under Section 2.12 of the 2025 Indenture, a portion of the proceeds of the Refunding Bonds will be deposited directly into the Escrow Fund (namely, $[_______]) and a portion of the proceeds of the Refunding Bonds (namely, $[____]) will be deposited in the Sacramento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities) Costs of Issuance Fund (the "Costs of Issuance Fund"), which fund is established under the 2025 Indenture, and that the remainder of the proceeds of the Refunding Bonds will be applied to pay [the premiums for 2025 Bond Insurance Policy and other] necessary financing cost s, so that all of the proceed s of the Refunding Bonds in the aggregate will constitute the payment for the acquisition of the Twelfth Amendment to Master Project Lease. The Costs of Issuance Fund will be used by the City to pay for the costs of issuing the Refunding Bonds, refunding the Prior Bonds, a nd discharging the Prior Master Lease Base Rental Payments.

ARTICLE V.

RENTAL PAYMENTS
SECTION 5.01. Payment of Rental Payments. Th e City agrees to pay to the Authority or the Authority's successor or assigns, without deduction or offset of any kind, as rental for the use and occupancy of the Project, the following amounts at the following times:
(a) Refunding Base Rental Payments. The City shall pay to the Authority the Refunding Base Rental Payments which are due in the amounts and at the times set forth in the Refunding Base Rental Payment Schedule contained in Ex hibit B attached hereto and made a part hereof, which Refunding Base Rental Payments will be payable by the City, together with certain other Base Rental Payments, for the lease of the Project to it. Each Refunding Base Rental Payment will be payable to the Trustee (as assignee of the Authority under the 2025 Indenture) in immediately available funds on or before the fifteenth (15th) day immediately preceding each Base Rental Payment Date (the " Due Date"), and any payments remitted to the Trustee before any Due Date are to be invested for the credit of the City as instructed by the City, and any interest or other income with respect thereto accruing before each Due Date will belong to the City and will be returned by the Trustee, on behalf of the Authority, to the City on June 1 and December 1 of each year or be transferred as otherwise directed by the City. The City shall provide written notice to the Trustee at least 30 Business Days before any Due Date upon which it expects to be unable to pay the Refunding Base Rental Payment due on the Due Date, informing the Trus tee of its expected inability to pay the Refunding Base Rental Payment due on the Du e Date. The City covenants (subject to Section 6.04 of the Master Project Lease) to take such action each year as may be necessary to include all Refunding Base Rental Payments due hereunder in its annual budgets and (to the extent that provisions for the payment of Refunding Base Rental Payments have not been otherwise made) to make the necessary annual appropriations for all of the Refunding Base Rental Payments, and the City will furnis h to the Trustee, within 90 days after the final adoption of each annual budget of the City, a certificate that the annual budget of the

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City provides for all of the Refunding Base Rental Payments required to be made hereunder in such year.

If the term of the Master Project Lease shall have been extended pursuant to Section 3.01 hereof, Refunding Base Rental Payment installments shall c ontinue to be due on June 1 and December 1 in each year, and payable prior thereto as hereinabove described, continuing to and including the date of termination of this Twelfth Amendment to Master Project Lease. Upon such extension of term , the City shall deliver to the Trustee a Certificate setting forth the extended rent al payment schedule, which schedule shall establish the principal and interest components of the Refunding Base Rental Payments so that the principal components will in the aggregate be sufficient to pay all unpaid principal components with interest components sufficient to pay all unpaid interest components plus interest [and to pay any 2025 Bond Insurance Policy Costs].

If at any time the Refunding Base Rental Paym ents shall not have been paid by the City when due, for any reason whatsoever, and no other source of funds shall have been available to make the payments of principa l and interest on the Bonds, the principal and interest components of the Refunding Base Rent al Payments shall be recalculated by the City to reflect interest on the unpaid Ref unding Base Rental Paym ents [and to pay any 2025 Bond Insurance Policy Costs]. Upon requ est by the Authority or the Trustee, a revised Exhibit B to this Twelfth Amendment to Master Project Lease shall be prepared by the City and supplied to the Authority and the Trustee reflecting such recalculation. (b) 2025 Additional Rental Payments. The City shall pay to the Au thority or the Trustee, as the case may be, as " 2025 Additional Rental Payments " hereunder (in addition to the foregoing Refunding Base Rental Payments) a ll amounts in each year as are required by the Authority or the Trustee for the payment of all costs and expenses incurred by the Authority or the Trustee in connection with the performance, enforcement, or amendment of the Twelfth Amendment to Master Project Lease, including but not limited to payment of all fees and expenses of the Authority or the Trustee in connection with the lease of the Project to the City, together with all sala ries and wages of em ployees; all expenses, compensation, and indemnification of the Trustee payable by the Authority under the 2025 Indenture; all fees of audito rs, accountants, atto rneys, or engineers; [all insurance premiums;] and all taxes and a ll other necessary administrativ e costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Refunding Bonds or the 2025 Indent ure or hereof[, including the payment of all costs due under the 2025 Bond Insuranc e Policy.] The 2025 Additional Rental Payments are to be billed to the City by the Authority or by the Trustee from time to time, and all amounts so billed will be due and pa yable by the City to the Authority or the Trustee, as designated in the bill to the City, within 30 days after receipt of the bill by the City. The City reserves the right to aud it billings for 2025 Additional Rental Payments although exercise of that right will in no way affect the duty of the City to make full and timely payment for all 2025 Additional Rental Payments.

SECTION 5.02. Prepayment of Refunding Base Rental Payments.

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(a) The City may prepay, from eminent-domain proceeds or net insurance proceeds it receives under Section 9.01 of the Master Project Leas e, all or any portion of the principal components of Refunding Base Rental Payments then unpaid, as a whole or in part, on any date in integral multiples of $5,000 so that the aggregat e annual amounts of principal components of Refunding Base Rental Payments that will be payable after the prepayment date will each be in an integral multiple of $5,000 and be as nearly proportional as practicable to the aggregate annual amounts of principal components of Refunding Base Rental Payments then unpaid, at a prepayment price equal to the sum of the principal components prepaid plus accrued interest ther eon to the date of prepayment, without a prepayment premium.
(b) The City may prepay, from any source of available funds, all or any portion of the principal components of Refunding Base Rental Paymen ts due on the Principal Payment Dates on or after December 1, [____], as a whole on any date on or after December 1, [___], or in part in such amounts in integral multiples of $5,000 and from such maturities as are selected by the Treasurer of the City on any date on or after December 1, [____], at a prepayment price equal to the sum of the principal components prepaid plus accrued interest thereon to the date of prepayment, without a prepayment premium.
(c) Before making any prepayment under this Section 5.02, the City shall, within five Business Days following the event creating the right or obligation to prepay, give written notice to the Authority and the Trustee describing the event and specifying the date on which the prepayment will be made, which date must not be less than 75 days after the date notice is given.

SECTION 5.03. No Reserve Account. No reserve account has been established or funded with respect to the Refunding Bonds.

ARTICLE VI.

MISCELLANEOUS
SECTION 6.01. Notices. All written notices to be given hereunder must be given by first-class mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time:

If to the City: City of Sacramento
915 I Street, Historic City Hall, 3rd Floor
Sacramento, California 95814
Attention: Debt Manager
If to the Authority: Sacramento City Financing Authority c/o City of Sacramento
915 I Street, Historic City Hall, 3rd Floor
Sacramento, California 95814
Attention: Debt Manager

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If to the Trustee: The Bank of Ne w York Mellon Trust Company, N.A. 333 S. Hope Street, Suite 2525
Los Angeles, California 90071
Attention: Corporate Trust Department

SECTION 6.02. Effect of Twelfth Amendment to Ma ster Project Lease. Except as herein otherwise expressly provided, the Master Project Lease and all agreements, conditions, covenants, and terms contained th erein remain in full force and e ffect and are hereby approved, confirmed, and ratified by the parties hereto, subject to the following:
(a) the leasing by the City to the Authority of the Site will not affect or result in a merger of the City's leasehold estate under the Master Project Lease and its fee simple estate as lessor under the Master Site Lease, and the Authority will continue to have and hold a leasehold estate in the Site under the Master Site Lease throughout th e term thereof and the term hereof; and, as to the Site, the Twelfth Amendment to Master Project Lease will be deemed and constitute a sublease; and
(b) the City agrees that (1) if it proceeds under Section 2.06 of the Master Project Lease to add an Additional Project to the Project, the real property so added will be property that has been accepted by the City,[ and the 2025 Bond Insurer] will be provided with a copy of the certificate executed by the City in accord ance with Section 2.06; (2) [the 2025 Bond Insurer will have the right to give notice of covenant defaults under Section 12.01 of the Master Project Lease, and the notice will have the same force and effect hereunder as if it came from the Authority or the Trustee]; (3) th e City may not terminate the Master Site Lease or the Master Project Lease as a reme dy for a default by the Authority thereunder; and (4) a default under the Master Project Lease will constitute an Event of Default under the 2025 Indenture.

SECTION 6.03. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all provisions in the Continuing Disclosure Certificate of the City relating to the Refunding Bonds. Notwithstanding any other provision of this Master Project Lease, failure of the City to comply with its ob ligations under the C ontinuing Disclosure Certificate will not be an Event of Default unde r the Master Project Lease. However, the Participating Underwriter (within the meaning of the Continuing Disclosure Certificate) or any holder or beneficial owner of the Refunding Bonds may take such actions as may be necessary and appropriate, including seeking sp ecific performance by court order, to cause the City to comply with its obligations under this Section 6.04. [The City hereby covenants and agrees to provide the 2025 Bond Insurer with all notices and other information it is obligated to provide under the Continuing Disclosure Certificate.]
SECTION 6.04. [2025 Bond Insurer Provisions.
(a) The 2025 Bond Insurer will be deemed to be the sole Holder of Insured Bonds (as defined in the 2025 Indenture) for so long as no Insurer Default (as defined in the 2025 Indenture) has occurred and is continuing.

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(b) The 2025 Bond Insurer is recognized as and shall be deemed to be a third party beneficiary of the Master Project Lease and may enforce the provisions of the Master Project Lease conferred upon, given or granted to the 2025 Bond Insurer thereunder.] SECTION 6.05. Execution. The Twelfth Amendmen t to Master Project Lease may be executed and entered into in several counterpar ts, each of which will be deemed an original, and all of which will constitute but one and the same instrument.

4133-9710-9085.5

IN WITNESS WHEREOF, the parties hereto ha ve executed and entered into the Twelfth Amendment to Master Project Lease by their officers thereunto duly authorized as of the day and year first written above.

SACRAMENTO CITY FINANCING AUTHORITY

By
John P. Colville, Jr., Treasurer
ATTEST:

Secretary

CITY OF SACRAMENTO

By
John P. Colville, Jr., City Treasurer
(SEAL)
ATTEST:

City Clerk
APPROVED AS TO FORM:

Senior Deputy City Attorney

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EXHIBIT A

Description of the Site.

All those certain parcels of real property in the City of Sacramento, the County of Sacramento, the State of California, described as follows:

THE LAND REFERRED TO HEREIN B ELOW IS SITUATED IN THE CITY OF

SACRAMENTO, COUNTY OF SACRAMENTO , STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL "A" (Fire Station No. 1):

Lots 3 and 4 in the block bounded by 6th and 7th, "Q" and "R" Streets of the City of Sacramento, according to the official plat thereof.

APN: 006-0262-006, 006-0262-009, 006-0262-010, 006-0262-011, 006-0262-015 PARCEL "B" (Fire Station No. 10):

All that portion of the West one-half of the Northwest one-quarter of the Northwest one-quarter of Section 27, Township 8 North, Range 5 East, M.D.B.&M., described as follows:

Beginning at a point on the East line of the West one-half of th e Northwest one-quarter of the Northwest one-quarter of Section 27, said East line also being the center line of 66th Street, from which point of beginning the Nort hwest corner of said Section 27 (said Northwest corner being located on the center line of Fruitridge Road) bears North 00°13' West 319.47 feet and North 89°53'45" West 664.50 feet; thence from said point of beginning al ong the East line of the West one-half on the Northwest one-quart er of the Northwest one-quarter of said Section 27, and the center line of said 66th Street, South 00°13' East 200.00 feet; thence parallel to the North line of said Section 27, North 89°53'45" West 425.06 feet to a point located East 239.25 feet from the West line of said Section 27; thence parallel to the West line of said Section 27, North 00°14'20" West 200.00 feet; thence parallel to the North line of said Section 27, South 89°53'45" East 425.13 feet to the point of beginning.

APN: 027-0040-046
[Check legal description provided by title company – parcels C and D were deleted in 2024] PARCEL "E" (Fire Station No. 16):

The South 257.5 feet of Lot 5 (meas ured from the centerline of a road on the South) of Garden Dale, according to the official plat thereof, file d in the office of the Recorder of Sacramento County, California, on April 28, 1910, in Book 10 of Maps, Map No. 23.

Excepting therefrom the North 65 feet of the East 150 feet of the West 190 feet.

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The subdivision of said Lot 5 bein g made on the basis that the lot are includes one-half of the adjoining roads as shown on said plat.

APN: 049-0031-016
PARCEL "F" (Fire Station No. 17):

All that portion of the West 30 ac res of the South one-half of the Northwest one-quarter of Section 18 as shown on the "Map of Survey and Subdivision of Rancho Del Paso", recorded in the office of the County Recorder of Sacramento County, March 5, 1911, in Book A of Surveys, Map No. 94, described as follows:

Commencing at a point on the quarter section line located North 89° 02 1/2' East 730 feet from the section corner common to Sections 11 and 18 of said Rancho Del Paso; thence from said point, and along the one-quarter section line, North 89° 02 1/2' East 260 feet; thence North 1° 46 1/2' West 76.6 feet to the center line of a road known as Marysville Road, thence along the centerline of Marysville Road, North 35° 26' West 183.5 feet; thence South 89° 2 1/2' West 158.3 feet; thence South 1° 46 1/2' East 227.8 feet to the point of commencement.

APN: 237-0091-011
PARCEL "G" (Fire Station No. 19):
"Parcel K" as shown on the official plat of Point West, recorded in the office of the Recorder of Sacramento County, in Book 82 of Maps, Map No. 17.

APN: 277-0271-002
PARCEL "H" (Lawrence Park):

Lots A and B as shown on the Plat of "Fruitridge Oaks Unit No. 3", recorded in the office of the County Recorder of Sacramento County, January 7, 1953, in Book 34 of Maps, Map No. 3.

APN: 022-0135-001 and 022-0205-001
PARCEL "I" (Rooney Police Station and Police Garage (Formerly known as Rooney Police Facility)):

Parcels A, B, and D of that certain Parcel Map entitled "Portion of S.E. 1/4 of Section 19, T. 8 N., R. 5 E., M.D.B. & M.", filed in the office of the Recorder of Sacramento County, California, on October 31, 1979, in Book 53 of Parcel Maps, Map No. 5.

APN: 022-0221-036
PARCEL "J" (Fire Station No. 7):

All that portion of th e certain "384.987 Acres" Tract of land designated "Western Enterprises 384.987 Acres" on the Record of Survey entitled, "Portion of Sections 10 and 15, T. 7 N., R. 5 E.,

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M.D.B.&M.", filed in the office of the Recorder of Sacramento County, California, on June 30, 1959, in Book 14 of Surveys, Map No. 24, described as follows:

Beginning at a point on the West line of said 384.987 acre tract of land, said point of beginning is further described as being locate d on the West line of said S ection 10 and on the center line of Valley Hi Drive, from which point of beginning the Southwest corner of said Section 10 bears South 02°04'02" East 490.00 feet; thence from said point of beginning North 89°44'55" East 50.00 feet; thence Northeasterly curving to the right on an arc of 25.00 feet radius, said arc being subtended by a chord bearing North 44°44'54" Ea st 35.36 feet to a point on the South line of Windham Way; thence along the South line of said Windham Way North 89°44'55" East 100.00 feet; thence South 00°15'05" East 240.99 feet; thence South 89°44'55" West 175.00 feet to a point on the West line of said 384.987 acre tract of land and on the center line of said Valley Drive; thence along said West line and the center line North 00°15'05" Wes t 215.99 feet to the point of beginning.

APN: 117-0170-006
PARCEL "K" (Wm. Curtis Park):

All that portion of the West one-half of Section 18, Township 8 North, Range 5 East, M. D. B. & M., described as follows:

Beginning at the intersection of the South line of Donner Way, formerly 3rd Avenue, with the East line of 26th Street, formerly Cur tis Avenue, as the same is show n and delineated on the official map of Curtis Oaks, filed in th e office of the Recorder of Sa cramento County, California, on January 19, 1907, in Book 7 of Maps, Map No. 49, a nd which point of inte rsection is due South

58.00 feet from the Southwest corner of Lot 184 of said Curtis Oaks; thence from said point of beginning, along the South line of said Donner Way parallel to and distant 58.00 feet Southerly, at right angles, from the North line of said Donner Way, East 180.00 feet; thence along a line which is parallel to and distant 180.00 feet Easter ly, measured at right angles, from the division line common to the lands owned by George H. Cutter and Carrie M. Cutter, his wife, on the East, and the land of Hickman Investment Company, a corporation, on the East, South 00° 02' East 2696.56 feet to a point on the Northerly line of Sutterville Road, formerly known as 12th Avenue and as Palmetto Avenue; thence along the Northe rly line of said Sutterville Road South 78° 07' West 367.84 feet; thence along a lin e which is parallel to a nd distant 180.00 feet Westerly, measured at right angles, from the division line common to the said lands of George H. Cutter and Carrie M. Cuter, his wife, on the East, and the land of Hickman Investment Company, a corporation, on the West, North 00° 02' West 2772.22 feet to the South line of said Donner Way; thence along the South line of sa id Donner way, paralle l to and distant 58.00 feet Southerly, at right angles, from the North line of said Donner Way, East 180.00 feet to the point of beginning.

APN: 013-0204-016, 013-0213-001, 013- 0224-001, 013-0265-001, 013-0266-001, 013-0315- 001, 013-0364-001
PARCEL "L" (Stanford Park"):

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The entire block bounded by 27th and 28th, "B" a nd "C" Streets of the City of Sacramento, according to the official plat thereof; togeth er with South one-half of abandoned "B" Street adjacent said block lying between 27th and 28th Streets, excepting the West 60.00 feet of said abandoned "B" Street.

APN: 003-0101-001
PARCEL "M" (24th Street Corp Yard (formerly known as 24th Corp Yard)):

All that portion of the Northeast one-quarter of Section 25, Township 8 North, Range 4 East, M.D.B. & M., lying South of the South line of the easement and right of way conveyed in the Deed from Emma E. Rose, to the City of Sacramento, a municipal corporation, dated January 24, 1918, recorded January 30, 1918, in Book 478 of Deeds, Page 497.

EXCEPTING THEREFROM the following two (2) parcels:
(a) All that portion described in the deed from Emma E. Rose, to the City of Sacramento, a municipal corporation, dated August 1, 1941, recorded August 4, 1941, in Book 899 of Official Records, Page 182.
(b) All that portion lying within Parcel No. 2 described in the deed from the City of Sacramento, a municipal corporation, to Sacramento City Financing Authority, a joint exercise of powers entity duly organized and existing under and by virtue of the laws of the State of California, dated November 20, 1989, recorded November 28, 1989, in Book 891128 of Official Records,

Page 689 ends

APN: 035-0010-048
PARCEL "N" (Brockway Park):

Brockway Park as shown on the Plat of Wright & Kimbrough College Tract, filed in the office of the Recorder of Sacramento County, Califor nia, on March 30, 1926, in Book 18 of Maps, Map Nos. 67 and 68, and consisting of two (2) segments as follows:
(a) East by West line of Freepor t Boulevard, West by East line of Brockway Court, and North by South line of 11th Avenue, all as shown on said plat. (b) East by West line of Freepor t Boulevard, West by East line of Brockway Court, and South by North line of 11th Avenue, all as shown on said plat.

APN: None (Shown on AP Maps 12-38 & 12-40)
PARCEL "O" (Cabrillo Park):

Parcel No. 1:

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Lot 209 of Wright & Kimbrough Willow Rancho Unit No. 2, according to the official plat thereof, filed in the office of the R ecorder of Sacramento County, California, on January 4, 1955, in Book 39 of Maps, Map No. 16.

APN: 047-0242-001
Parcel No. 2:

All that portion of Lot B of Wright & Kimbrough Willow Rancho Unit No. 2, according to the official plat thereof, filed in the office of th e Recorder of Sacramento County, California, on January 4, 1955, in Book 39 of Maps, Map No. 16, described as follows:

Beginning at a point on the Northeasterly line of Milford Street, as shown on said plat, said point being also on the Southwesterly line of said Lot B, from which the most Southerly corner of said Lot B bears South 47° 38' 45" East 332.00 feet a nd South 41° 23' 50" Ea st 170.86 feet; thence from said point of beginning, along the Northeasterl y line of said Milfor d Street, the following five (5) courses and distances: (1) North 47° 38' 45" West 68.00 feet; thence curving to the left on an arc of 403.00 feet radius, said arc being subtended by a chord bearing North 63° 25' 20" West 219.14 feet, (3) curving to the right on an arc of 167.95 feet radius, said arc being subtended by a chord bearing North 61° 39' 20" West 101.25 feet, (4) curving to the right on an arc of 379.00 feet radius, said arc being subtended by a chord bearing North 42° 08' 10' West 60.71 feet, and (5) curving to the right on an arc of 20.00 feet radius, said arc being subtended by a chord bearing North 07° 41' 30" East 29.66 feet to a point on the Southeasterly line of 65th Avenue, as shown on said plat; thence along said Southeasterly line the following two (2) courses and distance:
(1) North 55° 31' 20" East 200.57 feet, and (2) curving to the right on an arc of 1123.00 feet radius, said arc being subtended by a chord bearing Nort h 57° 49' 10" East 90.03 feet; thence South 16° 58' 15' East 447.30 feet to the point of beginning.

APN: 047-0270-004
Parcel No. 3:

All that portion of Lot B of Wright & Kimbrough Willow Rancho Unit No. 2, according to the official plat thereof, filed in the office of th e Recorder of Sacramento County, California, on January 4th, 1955, in Book 39 of Maps, Map No. 16, described as follows:

Beginning at the most Easterly corner of said Lot B; thence from said point of beginning, along the Southeasterly line of said Lot B the following two (2) courses and distances: (1) South 03° 51' 20' West 500.00 feet and (2) South 54° 51' West 51.87 feet to a point on the Northeasterly line of Milford Street, as shown on said plat; thence along said Northeasterly line the following two (2) courses and distances: (1) curving to the left on an arc of 785.00 feet radius, said arc being subtended by a chord bearing North 41° 23' 50" West 170.86 feet and (2) North 47° 38' 45" West 171.10 feet; thence North 63° 51' 20" East 644.43 feet to a point on the East erly line of said Lot B; thence along said Easterly line South 28° 46' East 316.25 feet to the point of beginning.

EXCEPTING THEREFROM the following described parcel:

6 4133-9710-9085.5

Beginning at a point on the Easterly line of said Lot B from which the most Easterly corner of said Lot B bears South 28° 46' East 207.18 feet; thence from said point of begi nning, parallel to the Southerly line of said Lot B, South 63° 51' 20" West 606.51 feet to a po int on the Northeasterly line of Milford Street as shown on said plat; thence along said Northeasterly line North 47° 38' 45" West 117.10 feet; thence North 63° 51' 20' East 644.43 feet to a point on the Easterly line of said Lot B South 28° 46' East 109.07 feet to the point of beginning.

APN: 047-0270-005
Parcel No. 4:

All that portion of Section 1, Township 7 North, Range 4 East, M.D.B. & M., descried as follows:

Beginning at the Southeast corner of Lot B of Wright & Kimbrough Willow Rancho Unit No. 2, according to the official plat thereof, filed in the office of the Reorder of Sacramento County, California, on January 4, 1955, in Book 39 of Maps, Map No. 16; th ence from said point of beginning, Southerly, curving to the right on an arc of a 512.42 f oot radius, said arc being subtended by a chord bearing South 21° 17' 00" East 133.49 feet; thence curving to the right on an arc of a 20.00 foot radius, said arc being subtended by a chord bearing South 32° 49' 30" West

29.07 feet; thence curving to the left on an arc of a 1032.41 foot radius, said arc being subtended by a chord bearing South 71° 39' 05' West 280.09 feet; thence South 63° 51' 20" West 145.24 feet to the Southeast corner of Lot 209 of said Wright & Kimbrough Willow Rancho Unit No. 2; thence along the boundary of said Wright & Kimbrough Willow Rancho Unit No. 2 North 26° 08' 40" West 110.00 feet and North 63° 51' 20" East 458.97 feet to the point of beginning.

APN: 047-0270-001
PARCEL "P" (Garcia Bend Park):

Parcel No. 1:

All that portion of Swamp Land Survey No. 261, Sacramento County Surveys, described as follows:

Beginning at the point of intersection of the centerline of Riverside Boulevard with the Southeasterly line of said Swamp Land Survey No. 261, said point of beginning being marked by a brass tag stamped "L.S. 3185"; thence from said point of beginning, along the Southeasterly line of Swamp Land Survey No. 261, South 42° 26' 26" West 907.48 feet to a 1-1/4 inch iron pipe monument tagged "L.S. 3185", said monument marking a po int on the Northeasterly line of that certain 4.26 acre tract of land described in that certain document executed by Frank Rogers and Mary Rogers, his wife, recorded in Book 2601 of Official Reco rds, Page 461, said iron pipe monument being located the following two (2) cour ses and distances from a 1 inch capped iron pipe monument marking the Northeast corner of that certain 0.955 acre tr act of land designated "Frank Rogers 0.955 Ac. Decree No. 15772" on that certain "Amended Plat Tract Of Land Owned By Estate Of Maria J. Williams", filed in the office of the R ecorder of Sacramento County, in Book 3 of Surveys, Map No. 127: (1) South 26° 11' 48" East 7690.22 feet to the most Easterly corner of said 4.26 acre tract of land and (2) along the Northeasterly line of said 4.26 acre tract of

7 4133-9710-9085.5

land North 43° 05' 50" West 0.67 feet; thence along the Northeasterly line of said 4.26 acre tract of land the following three (3) courses and distances: (1) North 43° 05' 50" West 425.24 feet to a 1-1/4 inch iron pipe monument tagged "L.S. 3185" , (2) North 38° 10' 20" West 202.25 feet to a similar iron pipe monument and (3) North 53° 33' 50" West 154.18 feet to a similar iron pipe monument marking the most Northerl y corner of said 4.26 acre tr act of land, said corner being located on the property line common to the land of Lyon, et al., and that land, now or formerly owned by Manuel Simas; thence along said common boundary North 49° 33' 35" East 893.79 feet to a point on the centerline of Riverside Boulevard, said point being marked by a brass tag stamped "L.S. 3185"; thence along the centerline of said Riverside Boulevard the following two (2) courses and distances: (1) South 44° 17' 00" East 559.46 feet to a similar brass tag and (2) curving to the left on an arc of 662.59 feet radius, said arc being subtended by a chord bearing South 48° 56' 18" East 107.55 feet to the point of beginning.

APN: 031-0030-028
Parcel No. 2:

All that portion of Swamp Land Survey No. 261, Sacramento County Surveys, described as follows:

Beginning at a 1-1/4 inch iron pipe monument tagged "L.S. 3185', said monument marking a point on the Northeasterly line of that certain 4.26 acre tract of land described in that certain document executed by Frank Rogers and Mary Rogers, his wife, recorded in Book 2601 of Official Records,

Page 461 ends

a 1 inch capped iron pipe monument marking the Northeast corner of that certain 0.955 acre tract of land designated "Frank Rogers 0.955 Ac. Decr ee No. 15772" on that certain "Amended Plat Tract Of Land Owned By Estate Of Maria J. Willia ms", filed in the office of the Recorder of Sacramento County, in Book 3 of Surveys, Map No. 127: (1) South 26° 11' 48" East 7690.22 feet to the most Easterly corner of said 4.26 acre tr act of land and (2) along the Northeasterly line of said 4.26 acre tract of land North 43° 05' 50" West 0.67 feet, said point being located on the Southeasterly line of Swamp Land Survey No. 261; thence from said point of beginning, along the Northeasterly line of said 4.26 acre tract of land , the following three (3) courses and distances:
(1) North 43° 05' 50" West 425.24 feet to a 1-1/ 4 inch iron pipe monument tagged "L.S. 3185", (2) North 38° 10' 20" West 202.25 feet to a similar iron pipe monument and (3) North 53° 33' 50" West 154.18 feet to a similar iron pipe monument marking the most Northerly corner of said 4.26 acre tract of land, said corner being located on the property line common to the land of Lyon, et al., and that land, now or formerly, owned by Manuel Simas; thence along said common boundary and along the Northwesterly line of said 4.26 acre tract of land South 49° 33' 35" West 150.00 feet to the most Westerly corner of said 4.26 acre tract of land; thence along the Southwesterly line of said 4.26 acre tract of land the following three (3) courses and distances: (1) South 13° 36' 10" East 111.39 feet, (2) South 32° 59' 20" East 203.87 feet and (3) South 45° 45' 10" East 504.48 feet to the most Southerly corner of said 4.26 acre tract of land, said corner being the most Westerly corner of that certain 4.97 acre tract of land described in the document executed by John M. Silva and Louisa Silva, recorded in Book 2611 of Official Record s, Page 261; thence along the Southwesterly boundary of said 4.97 acre tract of land South 61° 32' 00" East 1.53 feet to a point on the Southeasterly line of said Swamp Land Su rvey No. 261; thence along said Southeasterly line North 42° 26' 26" East 227.93 feet to the point of beginning.

8 4133-9710-9085.5

APN: 031-0030-029
PARCEL "Q"(Grant Park):

All of the block bounded by 21st, 22nd, "B", and "C" Streets of the City of Sacramento, according to the official plat thereof.

APN: 003-0081-001
PARCEL "R" (Glenn Hall Park (formerly known as Hall Park)):

Parcel No. 1:

All that portion of that certain 319.91 acre tract la nd described in a deed executed by Mary Anna Richardson, executrix of the last will and testament of William S. Kendall, deceased, to M.

Sandburg and Louis B. Carlson, dated October 8, 1943, recorded December 2, 1943, in Book 1036 of Official Records, Page 294, described as follows:

Beginning at a point from which the Northwesterly corner of River Park Unit No. 1, according to the official plat thereof, filed in the office of the Recorder of Sacramen to County, California, on July 11, 1946, in Book 23 of Maps, Map No. 41, bears South 51° 31' 30" East 70.00 feet and South 38° 28' 30" West 470.00 feet; thence from said point of beginning North 51° 31' 30" West 278.10 feet; thence North 38° 28' 30" East 442.24 feet to a point on the Southerly boundary of that certain

22.24 acre tract of land described in decree of condemnat ion entered in the matter of American River Flood Control District vs. Mary Anna Richardson, et al., a copy of said decree being recorded September 12, 1934, in Book 471 of Official Records, Page 382; thence along the boundaries of said 22.24 acre tract of land the following three (3) courses and distances: (1) curving to the right on an arc of a 760.00 foot radius, said arc being subtended by a chord bearing South 52° 45' 30" East 75.77 feet, (2) North 40° 06' East 6.00 feet, and (3) South 49° 54' East 217.27 feet; thence leaving the Southerly boundary of said 22.24 acre tract of land South 38° 20' 30" West 428.70 feet; thence curving to the right on an arc of a 15.00 f oot radius, said arc being subtended by a chord bearing South 83° 28' 30" West 21.21 feet to the point of beginning.

APN: 005-0081-001
Parcel No. 2:

All that portion of that certain 319.91 acre tract la nd described in a deed executed by Mary Anna Richardson, executrix of the last will and testament of William S. Kendall, deceased, to M.

Sandburg and Louis B. Carlson, dated October 8, 1943, recorded December 2, 1943, in Book 1036 of Official Records, Page 294, described as follows:

Beginning at a point from which the Northwesterly corner of River Park, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on July 11, 1946, in Book 23 of Maps, Map No. 41, bears North 51° 31' 30" West 70.00 feet and South 38° 28' 30" West 470.00 feet; thence from said point of beginning curving to the right on an arc of a 15.00 foot radius, said arc being subtended by a chord be aring North 06° 31' 30" West 21.21 feet; thence North 38° 28' 30" East 425.58 feet to a point on the Southerly boundary of that certain 22.24 acre

9 4133-9710-9085.5

tract of land described in decr ee of condemnation entered in the matter of American River Flood Control District vs. Mary Anna Richardson, et al., a copy of said decree being recorded September 12, 1934, in Book 471 of Official Records, Page 382; thence along the boundaries of said 22.24 acre tract of land the following two (2) courses and distances: (1) South 49° 54' East 400.98 feet and (2) South 40° 06' West 6.00 feet; th ence leaving the boundary of said 22.24 acre tract of land South 38° 28' 30" West 423.21 feet; thence North 51° 31' 30" West 385.82 feet to the point of beginning.

APN: 005-0091-021
PARCEL "S" (Northgate Park):

Parcel No. 1:

All that portion of Section 24, Township 9 North, Range 4 East, M.D.B. & M., described as follows:

Beginning at a point on the Easterly boundary of Lot 125 of Natomas East Side Subdivision, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on January 18, 1924, in Book 17 of Maps, Map No. 34, from which the Northwest corner of Lot 882 of Northgate Unit No. 6, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, Cali fornia, on April 7, 1960, in Book 60 of Maps, Map No. 5, bears South 06° 47' 00" East 943.87 feet; th ence from said point of beginning, along the boundary of said Lot 125, the following two (2) courses and distances: (1) North 06° 47' 00" West 813.13 feet and (2) South 87° 07' 00" East 920.00 f eet; thence North 89° 57' 35' East 27.00 feet; thence South 00° 02' 25" East 321.3 8 feet; thence curving to the right on an arc of 386.71 foot radius, said arc being subte nded by a chord bearing South 17° 20' 58" West 231.15 feet; thence curving to the left on an arc of 1768.42 foot radi us, said arc being subtended by a chord bearing South 29° 57' 20" West 294.93 feet; thence Westerly, curving to the left on an arc of 299.09 foot radius, said arc being subtended by a chord bearing North 76° 57' 57" West 125.77 feet to a point located 27.00 feet South from the So uth line of a 15.00 foot gas pipe right of way of Pacific Gas and Electric Company as described in the deed dated November 14, 1951, recorded January 15, 1962, in Book 2159 of Official Records, Page 322; thence paralle l to and 27.00 feet South, measured at right angles from the South line of said 15.00 foot gas pipe ri ght of way, North 89° 06' 10" West 511.36 feet to the point of beginning.

APN: 225-0340-015 and 225-0340-016
Parcel No. 2:

Lot "A" of Rivergate, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on June 21, 1984, in Book 158 of Maps, Map No. 15.

APN: 225-0971-052
PARCEL "T" (Shore Park):

10 4133-9710-9085.5

All that portion of Lots 16 and 17 of Riverlake (Also Known As L.P.P.T.), according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on November 26, 1986, in Book 172 of Maps, Map No. 1, described as follows:

Beginning at a point on the Southerly boundary of said Lot 17 from which the Southeast corner of said Lot 17 bears South 89° 41' 31" East 99.97 feet; thence from said point of beginning, leaving said Southerly boundary, North 01° 51' 45" East 202.40 feet; thence North 19° 13' 45" East 50.32 feet; thence North 16.21 feet; thence North 19° 13' 45" East 205.00 feet; thence North 01° 06' 30" West 50.41 feet; thence North 78° 15' 11" East 52.72 f eet; thence curving to the left on an arc of

25.00 feet radius, said arc being subtended by a chord bearing North 61° 49' 23" East 14.14 feet; thence curving to the ri ght on an arc of 25.00 f eet radius, said arc be ing subtended by a chord bearing North 61° 49' 23" East 14.14 feet; thence North 78° 15' 11" East 3.24 feet; thence curving to the left on an arc of 40.00 feet radius, said arc being subtended by a chord bearing South 73° 32' 19" East 53.51 feet; thence South 56° 04' 46" East 6.33 feet; thence curving to the right on an arc of 25.00 feet radius, said arc being subtended by a chord bearing South 43° 49' 56" East 10.61 feet; thence curving to the left on an arc of 25.00 feet radius, said arc being subtended by a chord bearing South 43° 49' 56" East 10.61 feet; thence South 56° 04' 46" East 42.00 feet; thence curving to the left on an arc of 25.00 feet radius, said arc being subtended by a chord bearing South 73° 32' 14" East 15.00 feet; thence curving to the righ t on an arc of 25.00 feet radius, said arc being subtended by a chord bearing S outh 73° 52' 43" East 14.72 feet; th ence South 14° 26' 28" West 207.24 feet; thence South 24° 40' 35" West 175.41 feet; thence South 00° 18' 29" West 109.84 feet to a point on the Southerly boundary of said Lo t 16; thence along said Southerly boundary North 89° 41' 31" West 178.54 feet to the point of beginning.

EXCEPTING THEREFROM the following two (2) parcels:
(a) From a Westerly portion w ithin said Lot 17, all oil, gas, asphaltum, minerals and other hydrocarbon substances in or on said land below a depth of 500 feet from the surface of said land, together with the right to produ ce, develop, explore and extract sa id substances, but without the right of entry on the surface of said land or within 500 feet from the surface of said land; as excepted in the deed from Elliot J. Adams, et al., to Liaos International, Inc., a California corporation, et al., date d May 22, 1978, recorded July 18, 1978, in Book 780718 of Official Records, Page 418.
(b) From all that portion within said Lot 16 and an Easterly portion within said Lot 17, mineral rights below a depth of 500 feet measured verti cally from the surface with no rights of surface entry or rights to intrude within 500 feet of the surface; as conveyed in the following five (5) documents:
(1) Grant Deed from AKT Development Corpora tion, a California corpor ation, et al., to Andrew J. Johas, a married man, as his sole and separate property, as trustee, dated May 29, 1984, recorded July 6, 1984, in Book 840706 of Official Records, Page 648. (2) Grant Deed from William S. Fitzer and Mary B. Fitzer, his wife, to Andrew J. Johas, a married man, as his sole and separate property, as trustee, dated May 29, 1984, recorded July 6, 1984, in Book 840706 of Official Records, Page 652.

11 4133-9710-9085.5

(3) Grant Deed from Samuel G. Chicos, et al., to Andrew J. Johas, a married man, as his sole and separate property, as trustee, dated Ma y 29, 1984, recorded July 6, 1984, in Book 840706 of Official Records, Page 655.
(4) Grant Deed from Rudolph V. Biale, a married man, as his sole and se parate property, to Andrew J. Johas, a married man, as his sole and separate property, as trustee, dated May 29, 1984, recorded July 6, 1984, in Book 840706 of Official Records, Page 659. (5) Quitclaim Deed from Kim L. Johas, wife of grantee, to Andrew J. Johas, husband of grantor, as his separate property, dated J une 11, 1984, and July 24, 1984, recorded August 10, 1984, in Book 840810 of Official Records, Page 658.

APN: 031-1030-044
PARCEL "U" (Animal Control Shelter):

Parcel 3 as shown on the Parcel Map entitled "Parcel Map Of Block 10 And Portions Of Block 9, 12, 13, & 14 Of Brannan's Addition (1 B.M. 13) And A Portion Of The Blocks Bounded By Front And 2nd, "U" And "W" Streets Of The City Of S acramento, According To The Official Plat Thereof", filed in the office of the Recorder of Sacramento County, California, on March 21, 1996, in Book 145 of Parcel Maps, Map No. 3.

APN: 009-0102-013 and 009-0164-016
PARCEL "V" (Memorial Auditorium):

All of the block bounded by 15th and 16th, "I" and "J" Streets of the City of Sacramento, according to the official plat thereof.

APN: 006-0062-001
PARCEL "W" (Portion of Cavanaugh Golf Course):

PARCEL NO. 1:

All that portion of Section 13, Township 7 North, Range 4 East, M.D.B.&M., described as follows:

Beginning at a point on the Easter ly right of way line of the St ate of California Highway known as Route 24, from which the most Westerly corner of that certain 208.818 acre tract of land designated "A.J. Sweeney, 208.818 Acres" on that certain "Plat of Survey Of A Portion Of Swamp Land Survey No. 148 And 155, Sacramento County, California", filed in the office of the Recorder of Sacramento County in Book 11 of Surveys Ma p No. 43, bears the following two (2) courses and distances: (1) North 17°15'30" West 289.70 feet and (2) North 14°05'40" West 246.61 feet; thence from said point of begi nning North 79°52'50" East 703.95 feet; thence 14°14'42" West 165.95 feet; thence North 78°12'00" East 265.20 fee t; thence South 12°08'04" East 510.39 feet; thence South 79°52'50" West 538.33 feet; thence South 10°07'10" East 185.00 feet; thence South 79°52'50" West 450.00 feet to a point on said Easter ly right of way line of State of California, Route 24; thence along said Easterly right of way line North 10°07'10" West 185.00 feet; thence

12 4133-9710-9085.5

North 06°33'00" West 257.32 feet; thence North 12°04'30" West 80.00 feet to the point of beginning.

EXCEPTING THEREFROM all oil, oil rights, natural gas ri ghts and other hydrocarbons, by whatsoever name known, and any other minerals a nd mineral rights, whethe r or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (including the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydr ocarbons by whatsoever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); PROVIDED THAT Grantors shall not drill, mine , explore or otherwise operate upon the surface or subsurface of said land herein conveyed, or any portion thereof, above a depth of 500 feet, or otherwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted and reserved rights; as excepted in the deed from Sacramento Regional County Sanitation District, a political subdivision of the State of California, to the City of S acramento, a municipal corporati on, dated July 11, 1989, recorded August 24, 1989, in Book 890824 of Official Records, Page 2079.

APN: 119-0190-033
PARCEL NO. 2:

All that portion of Section 13, Township 7 North, Range 4 East, M.D.B.&M., described as follows:

Commencing at the intersection of the Easterly right of way line of the State of California Highway known as Route 24 and the most Westerly corner of that certain 208.818 acre tract of land designated "A.J. Sweeney, 208.818 Acres", on that certain "Plat Of Survey Of A Portion Of Swamp Land Survey No. 148 And 155, Sacramento County, California", filed in the office of the Recorder of Sacramento Count y in Book 11 of Surveys Map 43; thence South 43°48'14" East 1803.62 feet to the true point of be ginning of this descri ption; thence from said true point of beginning North 78°12'00" East 339.80 feet; then ce South 12°08'04" East 1201.92 feet; thence North 77°15'50" West 391.28 feet; thence No rth 12°08'04" West 1039.28 feet; thence North 77°38'22" East 15.21 feet to the true point of beginning.

EXCEPTING THEREFROM all oil, oil rights, natural gas ri ghts and other hydrocarbons, by whatsoever name known, and any other minerals a nd mineral rights, whethe r or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (including the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydr ocarbons by whatsoever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); PROVIDED THAT Grantors shall not drill, mine , explore or otherwise operate upon the surface or subsurface of said land herein conveyed, or any portion thereof, above a depth of 500 feet, or otherwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted and reserved rights; as excepted in the deed from Sacramento Regional County Sanitation District, a political subdivision of the State of California, to the City of Sacramento, a municipal corporation, dated February 26, 1991, recorded March 7, 1991, in Book 910307 of Official Records, Page 472.

13 4133-9710-9085.5

APN: 119-0190-035
PARCEL NO. 3:

All that portion of Section 13, Township 7 North, Range 4 East, M.D.B.&M., described as follows:

Commencing at the intersection of the Easterly right of way line of the State of California Highway known as Route 24 and the most Westerly corner of that certain 208.818 acre tract of land designated "A.J. Sweeney, 208.818 Acres", on that certain "Plat Of Survey Of A Portion Of Swamp Land Survey No. 148 And 155, Sacramento County, California", filed in the office of the Recorder of Sacramento County in Book 11 of Surveys Map No. 43, thence South 78°19'37" East 1469.72 feet to the true point of be ginning of this descri ption; thence from said true point of beginning North 78°12'00" East 345.00 feet to a poi nt located on the Westerly right of way line State of California I-5 Freeway; thence along said Westerly right of way South 14°14'49" East 273.62 feet; thence curving to the right on an arc of 9850.00 feet radius, said arc being subtended by a chord bearing South 11°47'21" East 844.13 feet; thence South 78°12'00" West 350.00 feet; thence North 12°08'04" West 1117.52 feet to the true point of beginning.

EXCEPTING THEREFROM all oil, oil rights, natural gas ri ghts and other hydrocarbons, by whatsoever name known, and any other minerals a nd mineral rights, whethe r or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (including the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydr ocarbons by whatsoever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); PROVIDED THAT Grantors shall not drill, mine , explore or otherwise operate upon the surface or subsurface of said land herein conveyed, or any portion thereof, above a depth of 500 feet, or otherwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted and reserved rights; as excepted in the deed from Sacramento Regional County Sanitation District, a political subdivision of the State of California, to the City of Sacramento, a m unicipal corporation, dated July 9, 1991, recorded July 26, 1991, in Book 910726 of Official Records, Page 554.

APN: 119-0190-040
PARCEL NO. 4:

All that portion of Section 13, Township 7 North, Range 4 East, M.D.B.&M., described as follows:

Commencing at the intersection of the Easterly right of way line of the State of California Highway known as Route 24 and the most Westerly corner of that certain 208.818 acre tract of land designated "A.J. Sweeney 208.818 Acres" on that certain "Plat Of Survey Of A Portion Of Swamp Land Survey No. 148 And 155, Sacramento County, California", filed in the office of the Recorder of Sacramento County in Book 11 of Survey s Map No. 43, thence South 80°29'47" East 1072.48 feet to the true point of beginni ng of this description; thence sa id true point of beginning North 78°12'00" East 389.80 feet; thence South 12°08'04" East 1117.52 feet; thence South 78°12'00" West 389.80 feet; thence North 12°08'04" West 1117.52 feet to the true point of beginning.

14 4133-9710-9085.5

EXCEPTING THEREFROM all oil, oil rights, natural gas ri ghts and other hydrocarbons, by whatsoever name known, and any other minerals a nd mineral rights, whethe r or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (including the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydr ocarbons by whatsoever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); PROVIDED THAT Grantors shall not drill, mine , explore or otherwise operate upon the surface or subsurface of said land herein conveyed, or any portion thereof, above a depth of 500 feet, or otherwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted and reserved rights; as excepted in the deed from Sacramento Regional County Sanitation District, a political subdivision of the State of California, to the City of Sacramento, a m unicipal corporation, dated August 11, 1992, recorded August 27, 1992, in Book 920827 of Official Records, Page 1112.

APN: 119-0190-041
PARCEL NO. 5:

A portion of those certain tracts of land described as (1) Par cel 017968-1 of Final Order of Condemnation recorded June 17, 1975, in Book 750617, Page 765, (2) Parcel 017969-1 of Final Order of Condemnation recorded June 17, 1975, in Book 750617, Page 742 and (3) Parcel 017970-1 of Fina l Order of Condemnation r ecorded May 10, 1974, in Book 740510,

Page 883 ends

Said portion is that part thereof described as follows:

Beginning at a point in the Westerly line of existing State Route 5 being the Northerly terminus of the course described as "South 17°45'57" Wes t 202.72 feet" in Parcel 17969-1 referred to hereinabove; thence from said point of beginning along said course and the boundaries described in said Parcel 17969-1 South 17°45'57" West 202.72 feet; thence South 03°52'38" East 225.08 feet; thence South 15°34'24" East 394.21 feet; th ence South 16°37'18" East 334.96 feet; thence leaving said boundaries North 07°53'30" West 1129.01 feet to the point of beginning.

EXCEPTING THEREFROM all oil, oi l rights, minerals, mineral right s, natural gas, natural gas rights, and other hydrocarbons by whatsoever name known that may be within or under the parcel of land hereinabove described, together with the perpetual right of drilling, mining, exploring and operating therefor and removing the same from said land or any other land, including the right to whipstock or directionally drill and mine from lands other than those hereinabove described oil or gas wells, tunnels and shafts into, through or across the subsurface of the land hereinabove described, and to bottom such whipstocked or di rectionally drill wells, tunnels and shafts under and beneath or beyond the exterior limited thereof, and to redrill, retunnel, equip, maintain, repair, deepen and operate any such wells or mines, without, however, the right to drill, mine, explore and operate through the surface or the upper 100 feet of the subsurface of the land hereinabove described or otherwise in such manner as to endanger the safety of an y highway that may be constructed on said lands; as excepted in the following three (3) Final Order Of Condemnation:
(a) Recorded May 10, 1974, in Book 740510 of Official Records, Page 883.

15 4133-9710-9085.5

(b) Recorded June 17, 1975, in Book 750617 of Official Records, Page 742. (c) Recorded June 17, 1975, in Book 750617 of Official Records, Page 765.

APN: 119-0190-048 and 119-0190-049
PARCEL NO. 6:

All that portion of Section 13, Township 7 North, Range 4 East, M.D.B.&M., described as follows:

Commencing at the intersection of the Easterly right of way line of the State of California Highway known as Route 24 and the most Westerly corner of that certain 208.818 acre tract of land designated "A.J. Sweeney 208.818 Acres" on that certain "Plat Of Survey Of A Portion Of Swamp Land Survey No. 148 And 155, Sacramento County, California", filed in the office of the Recorder of Sacramento County in Book 11 of Survey s map No. 43; thence South 30°49'06" East 1598.94 feet to the true point of beginni ng of this description; thence from said true point of beginning North 77°38'22" East 468.50 feet; thence S outh 12°08'04" East 1039.28 feet; thence North 77°15'30" West 516.39 feet; thence North 12°08'04" West 820.26 feet to the true point of beginning.

EXCEPTING THEREFROM all oil, oil rights, natural gas ri ghts and other hydrocarbons, by whatsoever name known, and any other minerals a nd mineral rights, whethe r or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (including the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydr ocarbons by whatsoever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); PROVIDED THAT Grantors shall not drill, mine , explore or otherwise operate upon the surface or subsurface of said land herein conveyed, or any portion thereof, above a depth of 500 feet, or otherwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted and reserved rights; as excepted in the deed from Sacramento Regional County Sanitation District, a political subdivision of the State of California, to the City of Sacramento, a m unicipal corporation, dated August 10, 1993, recorded February 10, 1994, in Book 940210 of Official Records, Page 636.

APN: 119-0190-047
PARCEL NO. 7:

All that portion of Section 13, Township 7 North, Range 4 East, M.D.B.&M., described as follows:

Beginning at the intersection of the Westerly right of way line of State of California I-5 Freeway and the Northerly boundary line of that cer tain 208.818 acre tract of land designated "A.J.

Sweeney, 208.818 Acres" on that certain "Plat of Survey Of A Portion Of Swamp Land Surveys No. 148 And 155, Sacramento County, California", filed in the office of the Recorder of Sacramento County in Book 11 of Surveys Map No. 43, from which the mo st Westerly corner bears South 78°12'00" West 1717.36 feet; thence from said point of beginning, along said Westerly right of way line, South 14°14'42" East 390.00 feet; thence South 78°12'00" West 1000.00 feet; thence North 14°14'42" West 390.00 feet to point located on said Northerly boundary line of that

16 4133-9710-9085.5

certain 208.818 acre tract land; thence along said Northerly boundary line North 78°12'00" East 1000.00 feet to the point of beginning.

EXCEPTING THEREFROM all oil, oil rights, natural gas ri ghts and other hydrocarbons, by whatsoever name known, and any other minerals a nd mineral rights, whethe r or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (including the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydr ocarbons by whatsoever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); PROVIDED THAT Grantors shall not drill, mine , explore or otherwise operate upon the surface or subsurface of said land herein conveyed, or any portion thereof, above a depth of 500 feet, or otherwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted and reserved rights; as excepted in the deed from Sacramento Regional County Sanitation District, a political subdivision of the State of California, to the City of Sacramento, a muni cipal corporation, dated August 9, 1995, recorded June 11, 1996, in Book 960611 of Official Records, Page 981.

APN: 119-0190-051
PARCEL NO. 8:

All that portion of Section 13, Township 7 North, Range 4 East, M.D.B.&M., described as follows:

Commencing at the intersection of the Easterly right of way line of the State of California Highway known as Route 24 and the most Westerly corner of that certain 208.818 acre tract of land designated "A.J. Sweeney, 208.818 Acres" on that certain "Plat of Survey Of A Portion Of Swamp Land Surveys No. 148 And 155, Sacramento County, Ca lifornia", filed in the office of the Recorder of Sacramento County in Book 11 of Surveys Map No. 43; thence South 39°29'30" East 998.62 feet to the true point of beginning of this description; thence from said true point of beginning North 79°52'50" East 538.33 feet; then ce South 12°08'04" East 670.13 feet; thence South 77°38'22" West 560.11 feet; thence South 79°52'50" West 260.00 feet; thence North 10°07'10" West 155.00 feet; thence North 79°52' 50" East 260.00 feet; thence North 10°07'10" West 473.66 feet to the true point of beginning.

EXCEPTING THEREFROM all oil, oil rights, natural gas ri ghts and other hydrocarbons, by whatsoever name known, and any other minerals a nd mineral rights, whethe r or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (including the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydr ocarbons by whatsoever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); PROVIDED THAT Grantors shall not drill, mine , explore or otherwise operate upon the surface or subsurface of said land herein conveyed, or any portion thereof, above a depth of 500 feet, or otherwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted and reserved rights; as excepted in the deed from Sacramento Regional County Sanitation District, a political subdivision of the State of California, to the City of Sacramento, a municipal corporation, dated October 25, 1994, recorded June 11, 1996, in Book 960611 of Official Records, Page 982.

17 4133-9710-9085.5

APN: 119-0190-052
PARCEL NO. 9:

All that portion of Section 13, Township 7 North, Range 4 East, M.D.B.&M., described as follows:

Beginning at the intersection of the Easterly right of way line of the State of California Highway known as Route 24 and the most Westerly corner of that certain 208.818 acre tract of land designated "A.J. Sweeney, 208.818 Acres" on that certain "Plat Of Survey Of A Portion Of Swamp Land Surveys No. 148 And 155, Sacramento County, Ca lifornia", filed in the office of the Recorder of Sacramento County in Book 11 of Surveys Map No. 43; thence from said point of beginning, along the Northerly boundary of said 208.818 acre tract of land, North 78°12'00" East 717.36 feet; thence South 14°14'42" East 555.95 feet; thence South 79°52'50" West 703.95 feet to a point located on said Easterly right of way of State of California Highway Route 24; thence along said Easterly right of way line North 17°15'30" West 289.70 feet; thence North 14°05'40" West 246.61 feet to the point of beginning.

EXCEPTING THEREFROM all oil, oil rights, natural gas ri ghts and other hydrocarbons, by whatsoever name known, and any other minerals a nd mineral rights, whethe r or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (including the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydr ocarbons by whatsoever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); PROVIDED THAT Grantors shall not drill, mine , explore or otherwise operate upon the surface or subsurface of said land herein conveyed, or any portion thereof, above a depth of 500 feet, or otherwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted and reserved rights; as excepted in the deed from Sacramento Regional County Sanitation District, a political subdivision of the State of California, to the City of Sacramento, a m unicipal corporation, dated August 14, 1997, recorded September 11, 1997, in Book 970911 of Official Records, Page 368.

APN: 119-0190-050
PARCEL NO. 10:

All that portion of Section 13, Township 7 North, Range 4 East, M.D.B.&M., described as follows:

Commencing at the intersection of the Easterly right of way line of the State of California Highway known as Route 24 and the most Westerly corner of that certain 208.818 acre tract of land designated "A.J. Sweeney, 208.818 Acres" on that certain "Plat Of Survey Of A Portion Of Swamp Land Surveys No. 148 And 155, Sacramento County, Ca lifornia", filed in the office of the Recorder of Sacramento County in Book 11 of Surveys Map No. 43; thence South 53°33'26" East 2120.37 feet to the true point of be ginning of this descri ption; thence from said true point of beginning North 78°12'00" East 400.00 feet to a point on the Westerly right of way line of State of California I-5 Freeway; thence along said Westerly right of way line the following six (6) courses and distances: (1) South 09°54'36" East 239.10 feet, (2) South 18°03'15" West 202.27 feet, (3) South 03°35'20" East 21.44 feet; (4) South 03°35'20" East 203.64 feet, (5) South 15°17'06

18 4133-9710-9085.5

East 394.21 feet, and (6) South 16°20'00" East 308.96 feet; thence North 77°15'50" West 330.25 feet; thence North 12°08'04" West 1201.92 feet to the true point of beginning.

EXCEPTING THEREFROM all oil, oil rights, natural gas ri ghts and other hydrocarbons, by whatsoever name known, and any other minerals a nd mineral rights, whethe r or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (including the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydr ocarbons by whatsoever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); PROVIDED THAT Grantors shall not drill, mine , explore or otherwise operate upon the surface or subsurface of said land herein conveyed, or any portion thereof, above a depth of 500 feet, or otherwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted and reserved rights; as excepted in the deed from Sacramento Regional County Sanitation District, a political subdivision of the State of California, to the City of Sacramento, a municipal corporation, dated October 23, 1997, recorded February 5, 1998, in Book 980205 of Official Records, Page 1496.

APN: 119-0190-037 and 119-0190-042
PARCEL "X" (Portion of Del Paso Regional Park (formerly known as Del Paso Park)):

All that portion of so-called "Del Paso Park" lying within Sections 26, 27, 31, and 32 of Rancho Del Paso, according to the official plat thereof, f iled in the office of the Recorder of Sacramento County, California, on March 4, 1911, in Book "A" of Surveys, Map No. 94, being a portion of the tract of land conveyed in the deed from T.A. Farrell, to the City of Sacramento, a municipal corporation, dated February 27, 1914, recorded February 28, 1914, in Book 397 of Deeds,

Page 157 ends

EXCEPTING THEREFROM the following twenty-two (22) parcels:
(a) All that portion of said Sections 26, 27, and 31 lying within Parcel No. 2 described in the deed from the City of Sacramen to, a municipal corporation, to the State of California, dated November 4, 1938, recorded November 17, 1938, in Book 712 of Official Records, Page 435. (b) All that portion of said Sections 26 and 27 ly ing within Parcel No. 1 described in the Final Order of Condemnation entered January 25, 1946, in Action No. 71400 of the Superior Court of the State of California, in and for the County of Sacramento, entitled: The People of the State of California, acting by and through the Department of Public Works, Plai ntiff, vs. City of Sacramento, a municipal corporation, Defendant, a certified copy of which was recorded January 25, 1946, in Book 1165 of Official Records, Page 419. (c) All that portion of said Sections 26 and 27 ly ing within Parcel No. 2 described in said Final Order of Condemnation recorded January 25, 1946, in Book 1165 of Official Records, Page 419. (d) All that portion of said Sec tion 27 lying within Parcel No. 1 described in the deed from the City of Sacramento, a municipal corporation, to the State of California, dated September 22, 1950,

19 4133-9710-9085.5

recorded November 21, 1950, in Book 1948 of Of ficial Records, Page 435, as re-recorded January 3, 1951, in Book 1970 of Official Records, Page 361. (e) All that portion of said Sections 26, 31, and 32 lying within Parcel No. 2 described in said deed recorded November 21, 1950, in Book 1948 of Official Records, Page 435, as re-recorded January 3, 1951, in Book 1970 of Official Records, Page 361. (f) All that portion of said Sec tion 31 lying within Parcel No. 1 described in the deed from the City of Sacramento, a municipal corporation, to the State of California, dated December 3, 1951, recorded March 26, 1952, in Book 2198 of Official Records, Page 295. (g) All that portion of said Section 31 lying within Parcel No. 2 described in said deed recorded March 26, 1952, in Book 2198 of Official Records, Page 295. (h) All that portion of said Sections 31 and 32 ly ing within Parcel No. 1 described in the deed from the City of Sacramento, a municipal corpora tion, to the State of California, dated March 5, 1953, recorded April 23, 1953, in Book 2399 of Official Records, Page 260. (i) All that portion of said Section 32 lying within Parcel No. 2 described in said deed recorded April 23, 1953, in Book 2399 of Official Records, Page 260. (j) All that portion of said Section 31 lying within Parcel No. 3 described in said deed recorded April 23, 1953, in Book 2399 of Official Records, Page 260. (k) All that portion of said Section 31 lying within Parcel No. 4 described in said deed recorded April 23, 1953, in Book 2399 of Official Records, Page 260. (l) All that portion of said S ections 39 and 40 lying within the parcel described in the deed from the City of Sacramento, a municipal corporation, to th e State of California, dated November 18, 1957, recorded February 3, 1958, in Book 3446 of Official Records, Page 100. (m) All that portion of said Sec tion 39 lying within th e parcel described in the deed from the City of Sacramento, a municipal corporation, to Northeast Sacramento County Sanitation District, a political subdivision of the State of Calif ornia, dated August 2, 1963, recorded September 4, 1963, in Book 4758 of Official Records, Page 623.
(n) All that portion of said S ections 39 and 40 lying within the parcel described in the deed from the City of Sacramento, a municipal co rporation, to Children's Receiving Home of Sacramento, a nonprofit California corporati on, dated May 8, 1964, recorded June 18, 1964, in Book 4991 of Official Records, Page 205.
(o) All that portion of said Sections 26, 31, a nd 32 lying Northwesterly of the Southeasterly boundary of Parcel 1 described in the deed from the City of Sacramento, a municipal corporation, to the State of California, dated February 2, 1968, recorded May 6, 1968, in Book 680506 of Official Records, Page 61.

20 4133-9710-9085.5

(p) All that portion of said S ections 39 and 46 lying within the parcel described in the deed from the City of Sacramento, a mu nicipal corporation, to the State of California, dated June 7, 1968, recorded August 7, 1968, in Book 680807 of Official Records, Page 353. (q) All that portion of said S ections 39 and 46 lying within the parcel described in the deed from the City of Sacramento, a m unicipal corporation, to the State of California, dated June 17, 1971, recorded July 9, 1971, in Book 710709 of Official Records, Page 126. (r) All that portion of said Sec tion 31 lying within the parcel described in the Final Order Of Condemnation entered August 4, 1978, in Action No. 273836 of the Superior Court of the State of California, in and for the County of Sacramento, entitled: Sacramento Municipal Utility District, a municipal utility district, Plaintiff, vs. City of Sacramento, a municipal corporation, et al., Defendants, a certified copy of which was recorded August 10, 1978, in Book 780810 of Official Records, Page 855.
(s) All that portion of said Sec tion 32 lying within th e parcel described in the deed from the City of Sacramento, a municipal corporation, to the State of California, dated September 7, 1988, recorded October 28, 1988, in Book 881028 of Official Records, Page 1276. (t) All that portion of said S ections 39 and 40 lying within the parcel described in the deed from the City of Sacramento, a municipal cor poration, to County Sanitation District No. 1, a political subdivision of the St ate of California, da ted October 23, 1997, recorded November 7, 1997, in Book 971107 of Official Records, Page 288.
(u) All that portion of said Section 31 lying with in the parcel described in the deed from the City of Sacramento, a municipal corporation, to Auburn-Watt Storage Partners, Ltd., a California limited partnership, dated D ecember 29, 1998, recorded December 31, 1998, in Book 981231 of Official Records, Page 129.
(v) All that portion of said Section 32 lying with in the parcel described in the deed from the City of Sacramento, a municipa l corporation, to Senior Gleaner s, Inc., a California non-profit corporation, dated December 19, 2000, recorded February 14, 2001, in Book 20010214 of Official Records, Page 949.
(w) All that portion described in Exhibit A of th e Seventh Amendment to Master Site Lease by and between the City of Sacramento and the S acramento City Financing Authority recorded April 1, 2011 in Book 20110401, of Official Records, Page 386.

APN: 240-0330-009, 240-0342-007, 240-0342-011 and 254-0011-028 PARCEL "Y" (Coloma Community Center):

PARCEL NO. 1:

All of Lots 706, 707, 708, 709, 710, 711, 712, 71 3, 714, 715, 716, 717, 718, 719, 720, and of the alleys adjacent to said Lots, and those portions of Lots 705, 721, 722, 723, and of the alley adjacent to said lots, as said lots and alley are shown on "Map No. 2 of E lmhurst", filed for record in the

21 4133-9710-9085.5

office of the Recorder of Sacramento County, California, on May 19, 1910, in Book 10 of Maps, Map No. 35, lying Southerly and Westerly of the following described line:

Beginning at the Northeasterly corner of Lot 727; thence along the Northerly line of said lot 727, its Westerly extension and the Northerly line of Lot 701 to the Northwesterly corner said Lot 701; thence along the Westerly lines of Lots 701, 702, 703, 704, and 705 South 18° 57' 21" West 232.14 feet to a point on the Westerly line of said Lot 705, said point also being Southerly 150.00 feet, measured at right angles fro m the base line of Engineer's Station "C2" 208 + 52.44 of the Department of Public Works' Survey on Road 03-Sac-50 from P.M. 0.4/2.9; said point also being the true point of beginning of the above referenced line; thence from said true point of beginning South 71° 02' 39' East 233.22 feet; thence South 18° 57' 21" West 50.28 feet; thence South 16° 17' 10" East 46.52 feet to a point in the Westerly line of 47th Street.

PARCEL NO. 2:

All that portion of Lots 721, 722, and 723 as shown on "Map No. 2 of Elmhurst", filed in the office of the Recorder of Sacramento County, Cali fornia, on May 19, 1910, in Book 10 of Maps, Map No. 35, lying within "Segment No. 4" as depicted on the California State Highway Map filed in the office of the Recorder of Sacramento County, California, on April 27, 1971, in Book 5 of State Highway Maps, Map No. 83.

APN: 011-0043-002 (Both Parcels No. 1 and 2)
PARCEL "Z" (Fremont Park):

All of the block bounded by 15th and 16th, "P" and "Q" Streets of the City of Sacramento, according to the official plat thereof.

APN: 006-0291-001
PARCEL "AA" (Pioneer Reservoir)

INTENTIONALLY DELETED
PARCEL "AB" (Hansen Ranch Park):

PARCEL NO. 1:

All that portion of the West one- half of Section 5 of Rancho De l Paso, according to the official plat thereof, filed in the offi ce of the Recorder of Sacramento County, California, on March 4, 1911, in Book "A" of Surveys, Map No. 94, described as follows:

Beginning at the Northwest corner of Lot 34 of Rio Linda Subdivision No. 8, according to the official plat thereof, filed in the office of th e Recorder of Sacramento County, California, on June 16, 1924, in Book 18 of Maps, Map No. 2, said corner being the inte rsection of the center line of 60 foot County Road and the East right of way line of the Western Pacific Railway Company a 200-foot right of way; thence from said point of beginning, along the line common to said Rio Linda Subdivision No. 8, as described in the legend on said Official Plat, the following

22 4133-9710-9085.5

courses and distances: North 88° 31' East, along the North line of Section 4 of said Rancho Del Paso, a distance of 2245.2 feet to the West line of Lot 36 of sa id Rio Linda Subdivision No. 8; thence North 1° 40' West, along the West line of said Subdivision a distance of 2531.9 feet to the Northwest corner of Lot 37 of said Rio Linda Subdivision No. 8; thence Northerly 2767 feet, more or less, to a corner in the Sout h line of New Prague, located 24.88 feet Easterly of the Southeast corner of Lot 61 of said New Prague, according to th e official plat thereof, filed in the office of the Recorder of Sacramento County, Californi a, on May 6, 1913, in Bo ok 14 of Maps, Map No. 13; thence Westerly along the South line of Lots 61, 62, 63, and 64 of said New Prague, a distance of 2675.44 feet to the Southwest corner of said New Prague; thence South along the West boundary line of Rancho Del Paso, a distance of 2638 feet, more or less, to the intersection with the East right of way line of said Western Pacific Railw ay; thence Southeasterly along said right of way line, a distance of 2726 feet to the point of beginning.

EXCEPTING THEREFROM the following two (2) parcels:
(a) All that portion lying South of the North lin e of the property described in the Deed dated December 18, 1963, recorded December 20, 1963, in Book 4842 of Official Records, page 705. (b) All minerals, oil, gas and other hydrocarbon s ubstances situated in and under the foregoing real property, together with such reasonable right of entry into the surface of said parcel of real property from time to time as may be necessary in order to explore for a nd take and carry away said minerals, oil, gas and other hydrocarbon subs tances, as reserved, in the Deed to City of Sacramento, a municipal corporation, recorded May 11, 1984, in Book 840511 of Official Records, Page 1046.

APN: Portion of 226-0050-052-0000
PARCEL NO. 2:

All that portion of Section 5, of Rancho Del Paso, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on March 4, 1911, in Book "A" of Maps, Map No. 94, described as follows:

Beginning at a point on the West line of said Section 5, as shown on that certain Record of Survey "Portion Of The West One-Half Of Section 5, Rancho Del Paso", filed in the office of said Recorder in Book 20 of Surveys, Map No. 16, from which point of beginning the Northwest corner of said Section 5 bears North 00° 21' 08" Wes t 998.41 feet; thence from said point of beginning North 89° 57' 52" East 2670.28 feet to a point on the East line of the West one-half of said Section 5; thence along the East line of the West one-half of said Section 5 South 00° 02' 08" East 326.37 feet; thence South 89° 57' 52" West 2668.48 feet to a point on the West line of said Section 5; thence along the West line of said Section 5 North 00° 21' 08" West 326.38 feet to the point of beginning.

EXCEPTING THEREFROM all minerals, oil, gas a nd other hydrocarbon subs tances situated in and under the foregoing described real property together with such reasonable right of entry onto the surface of said real property from time to time as may be necessary in order to explore for and take and carry away said minerals, oil, gas a nd other hydrocarbon substances as reserved in the

23 4133-9710-9085.5

deed to City of Sacramento, a municipal corporation, recorded December 20, 1963, in Book 4842 of Official Records, Page 705.

APN: Portion of 226-0050-052-0000
PARCEL NO. 3:

All that portion of Section 5 of Rancho Del Paso, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on March 4, 1911, in Book "A" of Maps, Map No. 94, described as follows:

Beginning at a point on the West line of said Section 5, as shown on that certain Record of Survey "Portion Of The West One-Half Of Section 5, Rancho Del Paso", filed in the office of said Recorder in Book 20 of Surveys, Map No. 16, from which point of beginning the Northwest corner of said Section 5 bears North 00° 21' 08" West 1324.70 feet; thence from said point of beginning North 00° 21' 08" West 1324.70 feet; thence from said point of begi nning North 89° 57' 52' East 2668.48 feet to a point on the East line of the West one-half of said Sec tion 5; thence along the East line of the West one-half of said Section 5; South 00° 02' 06" East 326.59 feet; thence South 69° 57' 52" East 2666.67 feet to a point on the West line of said Section 5; thence along the West line of said Section 5 North 00° 21' 08" West 326.59 feet to the point of beginning.

APN: Portion of 226-0050-052-0000
PARCEL NO. 4:

Beginning at a point on the West line of said Section 5, as shown on that certain Record of Survey "Potion Of The West One-Half Of Section 5, Rancho Del Paso", filed in the office of said Recorder in Book 20 of Surveys, Map No. 16, from which point of beginning the Northwest corner of said Section 5 bears North 00° 21' 06" West 1651.38 feet ; thence from said point of beginning North 89° 57' 52" East 2666.67 feet to a point on the East line of the West one-hal f of said Section 5; thence along the East line of the West one-half of said Section 5 South 00° 02' 08" East 326.81 feet; thence South 89° 57' 52" West 2664.86 feet to a point on the West line of said Section 5; thence along the West line of said Section 5 No rth 00° 21' 08" West 326.82 feet to the point of beginning.

APN: Portion of 226-0050-052-0000

24 4133-9710-9085.5

PARCEL NO. 5:

All that portion of Section 5, Rancho Del Paso, accordi ng to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on March 4, 1911, in Book "A" of Maps, Map No. 94, described as follows:

Beginning at a point on the West line of said Section 5, as shown on that certain Record of Survey "Portion Of The West One-Half Of Section 5, Rancho Del Paso", filed in the office of said Recorder in Book 20 of Surveys, Map No. 16, from which point of beginning to the Northwest corner of said Section 5 bears North 00° 21' 08" West 1978.20 feet; thence from said point of beginning North 89° 57' 52" 2664.86 feet to a point on the East line of the West one-half of said Section 5; thence along the East line of the West one-half of said Section 5 South 00° 02' 08" East 327.03 feet; thence South 89° 57' 52" West 2663.05 feet to a point on the West line of said Section 5; thence along the West line of said Section 5 North 00° 21' 08" West 327.03 feet to the point of beginning.

EXCEPTING THEREFROM all minerals, oil, gas a nd other hydrocarbon subs tances situated in and under the foregoing described real property, together with such reasonable right of entry onto the surface of said real property from time to time as may be necessary in order to explore for and take and carry away said minerals, oil, gas a nd other hydrocarbon substances; as reserved in the deed to City of Sacramento, a municipal corporation, recorded February 25, 1966, in Book 660225 of Official Records, Page 733.

APN: Portion of 226-0050-052-0000
PARCEL NO. 6:

Beginning at a point on the West line of said Section 5, as shown on that certain Record of Survey "Portion Of The West One-Half Of Section 5, Rancho Del Paso", filed in the office of said Recorder in Book 20 of Surveys, Map No. 16, from which point of beginning the Northwest corner of said Section 5 bears North 00° 21' 08" West 2305.23 feet; thence from said point of beginning North 89° 57' 52" East 2663.05 feet to a point on the East line of the West one-half of said Section 5; thence along the East line
of the West one-half of said Section 5 South 00° 02' 08" East 327.46 feet; thence South 89° 57' 52" West 2648.49 feet to a point on the Easterly right of way line of the Western Pacific Railroad; thence along said Easterly line North 08° 47' 30" West 86.90 feet to a point on the West line of said Section 5; thence along the West line of said Section 5 North 00° 21' 08" West 241.58 feet to the point of beginning.

25 4133-9710-9085.5

take and carry away said minerals, oil, gas a nd other hydrocarbon substances; as reserved in the Deed to City of Sacramento, a municipal corporation, recorded February 3, 1967, in Book 670203 of Official Records, Page 488.

APN: Portion of 226-0050-052-0000
PARCEL NO. 7:

All that portion of Section 5 of Rancho Del Paso, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, March 4, 1911, in Book A of Maps, Map No. 94, described as follows:

Beginning at a point on the Easterly right of way line of the Weste rn Pacific Railroad, as shown on that certain Record of Survey "Portion Of The West One-Half Of Section 5, Rancho Del Paso", filed in the office of said Recorder in Book 20 of Surveys, Map No. 16, from which point of beginning the Northwest corner of said Section 5 bears the following two (2 ) courses: (1) North 08° 47' 30' West 86.90 feet and (2) North 00° 21' 08" West 2546.81 feet; thence from said point of beginning North 89° 57' 52" East 2648.49 feet to a point on the East line of the West one-half of said Section 5; thence along said East line South 00° 02' 08" East 136.76 feet to the Northwest corner of Lot 37, as shown on the official plat of Rio Linda Subdivision No. 8, filed in the office of said Recorder in Book 18 of Maps, Map No. 2; thence along the Westerl y line of said Lot 37 South 00° 12' 35" East 195.37 feet; thence South 89° 57' 52" West 2597.33 feet to a point on the Easterly right of way line of said Western Pacific Railroad; thence along said Easterly right of way line North 08° 47' 30" West 336.05 feet to the point of beginning.

EXCEPTING THEREFROM all minerals, oil, gas and other hydrocarbon property together with such reasonable right of entry onto the surface of said real property, from time to time as may be necessary in order to e xplore for and take and carry away said minerals, oil, gas and other hydrocarbon substances; as reserved in the deed to City of Sacramento, a municipal corporation, recorded February 9, 1968, in Book 680209 of Official Records, Page 583.

APN: Portion of 226-0050-052-0000
PARCEL NO. 8:

26 4133-9710-9085.5

feet; thence South 89° 57' 52" West 2546.79 feet to a point on the Easterly right of way line of said Western Pacific Railroad; thence along said East erly right of way line North 08° 47' 30" West 342.67 feet to the point of beginning.

APN: Portion of 226-0050-052-0000
PARCEL NO. 9:

Beginning at a point on the Easterly right of way line of the Weste rn Pacific Railroad, as shown on that certain Record of Survey "Portion Of the West One-Half Of Section 5, Rancho Del Paso", filed in the office of said Recorder in Book 20 of Surveys, Map No. 16, from which point of beginning the Northwest corner of said Section 5, bears the following two (2) courses: (1) North 08° 47' 30' West 765.62 feet and (2) North 00° 21' 08" West 2546.81 feet; thence from said point of beginning North 89° 57' 52" East 2546.79 feet to a point on the Weste rly line of Lot 37, as shown on the official plat of Rio Linda Subdivision No. 8, filed in the office of said Recorder in Book 18 of Maps, Map No. 2; thence along the Westerly line of said Lot 37 South 00° 12' 35" East 287.87 feet; thence South 87° 18' 13" West 2488.24 feet to a point on the Ea sterly right of way line of said Western Pacific Railroad; thence alo ng said Easterly right of way line North 08° 47' 30" West 407.92 feet to the point of beginning.

EXCEPTING THEREFROM all minerals, oil, gas a nd other hydrocarbon subs tances situated in and under the foregoing parcel of re al property, together with such reasonable right of entry into the surface of said parcel of real property from time to time as may be necessary in order to explore for and take and carry away said minerals, oil, gas and other hydrocarbon substances; reserved in the deed to City of Sacramento, a municipal corporation, recorded July 24, 1969, in Book 691224 of Official Records, Page 313.

APN: Portion of 226-0050-052-0000
PARCEL NO. 10:

All that portion of Section 5 of Rancho Del Paso, according to the official plat thereof, filed in the office of the Recorder of S acramento County, California, Marc h 4, 1911, in Book "A" of Maps, Map No. 94, described as follows:

Beginning at a point on the Easterly right of way line of the Weste rn Pacific Railroad, as shown on that certain Record of Survey "Portion Of The West One-Half Of Section 5, Rancho Del Paso",

27 4133-9710-9085.5

filed in the office of said Recorder in B ook 20 of Surveys Map No. 16, from which point of beginning the Northwest corner of said Section 5, bears the following two (2) courses: (1) North 08° 47' 30" West 1173.54 feet and (2) North 00° 21' 08" West 2546.81 feet; thence from said point of beginning North 87° 13' 13" East 2488.24 feet to the most Northerly corner of that certain

22.014 acre parcel of land, as shown on the hereinabove mentioned Record of Survey; thence along the boundaries of said 22.014 acre parcel of land the following ten (10) courses: (1) South 78° 49' 30' West 66.50 feet, (2) South 14° 13' 00" West 154.74 feet, (3) South 65 ° 55' 20" West 504.93 feet, (4) South 58° 27' 30" West 221.76 feet, (5) South 80° 31' 30" West 674.21 feet, (6) South 42° 52' 40" West 267.46 feet, (7) North 89° 09' 10" West 203.02 feet, (8) North 54° 51' 00" West 206.69 feet, (9) North 41° 01' 40" West 408.27 feet and (10) North 69° 23' 10" West 235.23 feet to a point on the Easterly line of said Western Pacific Railroad; thence along said Easterly line North 08° 47' 30" West 164.16 feet to the point of beginning.

EXCEPTING THEREFROM all minerals, oil, gas a nd other hydrocarbon subs tances situated in and under the foregoing parcel of re al property, together with such reasonable right of entry into the surface of said parcel of real property from time to time as may be necessary in order to explore for and take and carry away said minerals, oil, gas and other hydrocarbon substances; as reserved in the Deed to City of Sacramento, a muni cipal corporation, recorded December 24, 1969, in Book 691224 of Official Records, Page 313.

APN: Portion of 226-0050-052-0000
PARCEL NO. 11:

Parcel 4 shown on the Parcel Ma p "A Portion Of The West 1/2 Of Section 5, Rancho Del Paso", filed in the office of the Recorder of Sacr amento County, California, on November 1, 1978, in Book 43 of Parcel Maps, Map No. 15.

EXCEPTING THEREFROM all minera ls, oil gas and other hydrocarbo n substances situated in and under the foregoing described real property, together with such reasonable right of entry into the surface of said real property from time to time as may be necessary in order to explore for and take and carry away said minerals, oil, gas and other hydrocarbon substances; reserved in the deed to City of Sacramento, a municipal corporation, recorded July 9, 1979, in Book 790709 of Official Records, Page 557.

APN: Portion of 226-0050-052-0000
PARCEL NO. 12:

All that portion of Parcel B as shown on the Parcel Map entitled "Parcel 2 - 86 MP 2", filed in the office of the Recorder of Sacramento County, California, on May 13, 1991, in Book 124 of Parcel Maps, Map No. 14.

Beginning at a point on the East line of said Parcel B located South 01° 40' 45" East 72.75 feet from the Northeast corner of said Parcel B; thence from said point of begi nning, along said East line, South 01° 40' 45" East 88.00 feet; thence South 88° 19' 15" West 82.00 feet; thence North 26° 23' 20" West 45.66 feet; thence North 63° 36' 40" East 111.28 feet to the point of beginning.

28 4133-9710-9085.5

EXCEPTING THEREFROM all oil, gas and other hydrocarbon substances and all minerals lying in and under 500 feet below the surface of the ground with no right to access to the same through the surface of the ground; as reserved in a Deed from C. Vernon Hanson et al., to Charles T.

Massie, et al., dated October 17, 1978, recorded November 6, 1978, in Book 781106 of Official Records, Page 1248.

APN: 226-0050-036
PARCEL "AC" (Granite Regional Park):

All of Parcel 12, and a portion of Parcel 22, as shown on the Parcel Map en titled "Master Parcel Map Of Granite Regional Park, Being A Porti on Of The South One-Half Of Section 14 & A Portion Of The Northeast One-quarter Of Section 23, T. 8 N., R. 5 E., M. D. M.", filed in the office of the Recorder of Sacramento County, California, on December 15, 2000, in Book 160 of Parcel Maps, Map No. 1. Said portion of Parcel 22 being all that portion lying within Parcel "A" as shown on the Record Of Survey "Portion Of Section 14, T. 8 N., R. 5 E., M. D. M.", filed in the office of the Recorder of Sacramento County, California, on March 15, 1972, in Book 29 of Surveys, Map No. 30.

APN: 079-0430-012, 079-0430-023, 079-0430-024 and 079-0430-025 PARCEL "AD" (Portion of Sacramento River Underground Reservoir and Water Treatment Plant):

PARCEL NO. 1:

All that portion of Sacramento County Swamp Land Survey No. 926, lying partly in the Northeast 1/4 of Section 35 and partly in the Northwest 1/4 of Section 36, Township 9 North, Range 4 East, described as follows:

Beginning at an oak stump enclosed in a concrete monument situate at the intersection of the inner toe of the levee of the American River Reclamat ion District No. 1 with the North line of a 4.08 acre parcel of land described in deed from A.C. McDavid and wife , to Pacific Gas and Electric Company, a California corporation, dated August 15, 1910, recorded August 20, 1910 in Book 317 of Deeds, Page 295, said oak stump bears North 13° 38' West 3527.3 feet from a point 4 feet South of the intersection of the center lin e of Second Street with the center line of "I" Street in the City of Sacramento, as located by the City Engineer of said City of Sacramento; thence from said point of beginning South 87° 04' West 142.7 feet to the low water line of the Sacramento River; thence North 12° 58 1/2' West 200 feet; thence South 89° 51' East 250 feet; thence South 0° 09' West 119.9 feet to an iron pin marking the Northwest corner of a certain 0 .816 acre strip of land described in deed from Frederick A. Warner, et al., to City of Sacramento, a municipal corporation, dated May 29, 1920, recorded July 8, 1920 in Book 542 of Deeds, Page 167; thence North 87° 04' East, along the Northerly boundary line of said 0.816 acre strip of land, 592.4 feet; thence North 117.80 feet to the most Southerly corner of a triangular shaped parcel of land containing 1.25 acres, described in deed from City of Sacramento, a municipal corporation, to Pacific Gas and Electric Company, a corporation, dated November 21, 1929, recorded December 12, 1929 in Book 275 of Official Records, Page 269; thence North 26° 57 ' 30" East 518.3 feet to th e Northeast corner of

29 4133-9710-9085.5

said 1.25 acre parcel of land; thence East 1242.50 feet to the Northeast corner of a certain 33.577 acre tract of land conveyed to the City of Sacram ento, by deed recorded in Book 542 of Deeds,

Page 167 ends

Central Pacific Railway Company; thence South 83° 33' West, along said North line, 698.6 feet to the Northwest corner of the Central Pacific Railway Company property; thence South 13° 21' East 328.9 feet to the Southeast corner of a certain 8.217 acre tract of land described in deed from Archibald M. Mull and wife, to City of Sacramento, a municipal corporation, dated June 29, 1920, in Book 531 of Deeds, Page 404; thence South 83 ° 33' West 786.60 feet to the Southwest corner of said 8.217 acre tract; thence c ontinuing South 83° 33' West, al ong the North line of the land now or formerly owned by Central Pacific Railway Company, 631.4 feet to the low water line of the Sacramento River; thence No rth 16° 27' West, along the low wa ter of the line Sacramento River, 60.93 feet; thence North 83° 33' East 648.8 feet; thence North 433.4 feet; thence North 12° 24' West 363.0 feet to the Northwest corner of the aforesaid 4.08 acre pa rcel of land owned by Pacific Gas and Electric Company, said corner being marked by a copper track set in the concrete monument; thence South 87° 04' West 660.0 feet to the point of beginning.

EXCEPTING THEREFROM the following six (6) parcels:
(a) A triangular strip of land located in the Sout heasterly portion of a tract of land as conveyed by F.A. Warner, to the City of Sacramento by Deed dated July __, 1920 bounded on the North and West by the remaining portion of the tract of land as conveyed by said Warner to City of Sacramento and on the South by a certain tract of land as conveyed by L.N. Billings, et al., to the Central Pacific Railroad Company, by deed dated November 7, 1892, recorded November 7, 1892, in Book 143 of Deeds, Page 79, described as follows:

Commencing at a point on the Southerly boundary of said tract of land as conveyed by said Warner to City of Sacramento said point being on the Northerly boundary line of land as conveyed by said Billings, et al., to Central Pacific Railroad Co mpany and bearing North 83° 33' East 208.1 feet from the Northwest corner of last mentioned tract; thence North 55.2 feet; thence East 488.5 feet to a point on the Southerly boundary of said tract as conveyed by said Warner to the City of Sacramento, said point also being on the Nort herly boundary of said tr act as conveyed by said Billings, etal., to Central Pacific Railroad Comp any; thence along the last mentioned boundary South 83° 33' West 490 feet to the point of commencement. (b) A triangular strip of land located in the S outherly portion of a cert ain tract of land as conveyed by A.M. Mull to City of Sacramento by Deed dated June 29, 1920, bounded on the North by the remaining portion of the above mentioned tract as conveyed by sa id Mull to City of Sacramento on the East by that certain tract of land conveyed to L.N. Billings, etal., to the Central Pacific Railroad Company, by Deed dated Nove mber 7, 1892 recorded November 7, 1892 in Book 143 of Deeds, Page 79, and on the South by lands owned by the Central Pacific Railway Company described as follows:

Commencing at a point on the most Westerly boundary of said tract as conveyed by said Billings, etal., to Central Pacific Railroad Company, said line being also the Easterly boundary of said tract as conveyed by said Mull to the City of Sacramento to said point bearing South 13° 15' East 319.3 feet to the most Northwesterly co rner of said tract as conveyed by said Billings, etal., to Central Pacific Railroad Company; thence along the boundary of aforesaid tracts South 13°15' East 10 feet

30 4133-9710-9085.5

to the most Southwesterly corner of said tract as conveyed by said Billings, etal., to Central Pacific Railroad Company and also being the most Southeasterly corner of said tract as conveyed by said Mull to City of Sacramento; th ence along the most Southerly bounda ry of last mentioned tract South 83° 33' West 53.11 feet to a point; thence Nort h 72° 43' 30" East 52.87 feet to the point of commencement.
(c) All that portion lying West of the East boundary of that certain 1.378 acre parcel described in the deed from the City of Sacramento, a m unicipal corporation, to the County of Sacramento, dated October 24, 1929, recorded March 5, 1930 in Book 290 of Official Records, Page 166. (d) All of the 0.882 of an acre parcel described in the deed from Archibald M. Mull and L.

Claudia Mull, his wife, to the City of Sacram ento, a municipal corporation, dated June 29, 1920, recorded July 30, 1920, in Book 531 of Deeds, Page 404. (e) All of the 0.605 of an acre parcel described in the deed fr om the City of Sacramento, a municipal corporation, to Housing Authority of the City of Sacramento, a public corporation, dated April 27, 1983, recorded May 5, 1983, in Book 830505 of Official Records, Page 1256. (f) All that portion of that tract of land described in deed to the City of Sacramento, a municipal corporation, recorded July 8, 1920, in Book 542 of D eeds at page 167, reco rds of Sacramento County, described as follows:

Beginning at a point in the Easterly line of a county road which point bears S. 32° 45' 42" E. 175.66 feet from a 5/8-inch iron bar set in concrete at the Northeas t corner of a 4.08 acre tract described in deed recorded in Book 317 of Deeds at pa ge 243, Sacramento County Records, and shown on "Record of Survey Property of Sacramento Muni cipal Utility District" recorded January 30, an Book 8 of Surveys, Map No. 44, records of said County, said point also being distant 221.26 feet Easterly measured at right angl es to the base line at Engineer's Station "B1"597+39.69 of the Department of Public Works' Survey on Road 03-Sac-5 from Post Mile 22.0 to Post Mile 34.7 (formerly Road III-Sac-238-Sac); Thence (1) along said Easterly line of said county road, N. 12° 42' 15" W. 105.16 feet; thence (2) along a curve to the right with a radius of 970.00 feet, through an angle of 06° 33' 00", an arc distance of 110.89 feet; thence (3) N. 06° 09' 15" W. 184.39 feet; thence (4) leaving said County roa d, N. 26° 39' 23" E. 182.49 feet; thence (5) S. 11° 46' 00" W. 212.49 feet; thence (6) along a curve to the left with a radius of 570.00 feet, through an angle of 22° 37' 00" an arc distance of 225.00 feet; thence (7) S. 10° 51' 00" E. 129.09 feet to the point of beginning.

APN: 001-0210-037 and a portion of 001-0210-038
PARCEL NO. 2:

The Westerly portion of a tract of land conveyed by L.N. Billings, et al., to the Central Pacific Railroad Company, by Deed dated November 7, 1892, recorded November 7, 1892 in Book 143 of Deeds, Page 79. Bounded on the North by a tract of land conveyed by F.A. Warner to the City of Sacramento, by Deed dated July __, 1920: and on the West by a tract of land conveyed to the City of Sacramento by A.M. Mull by deed dated June 29, 1920; and on the South and East by the

31 4133-9710-9085.5

remaining portion of that certain tract of land as conveyed by said Billings, etal., to Central Pacific Railroad Company, described as follows:

Commencing at the Northwest corner of the abov e mentioned tract as conveyed by said Billings, et al., to Central Pacific Railroad Company; thence along the Westerly line of said tract South 13° 15' East 319.3 feet; thence North 73° 43' 30" East 139.96 feet; thence North 292.66 feet to a point, said point being the Northerly boundary of said tr act as conveyed by said Billings, et al., thence along the Northerly boundary of said tract South 83° 33' West 208.1 feet to the point of commencement.

APN: A portion of 001-0210-038
PARCEL NO. 3:

All of the 1.00 acre parcel described in the deed from the State of California, acting by and through its Director of Public Works, to the City of Sacramento, a munici pal corporation, dated February 24, 1971, recorded April 12, 1971, in Book 710412, of Official Records, Page 26.

APN: A portion of 001-0210-012
PARCEL NO. 4:

All that portion of the real pr operty designated as "Segment N o. 2" in the Relinquishment of Highway Right of Way in the City of S acramento, Road 03-SAC -5(99)-23.5-23.5 (25.0-25.9), Request No. 23523-X, recorded August 6, 1971, in Book 710806 of Official Records, Page 983, which instrument refers to said "Segment No. 2" as being shown on highway layout sheets filed in the office of the Recorder of Sacramento Coun ty, California, on November 21, 1970 in State of Highway Map Book 5, Pages 1, 6, and 7, and on December 9, 1970 in State of Highway Map Book 5, Pages 72 and 73, lying within the following two (2) parcels:
(a) That certain 33.577 acre parcel described in th e deed from Frederick A. Warner, et al., to the City of Sacramento, a municipal corpora tion, dated May 29, 1920, recorded July 8, 1920, in Book 542 of Deeds, Page 167.
(b) That certain 8.217 acre parcel described in th e deed from Archibald M. Mull and L. Claudia Mull, his wife, to the City of Sacramento, a municipal corporation, dated June 29, 1920, recorded June 30, 1920, in Book 531 of Deeds, Page 404.

APN: Not assessed, portion of Bercut Drive
PARCEL NO. 5:

All of that certain 6,147 square foot parcel described as "Location 2" in the deed from the State of California, acting by and through its Director of Public Works, to the City of Sacramento, a municipal corporation, dated February 24, 1971, recorded Ap ril 12, 1971, in Book 710412 of Official Records, Page 29.

APN: A portion of 001-0210-038

32 4133-9710-9085.5

PARCEL NO. 6:

All of that certain parcel described in the deed from Carco, a California general partnership, et al., to the City of Sacramento, a municipal co rporation, dated Oct ober 20, 1987, recorded December 28, 1987, in Book 871228 of Official Records, Page 817.

APN: 001-0064-015
PARCEL "AE" (Portion of Sacramento City Sump No.2):

All that portion of the Northeast 1/4 of Section 10, Township 8 North, Range 4 East, M.D.B.&M. of Bath Tract, according to the official plat th ereof, filed in the office of the Recorder of Sacramento County, California, on March 18, 1 912, in Book 13 of maps, Map No. 11, described as follows:

Lots 1, 2, 3, 14, 15, 16, 17, 18, 19, 20, 21 and portions of Lots 4, 6, 7, 8, 9, 10, 12 and 13 of Bath Tract, according to official plat ther eof, together with the alleys ab utting said lots and with that portion of abandoned San Buena Ve ntura Way, formerly River Av enue of Bath Tract, lying between the Southerly line of 10th Avenue, formerly Wheeler Av enue, and the Northerly line of abandoned 11th Avenue, formerly Franklin Avenue.

EXCEPTING THEREFROM all that portion lying Southerly of the Northerly line of the property conveyed from the City of Sacramento, to the Sa cramento Regional County Sanitation District, a political subdivision of the St ate of California, dated Apri l 5, 1978, recorded April 6, 1978, in Book 780406 of Official Records, Page 1089.

Beginning at a point located on the Southeast corner of Lot 11, as shown on said plat of Bath Tract that bears North 75° 09' 28" West 50.68 feet; then ce along a curve to the right with a radius of

20.00 feet, through an angle 58° 39' 13", an arc di stance of 20.47 feet, the of which bears North 45° 49' 52" West 19.59 feet; thence North 16° 30' 15" West 43.79 feet; thence South 73° 29' 30" West 53.00 feet to a point located on the Easterly right of way lin e of the State of California, Department of Public Works, Ro ad 03-SAC-5; thence along said Easterly right of way line of Road 03-SAC-5 North 16° 30' 30" West 102.93 feet to the true point of beginning; thence from said true point of beginning North 73° 29' 30" East 101.00 feet; thence South 16° 30' 30" East

13.84 feet; thence curving on a non-tangent curve to the left, on an arc of 47.00 feet radius, said arc being subtended by a chord bearing South 15° 21' 13" West 79.84 feet; thence continuing along said curve on an arc of 47.00 feet radius, said arc being subtended by a chord bearing North 76° 04' 36" East 82.32 feet; thence South 75° 03' 41" Ea st 95.00 feet; thence North 14° 56' 19" East

5.00 feet; thence South 75° 03' 41" East 35.00 feet; thence South 14° 56' 19" West 5.00 feet; thence South 75° 03' 41" East 92.38 feet; thence curving on a non-tangent curve to the left, on an arc of

80.00 feet radius, said arc being subtended by a chord bearing South 35° 17' 50" East 62.52 feet; thence South 64° 09' 11" East 97.06 feet to a point located on said Westerly right of way line of Riverside Boulevard; thence along said Westerly right of way lin e of Riverside Boulevard South 25° 50' 49" West 49.77 feet; thence North 75° 09' 28" West 331.70 feet to the point of beginning.

APN: 017-0036-020 and 017-0036-021

33 4133-9710-9085.5

PARCEL "AF" (3rd Street Parking Lot G):

INTENTIONALLY DELETED
PARCEL "AG" (Memorial Garage (formerly known as 14th and H Street Parking Lot C)):

The North one-half of the block bounded by 14th and 15th Streets, "H" and "I" Streets of the City of Sacramento, according to the official plat thereof.

APN: 006-0055-001
PARCEL "AH" (Portion of Florin Reservior):

All that portion of the Southeast one-quarter of Section 34, Township 8 North, Range 5 East, M.D.

B. & M., described as follows:

Beginning at the Northeast corner of the Southeast one-quarter of said Sec tion 34, said point of beginning being on the centerline of Power Inn Ro ad; thence from said point of beginning along the East line of said Section 34 and along the centerline of Power Inn Road South 00°33'28" East 615.80 feet to a point from which the Southeast corner of Tokay Park Unit No. 3, the official plat of which is recorded in the office of the Recorder of Sacramento County in Book 41 of Maps, Map No. 1 bear South 00°33'28" East 1461.93 feet; thence South 89°24'22" West 290.40 feet; thence parallel to the East line of said Secti on 34 North 00°33'28" West 90.00 feet; thence South 89°24'22" West 548.02 feet; thence North 00°46'28" West 523.15 feet to a point on the North line of the Southeast one-quarter of said Section 34; thence along the North line of the Southeast one- quarter of said Section 34 North 89°13'32" East, 840.41 feet to the point of beginning.

Excepting therefrom all that portion of the Southeast one-quarter of Section 34, Township 8 North, Range 5 East, M.D.M., described as follows: Beginning at a point from which the Northeast corner of said Southeast one-quarter bears the followi ng two (2) courses: (1) North 00°46'28" West 132.28 feet and (2) North 89°13'30" East 840.41 f eet; thence from said point of beginning and along the arc of a curve to the right 50.00 feet in radius said arc being subtended by a chord bearing South 06°02'18" East 46.32 feet; thence along the arc of a curve to the left 30.00 feet in radius, said arc being subtended by a chord beari ng South 10°23'31" West 11.62 feet; thence South 89°13'32" West 2.00 feet; thence North 00°46'28" West 57.53 feet to the point of beginning.

APN: 043-0260-036
PARCEL "AI" (Tower Bridge Garage (formerly known as Lot R-Neasham Circle)):

Parcel A, as shown on the Parcel Map entitled "Portion of the block bounded by the Sacramento River, L Street, Second Street a nd Capitol Mall", filed for record in Book 51 of Parcel Maps, at Page at Page 11, records of Sacramento County.

Excepting therefrom that potion of Parcel A that li es West of the Westerly line of "Front Street" the title and exclusive right to all of the minerals and mineral ores of every kind and character now known to exist or hereafter discovered upon, within or underlying said land below 500 feet under

34 4133-9710-9085.5

the surface, or that may be produced therefrom, including, without limiting the generality of the foregoing, all petroleum, oil, natural gas and ot her hydrocarbon substances and products derived therefrom, together with the exclusive and perp etual right thereto, without, however, the right to use or penetrate the surface of, or enter upon, said land within 500 feet of the surface thereof, to extricate or remove the same, as reserved by Southern P acific Transportation Company, a Delaware Corporation, recorded December 5, 1972, in Book 721205, Page 368, Official Records.

APN: 006-0136-019
PARCEL "AJ" (555 Sequoia Pacific Boulevard):

Parcel E, together with all that portion of Parcel D, as shown on that cert ain Parcel Map filed in Book 18 of Parcel Maps, Page 35, Official Records of Sacramento County, described as follows:

Beginning at the Southwest corner of said Parcel E; thence from said point of beginning, along the Westerly lines of said Parcels E and D, the following three (3) courses: (1) North 18° 29' 45" East 236.54 feet; (2) along the arc of a tangent curve to the right, concave Southeasterly, having a radius of 30.00 feet, subtended by a chord bearing North 44° 20' 26" East 26.16 feet to a point of reverse curvature; and (3) along the arc of a tangent cu rve to the left, concav e Northwesterly, having a radius of 70.00 feet, subtended by a chord bearing North 41° 08' 21" East 67.97 feet; thence leaving said Westerly line, South 71° 30' 15" East 267.93 feet to a point in the Easterly line of said Parcel D; thence along the Easterly lines of Pa rcels D and E, and along the Southerly line of Parcel E, the following four (4) courses: (1) South 18° 29' 45" West 60.00 feet; (2) South 72° 36' 15" East 12.50 feet; (3) South 18° 29' 45" West 262.83 feet; and (4) North 71° 30' 15" West 318.00 feet to the point of beginning.

Also known as "Adjusted Parcel E" on the Cert ificate of Compliance recorded May 7, 1985, in Book 850507, Page 892, Official Records.

EXCEPTING THEREFROM that por tion thereof lying below a de pth of 500 feet, measured vertically from the contour of the surface of said property; however, reservor, or its successors or assigns, shall not have the right for any purpose whatsoever to enter upon, into or through the surface of said property or any part thereof ly ing between said surface and 500 feet below said surface, as reserved by Southern Pacific Industrial Development Company, in the Deed recorded January 8, 1985, in Book 850108, Page 347, Official Records.

APN: 001-0200-035
PARCEL "AK" (Seymour Park):

Parcel 1:

Lot G of Greenhaven Unit NO. 2, according to the offi cial plat thereof, filed in the office of the Recorder of Sacramento County, California, on October 15, 1962 in Book 69 of Maps, Map No.

29. APN: A portion of 030-0125-001

35 4133-9710-9085.5

Parcel 2:

The Westerly one-half of Trestle Glen Way lying between a point located 64 feet Southerly of the centerline of Gloria Drive and the Southerly boundary of Greenhaven Unit No. 2, filed in the office of the County Recorder of Sacramento Count y on October 15, 1962, in Book 69 of Maps, Map No. 29.

APN: A portion of 030-0125-001
Parcel 3:

Lot A Riverview Estates No. 2, according to the offici al plat thereof, filed in the office of the Recorder of Sacramento County, California, on January 19, 1973, in Book 92 of Maps, Map No.

12. APN: 030-0570-001
Parcel 4:

Lot H of Greenhaven Unit No. 3, according to the offici al plat thereof, filed in the office of the Recorder of Sacramento County, California, on December 23, 1964, in Book 76 of Maps, Map No. 1.

APN: 030-0202-024
Parcel 5:

Lot A as shown on the "Plat of Lake Crest Village Unit No. 2", filed in the office of the County Recorder of Sacramento County, in Book 116 of Maps, Map No. 5.

Excepting therefrom all oil, gas and other hydrocarbons and minerals 500 feet or more below the surface of said land, without, however, the right of surface entry.

APN: 031-0270-019 and 031-0280-039
Parcel 6:

Lot N, as shown on the plat of Greenhaven Unit No. 8, filed in Book 93 of Maps, Map No. 21.

APN: 030-0590-001
Parcel 7:

Lot J of Greenhaven Unit No. 4, according to the offi cial plat thereof, filed in the office of the Recorder of Sacramento County, California, on May 27, 1966, in Book 79 of Maps, Map No. 12.

APN: 030-0293-012
Parcel 8:

36 4133-9710-9085.5

Lot K of Greenhaven Unit No. 5, according to the offici al plat thereof, filed in the office of the Recorder of Sacramento County, California, on November 12, 1971, in Book 88 of Maps, Map No. 24.

APN: 030-0293-013
Parcel 9:

All that portion of projected Section 27, Township 8 North, Range 4 East, M.D.B. & M., described as follows:

Beginning at the Northwest corner of Lot 13 of Greenhaven Unit No. 1, according to the official plat thereof, filed in the office of the recorder of Sacramento County, California, on July 28, 1961, in Book 66 of Maps, Map No. 13; thence South 62° 10' 00" West 134.24 feet along the North line of said Greenhaven Unit 1; thence South 72° 22' 30" West 37.65 feet along the North line of said Greenhaven 1 to the Northeast corner of Lot 162 of said Greenhaven Unit No. 1; thence North 17° 37' 30" West 314.67 feet; thence North 22° 36' 30" West 220.20 feet to the South line of Riverside Boulevard, 60.00 feet in width; thence North 75° 26' 00" East 98.10 feet along said South line of Riverside Boulevard; thence South 27° 50' 00" East 513.14 feet to the point of beginning.

APN: 030-0361-001
Parcel 10:

Lot A as shown on the "Plat of Greenhaven Unit No. 16", filed on February 28, 1978, in Book 118 of Maps, Map No. 22, records of Sacramento County.

Excepting therefrom all oil, gas and other hydro carbons and minerals below a depth of 500 feet, without any right of entry onto the surface or the upper 500 feet of said land, as reserved in Deed recorded December 30, 1942, in Book 989 of Official Records, at Page 5314 of Official Records, at Page 261.

APN: 031-0350-001
Parcel 11:

Lot B of Greenhaven Unit No. 16, as shown on the offici al plat thereof, filed in the office of the Recorder of Sacramento County, California, in Book 118 of Maps, at Page 22.

Excepting therefrom all oil, gas and hydrocarbons and minerals below a depth of 500 feet, without any right of entry onto the surface or the upper 500 feet of said land, as reserved in Deed recorded December 30, 1942, in Book 989 of Official Records, at Page 141, and as amended in Deed recorded August 25, 1965, in Book 5314 of Official Records, at Page 261.

APN: 031-0350-002
Parcel 12:

37 4133-9710-9085.5

Lot A of Greenhaven Unit No. 17, as shown on the official plat thereo f, filed in the office of the Recorder of Sacramento County, California, in Book 128 of Maps, at Page 9.

Excepting therefrom all oil, gas and other hydro carbons and minerals below a depth of 500 feet, without any right of entry onto the surface of the upper 500 feet of said land, as reserved in Deed recorded December 30, 1942, in Book 989 of Official Records, at Page 141 and as amended in Deed recorded August 25, 1965 in Book 5314 of Official Records, Page 261.

APN: 031-0500-001
Parcel 13:

Lot O of Greenhaven Unit No. 10, acco rding to the official plat thereo f, filed in the office of the Recorder of Sacramento County, California, on May 20, 1974, in Book 96 of Maps, Map No. 19.

APN: 030-0610-003
Parcel 14:

All that portion of Section 34, Township 8 North, Range 4 East, M.D.B. & M., described as follows:

Beginning at the Southwest corner of Lot O of Greenhaven Unit No. 10, according to the official plat thereof, filed in the office of the Recorder of Sacramen to County, California, on May 20, 1974, in Book 96 of Maps, Map No. 19; thence North 72° 23' 30" East 310.52 feet along the Southeasterly line of said Lot O; thence South 28° 18' 00" West 93.71 feet; thence South 16° 36' 32 " West 615.82 feet; thence South 88° 17' 30" West 166.21 feet; thence North 12° 53' 08" East 518.14 feet; thence North 17° 36' 30" West 82.43 feet to the point of beginning.

APN: 031-0620-021 and 031-0620-022
Parcel 15:

Lot L as shown on that certain "Map of Greenha ven '70, Unit # 7", filed on May 26, 1972 in the office of the Recorder of Sacramento County, in Book 90 of Maps, Map No. 9.

APN: 030-0540-040
Parcel 16:

Lot M as shown on that certain "Map of Green haven '70, Unit # 7", filed on May 26, 1972 in the office of the Recorder of Sacramento County, in Book 90 of Maps, Map No. 9.

APN: 030-0540-041
PARCEL "AL" (Portion of Reichmuth Park):

38 4133-9710-9085.5

Lot H of South Land Park Hills Unit No. 31, accordi ng to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on July 12, 1961, in Book 66 of Maps, Map No. 5.

EXCEPTING THEREFROM the following described parcel:

Beginning at the most Southerly corner of the lands, as said lands are shown and designated "Clara Machado" on that certain "Record Of Survey Portion Of Swamp Land Survey No. 207 Located In Sections 26 & 27, T. 8 N., R. 4 E., M.D.B.&M.", filed in the office of the Recorder of Sacramento County, California, on March 3, 1960, in Book 15 of Surveys, Map No. 37; thence, from said point of beginning, North 24°19'50" East, along the Easter ly line of the aforesaid lands of Machado,

14.40 feet; thence leaving said Easterly line No rth 50°44'20" West 45.54 feet to a point in the Southwesterly line of said lands of Mach ado; thence South 34°57'45" East, along said Southwesterly line, 51.18 feet to the point of beginning.

The meridian of this description is based on the California Coordinate System.

APN: 029-0192-002
PARCEL "AM" (Southside Park):

Parcel One:

Lots 1 through 8, inclusive, in the Block bounded by "T" and "U" and 6th and 7th Streets as shown on the map or plan of the City of Sacramento.

Parcel Two:

Lots 1 through 8, inclusive, in the Block bounded by "T" and "U" and 7th and 8th Streets as shown on the map or plan of the City of Sacramento.

Parcel Three:

Lots 1 through 8, inclusive, in the Block bounded by "U" and "V" and 6th and 7th Streets as shown the map or plan of the City of Sacramento.

Parcel Four:

Lots 1 through 8, inclusive, in the Block bounded by "U" and "V" and 7th and 8th Streets as shown on the map or plan of the City of Sacramento.

Parcel Five:

Lots 1 through 8, inclusive, in the Block bounded by "V" and "W" and 6th and 7th Streets as shown on the map or plan of the City of Sacramento.

Parcel Six:

39 4133-9710-9085.5

Lots 1 through 8, inclusive, in the Block bounded by "V" and "W" and 7th and 8th Streets as shown on the map or plan of the City of Sacramento.

APN: 009-0121-001 (Parcels One through Four) and 009-0183-016 (Parcels Five and Six) PARCEL "AN" (Cesar Chavez Plaza):

All of the block bounded by 9th and 10th, "I" and "J" Streets of the City of Sacramento, according to the official plat thereof.

APN: 006-0042-001
PARCEL "AO" (Muir Children's Park (formerly known as Muir Park)):

Parcel One:

Lots 1 through 8, inclusive, in the Block bounde d by "B" and "C" and 15th and 16th Streets as shown on the map or plan of the City of Sacramento.

Parcel Two:

The Alley in the Block bounded by "B" and "C" a nd 15th and 16th Streets as shown on the map or plan of the City of Sacramento.

APN: 002-0091-001
PARCEL "AP" (Portion of 35th Ave Combined Waste Water Treatment Plant (formerly known as 35th Corp Yard)):

Parcel One:

Parcel 6, as shown on the offici al Parcel Map of "Portion of New Helvetia Rancho & Projected Section 23 & 26 T8N, R4E, M.D.B. & M." filed in the office of the R ecorder of Sacramento County, California on July 20, 1984, in Book 82 of Parcel Maps, Map No. 3, and all that portion of Section 26, Township 8 North, Range 4 East, M.D.B.& M., described as follows, and known as Sump No. 104:

Beginning at the Southwest corner of Parcel N o. 6 as shown on the Parcel Map entitled "Portion of New Helvetia Rancho and Projected Section 23 & 26, T8N, R4E M.D.B.& M.", filed on July 20, 1984, in the office of the Recorder of Sacramen to County, in Book 82 of the Parcel Maps, Map No. 3; thence, from said point of beginning, North 83°31'56" West 47.38 feet; thence South 24°57'54" West 52.57 feet; thence North 76°31'00" West 140.00 feet; thence North 12°24'30" East 180.00 feet; thence South 77°35'30" East 316.21 feet to the Westerly line of South Land Park Drive; thence Southerly, along said Westerly right-of-way line, South 18°23'32" West 20.11 feet; thence, leaving said We sterly right-of-way line, North 77° 35'30" West 90.34 feet; thence South 25°45'00" West 109.36 feet to the point of beginning.

APN: 024-0030-010 and 012

40 4133-9710-9085.5

Parcel Two:

Parcel 8, as shown on the offici al Parcel Map of "Portion of New Helvetia Rancho & Projected Section 23 & 26 T8N, R4E, M.D.B. & M." filed in the office of the R ecorder of Sacramento County, California on July 20, 1984, in Book 82 of Parcel Maps, Map No. 3.

APN. 024-0020-055
Parcel Three:

Lot F, as said lot is shown and so designated on the official plat of South Land Park Hills Unit No. 3, recorded in the office of the Recorder of Sacramento County in Book 36 of Maps, Map No. 18.

Excepting therefrom, an undivided one-half interest in and to all underground mineral, including oil, gas and hydrocarbons, but not including water, with the right to explore, mine and extract the same from any areas, providing howev er, that any development, dr illing, exploration or mining for said underground minerals, oil, gas and hydrocarbons will not be permitted on the surface of the said tract of land; as said exception is mo re fully contained in the deed dated June 23, 1953, recorded June 24, 1953, in Book 2433 of Offici al Records, page 502, executed by Joseph Reichmuth and wife, to Annrud Development Company, a corporation.

APN. 024-0171-010
PARCEL "AQ" (Meadowview Service Complex):

Parcel One:

All that portion of Section 7, T.7 N., R.5 E., M. D.B.& M., located in the City of Sacramento, County of Sacramento, State of California, described as follows:

Commencing at the Northwest corner of said S ection 7, being a point in the center line of Meadowview Road; thence, coincident with said center line, North 89°20'37" East 1969.33 feet to the Northwest corner of the East quarter of the West half of said Section 7; thence, coincident with the West line of said East qua rter, South 00°17'35" East 40.00 feet to the South line of said Meadowview Road; thence, coincident with said South line, North 89°20'37" East 455.05 feet to a railroad spike stamped L.S. 2457 lying distant thereon South 89°20'37" West 897.17 feet from a brass capped monument stamped L.S. 2457; thence South 00°55'32" East 465.56 feet to the True Point of Beginning; thence North 89°21'51" East 291.03 feet; thence South 00°22'04" East 1583.97 feet; thence South 89°52'01" West 753.27 feet to the West line of said East qua rter of the West half of said Section 7, from which an iron bar ma rking the Southeast corner of lot 408, as shown on the Plat of Meadowview Village Unit No. 5, filed September 30, 1960, in Book 62 of Maps, Map No. 29, in the office of the Recorder of Sacramento County, California, bears North 00°17'35" West 312.24 feet; thence, coincident with the West line of said East quarter, North 00°17'35" West 1556.53 feet; thence North 89°20'37" East 422.42 f eet; thence North 00°55'32" West 20.50 feet; thence North 89°04'28" East 38.00 feet to the True Point of Beginning.

Also shown as "Parcel 1" of that certain Ce rtificate of Compliance recorded December 13, 1999, in Book 991213, Page 1090, of Official Records of Sacramento County.

41 4133-9710-9085.5

EXCEPTING THEREFROM all mine ral deposits, as defined in Section 6401 of the Public Resources Code, below a depth of 500 feet, with right of surface entry, as reserved by the State of California in the Grant Deed recorded December 7, 1999, in Book 991207, Page 898, of Official Records of Sacramento County.

APN. 053-0010-066
Parcel Two:

An easement for road and utilities over all that portion of Section 7, T.7 N., R.5 E., M.D.B.& M., located in the City of Sacramento, County of Sacramento, State of California, described as follows:

Parcel Three:

An easement for road and utilities over all that portion of Section 7, T.7 N., R.5 E., M.D.B.& M., located in the City of Sacramento, County of Sacramento, State of California, described as follows:

PARCEL "AR" (Lot H - Capital):

Lots 5, 6, 7 and 8 in the bloc k bounded by 10th and 11th, "K" a nd "L" Streets of the City of Sacramento, according to the official plat thereof.

APN: 006-0104-008, 009
PARCEL "AS" (Portion of Tahoe Park):

Parcel One:

42 4133-9710-9085.5

All of two (2) adjoining ten (10) acre lots, 20 acres more or less, situated in the Southwest corner of the West 3/4 of the West 1/2 of the Southeas t 1/4 of Section 16, Township 8 North, Range 5 East, Mount Diablo Base and Meridian, described as follows, to-wit:

Beginning at the Southeast corner of the property of Sacramen to City School District of Sacramento County, which corner is located South 88° 56' West 1320 feet and South 89° 15' West 836.6 feet, along the center line of the Avenue, and South 0° 32' East 865.25 feet from an old granite stone set at the intersection of the center line of 5th Avenue with a fence which marks the Easterly boundary of 65th Streets, and which stone designates the quarter section corner common to Sections 15 and 16, said township and range; thence from said point of beginning, South 89° 14' 30" West 503.76 feet to the West line of the Southeast 1/4 of said Section 16; thence Southerly along said West line to the Southwest corner of said Southeast 1/4 of said Section 16, which corner is in the center line of 14th Avenue; then ce South 0°28' West 1771.61 fee t; thence North 89° 14' East along the center line of 14th Avenue 506 feet more or less, to the S outhwest corner of the tract of land designated "Smith 9.673 Ac." on the Map of the Properties of Smith, Williams, Schang, Phillips & Hill, filed in the office of th e Recorder of said County of Sacramento on September 4, 1924, in Book 2 of Surveys, Map No. 58, which corner is located South 89° 06' West 1320.8 feet and South 89° 14' West 825.5 feet from an old granite section corner at the intersection of the center line of 14th Avenue with the fence which marks the Easterly boundary of 65th Street; thence North 0° 32' West, along the West line of the tracts of land designated on said Map, a distance of 1771.55 feet to the point of beginning.

EXCEPTING THEREFROM that portion lying Southerly of the center line of 11th Avenue.

Parcel Two:

Beginning at the Southwest corner of Tahoe School Property, as de scribed in Deed recorded in Book 261, Page 152, Official Records; thence North 0° 03' 41" West 111.93 feet to a point on the Southerly property line of 8t h Avenue; thence North 89° 38' 04" East 60.00 feet along the Southerly property line of 8th Aven ue to a point; thence South 0° 03' 41" East 111.94 feet to a point on the Southerly boundary line of Tahoe Sc hool Property; thence South 89° 38' 39" West

60.00 feet along the Southerly boundary line of Tahoe School Property to the point of beginning.

Parcel Three:

All that lot, piece or parcel of land situat e, lying and being in the C ity of Sacramento, County of Sacramento, State of California, described as follows, to-wit: The East 25 feet of that certain 10.23 acre tract of land conveyed by Frank P. Williams and Anne E. Williams to Sacramento City School District of Sacramento County by Deed dated August 8, 1927, and recorded in the office of the County Recorder of Sacramento County in B ook 138 of Official Records at Page 487, more particularly described as follows:

A strip of land of a uniform width of 25.0 feet, the Westerly boundary of said strip being parallel to and 25.00 feet Westerly meas ured at right angles from the following described East boundary of said 10.23 acre tract:

43 4133-9710-9085.5

Beginning at a 1" diameter steel pin monument marking the inters ection of the South line of 5th Avenue with the said East boundary from which point of beginning a st one monument marking the East quarter of Section 16, Township 8 North, Range 5 East, M.D.B. & M. bears South 0° 12' 35" West 18.94 feet; thence North 89° 55' 20' East 506.41 feet; thence North 0° 29' 10" East 40.00 feet; thence NORTH 89° 55' 20" East 679.69 fee t; and thence North 89° 44' East 970.00 feet; thence from said point of beginning South 0° 12' 35' West 844.95 feet to the Northeast corner of that certain tract of land conve yed by George A. Brock to Li zzie Brock by Deed dated May 24, 1935, and recorded in the office of the County Recorder of S acramento County, in Book 502 of Official Records, at Page 426.

EXCEPTING THEREFROM that portion lying North of the Southerly boundary of 8th Avenue.

Parcel Four:

Beginning at a point on the Easterly line of 60th Street, of the City of Sacramento, said point being located North 89° 22' 20" East 4.00 feet and Sout h 0° 08' 15" East 233.45 feet along the Easterly line of said 60th Street, from the Southwest corner of Fifth Avenue Tract Unit No. 3 (as the same is shown on the official map ther eof filed in the offi ce of the County Recorder of Sacramento County, State of California); thence form the point of beginning North 89° 38' 04' East 479.10 feet along the proposed Northerly line of 8th Avenue to the Southwest corner of Lot 12 of "San Juan Acres" (as the same is shown on the official map thereof filed in the office of the County Recorder of Sacramento County, State of California); thence South 0° 05' 27" West 214.31 feet along the Westerly line of said "San Juan Acres" to the S outheast corner of the tr act of land described in deed from F.B. Smith and wife to Nettie Irene Phillips, date d December 15, 1915, recorded in Book 442 of Deeds, at Page 54; thence along the South line of said tract, South 89° 21' 10" West 478.41 feet to a point on the Easterly line of sa id 60th Street; thence NORTH 0° 08' 15" West 216.64 feet along the Easterly line of said 60th Street to the point of beginning.

Parcel Five:

Beginning at a point on the Easterly line of 60th Street, of the City of Sacramento, located North 89° 17' 42" East 25.00 feet and North 0° 08' 15" West 295.18 feet from a monument marking the center line intersection of 11th Avenue and 60th Street, of the City of Sacramento, said beginning point being on the South line of the 5.057 acre tract of land described in deed from Phillip Armand and wife, to Curt F. Setzer, dated September 14, 1940, recorded in Book 842 of Official Records of Sacramento County, at page 291; thence from said point of be ginning, North 0° 08' 15" West 435.09 feet along the Easterly line of said 60th Street to a point located North 89° 22' 20" East

4.00 feet and South 0° 08' 15" East 450.09 feet from the Southwest corner of Fifth Avenue, Tract Unit No. 3, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on August 27, 1941, in Book 22 of Maps, Map No. 31, and which point is on the North line of said 5.057 acre tract of land; thence along said last mentioned line, North 89° 21' 10" East 478.41 feet to the Westerly line of San Juan Acres, according to the official plat thereof filed in the office of the Recorder of Sacram ento County, on June 26, 1924 in Book 18 of Maps, Map No. 3, being the Northeast corner of sa id 5.057 acre tract; thence South 0° 05' 27" West 400.69 feet along the Westerly line of said San Juan Acres to the Southwest corner thereof; thence South 0° 05' 20" West 42.31 feet along the Westerly line of Orchard Villa, according to the official plat thereof, filed in the of fice of the Recorder of Sacram ento County, on March 17, 1926 in

44 4133-9710-9085.5

Book 18 of Maps, Map No. 63, to the Southeast corner of said 5.057 acre tract, being located South 89° 36' 27" West 165.01 feet and North 0° 05' 20" East 286.85 feet from a monument marking the center line intersection of 62nd Street and 11th Avenue; thence along the South line of said 5.057 acre tract, North 89° 43' 52" West 476.54 feet to the point of beginning.

Parcel Six:

All that portion of the Southwes t one-quarter of the Southeast one-quarter of Section Sixteen Township Eight North Range Five East, described as follows:

Beginning at a 1" steel rod set to designated the Southeast corner of the tract herein described and which point of beginning is furt her described as being located in the fence line which marks the Easterly boundary of the properties of Hill, Phillips, Schang, Williams and Smith, where the same is intersected by the prolongation of the fence line which marks the boundary of the property of Williams on the North of the Smith on the South and which point of beginning is further described as being located South 89° 06' West 1320.80 feet , and South 89° 14' Wes t 329.6 feet and North 0°18' West 847 feet from the old granite section corner set in the center line of 14th Avenue, where the same is intersected by the Southerly prolongation of the fence which marks the Easterly boundary of 65th Street of the City of Sacramen to, and which monument is set to designated the section corner common to Sections 15, 16, 21 and 22, said township and range, and running from said point of beginning along the boundary line common to property of S mith and Williams as aforesaid, South 89° 12' West 499.28 feet to a 1" steel rod set in the line of fence which marks the Westerly boundary of the propertie s of Hill, Phillips, Schang, Williams and Smith; thence along said last mentioned line of fence North 0° 32' West 435 feet to a 1" steel rod set in the fence line which marks the boundary common to the proper ty of Schang and Williams, from which the Northeast corner of the Goldeberg Tract bear s North 0° 32' West 1355.1 feet and South 89° 15' West 3148.70 feet; thence continuing from said 1" steel rod along the division line common to the properties of Schang and Williams as aforesaid, North 89° 58' East 501.05 feet to a 1" steel rod set in the fence line which marks the Easterly boundari es of the properties of Hill, Phillips, Schang, Williams and Smith as aforesaid, from which the old granite stone which marks the quarter corner common to Sections 15 and 16, said township and range and set on the prolongation of the center line of 5th Avenue of the City of Sacramento, at its intersection with the Easterly boundary of 65th Street, bears North 0°18' West 1361.4 feet and North 89° 15' East 330 feet and North 88° 56' East 1320 feet; thence from said last me ntioned steel rod South 0° 18' East 428.3 feet to the point of beginning.

EXCEPTING THEREFROM that portion lying Southerly of the center line of 11th Avenue.

APN: 015-0151-001 and portion of 015-0151-003
PARCEL "AT" (North Laguna Creek Park):

Parcel One:

All that real property situated in the City of Sacramento, County of Sacramento, State of California, being a portion of Section 21, Township 7 North, Range 5 East, M.D.B.& M., described as follows:

45 4133-9710-9085.5

Beginning at a point located on the East line of said Section 21, from which the East one-quarter corner of said Section bears North 00°55'26" West 51.55 feet, said one-quarter corner being a one and one half inch (1 1/2") iron pipe, said point of beginning being also located in the centerline of a 60.00 foot wide public road known as Jacint o Avenue, described in Book 870826, Official Records, at Page 1577 and Book 880412 Official Reco rds at Page 1073, records of said County; thence, from said point of beginn ing, coincident in said East line, South 00°55'26" East 1169.44 feet to a point located in the Northerly li ne of Laguna Creek Floodway, as described in Book 870826, Official Records, at Page 1570, Records of said County; then ce, coincident with said Northerly line, the following five (5) courses and distances: (1) North 83°26'23" West 312.28 feet, (2) along the arc of a 500.00 foot radius curve to the left, through a central angle of 25°44'21", having a chord that bears South 83°41'26" West 222.73 feet, (3) South 70°49'16" West 97.54 feet, (4) along the arc of a 1000.00 foot radius curve to the right, through a central angle of 17°27'13", having a chord that bears South 79°32'52" West 303.45 feet, and (5) South 88°16'29" West 370.58 feet; thence, leaving said Northerly line, North 00°54'57" West 40.00 feet to a point located in the hereinbefore said centerline of Jacinto Avenue; thence, coincident therewith the following four (4) courses and distances: (1) North 88°16'29" East 49.01 feet, (2) along the arc of a 600.00 foot radius curve to the left, through a central angl e of 53°47'53", having a c hord that bears North 61°22'32" East 542.90 feet, (3) North 34°28'36" East 917.22 feet, and (4) along the arc of a 600.00 foot radius curve to the right, through a central angle of 29°18'46", having a chord that bears North 49°07'59" East 303.63 feet, to the point of beginning.

APN: 117-0160-032
Parcel Two:

Lot 17 of Laguna Meadows, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on June 23, 1988, in Book 184 of Maps, Map No. 6.

APN: 117-0213-001
PARCEL "AU" (Portion of Washington Park):

The East one-half of Lot 3 in the Block bounded by "E" and "F" Sixteenth and Seventeenth Streets of the City of Sacramento, according to the official map or plat of said City.

Together with the Westerly 40 feet of the Northerly one-half of the Alley within said Block, as vacated by the City of Sacramento in the document recorded January 18, 1977, in Book 770118,

Page 854 ends

APN: Portion of 002-0136-023
PARCEL "AV" (Orchard Park (formerly known as Orchard Park Site)):

Lot A of Willow Creek, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on November 15, 1990, in Book 212 of Maps, Map No. 5.

APN: 274-0440-004 and 007

46 4133-9710-9085.5

PARCEL "AW" (Portion of Glenbrook Park):

All that portion of Section 11, Township 8 North, Range 5 East, M.D.B.& M., also being a portion of the property shown on that certain Record of Survey entitled "Portion of Sections 10, 11, 14 & 15, T.8 N., R.5 E., M.D.B.& M.", filed in the o ffice of the Recorder of Sacramento County, California, on October 14, 1959, in Book 15 of Surveys, Map No. 2, described as follows:

Beginning at the Southeast corner of Lot 956, as said lot is shown on the "Plat of College Greens Unit No. 10", filed in the office of the Recorder of Sacramento County, California, on October 25, 1965, in Book 78 of Maps, Map No. 1; thence, from said point of beginning, along the Easterly line of said subdivision, North 03°07'01" West 802.90 feet to a point on the Southerly line of La Riviera Drive, as shown on said map; thence , along said Southerly line, the following two (2) courses: 1) South 86°38' East 81.49 feet and 2) along a curve to the left with a radius of 384.73 feet, the chord of which bears North 89°38'15 East 50.05 feet, to a point on the Easterly line of said Record of Survey filed in Book 15 of Surveys, Map No. 2; thence, along said Easterly line, South 04°33'10" East to a point on the Northerly line of State Highway 50, as described in the Grant Deed to the State of California reco rded November 21, 1966, in Book 661121, Page 73, of Official Records; thence, the following two (2) courses: 1) South 81°55' West 86.73 feet and along a curve to the left with a radius of 10,105 feet , an arc distance of 44.48 feet, to the point of beginning.

APN: 078-0012-004
PARCEL "AX" (Oki Park):

Parcel One:

All that real property situate in the County of Sacramento, St ate of California, being a portion of Sections 12 and 13, Township 8 North, Range 5 East, M.D.B.&M ., and being also a portion of Glenbrook Unit No. 2, the official plat of which was recorded March 30, 1965 in Book 76 of Maps, Map No. 23, in the Sacramento County Recorder's Office, and more particularly described as follows:

Beginning at the Southwest corner of Lot 221 of said Glenbrook Unit No. 2; thence, along the Westerly boundary of said Lot and the Northerly production thereof North 3°07'01" West 313.39 feet; thence North 86°52' 59" Ea st 92.53 feet; thence North 82° 01'50" East 455.00 feet; thence South 7°58'10" East 175.00 feet; thence South 2°11'50" West 68.05 feet to the Northeast corner of Lot 277 of said Glenbrook Unit No. 2; thence, along the Easterly boundary of Lot 227, South 7°58'10" East 100.00 feet to the Southeast corner of Lot 227 and the North boundary of Wisseman Drive, a roadway 60 feet in width; thence, along said boundary and the Southerly boundary of Lots 227-226 and 225, South 82°01'50" West 172.80 feet; thence along said North boundary and the Southerly boundary of Lots 224-223 and 222, along th e arc of a right curve having a radius of 970.00 feet subtended by a chord which bears South 86°09'53" West 139.86 feet; thence along the arc of a left curve having a radius of 1030.00 feet subtended by a chord which bears South 89°13'32" West 38.63 feet; thence S outh 88°09' West 23.22 feet; thence along the arc of a right curve having a radius of 20.00 feet subtended by a chord which bears North 47°46'34" West 27.82 feet to a point on the East boundary of Evergl ade Drive and the West bounda ry of said Lot 222;

47 4133-9710-9085.5

thence along said boundary and curving to the left on an arc of 1527.00 feet radius subtended by a chord which bears North 4°35'46" West 47.64 feet to the North boundary of said Glenbrook Unit No. 2; thence along said North boundary Sout h 89°09' West 54.11 feet to the West boundary of Everglade Drive and the Northeast corner of Lot 221; thence along sa id West boundary and the Easterly boundary of Lot 221 curving to the right on an arc of 1473.00 feet radius subtended by a chord which bears South 4°43'22" East 46.31 feet; thence along the arc of a right curve having a radius of 20.00 feet subtended by a chord which bears South 42°09'50" West 28.77 feet to a point on the South boundary of said Lo t 221 and the North boundary of La ke Forest Drive, a roadway 60 feet in width, thence along said boundary S outh 88°09' West 95.01 feet to the point of beginning.

APN: 078-0420-001
Parcel Two:

All that property situate in the County of Sacr amento, State of Califor nia, being a portion of Sections 11, 12, 13 and 14, Township 8 North, Range 5 East, M.D.B.& M., and more particularly described as follows:

Beginning at the Southwest corner of Lot 221, as said lot is shown on the official plat of Glenbrook Unit No. 2, filed in the office of the Recorder of Sacramento County in Book 76 of Maps, Map No. 23; thence, from said point of beginning, along the Westerly boundary of said lot 221 and the Northerly production thereof, North 03°07'01" West 1053.61 feet; thence South 81°55'00" West

69.61 feet; thence South 03°06'00" East 680.83 feet ; thence South 02°45'00" East 281.61 feet; thence South 00°16'00" East 83.58 f eet; thence North 88°09'00" East 75.53 feet to the point of beginning.

APN: 078-0420-002
Parcel Three:

All that portion of Sections 11 and 14, Township 8 North, Range 5 East, M.D.B.& M., as shown on the Record of Survey entitled "Portion of Sections 10, 11, 14 & 15, T.8 N., R.5 E., M.D.B.& M.", filed in the office of the Recorder of Sacramento County in Book 15 of Surveys, Map No. 2, described as follows:

Beginning at the Southeast corner of Lot 856, as said lot is shown on the official plat of College Greens Unit No. 9, filed in the office of the Recorder of Sacramento County in Book 75 of Maps, Map No. 33; thence, from said point of beginni ng, along the Easterly boundary of said College Greens Unit No. 9, North 03°07'01" West 1039.87 feet ; thence, Easterly, curving to the right on an arc of 9894.39 foot radius, said arc being su btended by a chord bearing North 81°44'14" East

61.97 feet; thence North 81°55'00" East 69.21 feet to a point located on the Easterly boundary of said Record of Survey; thence, along the Easterly boundary of said Record of Survey, the following three (3) courses and distances: 1) South 03°06'00" East 680.83 feet, 2) South 02°45'00" East 281.61 feet, and 3) South 00°16'00" Ea st 83.58 feet to a point locate d on the Northerly right of way line of Lake Forest Drive, a public street, as shown on the official plat of said College Greens Unit No. 9; thence, along the Northerly right of way line of said Lake Forest Drive, the following

48 4133-9710-9085.5

two (2) courses and distances: 1) South 88°09'00" West 50.83 feet, and 2) curving to the left, on an arc of 330.00 foot radius, said arc being subtended by a chord bearing South 81°42'50" West

73.98 feet to the point of beginning.

APN: 078-0420-009, 011, 012
PARCEL "AY" (Portion of S. Natomas Community Center):

Parcel 1:

All that portion of Lot 124 of Natomas East Side Subdivision, according to the official plat thereof, filed in the office of the R ecorder of Sacramento County, California, on January 18, 1924, in Book 17 of Maps, Map No. 34, described as follows:

Beginning at a concrete monument marking the Northeast corner of said Lot 124, said concrete monument being 22.50 feet East from the West line of San Juan Way (now Truxel Road) as shown on said plat; thence along the North line of said Lot 124 South 89°50' West 1185.75 feet; thence leaving said North line South 19°23'30"West 13 9.02 feet; thence North 89°50' East 13.54 feet; thence South 00°10' East 79.02 feet; thence curving to the left on the arc of a tangent curve having a radius of 1700.00 feet, said arc being subtended by a chord bearing South 12°09'30"East 706.42 feet to a point; thence on the Southwesterly prolongation of a radial line of said curve through said point South 65°51' West 5.00 feet to a point on a curve concave to the Northeast and having a radius of 1835.30 feet (a tangent to said 1835.30 foot radius curve at said point bears South 24°09' East); thence Southeasterly, curvi ng to the left on the arc of said 1835.30 foot radius curve, said arc being subtended by a chord bearing South 28°18' East 265.64 feet to the point of intersection of said curve with a curve concave to the Southeast and having a radius of 1600.00 feet (a tangent to said 1600.00 foot radius curve at said point of intersection be ars North 57°33' East); thence curving to the right on the arc of said 1600.00 foot radius curve, said arc being subtended by a chord bearing North 73°42' East 890.09 feet; thence tangent to the preceding curve North 89°51' East 96.00 feet to a point in the East line of said Lot 124, said point being 22.50 feet East from the West line of San Juan Way (now Truxel Road) as shown on said plat; thence along said East line of Lot 124 North 00°09' West 890.00 feet to the point of beginning.

EXCEPTING THEREFROM the following three (3) parcels:
(a) All oil, oil rights, natura l gas rights and other hydrocarbons, by whatsoever name known, and any other minerals, and mineral rights, whether or not similar to those herein mentioned, in and under the herein conveyed land, below a depth of 500 feet (inclu ding the right to drill, mine, explore and operate under and through the herein conveyed land for the purpose of extracting and producing oil, gas and other hydrocarbons by what soever name known, and all other minerals, whether or not similar to those herein mentioned, from other lands); provided that defendants shall not drill, mine, explore or othe rwise operate upon the surface of sub-surface of said land herein conveyed, or any portion thereof, above the depth of 500 feet, or ot herwise in such manner as to endanger the safety of any structure that may be constructed on said lands, in the exercise of any of the herein excepted rights; as excepted and reserved in the Judgment entered in the Superior Court of the State of California, in and for the County of Sacramento, Action No. 126544, entitled:

Grant Union High School District of Sacramento County, a political subdivision of the State of

49 4133-9710-9085.5

California, Plaintiff, vs. Graydon Oliver, Boyd Emery Oliver, John Doe, Jane Doe, Richard Roe, and Black and White Company, a corporati on, Defendants, on September 26, 1961, a certified copy of which was recorded on September 26, 1961, in Book 4316 of Official Records, Page 514. (b) The North 80.00 feet of the East 170.00 feet.
(c) A portion of said Lot 124, being a portion of that certain real property acquired by Grant Union High School District, a political subdivis ion of the State of California, by Judgment recorded September 26, 1961, in Book 4316 of Official Records, Page 514, described as follows:

Beginning at a point on the Westerly boundary of sa id school district property, which lies South 19°23'30"West 21.41 feet from the Northwest corner thereof; thence continuing on said Westerly boundary on the following four (4 ) courses and distances: (1) South 19°23'30"West 119.06 feet, (2) North 89°50'00"East 13.54 feet, (3) South 00° 10'00"East 79.02 feet, and (4) on the arc of a 1,700 foot radius curve to the right, through a centr al angle of 20°46'25", for an arc length of 616.37 feet; thence leaving said Westerly boundary on the following nine (9) courses and distances: (1) North 13°51'00"West 171.01 feet, (2) North 12°20'40"West 89.77 feet, (3) North 09°53'50"West 89.77 feet, (4) North 06°49'15"Wes t 134.64 feet, (5) North 03°44'40"West 89.77 feet, (6) South 01°17'07"West 89.82 feet, (7) North 00°10'00"West 45.00 feet, (8) North 01°41'00"East 34.13 feet, and (9) North 11°18'51"East 59.96 feet to the point of beginning.

Parcel 2:

A right of way for road and utility purposes, upon, over, across and under the following described portion of Lot 124 of Natomas East Side Subdivision, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on January 18, 1924, in Book 17 of Maps, Map No. 34:

Beginning at the Southeast corner of the Parcel No. 1 above described, said point being in the East line of said Lot 124; thence from said point of beginning Sout h 00°09'East 30.00 feet along the East line of said Lot 124; thence leaving said East line South 89°51'West 96.00 feet; thence curving to the left on an arc of a ta ngent curve having a radius of 15 70.00 feet, said arc being subtended by a chord bearing South 73°42'West 873.40 feet; thence tangent to said curve South 57°33'West

26.00 feet; thence North 32°27' West 30.00 feet; thence curving to the right on the arc of a tangent curve having a radius of 1861.30 feet, said arc being subtended by a chor d bearing North 28°18' West 269.40 feet; thence on a radial line of said cu rve North 65°51'East 10.00 feet to a point in a curve concave to the Northeast and having a radius of 1721.00 feet (a tangent to said 1721.00 foot radius curve at said point bears North 24°09' West); thence curving to the right on the arc of said 1721.00 foot radius curve, said arc being subtended by a chord bearing North 12°09'30" West 715.14 feet; thence tangent to said curve North 00°10' West 79.02 feet; thence North 89°50' East

21.00 feet; thence South 00°10' East 79.02 feet; thence curving to the left on the arc of a tangent curve having a radius of 1700.00 feet, said arc being subtended by a chord bearing South 12°09'30" East 706.42 feet; thence on th e Southwesterly prolongation of a radi al line of said curve through said point South 65°51' West 5.00 feet to a point in a curve concave to the Northeast and having a radius of 1835.30 feet (a tangent to said 1835.30 foot radius curve at said point bears South 24°09' East); thence curving to the left on the arc of said 1835.30 foot radius curve, said arc being subtended by a chord bearing South 28°18' East 265.64 feet to a point in a curve concave to the

50 4133-9710-9085.5

Southeast and having a radius of 1600.00 feet (a ta ngent to said 1600.00 foot radius curve at said point bears North 57°33'East); then ce curving to the ri ght on the arc of sa id 1600.00 foot radius curve, said arc being subtende d by a chord bearing North 73°42'Ea st 890.09 feet; thence tangent to said curve North 89°51'East 96.00 feet to the point of beginning.

APN: 225-0230-070
PARCEL "AZ" (Historic and New City Halls (formerly known as City Hall)):

Parcel 1:

Lots 1 through 8 inclusive, in the block bounded by 9th and 10th and H and I Streets, as shown on the Official Map of Plat of Sacramento City, recorded in the office of the recorder of Sacramento County in Book 1 of Maps, Page 3 of Official Records.

Parcel 2:

All that portion of the alley lying between H and I Streets from the Easterly right of way line of 9th Street to the Westerly right of way line of 10th Street as shown on the Official Map or Plat of Sacramento City, recorded in the office of the recorder of Sacramento County in Book 1 of Maps,

Page 3 ends

1987 in Book 87-01-13, Page 1752, Official Records.

APN: 006-0041-013
PARCEL "BA" (O'Neil Field)
Parcel 1:

Lots 1, 2, 3, 4, 5, 6, 7 and 8 in the block bounded by 6th and 7th and X and Broadway Streets of the City of Sacramento.

Parcel 2:

Lots 1, 2, 3, 4, 5, 6, 7 and 8 in the block bounded by 7th and 8th and X and Broadway in the City of Sacramento.

Parcel 3:

That certain alley between "X" St reet and Broadway from the Easter ly line of 6th Street to the Westerly line of 7th Street and that certain a lley between "X" Street and Broadway from the Easterly line of 7th Street to the Westerly line of 8th Street and that portion of 7th Street being the prolongation of said alleys, in the City of Sacramento, as declared closed, vacated and abandoned by Ordinance No. 1113, Fourth Series, passed December 28, 1946, effective January 27, 1946.

APN: 009-0030-001
PARCEL "BB" (Portion of Robla Park):

51 4133-9710-9085.5

The West one-half of Lot 27 of Subdivision of Section No. 11 of the Rancho Del Paso, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on April 18, 1913, in Book 14 of Maps, Map No. 5. The subdivision of said Lot 27 being made on the basis that the lot area includes one-half of the adjoining roads as shown on said plat.

APN: 237-0070-015
PARCEL "BC" (Winn Park):

Lots 1 through 8, inclusive, and that certain alley, all being in Block or Square bounded by "P" and "Q" Streets, and 27th and 28th Streets of the City of Sacramento, according to the official plat or plan thereof.

APN: 007-0341-001
PARCEL "BD" (McKinley Park):

Beginning at the division corner common to the lands owned by M. M. Harding and the East Park Association, a corporation and which said corner is located on the East line of Thirty-First Street and Ten and 30/100 feet Northerly at right angles from the center line of "E" Street of the City of Sacramento, State of California, and running thence from the said point of beginning and along the division line common to the lands of said Hard ing and the East Park Association, South 70° 45" East 15.839 chains; North 83° 24' East 5.376 chains; South 9° 08' East 8.292 chains to a stake at the division corner common to the lands of said M. M. Hardi ng and the East Park Association and on the Northerly boundary line of the land s formerly owned by John Klotz now deceased; thence along the division line common to the lands of the East Park Association and the said lands formerly owned by John Klotz, now deceased South 81° 50' West 10.26 chains; South 19° 36' West 9.211 chains to the division corner common to the lands of the East Park Association and the land formerly owned by N. Clark, and now ope ned up as a public highway; thence along the Northerly line of said public highway North 70° 35' West 15.78 chains to the East line of Thirty- first Street as herein aforesaid; thence along the East line of Thirty-first Street North 19° 25' East

18.71 chains to the place of beginning and being the same lands heretofore known and designated as East Park, located in Township Eight (8 ) North, Range Five (5) East, M.D.B. and M., Sacramento County, California, incl uded in which are lots three (3 ), four (4) and five (5) of Watson's Addition to the City of Sacramento.

EXCEPTING THEREFROM all that portion lying easterly of the centerline of 33rd Street.

APN: 003-0010-002
PARCEL "BE" (Carl Johnston Park):

Parcel 1 of that certain Certific ate of Compliance for Lot Line Adjustment recorded January 20, 2006 in Book 20060120, Page 1827, of Official Records Being More Particularly described as follows:

52 4133-9710-9085.5

All that certain real property situate in the C ity of Sacramento, County of Sacramento, State of California, being that particular "City of Sacramento" property as described in that particular Grant Deed, filed in Book 5353, at Page 645, official Records of said County.

Together With:

A portion of Parcel 3 of that particular Parcel Map entitled A Portion of Section 2 of "Rancho Del Paso", BK. "A" Maps, Page 94, filed in Book 133 of Parcel Maps, at Page 18, official Records of said County described as follows:

Beginning at a point on the Easterly line of said Parcel 3 from which the Northeasterly corner thereof bears, along said Easterly line, North 00° 05' 11" East, 198.50 f eet, said Northeasterly corner being coincident with the Easternmost corner of said city property; thence, from said point of beginning, leaving said Easterly line, along the following five courses:

1. Along the arc of a 48.50 feet radi us, non-tangent, curve to the le ft, having a radial bearing of North 63° 55' 59" East, a central angle of 84° 08' 23" and bei ng subtended by a chord bearing North 68° 08' 13" West, 64.99 feet to a point of reverse curvature; thence,

2. To the right, along the arc of a 31.50 feet radius, tangent, curve having a central angle of 20° 17' 35" and being subtended by a chord bearing South 79° 50' 23" West, 11.10 feet; thence,

3. North 89° 54' 49" West, 196.18 feet to a point on the Westerly line of said Parcel 3 being coincident with the Easterly line of said city property; thence,

4. Along the Westerly line of said Parcel 3 and the Easterly line of said city property North 00° 05' 11" East, 83.48 feet to the Northwesterly corner of said Parcel 3 and an angle point on the Easterly line of said city property; thence,

5. Along the Northerly line of said Parcel 3 and th e Easterly line of said city property North 70° 56' 20" East, 283.12 feet to the point of beginning.

Less and excepting therefrom: all that portion of said city property be ing more particularly described as follows:

Beginning at a point on the line common to said c ity property and said Parcel 3 from which the Northeasterly corner of said Parcel Map bears, along said common line, the following two courses:

1. Along the Westerly line of said Parcel 3 and the Easterly line of said city property North 00° 05' 11" East, 83.48 feet to the Northwesterly corner of said Parcel 3 and an angle point on the Easterly line of said city property; thence,

2. Along the Northerly line of said Parcel 3 and th e Easterly line of said city property North 70° 56' 20" East, 283.12 feet to said Northeasterly corner of said Parcel 3 and the Easternmost corner of said city property; thence,
From said point of beginning along the following nine courses:

53 4133-9710-9085.5

1. Along said common line South 00° 05' 11" West, 241.37 feet to a point on the arc of a 6664.09 feet radius, non-tangent, curve being the Southwesterly corner of said Parcel 3 and an angle point on the Easterly boundary of said city property; thence,

2. Leaving said common line, to the left, along the arc of the Westerly proj ection of said curve, having a radial bearing of North 00° 24' 27" East, a central angle of 00° 22' 06" and being subtended by a chord bearing North 89° 46' 36" West, 42.84 feet; thence,

3. North 89° 53' 14" West, 121.70 feet to a point of cusp at the be ginning of a 20.00 feet radius, tangent, curve; thence,

4. To the left, along the arc of said curve having a central angle of 90° 01' 35" and being subtended by a chord bearing North 45° 05' 58" East, 28.29 feet; thence,

5. North 00° 05' 11" East, 149.93 feet to the beginning of a 31.50 feet radius, tangent, curve; thence,

6. To the left, along the arc of said curve, having a central angle of 20° 17' 35" and being subtended by a chord bearing North 10° 03' 37" West, 11.10 feet to a point of reverse curvature; thence,

7. To the right, along the arc of a 48.50 feet radius, tangent, curv e having a central angle of 130° 35' 10" and being subtended by a chord bearing No rth 45° 05' 11" East, 88.12 feet to a point of reverse curvature; thence,

8. To the left, along the arc of a 31.50 feet radius, tangent, curve having a central angle of 20° 17' 35" and being subtended by a chord bearing South 79° 46' 02" East, 11.10 feet; thence,

9. South 89° 54' 49" East, 73.26 feet to the point of beginning.

Further excepting therefrom, Parcels 1 and 2 of that particular "Grant Deed" filed in Book 7310- 01, at Page 520 official Records of Sacramento County.

APN: 263-0110-037

1 4133-9710-9085.5

EXHIBIT B

Refunding Base Rental Payment Schedule
Refunding Base
Rental Payment Date1
Principal
Component
Interest
Component
Total Refunding Base
Rental Payment

1 Each Refunding Base Rental Payment is due 15 days before bond payment date shown.

2 4133-9710-9085.5

Refunding Base
Rental Payment Date1
Principal
Component
Interest
Component
Total Refunding Base
Rental Payment

1 4133-9710-9085.5

EXHIBIT C

Prior Master Lease Base Rental Payment Schedule
Prior Base Rental
Payment Date
Principal
Component
Interest
Component
Total Prior Base
Rental Payment
12/1/2025 $6,800,000 $1,634,156.26 $8,434,156.26
6/1/2026 1,464,156.26 1,464,156.26
12/1/2026 7,155,000 1,464,156.26 8,619,156.26
6/1/2027 1,285,281.26 1,285,281.26
12/1/2027 7,505,000 1,285,281.26 8,790,281.26
6/1/2028 1,119,106.26 1,119,106.26
12/1/2028 7,855,000 1,119,106.26 8,974,106.26
6/1/2029 922,731.26 922,731.26
12/1/2029 8,190,000 922,731.26 9,112,731.26
6/1/2030 784,525.00 784,525.00
12/1/2030 4,395,000 784,525.00 5,179,525.00
6/1/2031 674,650.00 674,650.00
12/1/2031 4,610,000 674,650.00 5,284,650.00
6/1/2032 559,400.00 559,400.00
12/1/2032 4,385,000 559,400.00 4,944,400.00
6/1/2033 449,775.00 449,775.00
12/1/2033 4,600,000 449,775.00 5,049,775.00
6/1/2034 334,775.00 334,775.00
12/1/2034 4,575,000 334,775.00 4,909,775.00
6/1/2035 220,400.00 220,400.00
12/1/2035 4,800,000 220,400.00 5,020,400.00
6/1/2036 100,400.00 100,400.00
12/1/2036 5,020,000 100,400.00 5,120,400.00

OHS
Draft
8/4/25
4142-5340-2461.6

INDENTURE
between the

SACRAMENTO CITY FINANCING AUTHORITY
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

RELATING TO THE
$[PAR]

SACRAMENTO CITY FINANCING AUTHORITY
2025 REFUNDING REVENUE BONDS (MASTER LEASE PROGRAM FACILITIES) Dated as of September 1, 2025

TABLE OF CONTENTS

Page
i
4142-5340-2461.6

ARTICLE I

DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions ..................................................................................................... ...... 2 Section 1.02. Equal Security .................................................................................................. . 12

ARTICLE II

ISSUANCE OF BONDS
Section 2.01. Authorization and Purpose of Bonds ................................................................. 13 Section 2.02. Terms of Bonds ................................................................................................. 13 Section 2.03. Redemption of Bonds ........................................................................................ 15 Section 2.04. Form of Bonds ................................................................................................... 17 Section 2.05. Execution of Bonds ........................................................................................... 22 Section 2.06. Transfer an d Payment of Bonds ........................................................................ 22 Section 2.07. Exchange of Bonds ............................................................................................ 23 Section 2.08. Bond Registration Books ................................................................................... 23 Section 2.09. Mutilated, Destroyed, Stolen, or Lost Bonds .................................................... 23 Section 2.10. Temporary Bonds .............................................................................................. 24 Section 2.11. Use of Depository Bonds ................................................................................... 24 Section 2.12. Procedure for the Issuance of Bonds ................................................................. 25 Section 2.13. Costs of Issuance Fund ...................................................................................... 26

ARTICLE III

TRUST ESTATE; FUNDS AND ACCOUNTS
Section 3.01. Pledge of Trust Estate ........................................................................................ 2 6 Section 3.02. Receipt and Deposit of Revenues in the Revenue Fund .................................... 27 Section 3.03. Establishment and Maintena nce of Accounts for Use of Money in Revenue Fund .................................................................................................... 27 Section 3.04. Rebate Fund ..................................................................................................... .. 28

TABLE OF CONTENTS
(continued)
Page
ii
4142-5340-2461.6

ARTICLE IV

COVENANTS OF THE AUTHORITY
Section 4.01. Punctual Payment and Performance .................................................................. 28 Section 4.02. Indebtedness and Encumbrances ....................................................................... 28 Section 4.03. Tax Covenants ................................................................................................... 29 Section 4.04. Payment of Claims ............................................................................................ 29 Section 4.05. Accounting Records and Reports ...................................................................... 29 Section 4.06. Protection of Securi ty and Rights of Holders .................................................... 29 Section 4.07. Prosecution and Defense of Suits ...................................................................... 29 Section 4.08. Collection, Enforcement and Amendment of the Program Obligation; Enforcement of the Master Site Lease ............................................................... 29 Section 4.09. Maintenance of Existence .................................................................................. 30 Section 4.10. Continuing Disclosure ....................................................................................... 30 Section 4.11. Further Assurances ............................................................................................ 3 0

ARTICLE V

THE TRUSTEE
Section 5.01. The Trustee ..................................................................................................... ... 31 Section 5.02. Liability of Trustee ............................................................................................ 32 Section 5.03. Compensation and I ndemnification of Trustee ................................................. 35

ARTICLE VI

AMENDMENT OF SUPPLEMENT TO THE INDENTURE
Section 6.01. Procedure for Amendment of or Supplement to the Indenture ......................... 36 Section 6.02. Disqualified Bonds ............................................................................................ 3 8 Section 6.03. Endorsement or Replacement of Bonds After Amendment or Supplement ...... 38 Section 6.04. Amendment or Supplement by Mutual Consent ............................................... 38

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES OF HOLDERS
Section 7.01. Events of Default and Acceleration of Maturities ............................................. 38

TABLE OF CONTENTS
(continued)
Page
iii
4142-5340-2461.6

Section 7.02. Application of Funds Upon Acceleration .......................................................... 39 Section 7.03. Institution of Le gal Proceedings by Trustee ...................................................... 40 Section 7.04. Actions by Trust ee as Attorney-in-Fact ............................................................ 40 Section 7.05. Limitation on B ondholders' Right to Sue .......................................................... 41 Section 7.06. Remedies Not Exclusive .................................................................................... 41

ARTICLE VIII

DEFEASANCE
Section 8.01. Discharge of the Bonds ..................................................................................... 41 Section 8.02. Unclaimed Money ............................................................................................. 42

ARTICLE IX

[PROVISIONS RELATING TO THE BOND INSURANCE POLICY AND THE BOND

INSURER
Section 9.01. Provisions Relating to the Bond Insurance Policy ............................................ 43 Section 9.02. Additional Payments ......................................................................................... 45 Section 9.03. Payment Procedure Relati ng to the Bond Insurance Policy .............................. 46 Section 9.04. Exercise of Rights by Bond Insurer ................................................................... 48 Section 9.05. Reporting Requirements .................................................................................... 48

ARTICLE X

MISCELLANEOUS
Section 10.01. Liability of Authority Limited to Revenues and Certain Other Funds .............. 48 Section 10.02. Benefits of the Indent ure Limited to Certain Parties ......................................... 49 Section 10.03. Successor Is Deemed Included in All References to Predecessor ..................... 49 Section 10.04. Execution of Documents by Holders ................................................................. 49 Section 10.05. Waiver of Personal Liability ............................................................................. 49 Section 10.06. Deposit and Investment of Money in Accounts and Funds ............................... 49 Section 10.07. Acquisition of Bonds by Authority ................................................................... 50 Section 10.08. Content of Cert ificates and Reports .................................................................. 50 Section 10.09. Notice by Mail ................................................................................................. .. 51 Section 10.10. Maintenance of Accounts and Funds ................................................................ 51

TABLE OF CONTENTS
(continued)
Page
iv
4142-5340-2461.6

Section 10.11. Article and Section Head ings, Gender, and References .................................... 51 Section 10.12. CUSIP Numbers ................................................................................................ 5 2 Section 10.13. Partial Invalidity ............................................................................................. ... 52 Section 10.14. Governing Law .................................................................................................. 52 Section 10.15. Notices ........................................................................................................ ....... 52 Section 10.16. Execution in Counterparts ................................................................................. 52 Section 10.17. Effective Date of the Indenture ......................................................................... 53 EXHIBIT A SCHEDULE OF PRIOR BONDS ................................................................... A-1 EXHIBIT B FORM OF COSTS OF I SSUANCE FUND REQUISITION ......................... B-1

4142-5340-2461.6

INDENTURE
This Indenture (the "Indenture"), da ted as of September 1, 2025, between the Sacramento City Financing Aut hority, a joint-exercise-of-power s authority duly organized and existing under and by virtue of the laws of the State of California (the "Authority"), and The Bank of New York Mellon Trust Company, N.A., a na tional banking association duly organized and existing under and by virtue of the laws of the United States of America and authorized to accept and execute trusts of the character herein set forth, as trustee (the "Trustee"); WITNESSETH:

WHEREAS, the Authority is authorized unde r the Joint Exercise of Powers Act, constituting Article 1, Chapter 5, Division 7, T itle 1 (commencing with Section 6500) of the Government Code of the State of California, and the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, T itle 1 (commencing with Section 6584) of the Government Code of the State of California, a nd all laws amendatory thereof or supplemental thereto (collectively, the "Act"), to issue revenue bonds to provide funds to assist local entities to finance or refinance cap ital improvements in order that such local entities may achieve their respective public purposes; and
WHEREAS, the Authority ha s adopted a program (the "Program") under the Act to provide assistance to the City of Sacramento (the "City") so that the City can finance or refinance capital improvement s in order that the City may achie ve its public purposes, which Program constitutes the acquisition of certain rights under a twelfth amendment to an existing master project lease (the "Twelfth Amendment to Master Proj ect Lease") between the Authority and the City (which Twelfth Amendment to Master Project L ease is referred to herein as the "Program Obligation"); and
WHEREAS, the Authority has determined that it may reduce the costs of the Program by issuing certain refundi ng bonds and amending the Mast er Project Lease (as defined herein) to reduce the amounts of ce rtain of the base rental paym ents to be made by the City thereunder (the "Prior Master Lease Base Rental Payments"); and WHEREAS, the Authority desires to issue its 2025 Refunding Revenue Bonds (Master Lease Program Facilities ) in the aggregate principal am ount of $[PAR] (the "Bonds") under the Indenture, a portion of the proceeds of which will be used by the Authority as a source of funds, together with certain other available amounts, for (a) th e refunding of the hereinafter defined Prior Bonds; (b) the discharge, payment, and satisfaction of the Prior Master Lease Base Rental Payments; [(c) the payment of a premiu m for the Bond Insurance Policy;] and (d) the payment by the City of the costs of issuance of the Bonds and the defeasance and refunding of the Prior Bonds, all for the purpose of obtaining money to carry out the Program by acquiring the rights to receive the payments due under the Program Obligation under and in accordance with the Act and herewith and which money in the aggregate will constitute the payment to the City of the purchase price of the Program Obligation; and
WHEREAS, the Program Obligation provides for the payment by the City to the Authority of amounts sufficient to enable the Authority to pay the interest on and the principal of

2 4142-5340-2461.6

the Bonds as provided herein as and when they become due and to pay the other costs incurred in connection with the Program; and
WHEREAS, as security for the payment of the interest on and the principal of the Bonds as and when they become due, the Authority desires to assign to the Trustee all its rights to receive certain payments due under the Program Obligation as provided herein; and WHEREAS, the Authority has determined th at all things necessary to make the Bonds, when executed and sold by the Authority as provided herein and authenticated and delivered by the Trustee as provi ded herein, legal, valid, and bi nding special obligations of the Authority according to the import thereof, have been done and performed, and all things precedent to the execution and delivery of the Indent ure by the parties hereto, and the execution, authentication, and delivery of the Bonds hereunde r, subject to the conditions and terms hereof, have been done and performed;
NOW, THEREFORE, THE INDENTURE WITNESSETH, that in consideration of the premises and of the mutual agreements and covenants contained herein, and of the purchase and acceptance of the Bonds by th e registered owners thereof fr om time to time, and for other valuable considerations, the r eceipt whereof is hereby acknowl edged, the Authority does hereby agree and covenant with the Trustee, for the benefit of the registered owners from time to time of the Bonds, as follows:

ARTICLE I

DEFINITIONS; EQUAL SECURITY
Section 1.01. Definitions. Unless the context otherwise requires, for all purposes hereof and of any Supplemental Indenture and of any certificate, opinion, report, request, or other document mentioned herein or therein, all terms defined in this section have the meanings defined herein, the following definitions to be equally appli cable to both the singular and plural forms of any of the terms defined herein:

Accountant's Report
"Accountant's Report" means a report signe d by an Independent Certified Public Accountant.

Act
"Act" means the Joint Exercise of Powers Act, constituting Article 1, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code of the State and the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4, Chapter 5, Division 7, Title 1 (commencing with Section 6584) of the Government Code of the State, and all laws amendatory thereof or supplemental thereto.

3 4142-5340-2461.6

Authority
"Authority" means the Sacramento City Financing Authority, a joint-exercise-of- powers created by the City and the Housing Authorit y of the City of Sacramento in accordance with the Act and duly organized and existing under and by virtue of the laws of the State.

Authority Bonds
"Authority Bonds" means all revenue bonds issued by the Authority that are payable from Master Lease Base Rental Payments.

Board
"Board" means the governing board of the Authority.
[Bond Insurance Policy
"Bond Insurance Policy" means the Municipal Bond Insurance Policy issued by the Bond Insurer that guarantees the scheduled payment of principa l of and interest on the Insured Bonds.]
[Bond Insurer
"Bond Insurer" means [Insurer], or any successor thereto.] Bonds
"Bonds" means the Sacramento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities) auth orized, executed, authen ticated, and delivered hereunder in accordance with Article II.

Business Day
"Business Day" means any day (other than a Saturday, a Sunday, or a legal holiday, or a day on which the New York Stock Exchange or the payment system of the Federal Reserve System is not operational) on which banks in New York, New York, and in Los Angeles and San Francisco, California, are open for business and on which the Trustee is open for business at its Principal Corporate Trust Office.

Certificate of the Authority
"Certificate of the Authority" means an instrument in writing executed by the Chair or the Treasurer, or by any other officer of the Authority duly authorized by the Board for that purpose, and attested by the Secretary or the Assistant Secretary of the Authority.

Chair
"Chair" means the Chair of the Authority.

4 4142-5340-2461.6

City
"City" means the City of Sacramento, a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State.

Code
"Code" means the Internal Revenue Code of 1986 and all regulations of the United States Department of the Treasury issued there under from time to time to the extent that the regulations are, at the time, applicable and in effect, and reference to any particular section of the Code includes reference to all successor sections of the Code.

Continuing Disclosure Certificate
"Continuing Disclosure Certificate" mean s the continuing disclosure certificate executed by the City relating to the Bonds, dated the date of the original issuance of the Bonds.

Costs of Issuance
"Costs of Issuance" means all costs di rectly or indirec tly payable by or reimbursable to the Authority or the City relate d to the execution and delivery of the Program Obligation and the discharge, payment, and satisf action of the Prior Master Lease Base Rental Payments and the Indenture and the refunding and defeasance of the Prior Bonds and the authorization and sale of the Bonds, including but not limited to costs of preparation and reproduction of documents; costs of the Rating Agencies and costs to provide information required by the Rating Agencies; filing, recording, and title-insurance fees, charges, and fees of the Trustee; legal fees and expenses; fees and expenses of consultants and professiona ls; financial advisory fees; [costs of the premiums fo r the Bond Insurance Policy]; char ges and fees inci dental to the acquisition of rights under the Program Obligation by the Authority and the preparation, execution, authentication, and original delivery of the Bonds; and any othe r charge, cost, expense, or fee in connection with the issuance and delivery of the Bonds.

Costs of Issuance Fund
"Costs of Issuance Fund" means the Sacr amento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities) Costs of Issuance Fund established under Section 2.13 (to be maintained by the Trustee).

Defeasance Securities
"Defeasance Securities" means—
(1) cash (insured at all times by the Federal Deposit Insura nce Corporation); and
(2) direct obligations of (including obligations issu ed or held in book-entry form on the books of) the Department of the Treasury of the United States of America.

5 4142-5340-2461.6

DTC
"DTC" means The Depository Trust Company, New York, New York, and its successors or assigns; or (in accordance with th en current guidelines of the Securities and Exchange Commission) any other securities depository that the Authority may designate in a Certificate of the Authority delivered to the Trustee.

Escrow Agent
"Escrow Agent" means The Bank of New York Mellon Trust Company, N.A., as Escrow Agent under the Escrow Agreement.

Escrow Agreement
"Escrow Agreement" means the Escrow Agreement dated as of September 1, 2025, between the Authority and the Escrow Agent relating to the defeasance and refunding of the Prior Bonds.

Escrow Fund
"Escrow Fund" means the escrow fund established by the Escrow Agent under the Escrow Agreement.

Event of Default
"Event of Default" means an event defined as such in Section 7.01.

Fiscal Year
"Fiscal Year" means the 12-m onth period terminating on Ju ne 30 of each year, or any other annual accounting period hereafter selected and designated by the Authority as its Fiscal Year in accordance with applicable law.

Holder or Bondholder
"Holder" or "Bondholder" means any person who is the registered owner of any Bond, as shown on the registration books maintained by the Trustee under Section 2.08.

Indenture
"Indenture" means this Indenture date d as of September 1, 2025, between the Authority and the Trustee executed under the Act, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Indentures executed under the provisions hereof.

6 4142-5340-2461.6

Independent Certified Public Accountant
"Independent Certified Public Accounta nt" means any certifie d public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State, appointed and paid by the Authority, and who, or each of whom— (1) is in fact independent and not under the domination of the Authority; (2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority; and
(3) is not connected with the Authority as an officer of the Authority, but who may be regularly retained to provide accounting services to the Authority.

Insured Bonds
"Insured Bonds" means the Bonds matu ring on December 1, [____] to and including December 1, [____].

Interest Account
"Interest Account" means the account by th at name within the Revenue Fund established under Section 3.03.

Interest Payment Date
"Interest Payment Date" means a date on which interest is due on the Bonds, being June 1 and December 1 of each year to which re ference is made, commencing on December 1, 2025.

Legal Investments
"Legal Investments" means any of the foll owing obligations if and to the extent that, at the time of making the investment, they are permitted by applicable law:
(1) Defeasance Securities.
(2) Obligations of any of the following federal agencies, which obligations represent the full faith and credit of the United States of America:
 Export-Import Bank
 Rural Economic Community Development Administration
 U.S. Maritime Administration
 Small Business Administration
 U.S. Department of Housing & Urban Development (PHA's)

7 4142-5340-2461.6

 Federal Housing Administration
 Federal Financing Bank
(3) Direct obligations of any of th e following federal agencies, which obligations are not fully guaranteed by the full faith and credit of the United States of America:
 Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC)
 Obligations of the Resolution Funding Corporation (REFCORP)  Senior debt obligations of the Federal Home Loan Bank System (4) U.S. dollar denominated deposit accounts, demand deposits, including interest bearing money market accounts, time deposits, trust funds, trust accounts, overnight bank deposits, interest bearing deposits, other deposit products, certific ates of deposit, including those placed by a third party pursuant to an agreement between the Trustee and the City, federal funds, and bankers' acceptances with domestic commercial banks (including the Trustee and its affiliates) that have a rating on their short-te rm certificates of deposit on th e date of purchas e of "P-1" by Moody's and "A-1" or "A-1+" or higher by Standard & Poor's and mature not more than 360 calendar days after the date of purchase (ra tings on holding companies are not considered as the rating of the bank).
(5) Commercial paper that is rated at the time of purchase in the single highest classification, "P-1" or higher by Moody's and "A-1+" or higher by Standard & Poor's and matures not more than 270 calendar days after the date of purchase. (6) Investments in a money market fund having a rating in the highest investment category granted thereby from Standard & Poor's, including those for which the Trustee or an affiliate receives and retains a fee for services provided to the fund, whether as a custodian, transfer agent, investment advisor or otherwise.
(7) Pre-refunded municipal ob ligations, which are bonds or other obligations of any state of the United States of America, or of any agency, instrumentality, or local governmental unit of any such state, that are not callable at th e option of the obligor befo re maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice, and are either—
(A) rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody's and Standard & Poor's or any successors thereto; or
(B) are fully secured as to inte rest and principal and redemption premiums, if any, by an escrow consisting on ly of cash or oblig ations described in paragraph (2) of the definition of Defeasance Securities, which escrow (i) may be applied only to the payment of such interest and principal and redempti on premiums, if any, on

8 4142-5340-2461.6

such bonds or other obligations on the maturity date or da tes thereof or the specified redemption date or dates under such irrevocable instructions, as appropriate; and (ii) is sufficient, as verified by a nationally recognized independent certified public accountant, to pay interest and princi pal and redemption premiums, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate. (8) Municipal obligations rated "Aaa/AAA" or general obligations of states with a rating of "A2/A" or higher by both Moody's and Standard & Poor's. (9) Investments in the City of S acramento Investment Pool "A." Master Lease Base Rental Payments
"Master Lease Base Rental Payments" means the Base Rental Payments due under the Master Project Lease.

Master Project Lease
"Master Project Lease" means that certa in Master Project Lease dated as of December 1, 1999, between the Authority and the City, as amended by the Amendment to Master Project Lease dated as of July 1, 2000; the Sec ond Amendment to Master Project Lease dated as of April 1, 2001; the Third Amendment to Master Project Lease dated as of July 1, 2002; the Fourth Amendment to Master Project Lease, dated as of September 1, 2003; th e Fifth Amendment to Master Project Lease, dated as of June 1, 2005; the Sixth Amendment to Master Project Lease, dated as of June 1, 2006; the Seventh Amendmen t to Master Project Lease, dated as of December 1, 2006; the Eighth Amendment to Master Project Lease, dated as of February 22, 2011; the Ninth Amendment to Master Project Lease, dated as of June 5, 2014; the Tenth Amendment to Master Project Lease dated as of October 1, 2015; the Eleven th Amendment to Master Project Lease dated as of May 1, 2024; the Twelfth Amendment to Master Project Lease (defined below); and by any other amendments thereto.

Master Site Lease
"Master Site Lease" means that certain Master Site Lease dated as of December 1, 1999, between the Authority and the City, as amended by the Ame ndment to Master Site Lease dated as of July 1, 2000; the Second Amendment to Master Site Lease dated as of April 1, 2001; the Third Amendment to Master Site Lease date d as of July 1, 2002; the Fourth Amendment to Master Site Lease dated as of September 1, 2003; the Fifth Amendment to Master Site Lease dated as of June 1, 2006; the Sixth Amendment to Master Site Lease dated as of December 1, 2006; the Seventh Amendment to Master Site Lease dated as of February 22, 2011; the Eighth Amendment to Master Site Lease dated as of June 5, 2014; the Ninth Amendment to Ma ster Site Lease dated as of October 1, 2015; and the Tenth Amendment to Master Site Lease dated as of May 1, 2024; and by any other amendments thereto.

9 4142-5340-2461.6

Moody's
"Moody's" means Moody's Investors Servi ce, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors or assigns, except that if that corporation is dissolved or liquidated or no longer performs th e services of a municipal securities rating agency, then "Moody's" will refer to any other nationally recognized municipal securities rating agency selected by the Authority.

Opinion of Counsel
"Opinion of Counsel" means a written opinion of a law firm of recognized national standing relating to municipal bonds that is retained by the Authority.

Outstanding
"Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 6.02) all Bonds except— (1) Bonds theretofore cancelled by the Trus tee or surrendered to the Trustee for cancellation;
(2) Bonds paid or deemed to have been paid under Section 8.01; and (3) Bonds in lieu of or in substitution for which replacement Bonds have been executed, authenticated, and delivered under Section 2.09.

Principal Corporate Trust Office
"Principal Corporate Trust Office" means the principal corporate trust office of the Trustee in Los Angeles, California, at which at a ny particular time its co rporate trust business is being administered, except that with respect to the presentation of Bonds for registration, transfer, exchange, payment, or redemption, this term means such other offi ce or agency of the Trustee designated in writing from time to time by the Trus tee to the Authority as its Principal Corporate Trust Office.

Principal Subaccount
"Principal Subaccount" means the subaccount by that name within the Redemption Account established under Section 3.03.

Prior Bonds
"Prior Bonds" means the outstanding S acramento City Financing Authority 2015 Refunding Revenue Bonds (Master Lease Program Facilities), as more fully set forth in Exhibit A attached hereto entitled "Schedule of Prior Bonds," and incorporated by this reference herein.

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Prior Master Lease Base Rental Payments
"Prior Master Lease Base Rental Paym ents" means the base rental payments discharged, paid, and satisfied in accordance with their terms by the City and as further defined in the Twelfth Amendment to Master Project Lease and Exhibit C thereto.

Prior Payments
"Prior Payments" means the Prior Master Lease Base Rental Payments.

Program
"Program" means the program adopted by th e Authority under th e Act to provide assistance to the City so that the City can finance or refinance capital improvements in order that the City may achieve its public purposes.

Program Obligation
"Program Obligation" means the Twelfth Amendment to Master Project Lease.

Program Obligation Payments
"Program Obligation Payments" means the Refunding Base Rental Payments paid by the City under the Twelfth Amendment to Master Project Lease.

Rating Agencies
"Rating Agencies" means Moody's and Standard & Poor's, and their respective successors or assigns, but only to th e extent that and so long as eith er of them is then rating the Bonds, or any other nationally re cognized securities rating agency or agencies then rating the Bonds at the request of the Authority.

Rebate Fund
"Rebate Fund" means the Sacramento C ity Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities) Rebate Fund established under Section 3.04 (to be maintained by the Trustee).

Record Date
"Record Date" means, with respect to an Interest Payment Date, the day that is the 15th day of the month before the Interest Payment Date, whether or not that day is a Business Day.

Redemption Account
"Redemption Account" means the account by that name within the Revenue Fund established under Section 3.03.

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Refunding Base Rental Payments
“Refunding Base Rental Payments” has the meaning given to such term under the Twelfth Amendment to Master Project Lease.

Representation Letter
"Representation Letter" means the Lette r of Representations delivered upon the issuance of the Bonds to DTC from the Authority and the Trustee relating to the Bonds.

Revenue Fund
"Revenue Fund" means the Sacramento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities) Revenue Fund established under Section 3.02 (to be maintained by the Trustee).

Revenues
"Revenues" means (1) all Program Oblig ation Payments, incl uding all amounts realized upon the enfo rcement of the Program Obligatio n Payments due under the Program Obligation, all collections on and proceeds of the Program Obligation Payments, and all amounts paid or received on account of or with respect to th e Program Obligation Payments; and (2) all investment income with respect to any money held in the accounts and funds established hereunder (except the Rebate Fund).

Secretary
"Secretary" means the Secretary of the Authority.

Standard & Poor's
"Standard & Poor's" means Standard & Poor 's Ratings Services, a division of The McGraw Hill-Companies, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successo rs or assigns, except that if Standard & Poor's Ratings Services is dissolved or liquidated or no longer performs the functions of a securities rating agency, then the term "Standard & Poor's" will refer to any other nationally recognized securities rating agency selected by the Authority.

State
"State" means the State of California.

Supplemental Indenture
"Supplemental Indenture" means any indenture then in full force and effect that has been made and entered into by the Authority a nd the Trustee, amendatory of or supplemental hereto, but only to the extent it is specifically authorized hereunder.

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Tax Certificate
"Tax Certificate" means the Tax Certificate executed by the Authority and the City at the time of the original issuance of the Bo nds relating to Section 148 of the Code, or any functionally similar replacement certificate, as the same may be amended or supplemented from time to time in accordance with its terms.

Twelfth Amendment to Master Project Lease
"Twelfth Amendment to Master Project Lease" means the Twelfth Amendment to Master Project Lease dated as of September 1, 2025, between the Authority and the City.

Treasurer
"Treasurer" means the Treasurer of the Authority.

Trust Estate
“Trust Estate” shall have the meanin g given to such term in Section 3.01.

Trustee
"Trustee" means The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existi ng under and by virtue of the laws of the United States of America and aut horized to accept and ex ecute trusts of the character herein set forth, at its Principal Corporate Trust Office, and its successors or assigns, or any other bank or trust company having a corporate tr ust office in Los Angeles or San Francisco, California which may at any time be substituted in its place as provided in Section 5.01.

Written Request of the Authority
"Written Request of the Authority" means an instrument in writing executed by the Chair or the Treasurer, or by any other officer of the Authority duly authorized by the Board of Directors for that purpose.

Written Request of the City
"Written Request of the City" means an instrument in writing executed by the Mayor of the City or the City Treasurer of the City, or by any other o fficer of the City duly authorized by the City Council of the City for that purpose.

Section 1.02. Equal Security. In consideration of the acceptance of the Bonds by the Holders thereof, the Indenture will be deemed to be and will constitute a contract between the Authority, the Trustee, and the Holders from time to time to secure the Bonds that may from time to time be authorized, sold, executed, authenticated, and deliver ed hereunder as and when they become due, subject to the agreements, conditions, covenants, and terms contained herein; and all agreements, conditions, covenants, and terms contained herein required to be observed or performed by or on behalf of the Authority will be for the equal and proportionate benefit, security,

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and protection of all Holders without distinction, preference, or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number thereof or the time of execution, authentication, or deliver y thereof or for any cause whatso ever, except as expressly provided herein or therein.

ARTICLE II

ISSUANCE OF BONDS
Section 2.01. Authorization and Purpose of Bonds.
(a) The Board has reviewed all proceedings heretofore taken relative to the authorization of the Bonds and has found, as a result of such review, and hereby finds and determines, that all acts, conditions, and things required by law to exist, happen, and be performed precedent to and for the issuance of the Bonds do exist, have happened, and have been performed in due time, form, and manner as required by the Act. Accordingly, the Authority is now authorized, under each requirement of the Act and hereof to issue the Bonds in the form and manner provided herein, and the Bonds will be entit led to the benefit, protection, and security of the Act and hereof.
(b) The purpose for which the Bonds are to be issued under the Act and hereunder is to provide funds to pay the costs of the acquisition by the Authority of the rights to receive the Program Obligation Payments due under the Program Obligation and to pay the Costs of Issuance.
(c) From and after the issuance of the Bonds, (1) the findings and determinations of the Board respecting the Bonds will be conclusive evidence of the existence of the facts so found and determined in any action or proceeding in any court in which the validity of the Bonds is at issue; (2) no bona fide purchaser of any of the Bonds will be required to see to the existence of any fact, to the performance of any condition, to the taking of any proceeding required before issuance, or to the application of the purchase price paid for the Bonds: and (3) the validity of the issuance of the Bonds will not be dependent on or affected in any way by any proceedings taken by the Authority for the acquisition of the rights to receive the Program Obligation Payments due under the Program Obligation or by any cont racts made by the Aut hority in connection therewith, and will not be dependent upon the performance by any person, firm, or corporation of his or her or its obligation with respect thereto.
(d) The recital contained in the Bonds that the Bonds are issued under the Act and this Indenture will be conclusive evidence of their validity and of the regularity of their issuance, and the Bonds will be deemed to be is sued, within the meaning hereof, whenever the definitive Bonds (or any temporary Bonds exchangeab le therefor) have been originally delivered to the purchaser thereof and the proceeds of sale thereof received.

Section 2.02. Terms of Bonds. The Bonds will be in the aggregate principal amount of $[PAR]; will be designated the "Sacramento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities)"; will be dated the date of the original delivery thereof; will be issued in fu lly registered form in the deno mination of $5,000 or any integral

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multiple thereof (not exceeding the principal amount of Bonds maturing at any one time); and will mature on the dates and in the principal amounts and bear interest at the rates per annum set forth in the following schedule:

Maturity Date
(December 1)
Principal
Amount
Interest
Rate

The Bonds will bear interest payable in lawful money of the United States of America at the interest rates per annum (computed on a 360-day year of twelve 30-day calendar months) set forth above, payable on December 1, 2025, and semiannually thereafter on June 1 and December 1 in each year. Each Bond will bear interest from th e Interest Payment Date next preceding the date of authenticati on thereof unless (a) th e date of authentica tion is an Interest Payment Date or is during the period from the da y after the Record Date preceding an Interest Payment Date to the Interest Payment Date, both days inclusive, in which event it will bear interest from the Interest Payment Date; or (b) unless the date of authentication is on or before the Record Date for the first Interest Payment Date on the Bonds, in which event it will bear interest from its date. If, however, at the time of authen tication of any Bond interest is then in default on the Outstanding Bonds, then that Bond will bear inte rest from the Interest Payment Date to which interest has previously b een paid or made availabl e for payment in full of all interest due on the Outstanding Bonds. Payment of the interest on the Bonds due on any Interest Payment Date on or

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before the maturity or prior redemption thereo f will be made only to the Holder whose name appears in the registration books required to be kept by the Tr ustee under Section 2.08 as the registered owner thereof as of the close of busin ess on the Record Date for the Interest Payment Date, whether or not the Record Date is a Business Day, and will be paid by check mailed on the Interest Payment Date by first-class mail to the registered owner at the address as it appears in such registration books, except that, upon the written request of any Holder of $1,000,000 or more in aggregate principal amount of Bonds received by the Trustee before the applicable Record Date (which request will remain in effect until rescinded in writing by the Holder), interest will be paid on each Interest Payment Date by wire transfer of immediately available funds to an account maintained in any state or national bank in the Un ited States of America that is a member of the Federal Reserve System designated in the request by the Holder.

The principal of the Bonds will be payable in lawful money of the United States of America upon the surrender thereof at maturity or on redemption before maturity at the Principal Corporate Trust Office of the Trustee.

Section 2.03. Redemption of Bonds.
(a) The Bonds maturing on or before D ecember 1, [2035] are not subject to optional redemption before maturity. The Bonds maturing on or after De cember 1, [2036], are subject to optional redemption by the Authority before their stated maturity dates as a whole or in part on any date on or after December 1, [2035], from any source of available funds, upon notice as provided herein, at a redempti on price equal to the principal amount of the Bonds or portions thereof called for rede mption, together with accrued interest thereon to the date fixed for redemption, without a redemption premium.
(b) The Bonds are subject to extraordinary redemption in part by the Authority on any date before their stated maturity dates in integral multiples of $5,000 principal amount so that the annual amounts of the interest and principal of the Bonds that are allocable to the payment of the Refunding Base Rental Paym ents (as that term is defined in the Master Project Lease, and in this Section 2.03, the "Base Rent al Payments") and are payable after the redemption date will be as nearly proportional as pract icable to the annual amounts of the interest and principal then payable on all Authority Bonds then Outstanding (as that term is defined in each of the indentures providing for the issuance of the Authority Bonds) that are payable from the Base Rental Payments, from prepaid Base Rental Payments made by the City from eminent-domain proceeds or net insurance proceeds received under the Master Pr oject Lease, under the circumstances and upon the conditions and terms prescribed therein, upon notice as provided herein, at a redemption price equal to the principal amount of the Bonds or portions thereof called for redemption, together with accrued interest thereon to the date fixed for redemption, without a redemption premium. (c) If less than all the Bonds are to be re deemed at the option of the Authority at any one time, the Treasurer shall select the maturity date or dates of the Bonds to be redeemed, and if less than all the Bonds of any one maturity date are to be redeemed by the Authority at any one time, the Trustee shall select the Bonds or portions thereof of the maturity date to be redeemed in integral multiples of $5,000 in any manner that it deems appropriate.

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(d) The Authority shall notify the Trustee in writing at least 30 days (or such shorter period as may be acceptable to the Trustee) before the date the Trustee is required to give notice of redemption of any Bonds, and after sel ection of any Bonds for redemption the Trustee shall promptly notify the Authority in writing of the numbers of the Bonds selected for redemption in part.
(e) The Trustee shall mail a notice of rede mption by first-class mail, not less than 20 nor more than 60 days before the redemption date, to the Holders of all Bonds selected for redemption in whole or in part and electronically to DTC, subject to the following: neither failure to receive any notice nor any immaterial defect c ontained therein will affe ct the sufficiency or validity of the proceedings for redemption; and any notice of redemption may be cancelled and annulled by a Written Request of th e Authority given to the Trustee at least two days before the date fixed for redemption, whereu pon the Trustee shall forthwith give appropriate notice of the cancellation and annulment to all the recipients of the notice of rede mption. The notice of redemption must state the date of the notice, the name of the Bonds to be redeemed, the date of issue of the Bonds to be redeemed, the date fixed for the redemption of the Bonds to be redeemed, the redemption price of the Bonds to be redeeme d, the place of redemption of the Bonds to be redeemed, the CUSIP number of the maturity or ma turities of the Bonds to be redeemed and (if less than all the Bonds of any one maturity date are to be redeemed) the numbers of the Bonds of the maturity date to be redeemed and, in the case of Bonds to be redeemed in part only, the portions of the principal amount thereof to be redeemed. The notice of redemption must also give notice that further interest on the Bonds to be redeemed or the portions thereof to be redeemed will not accrue from and after the date fixed for redemption, and that the Trustee will require that the Bonds to be redeemed be surrendered for payment of the redemption price thereof. If any Bond so chosen for redemption is not to be redeemable in whole, then the notice must also state that the Bond is to be redeemed in part only and that upon presen tation of the Bond for redemption there will be issued in lieu of the unredeemed portion of the principal thereof a new Bond or Bonds of the same maturity date of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered.
(f) With respect to any notice of optio nal redemption of Bonds, unless, upon the giving of notice of redemption, the Bonds to be redeemed have been deemed to have been paid within the meaning of Article VIII, the notice mu st state that the redemption will be conditional upon the receipt by the Trustee on or before the date fixed for redemption of amounts sufficient to pay the principal of, and premium, if any, and inte rest on, the Bonds to be redeemed, and that if those amounts have not been so received the notice will be of no force and effect and the Authority will not be required to redeem the Bonds called for redemption. If any such notice of optional redemption contains such a condition and such am ounts are not so receive d, the redemption will not be made and the Trustee shall within a reasonable time thereafter give notice to the Holders of the Bonds called for redemption to the effect that the amounts were not so received and the redemption was not made, the notice to be given by the Trustee in the manner in which the notice of redemption was given. The failure to redeem Bonds subject to a conditional notice of optional redemption will not constitute an Event of Default.
(g) If a notice of redemption has been duly given and not cancelled as aforesaid and money for the payment of the redemption price of the Bonds or the portions thereof called for redemption is held by the Trustee, then on the date fixed for redemption designated in the notice,

17 4142-5340-2461.6

the Bonds or such portions thereo f will become due and payable, a nd from and after the date so designated interest on the Bonds or the portions thereof so called for redemption will cease to accrue, and the Holders of the Bonds or the portions thereof will have no rights in respect thereof except to receive payment of the redemption price thereof.

Section 2.04. Form of Bonds. The Bonds and the authentication and registration endorsement, the assignment and the DTC endorseme nt to appear thereon, and the statement of insurance to appear on the Bonds must be substantially in the following forms:
[FORM OF BONDS]
No. R- $

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF SACRAMENTO

SACRAMENTO CITY FINANCING AUTHORITY
2025 REFUNDING REVENUE BOND
(MASTER LEASE PROGRAM FACILITIES)

Interest
Rate
Maturity
Date
Dated
as of CUSIP

_______% Decembe r 1,_____ September __, 2025 __________

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: DOLLARS

The Sacramento City Financing Authority, a joint exercise of powers authority duly organized and existing under and pursuant to the laws of the State of California (the "Authority"), for value received hereby promises to pay (but only out of the Trust Estate (as that term is defined in the Indenture hereinafter defined)) to the registered owner specified above or registered assigns on the maturity date specified above (subject to any right of prior redemption hereinafter provided for) the principal amount specified above, together with interest on such principal amount from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated on an interest payment date or on a day during the period from the day after the Record Date (as that term is hereinafter defined) preceding an interest payment date to such interest payment date, both days inclusive, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on a day on or prior to the Record Date (as that term is hereinafter defined) for the firs t interest payment date on the B onds, in which event it shall bear interest from its date) until the principal hereof shall have been paid, at the interest rate per annum specified above (computed on a 36 0-day year of twelve 30-day calendar months), payable on December 1, 2025, and semiannually thereafter on June 1 and December 1 in each year. The interest on and the principal of this Bond are payable in lawful money of the Un ited States of America at the Principal Corporate Trust Office (as that term is defined in the Indenture hereinafter

18 4142-5340-2461.6

defined) of The Bank of New York Mellon Trust Company, N.A. (the "Trustee") in Los Angeles, California. The interest on this Bond due on or before the maturity or prior redemption hereof shall be payable only to the pe rson whose name appears in the registration books required to be kept by the Trustee as the regist ered owner hereof at the clos e of business on the fifteenth (15th) day of the month next preceding each inte rest payment date (each, a "Record Date"), such interest to be paid by check mailed on each inte rest payment date by first class mail to such registered owner at his or her address as it appears in such registration books; provided, that upon the written request of any registered owner of one mil lion dollars ($1,000,000) or more in aggregate principal amount of Bonds received by the Trustee prior to the applicable Record Date (which such request shall remain in effect unti l rescinded in writing by such registered owner), such interest shall be paid on each interest payment date by wire transfer of immediately available funds to an account maintained in any state or national bank in the United States of America that is a member of the Federal Reserve System designate d in such request by such registered owner.

The principal of this Bond shall be payable only to the person whose name appears in such registration books as the registered owner hereof, such principal to be paid only on the surrender of this Bond at the office of the Trustee at maturity or on redemption prior to maturity.

This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of [PAR], designated the "Sacramento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities)" (the "Bonds"), issued by the Authority under the Joint Exercise of Powers Act, constituting Article 1, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code of the State of California, and the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4, Chapte r 5, Division 7, Title 1 (commencing with Section 6584) of the Government Code of the State of California), and all laws amendatory thereof or supplemental thereto (collectiv ely, the "Act"), and under an I ndenture (the "Indenture") dated as of September 1, 2025, by and between the Authorit y and the Trustee, all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, denominations, maturities, interest rates or rede mption provisions of the Bonds). All the Bonds are equally and ratably secured in accordance with the terms and conditions of the Indenture (copies of which are on file at the office of the Authority and at the above-mentioned office of the Trustee), and reference is here by made to the Act and to th e Indenture and to any and all amendments thereof or supplements thereto for a description of the terms on which the Bonds are issued and for the rights of the re gistered owners of the Bonds. All the terms of the Act and the Indenture are hereby incorporated herein and cons titute a contract between the Authority and the registered owner from time to time of this Bond, to all the provisions of which the registered owner of this Bond, by his or her acceptance hereof, agrees and consents, and the registered owner hereof shall have recourse to all the provisions of the Act and the Indenture and shall be bound by all the conditions and terms thereof.

The Bonds are issued to obtain money to carry out the Program (as that term is defined in the Indenture) by acquiring the rights to receive certain payments due under the Program Obligation (as that term is defined in the Indentur e) so that the Authority can assist the City of Sacramento (the "City") to refinance capital improvements in order that the City may achieve its public purposes by reducing the co sts of the Prior Payments (as that term is defined in the Indenture) and by refunding and defeasing the Pr ior Bonds (as that term is defined in the Indenture). The Bonds are limited obligations of the Authority, and are secured by the Trust Estate as provided in the Indenture. The Bonds do not constitute a char ge against the general credit of

19 4142-5340-2461.6

the Authority or the general credit of the City or the other members of the Authority, and under no circumstances shall the Authority be obligated to pay the interest on or the principal of the Bonds except from the Trust Estate as provided in the Indenture, and neither the State of California nor any public agency thereof nor any of the members of the Authority shall be obligated to pay the interest on or the principal of the Bonds, and ne ither the faith and credit nor the taxing power of the Authority, the State of California or any public agency thereof or any of the members of the Authority is pledged to the paymen t of the interest on or the pr incipal of the Bonds, and neither the payment of the interest on or the principal of the Bonds constitutes a debt, liability or obligation of the State of California nor any public agency thereof nor any of the members of the Authority.

The Bonds are subject to redemption as provided in the Indenture.

If an Event of Default (as that term is de fined in the Indenture) shall occur, the principal of all Bonds may be declared due and payable upon th e conditions, in the manner and with the effect provided in the Indenture, except that the Indenture provides that in certain events such declaration and its consequences may be rescinded under the circum stances as provided therein.

The Bonds are issuable in th e form of fully registered Bonds in the denomination of five thousand dollars ($5,000) or any integral multiple thereof, except that no Bond shall have principal maturing on more than one principal maturity date. Th e registered owner of any Bond or Bonds may surrender the same (together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or his or her duly authorized attorney) in exchange for an equal aggregate principal amount of Bonds of the same maturity date of authorized denominations in the manner, subject to the conditions and upon payment of the charges provided in the Indenture.

The registration of this B ond is transferable on the registration books kept by the Trustee by the registered owner hereof or by his or her duly authorized attorney upon surrender of this Bond together with a written instrument of transfer satisfactory to the Tr ustee duly executed by the registered owner or his or her duly authorized attorney, and thereupon a new Bond or Bonds of the same maturity date of authorized deno minations in the same aggregate principal amount will be issued to the transferee in exchange ther efor in the manner, subj ect to the conditions and upon payment of the charges provided in the Indenture. The Authority and the Trustee may deem and treat the person in whose name this Bond is registered as th e absolute owner hereof for the purpose of receiving payment of, or on account of, the interest hereon and the principal hereof and for all other purposes.

The rights and obligations of the Authorit y and of the registered owners of the Bonds may be amended at any time in the manner , to the extent and upo n the terms provided in the Indenture.

This Bond shall not be entitled to any benefits under the Indenture or become valid or obligatory for any purpose until the certifica te of authentication hereon endorsed shall have been signed by the Trustee.

20 4142-5340-2461.6

It is hereby certified that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the amount of this Bond, together with all other obligations of the Authority, does not exceed any limit prescribed by the laws of the State of California and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

IN WITNESS WHEREOF, the Sacramento City Financing Authority has caused this Bond to be executed in its name and on its behalf by the signature of its Treasurer and countersigned by the signature of its Secretary, and has caused this Bond to be dated _________.

SACRAMENTO CITY FINANCING AUTHORITY

By:

Treasure r
Countersigned:

Secretary

[FORM OF CERTIFICATE OF AUTHENTICATION
TO APPEAR ON BONDS]
This is one of the Bonds described in the within-men tioned Indenture which has been authenticated on the date indicated below.

Date:

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee

By:

Authorized Si gnatory

21 4142-5340-2461.6

[FORM OF ASSIGNMENT TO APPEAR ON BONDS]
For value received the undersigned do(es) hereby sell, assign and transfer unto _______________________________________________ the within Bond and do(es) hereby irrevocably constitute a nd appoint ______________________________________ attorney to transfer the same on the bond register of the Tr ustee, with full power of substitution in the premises.

Date:

SIGNATURE GUARANTEED BY:

Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Bond in every particul ar, without alteration or enlargement or any change whatsoever, and the signature(s) must be guaranteed by an eligible guarantor institution.

Social Security Number, Taxpayer Identification Number or other identifying number of Assignee:
[FORM OF DTC ENDORSEMENT TO APPEAR ON BONDS]
Unless this Bond is presented by an author ized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Authority or the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of

DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONG FUL inasmuch as the registered owner hereof Cede & Co., has an interest herein.

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[STATEMENT OF INSURANCE TO APPEAR ON INSURED BONDS]

STATEMENT OF INSURANCE
[TO BE PROVIDED IF APPLICABLE]
Section 2.05. Execution of Bonds. The Bonds w ill be signed on behalf of the Authority by the manual or facsimile signature of the Treasurer and countersigned by the manual or facsimile signature of the Secretary. If any officer of the Au thority who has signed any of the Bonds ceases to be an officer before the Bonds so signed have been delivered to the purchaser by the Trustee, the Bonds may nevertheless be delivered and issued and, upon delivery and issuance, will be as binding upon the Authority as though the officer who signed the same had continued to be an officer until such delivery and issuance. Any Bond may be signed on behalf of the Authority by any person who is the proper officer of the Authority to sign on the actual date of the execution of the Bond even though, on the nominal date of the Bond, that person is not the proper officer of the Authority to sign. Only those Bonds that bear thereon a certificate of authentication executed by the Trustee will be entitled to any benefit, protecti on, or security here under or be valid or obligatory for any purpose, and the certificate of the Trustee will be conclusive evidence that the Bonds so authenticated have b een duly authorized, sold, execu ted, and delivered hereunder and are entitled to the benefits hereof.

Section 2.06. Transfer and Payment of Bonds. Any Bond may, in accordance with its terms, be transferred in the registration bo oks kept by the Trustee under the provisions of Section 2.08 by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of the Bond for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee, except that the Trustee will not be required to register the transfer of any Bond during the period established by the Trustee for the selection of any Bonds for redemption or to register the transfer of any Bond that has been selected for redemption in whole or in part from and after the day of mailing a notice of redemption of the Bond selected for redemption in whole or in part as provided in Section 2.03. Whenever any Bond is surrendered for transfer, the Authority shal l execute and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds of the same aggregate principal amount and maturity date of authorized denominations . All costs of printing the Bonds and any services rendered or expenses incurred by the Trustee in connection with any such transfer will be paid by the Authority, except that the Trustee shall require the payment by the Holder requesting the transfer of any tax or other governmental charge required to be paid with respect to the transfer as a condition precedent to the exercise of the right to request a transfer.

The Authority and the Trustee may deem and treat the registered owner of any Bond as the absolute owner of the Bond for the purpose of receiving payment of the interest thereon and the principal thereof and for all other purposes, whether the Bond is over due or not, and neither the Authority nor the Trustee will be affected by any notice or knowledge to the contrary; and payment of the interest on and the principal of the Bond will be made only to the registered owner thereof, which payments will be valid and effect ual to satisfy and discharge liability on the Bond to the extent of the sum or sums so paid.

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Section 2.07. Exchange of Bonds. Any Bond may be exchanged at the Principal Corporate Trust Office of the Trustee for a new Bond or Bonds of the same aggregate principal amount and maturity date of authorized denominations, except that the Trustee will not be required to exchange any Bond during the period established by the Trustee for the selection of any Bonds for redemption or to exchange any Bond that has been selected for redemption in whole or in part from and after the day of mailing a notice of redemption of the B ond selected for redemption in whole or in part as provided in Section 2.03. All costs of printing the Bonds and any services rendered or expenses incurred by the Trustee in connection with any such exchange will be paid by the Authority, except that the Trustee shall re quire the payment by the Holder requesting the exchange of any tax or other governmental charge required to be paid with respect to the exchange as a condition precedent to the exercise of the right to request an exchange.

As a condition to the Trust ee exchanging any Bond, the Hold er of the Bond requesting such exchange shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reportin g obligations, including without limitation any cost basis reporti ng obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.08. Bond Registration Books. The Trust ee shall keep at its Principal Corporate Trust Office sufficient books for the regi stration, transfer, and exchange of the Bonds, which books must at all times during normal business hours be open to inspection by the Authority, and upon presentation for that purpose the Trustee sh all, under such reasonable regulations as it may prescribe, register, transfer, or exchange the Bonds in the books as hereinabove provided.

Section 2.09. Mutilated, Destroyed, Stolen, or Lost Bonds. If any Bond becomes mutilated in respect of the body of the Bond or is believed by the Trustee to have been destroyed, stolen, or lost, then, upon proof of ownership satisfactory to the Trustee and upon the surrender of the mutilated Bond at the Principa l Corporate Trust Office of the Trustee, or upon the receipt of evidence satisfactory to the Trustee of the destruction, theft, or loss and upon receipt of indemnity satisfactory to the Trustee, an d also upon payment of all expens es incurred by the Authority and the Trustee in performing under th is section, the Authority shall execute and the Trustee shall authenticate and deliver at its Principal Corporate Trust Office a new Bond or Bonds of the same aggregate principal amount and maturity date of authorized denominati ons and bearing such numbers and notations as the Tr ustee may determine in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for the Bond so destroyed, stolen, or lost.

If any such destroyed, stolen, or lost Bond has matured or is called for redemption, payment of the amount due thereo n may be made by the Trustee upon receipt of like proof, indemnity, and payment of expenses.

Any replacement Bonds issued under this section will be entitled to equal and proportionate benefits with all other Bonds issu ed hereunder, and the Au thority and the Trustee will not be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds that may be issued hereunder or for

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the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and the replacement Bond will be treated as one and the same.

Section 2.10. Temporary Bonds. Any Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery, which temporary Bonds must be typewritten, must be of such denominations as may be determined by the Authority, must be issued in fully registered form, must contain such refe rence to any of the provi sions hereof as may be appropriate, and must 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 shall execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered in exchange therefor at the Principa l Corporate Trust Office of the Trustee, and the Trustee shall deliver in exchange for the temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations of the same maturity date and, and until so exchanged, the temporary Bonds will be entitled to the same benefits as definitive Bonds issued hereunder.

Section 2.11. Use of Depository Bonds.
(a) DTC is hereby appointed depository of the Authority for the Bonds, and the Bonds are to be initially register ed in the name of "Cede & Co.," as nominee of DTC, and to be initially issued as one Bond for each of the maturities in the principal amounts set forth in Section 2.02, and registered ownership of the Bonds, or any portion thereof, may not thereafter be transferred except as follows:
(1) to any successor of Cede & Co., as nominee of DTC, or its nominee, or to any substitute depository designa ted under Section 2.11(a)(2) (a "substitute depository"); any successor of Cede & Co., as nominee of DTC or substitute depository, must be qualified under any applicable laws to provide the services proposed to be provided by it;
(2) to any substitute depository not objected to by the Trustee, upon (A) the resignation of DTC or its successor (o r any substitute depository or its successor) from its functions as depository, or (B) a de termination by the Authority to substitute another depository for DTC (or its successo r) because DTC or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; any such substitute depository must be qualified under any applicable laws to provide the services proposed to be provided by it; or
(3) to any person as provided below, upon (A) the resignation of DTC or its successor (or substitute depository or its successor) from its functions as depository, or (B) a determination by the Authority to remove DTC or its successor (or any substitute depository or its successor) from its functions as depository. (b) In the case of any tran sfer under Section 2.11(a )(1) or 2.11(a)(2), upon receipt of all Bonds by the Trustee, together with a Written Request of the Authority to the Trustee, a new Bond for each maturity of the Bonds will be executed by th e Authority and authenticated and delivered by the Trustee in the aggregate principal amount of the Bonds, registered in the name

25 4142-5340-2461.6

of the successor or substitute depository, or their nominees, as the case may be, all as specified in such Written Request of the Authority. In the case of any transfer under Section 2.11(a)(3), upon receipt of all Bonds by the Trustee, together with a Written Request of the Authority to the Trustee, a new Bond or Bonds for each maturity of th e Bonds will be executed by the Authority and authenticated and delivered by the Trustee in the denominations requested in, and will be registered in the names of such persons as are requested i n, the Written Request of the Authority, subject to the limitations of Sec tion 2.02, and thereafter th e Bonds will be transferred under Section 2.06, except that the Trustee will not be required to deliver the new Bonds on any date before the 60th day after receipt of the Written Request of the Authority. (c) So long as any Bonds are registered in the name of Cede & Co. or its registered assigns, the Authority and the Trustee may treat the person in whose name any Bond is registered as the owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary recei ved by the Authority or the Trustee; and the Authority and the Trustee will have no responsibility for the accuracy of any records maintained by DTC or DTC participants, transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Bonds, or any consent given or action taken by DTC as Holder of the Bonds, and neither the Authority no r the Trustee will have any re sponsibility or obligation, legal or otherwise, to the beneficial owners or to any other party, including DTC or its successor (or substitute depository or its successor), except to DTC or its successor (or substitute depository or its successor) as a Holder of the Bonds.
(d) So long as any Bonds are registered in the name of Cede & Co. or its registered assigns, the Authority and the Trustee shall cooperate with Cede & Co., as sole Holder, or its registered assigns, in effecting payment of the interest on and the principal of the Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due.

In connection with any proposed transfer outside the Book-Entry Only system, the Authority, the City or DTC shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045.

The Trustee may rely on the info rmation provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.12. Procedure for the Issuance of Bonds. At any time after the sale of the Bonds, the Authority shall prepare the Bonds and shall execute the Bonds for original issuance hereunder and shall deliver them to the Trustee, and thereupon the Bonds will be authenticated and delivered by the Trustee to th e underwriter thereof upon receipt of a Wri tten Request of the Authority, payment of the purchase price thereof from the underwrite r [(net of the cost of the premium for the Bond Insurance Policy, which w ill be paid by the underwriter of the Bonds directly to the Bond Insurer)], payment of th e sum of $[_________] from th e City (comprised of $[_________] held by the City with respect to accrued debt service on the Prior Bonds and transfer by the Trustee (as trustee for the Prior Bonds) of the sum of $[______] (comprised of $[________] released from the debt service accounts held by the Trustee as trustee for the Prior Bonds). Upon receipt of payment of the net purchase price of the Bonds from the underwriter and the other sums set forth above, the Trustee shall set aside and deposit in or transfer those amounts for deposit in

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the following funds (or in a temporary account in its books used to facilitate the deposit or transfer) in the following order:

First, the Trustee shall deposit in the Escrow Fund an amount equal to $[________] (comprised of $[______] of the net purchase pr ice received from the sa le of the Bonds, the $[_______] transferred by the City to the Trust ee as set forth above, and the $[_______] held by the Trustee as trustee fo r the Prior Bonds as set forth above) wh ich amount is to be allocated to and deposited in the Escrow Fund as provided in the Escrow Agreement.

Second, the Trustee shall deposit in the Co sts of Issuance Fund the remaining net purchase price received from the sale of the Bonds, being the sum of $[_______], which will be applied by the Trustee in accordance with the terms of Section 2.13.

Section 2.13. Costs of Issuance Fund. There is hereby established a fund to be maintained by the Trustee to be known as th e "Sacramento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities) Costs of Issuance Fund," into which fund will be deposited the amount required to be deposited therein by the provisions of Section 2.12(a).

The Trustee shall withdraw and use the moneys in the Costs of Issuance Fund from time to time to pay Costs of I ssuance upon submission to the Trustee of a Written Request of the City substantially in the form attached hereto as Exhibit B, which shall include payee and payment instructions. Upon receipt of each Written Request of the City, the Trustee shall pay the amount set forth in the Written Request of the City as di rected by its terms. Each Written Request of the City will be sufficient evidence to the Trustee of the facts stated therein, and the Trustee will have no duty to confirm the accuracy of those facts.

Upon Written Request of the City specifying the date of closure of the Costs of Issuance Fund, the Trustee (1) shall transfer any amounts remaining in the Costs of Issuance Fund to the Revenue Fund and (2) close the Costs of Issuance Fund.

ARTICLE III

TRUST ESTATE; FUNDS AND ACCOUNTS
Section 3.01. Pledge of Trust Estate. To secure the payment of principal and redemption price of and interest on the Bonds in accordance with their terms and the provisions of this Indenture and all its othe r obligations, agreements and c ovenants hereunder, the Authority hereby pledges to the Trustee, and grants to the Trustee a security interest in and lien on, all of its right, title, and interest, whethe r now owned or hereafter acquired, in, to, and under (i) all of the Revenues, (ii) each fund and e ach account established under this Indenture (except the Rebate Fund) and all moneys, instruments, securities, investment property and other property (including proceeds of the sale of the Bonds ) on deposit in or credited to a ny such fund or account (except the Rebate Fund), (iii) the Progr am Obligation (excluding its ri ght to receive 2025 Additional Rental Payments and its rights to receive no tices) and (iv) all proc eeds of the foregoing (collectively, the “Trust Estate”), subject to the following: the assignment of the rights to receive the Program Obligation Payments due under the Program Obligation to the Trustee in Section 3.02

27 4142-5340-2461.6

is solely in its capacity as Trustee hereunder, and the duties, powers, and liabilities of the Trustee in acting hereunder are subject to the provisions hereof, and the Trustee will have no responsibility for the representations, covenants, or warrantie s of the Authority contained in the Program Obligation. This pledge, lien and security interest co nstitutes a first priority pledge, lien and security interest on the Trust Estate which shal l immediately attach to the Trust Estate and is effective, binding and enforceable against the Au thority, its successors, and all others asserting rights therein from and after delivery by the Trustee of the Bonds, without the need for any physical delivery, recordation, filing or further act.

Section 3.02. Receipt and Deposit of Revenues in the Revenue Fund. In order to carry out and effectuate the pledge, lien and security interest set forth in Section 3.01, the Authority agrees and covenants that all Revenues when a nd as received by the Authority will be forthwith transferred by the Authority to the Trustee for deposit in the "Sacramento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facilities) Revenue Fund," which fund is hereby created and which fund the Authority hereby agrees and covenants to maintain with the Trustee so long as any Bonds are Outstanding hereunder. All money in the Revenue Fund will be accounted for through and held in trust in the Revenue Fund by the Trustee, and the Authority will have no beneficial right or inte rest in any money in the Revenue Fund. All Revenues may be allocated, applied, and disbursed solely to the purposes and uses hereinafter in this article set forth, and must be accounted for separately and apar t from all other accounts, funds, money, or other resources of the Authority.

Section 3.03. Establishment and Maintenance of Accounts for Us e of Money in Revenue Fund.
(a) All money in the Revenue Fund will be set aside by the Trustee in the following special accounts within the Revenue Fund (each of which is hereby created and each of which the Trustee hereby covenants and agrees to cause to be maintained) in the following order of priority:

First, to the Interest Account.

Second, to the Redemption Account.

All money in each of these accounts will be held in trust by the Trustee and may be applied, used, and withdrawn only for the purposes hereinafter authorized in this section. (b) Interest Account. On or before June 1 and December 1 of each year, commencing on December 1, 2025, the Trustee shall set aside from the Revenue Fund and deposit in the Interest Account an am ount of money equal to the amount of interest becoming due and payable on all Outstanding Bonds on such June 1 or December 1, as the case may be, except that no deposit need be made into the Interest Account if the amount contained therein is at least equal to the amount of interest becoming due and paya ble on all Outstanding Bonds on such June 1 or December 1.

All money in the Interest Account may be used and withdrawn by the Trustee solely for the purpose of paying the in terest on the Bonds as it become s due and payable (including the payment of accrued interest on any Bonds purchased or redeemed before maturity).

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(c) Redemption Account. On or before De cember 1 of each year, the Trustee shall set aside from the Revenue Fund and deposit in the Principal Subaccount in the Redemption Account (which subaccount is hereby created and which the Trustee hereby covenants and agrees to cause to be maintained so long as any Bonds are Outstanding) an amount of money equal to the principal amount of all Outstanding Bonds matu ring on such December 1 but no deposit need be made in the Redemption Account if the amount contained in the Pr incipal Subaccount therein is at least equal to the principal amount of all Outstanding Bonds maturing by their terms on such December 1.

All money in the Principal Subaccount in the Redemption Account may be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds as they become due and payable, whether at maturity or on prior redemption.

Section 3.04. Rebate Fund. There is hereby established a fund to be maintained by the Trustee to be known as the "Sacramento City Financing Authority 2025 Refunding Revenue Bonds (Master Lease Program Facili ties) Rebate Fund." The Truste e shall deposit in the Rebate Fund from funds provided by the Authority an amount equal to the Re bate Requirement in accordance with the Tax Certificate, but only as di rected by the Authority in appropriate Written Requests of the Authority filed with the Trustee, and the Trustee shall apply all money held in the Rebate Fund as provided in Section 4.03 and in th e Tax Certificate, but only as directed by the Authority in appropriate Written Requests of the Au thority filed with the Trustee. Subject to the provisions of Section 4.03, the Holder s will have no rights in or clai ms to all moneys held in the Rebate Fund.

In accordance with the Tax Certificate, th e Trustee shall remit part or all of the balance held in the Rebate Fund to the United States of America, but only as directed by the Authority in appropriate Written Requests of the Authority filed w ith the Trustee; in addition, if the Tax Certificate so requires, the Trustee shall deposit money into or transfer money out of the Rebate Fund from or into the accounts or funds as therein provided, but only as directed by the Authority in appropriate Written Requests of the Authority filed with the Trustee.

ARTICLE IV

COVENANTS OF THE AUTHORITY
Section 4.01. Punctual Payment and Performance. The Authority shall punctually pay the interest on and the principal of all Bonds issued hereunder as and when they become due in strict conformity with the terms of the Act, of this Indenture, and of the Bonds, and shall faithfully observe and perform all the agreements , conditions, covenants, and terms contained in this Indenture, in all Supplemental Indentures , and in the Bonds required to be observed and performed by it.

Section 4.02. Indebtedness and Encumbrances. The Authority shall not issue any evidences of indebtedness payable from the Trust Estate except as provided in this Indenture and shall not create, or permit the creation of, any pledge, lien, or other encumbrance upon the Trust Estate other than as provided in this Indentur e, except that the Authority may at any time issue additional Authority Bonds payable from the Base Rental Payments unde r the Master Project

29 4142-5340-2461.6

Lease and may create additional pledges, liens, or other encumbrances upon the Base Rental Payments under the Master Project Lease if the provisions set forth in Section 2.06 of the Master Project Lease are first satisfied.

Section 4.03. Tax Covenants. The Authority shall at all times do and perform all acts and things permitted by law and by this Indentur e that are necessary to assure that interest paid on the Bonds (or any of them) will be excl uded from gross income for federal income-tax purposes and will take no action that would result in the inte rest not being ex cluded from gross income for federal income-tax purposes. Without limiting the generality of the foregoing, the Authority shall comply with the provisions of th e Tax Certificate. This covenant will survive payment in full or defeasance of the Bonds.

Section 4.04. Payment of Claims. The Authority shall pay and discharge any and all lawful claims that, if unpaid , might become payable from or become a lien on or security interest in the Trust Estate or any part thereof, or that might impair the security of the Bonds.

Section 4.05. Accounting Records and Reports.
(a) The Authority shall keep or cause to be kept proper books of record and accounts in which complete and correct entries will be made of all trans actions relating to the receipts, disbursements, allocation, and application of the Trust Es tate, and those books must be available for inspection by the Trustee at reasonable hours and under reasonable conditions. The Authority shall also keep or cause to be kept such other inform ation as required under the Tax Certificate, and the Trustee will have no duty to review or examine such statements. (b) The Authority acknowledges th at it is required to comply with California Government Code Section 6599.1 as it may be ame nded from time to time. The failure of the Authority to comply with Section 6599.1 as it ma y be amended from time to time will not be an Event of Default hereunder.

Section 4.06. Protection of Security and Rights of Holders. The Authority shall preserve and protect the security of the Bonds and the rights of the Holders and shall warrant and defend their rights against all claims and demands of all persons.

Section 4.07. Prosecution and Defense of Suits . The Authority shall defend against every suit, action, or proceeding at any time brought against the Trustee upon any claim to the extent arising out of the receipt, application, or disbursement of the Trust Estate or to the extent involving the failure of the Authority to fulfill its obligations hereunder, except that the Trustee or any affected Holder at its election may appear in and defend any such suit, action, or proceeding.

The Authority shall indemnify and hold harmless the Trustee against any and all liability claimed or asserted by any person to the extent arising ou t of any such failure by the Authority and shall indemnify and hold harmless the Trustee against any attorney's fees or other expenses it may incur in connection with any litigation to which it may become a party by reason of its actions under this Indenture, except for any loss, cost, damage, or expense resulting from the active or passive negligence or willful misconduct of the Trustee.

Section 4.08. Collection, Enforcement and Amendment of the Program Obligation; Enforcement of the Ma ster Site Lease. The Author ity shall collect all amounts due

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and payable under the Program Obligation and enforce its rights thereto. The Program Obligation may only be amended without the consent of or prior notice to the Holders or the written approval of the Trustee for the purposes set forth in the Program Obligation, and neither the Authority nor the Trustee may consent to any other amendmen t, change, or modifi cation of the Program Obligation without the mailing of a notice thereof and receipt of the written approval or consent of the Holders of not less than a majority in ag gregate principal amount of the Bonds at the time Outstanding given and procured as provided in this section. No such amendment may (a) extend the payment date of any Program Obligation Payments or reduce the interest or principal payments due under the Program Obligation without the prior written consent of the Holder of each Bond so affected; and no such amendment may reduce the percentage of Bonds the consent of the Holders of which is required for the execu tion of any amendment to the Program Obligation. Nothing in this Section 4.08 prevents the Trustee, with the prior consent of the Au thority, from settling a default under the Program Obligation on such terms as the Trustee may determine to be in the best interests of the Holders. If at any time the Authority requests the consent of the Trustee to a proposed amendment, change, or modification of the Program Obligation, the Trustee shall, upon being satisfactorily indemnifie d with respect to expenses, cause notice of such proposed amendment, change, or modification to be mailed in the same manner as provided by Section 10.09. The notice must br iefly set forth the nature of the proposed amendment, change, or modification and must state that copies of the instrument embodying the same are on file at the Principal Corporate Trust Office of the Trustee for inspection by the Holders. The Authority agrees to enforce its rights under the Master Site Lease.

Section 4.09. Maintenance of Existence. The Authority shall, so long as any Bonds are Outstanding hereunder, maintain its existence, powers, and authority as a joint-exercise- of-powers authority under the Act.

Section 4.10. Continuing Disclosure. The Authority shall cause the City to comply with and carry out all of the provisions of the Continui ng Disclosure Certificate, as originally executed and as they may be amended from time to time in accordance with the terms thereof. The failure of the City to comply with the Continuing Disclosure Certificate will not be considered an Event of Default hereunder or a breach by the Trustee of any of its duties or obligations hereunder. The Trust ee may and, at the request of the Authority or the Holders of at least 25% in aggregate principal amount of Outstanding Bonds (but only to the extent indemnified to its satisfaction from liability or expense, includi ng fees and expenses of it s attorneys) shall, or any Holder may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section.

Section 4.11. Further Assurances. The Authority shall adopt, deliver, execute, make, and file any and all further assurances, instruments, and resolutions that may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Holders of the rights and benefi ts provided herein, including without limitation the f iling of all financing statements , agreements, instruments, or other documents in the forms and in the locations necessary to perfect and protect, and to continue the perfection of, the pledge, lien and security interest set forth in Section 3.01 to the fullest extent possible under applicable law of the State.

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ARTICLE V

THE TRUSTEE
Section 5.01. The Trustee. The Bank of New York Mellon Trust Company, N.A., at its Principal Corporate Trust Office, is hereby appointed Trus tee hereunder. The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunde r either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. The Auth ority shall at all times maintain a Trustee having a corporate trust office in Los Angeles or in San Francisco, California.

The Authority may at any time, upon 30 days notice, unless there exists any Event of Default, remove the original Trustee appointed hereunder and any successor Trustee thereto and appoint a successor Trustee thereto by an instrument in writing. A successor Trustee must be a national banking association or state bank; must have a corporate trust office in either Los Angeles or San Francisco, California; must have (or, for an institution that is affiliated with a bank holding company, the holding company must have) a combined capital (exclusive of borrowed capital) and surplus of at least $100,000,000; and must be subject to supervision or examination by national or state authority. If such a national banking association or state bank publishes a report of condition at least annually, under law or to the requirements of any supervising or examining authority above referred to, then, for the purpose of this section, the combined capit al and surplus of the bank or trust company or national banking association (or, fo r an institution that is affiliated with a bank holding company, the holding company) will be deemed to be its combined capital and surplus as set forth in its most recent re port of condition so published. Th e Trustee may at any time resign by giving prior written notice of resignation to the Authority and by mailing notice of such resignation to the Holders. Upon receiving a noti ce of resignation, the Au thority shall promptly appoint a successor Trustee by an instrument in writing, subject to the following: notwithstanding any other provision in this Indent ure, no removal, resignation, or termination of the Trustee and appointment of a successor Trustee will become effective until the acceptance of appointment by the successor Trustee. If, within 30 days after notice of the removal or resignation of the Trustee no successor Trustee has been appointed and ha s accepted the appointment, the removed or resigning Trustee may petition any federal or state court for the appointment of a successor Trustee, at the expense of the Authority, which court may thereupon, after su ch notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Trustee having the qualifications required by this section.

The Trustee is hereby authorized to pay or redeem the Bonds when duly presented for payment at maturity or on redemption before maturity. The Trustee shall cancel all Bonds upon payment thereof or upon the su rrender thereof by the Authority, shall destroy such Bonds, and shall deliver to the Authority a certificate of such destruction upon reque st of the Authority.

The Trustee shall keep accurate records of all Bonds paid and discharged and cancelled by it.

The Trustee shall, before an Event of Default, and after the curing of all Events of Default that may have occurred, perform such duties and obligations (a nd only such duties and obligations) as are specifically set forth herein, and no implied duties or obligations of the Trustee should be read into this Indenture. The Trustee shall, during the existence of any Event of Default

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(that has not been cured), exercise the rights and powers vested in it hereby and use the same degree of care and skill in their exercise as a corporate trustee would exercise or use under the circumstances.

Section 5.02. Liability of Trustee. The reci tals of facts, agreements, and covenants contained herein and in the Bonds will in all cases be taken as recitals of facts, agreements, and covenants of the Authority. The Trustee has no responsibility or liability for the correctness of the same and does not make any representation whatsoever as to the sufficiency or validity of this Indenture or of the Bonds, and the Trustee will not incur any responsibility or any liability in respect thereof other than in connection with the express duties and obligations assigned to or imposed upon it herein or in the Bonds. The Trustee will not be liable in connection with the performance of its express duties and obligations hereunder except for its own negligence or willful misconduct and will not be liable for any error of judgment made in good faith by a responsible officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

The Trustee will not be bound to recognize any person as the Holder of a Bond unless and until that person's title as Holder has been established to the satisfaction of the Trustee, if disputed.

The Trustee will not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directi on of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method, and place of conducting any proceeding for any remedy av ailable to the Trustee, or with respect to exercising any trust or power conferred upon the Tr ustee hereunder. Counsel to the Trustee will at no time, for any purpose whatsoever, be deemed counsel to the Holders, and all communications between the Trustee and its counsel will be deemed confidential and privileged.

The Trustee will be under no obligation to exercise any of the rights or powers vested in it hereby at th e request, order, or direction of an y of the Holders und er the provisions hereof unless the Holders have offered to the Tr ustee security or indemn ity satisfactory to the Trustee against the costs, expens es, and liabilities that may be incurred therein or thereby. The Trustee has no obligation or liability to the Hold ers for the payment of the interest on or the principal of the Bonds from its own funds; the Trustee's obligations will be limited to the performance of its express duties and obligations hereunder.

The Trustee will not be responsible for the validity or effectiveness or value of any collateral or security securing th e Program Obligation. The Trust ee will not be responsible or liable for the recording or filing or for the moni toring of any document relating to the Program Obligation or of financing stat ements (or continuation statemen ts in connection therewith) or mortgage or of any supplemental instruments or documents of further assurance as may be required by law in order to perfect the security interests or lien on or in any collateral or security securing the Program Obligation. The Trustee will not be deemed to have made representations of any sort as to the security afforded thereby or as to the validity or sufficiency of any document, collateral, or security.

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The Trustee will not be deemed to have knowledge of any Event of Default hereunder unless and until an officer at the Trustee's Principal Corporate Trust Office responsible for the administration of the Trustee's duties and obligations hereunder has actual knowledge thereof or the Trustee has received written notice thereof at its Principal Corporate Trust Office.

The Trustee will not be bound to ascertain or inqu ire as to the performance or observance of any of the agreements, conditions, covena nts, or terms contained herein or as to the existence of an Event of Default hereunder.

The Trustee is entitled to advice of counsel and other professionals concerning all matters of trust and its duties a nd obligations hereunder, but the Tr ustee is not to be answerable for the professional misconduct or malpractice of any attorney-at-law or certified public accountant in connection with the re ndering of his or her profession al advice in accordance with the terms hereof if the attorney-at-law or certi fied public accountant was selected by the Trustee in good faith.

The Trustee will not be required to monitor or be concerned with or accountable to anyone for the subsequent use or application of any money withdrawn and transferred to the Authority in accordance with the provisions hereof.

Whether or not herein or th erein expressly so provided, every provision hereof or in any related documents relating to the conduct or affecting the liability of or affording protection to the Trustee will be subject to the provisions of this Article V.

The Trustee may conclusively rely and shall be protected in acting upon any bond, certificate (including any Certific ate of the Authority), consent, notice, opinion, order, report, request (including any Written Request of the Authority), requisition, resolution, electronic mail, or other document or paper believe d by it to be genuine and to ha ve been signed or presented by the proper party or parties and shall not be required to make any investigation in connection therewith. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of counsel will be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in accordance therewith.

Whenever in the administration of its rights and obligations hereunder the Trustee deems it necessary or desirable that a matter be established or proved befo re taking or suffering any action hereunder, that matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of th e Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority, which certificate will be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu thereof accept other evidence of any matter or may require any additional evidence as it may deem reasonable. But in no event will the Trustee be deemed to have expanded the scope of its duties and obligations hereunder.

No provision hereof require s the Trustee to expend or risk its own funds or otherwise incur any financial liability in the pe rformance or exercise of any of its duties or obligations hereunder, or in the exercise of its rights or powers. The Trustee may refuse to perform any duty or exercise any right or power which would require it to expend its own funds or risk any

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liability if it shall reasonably believe that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. The Tr ustee will be entitled to interest on all amounts advanced by it hereunder at its prime rate plus 2%, but not to exceed the maximum interest rate permitted under the laws of the State.

The Trustee will have no responsibility or liability with respect to any information, statement, or recital in any official statement or offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds.

The Trustee will have no duty to take any action hereunder in connection with any interest which the Trustee may ha ve in any real estate unless the Trustee is indemnified to the Trustee's satisfaction for the payment and reimbursement of all fees, costs, and expenses to which it might be put and to protect it against all liability that may arise from the action, including, without limitation, any liability for environmenta l contamination or clean-up arising from the Trustee's ownership, operation, or use of the real estate.

All immunities, indemnifications, and releas es from liability granted herein to the Trustee extend to the directors, employees, officers, and agents thereof.

The Trustee will not be considered in br each of or in defau lt in its obligations hereunder or progress in respect th ereto in the event of enforced delay ("unavoidable delay") in the performance of its obligations due to unforeseeable causes beyond its control and without its fault or negligence, including but not limited to acts of God, of the public enemy or terrorists, of a government, or of the Authority; fi res, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, or riot; inability to procure or general sabotage or rationing of labor, e quipment, facilities, sources of ener gy, material, or supp lies in the open market; litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the Program Obligati on; malicious mischi ef, condemnation, or unusually severe weather or delays of suppliers or subcontractors due to such causes; or any similar event or occurrence beyond the control of the Trustee.

Any company into which the Trustee may be merged or converted or with which it may be consolidated; and any company resultin g from any merger, conversion, or consolidation to which it is a party; and any co mpany to which the Trustee sells or transfers all or substantially all of its corporate trust business, so long as the company meets the re quirements set forth in Section 5.01, will be the successor to the Trustee and will be vested with all of the title to the trust estate and all of the trusts, powers, discretions, immunities, privileges, and all other matters as was its predecessor, without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions ("Instruc tions") given pursuant to this Indenture and related financing documents and delivered using Electronic Means ("Electronic Means" shall mean the following communications methods: e-mail, secure elect ronic transmission c ontaining applicable authorization codes, passwords and/or authentication keys issu ed by the Trustee, or another method or system specified by the Trustee as ava ilable for use in connec tion with its services hereunder); provided, however, that the Authority shall provide to the Tr ustee an incumbency

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certificate listing officers with the authority to pr ovide such Instructions ("Authorized Officers") and containing specimen signatures of such Aut horized Officers, which incumbency certificate shall be amended by the Authority whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's understanding of such Instructions shall be deemed controlling. The Authority u nderstands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.

The Authority shall be responsible for ensuring that only Authorized Offi cers transmit such Instructions to the Trustee and that the Authority and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trust ee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Inst ructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there ma y be more secure methods of transmitting Instructions than th e method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon l earning of any compromise or unauthorized use of the security procedures.

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

Section 5.03. Compensation and Indemnification of Trustee. In addition to any written fee agreements between the Authority and the Trustee, the Authority covenants to pay to the Trustee from time to time, and the Trustee will be entitled to, reasonable compensation for all services rendered by it in the exercise and pe rformance of any of its duties and obligations hereunder, and the Authority shall pay or reimburse the Trustee upon its request for all expenses, disbursements, and advances incurr ed or made by the Trustee or its affiliates or its directors, employees, and agents in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) other than any expense, disbursement, or advance that arises from the negligence or willful misconduct of the Trustee. The Authority, to the extent permitted by law, shall indemnify, defend, and hold harmless the Trustee and its agents against any loss, damages, liability, claim or expense (including legal fees and expenses) incurred without negligence or willful misconduct on the part of the Trustee arising out of or in connection with (a) the acceptance or administration of the trusts created hereby or the exercise or performance of any of its express duties or obligations hereunder; or (b) any untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading in a ny official statement or other

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offering circular utilized in c onnection with the sale of any of the Bonds, including costs and expenses (including attorneys' fees) of defending itself against any claim or liability in connection with the exercise or performanc e of any of its duties and obliga tions hereunder, whether or not litigated. The rights of the Tr ustee and the obligations of the Authority under this section will survive the discharge of the Bonds and hereof and the resignation or removal of the Trustee.

In acting or omitting to act pur suant to the Indenture or an y other documents executed in connection herewith, the Trustee shall be entitled to all of the rights, immunities and indemnities accorded to it under this Indenture.

When the Trustee incurs expens es or renders services after the occurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federa l or state bankruptcy, insolv ency, arrangement, moratorium, reorganization or other debtor relief law.

Upon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment on a ccount of principal of an d premium, if any, and interest on any Bond, upon the Trust Estate for the foregoing fees, charges and expenses incurred by it.

ARTICLE VI

AMENDMENT OF OR SUPPLEMENT TO THE INDENTURE
Section 6.01. Procedure for Amendment of or Supplement to the Indenture. (a) Amendment or Supplement with Consen t of Holders. The Indenture and the rights and obligations of the Authority and of the Holders may be amended or supplemented at any time by the execution a nd delivery of a Supplemental Inde nture by the Authority and the Trustee, which Supplemental Inde nture will become binding when the written consents of the Holders of at least a majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 6.02, have been filed with the Trustee, subject to the following:
(1) before executing any Supplemental Indenture, the Trustee must first be provided at the Authority's expense with an Opinion of Counsel that the Supplemental Indenture complies with the provisions hereof, on which opini on the Trustee may conclusively rely; and
(2) no amendment or supplement may (A ) extend the maturity of or reduce the interest rate on or otherwise alter or impair the obligation of the Authority to pay the interest on or the principal of any Bond at the time and place and at the rate and in the currency and from the funds provided herein without the express written consent of the Holder of the Bond, (B) permit the issuance by the Authority of any obligations payable from the Trust Estate other than the Bonds as provided herein or adversely affect the ability of the Authority to collect the Revenues or any other portion of the Trust Estate, (C) reduce the percentage of Bonds required for the written consent to any amendment or supplement,

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or (D) modify any rights or obligations of the Tr ustee without its prior written assent thereto.
(b) Amendment or Supplement Without Consent of Holders. The Indenture and the rights and obligations of the Authorit y and of the Holders ma y also be amended or supplemented at any time by the execution and delivery of a Supplemental Indenture by the Authority and the Trustee, which Supplemen tal Indenture will become binding upon execution without the prior written consent of any Holders, but only to the extent permitted by law and only after receiving an approving Opin ion of Counsel that the Supplem ental Indenture complies with the provisions hereof and only for any one or more of the following purposes:
(1) to add to the agreements and co venants required herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority that will not (in the opinion of the Authority) adversely affect the interests of the Holders, or to surrender any right or power reserved herein to or conferred herein upon the Authority that will not (in the opinion of the Authority) adversely affect the interests of the Holders.
(2) to make such provisions for the purpose of curing any ambiguity or of curing, correcting, or supplementing any de fective provision contai ned herein or in regard to questions arising hereunder that the Authority may deem desirable or necessary and not inconsistent herewith and that will not (in the opinion of the Authority) adversely affect the interests of the Holders.
(3) to add to the agreements and covenants contained herein such other agreements and covenants as may be necessa ry to qualify the Indenture under the Trust Indenture Act of 1939.
(4) to make such additions, deletions , or modifications as may be necessary or appropriate to ensure compliance with Section 148(f) of the Code relating to the required rebate of excess investment earnings to the United States of America, or otherwise as may be necessary to ensure the exclusion from gross income for purposes of federal income taxation of the interest on the Bonds or the exemption of interest from State personal income taxes.
(5) to make such additions, deletions , or modifications as may be necessary or appropriate to maintain any then-current rating by any of the Rating Agencies on the Bonds.
(6) to add to the rights of the Trustee.
(7) to make any other additions, deletions or modifications that are not materially adverse to the Holders of the Bonds.

In connection with the proceedings fo r the execution of any Supplemental Indenture, the Authority shall provide each of the Rating Agencies with a notice of the amendment together with a copy of the proposed Supplemental Indenture at least 15 days before the execution and delivery thereof.

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Section 6.02. Disqualified Bonds. Any Bonds ow ned or held for the account of the Authority will not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds provided for in this Article VI or in Article VII and will not be entitled to consent to or take any other action pr ovided for in this Article VI or in Article VII.

Upon request of the Trustee, the Authority shall sp ecify in a Certificate of the Authority to the Trustee those Bonds disqualified pursuant to this Section and th e Trustee may conc lusively rely on such Certificate.

Section 6.03. Endorsement or Replacement of Bonds After Amendment or Supplement. After the e ffective date of any actio n taken as hereinabove provided, the Authority may determine that the Bonds may bear a notati on by endorsement in form approved by it as to that action, and in that case, upon demand of the Holder of any Bond Outstanding on the effective date and presentation of his or her Bond for that purpose at the Principal Corporate Trust Office of the Trustee, a suitable notation as to such action will be made on the Bond. If the Authority so determines, new Bonds so modified as, in the opinion of the Authority, will be necessary to conform to the action will be prepared and executed, and in that case, upon demand of the Holder of any Bond Outstanding on the effective da te, the new Bonds will, upon surrender of the Outstanding Bonds, be exchanged at the Principal Corporate Trust Office of the Trustee, without cost to each Holder, for Bonds then Outstanding.

Section 6.04. Amendment or Supplement by Mutual Consent. The provisions of this Article VI do not prevent any Holder from accepting any amendment or supplement as to any particular Bonds held by him so long as due notation thereof is made on the Bonds.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES OF HOLDERS
Section 7.01. Events of Default and Acceleratio n of Maturities. Each of the following events is an "Event of Default":
(a) A default by the Authority in the due and punctual payment of any interest on or principal of any of the Bonds when and as the same become due and payable. (b) A default by the Authority in the obser vance or performance of any of the other agreements or covenants co ntained herein required to be observed or performed by it, and the default has continued for 30 da ys after the Authority receives notice in writing of the default by the Trustee.
(c) The Authority files a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or a court with jurisdiction approves a petition filed with or without the consent of the Authority s eeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or, under the provisions of any other law for the relief or aid of debtors, any court of with jurisdiction assumes custody or control of the Authority or of the whole or any substantial part of its property.

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(d) An Event of Default (as that term is defined in the Master Project Lease) has occurred under the Master Project Lease.

Upon the occurrence of an Event of Default and during the continuance of an Event of Default, the Trustee may, and upon the written request of the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, and in e ach case so long as the Trustee is indemnified to its satisfaction therefor , the Trustee shall, by notice in writing to the Authority, declare the principal of all Bonds then Outstanding and the interest accrued thereon to be due and payable immediately, and upon any such declaration the same will, without further action, become due and payable, anything contai ned herein or in the Bonds to the contrary notwithstanding, subject to the following condition: if, at any time after the principal of the Bonds then Outstanding has been so declared due and payable, and before any judgment or decree for the payment of the money due has been obtained or entered, the Authority deposits with the Trustee a sum sufficient to pay all matured interest on all the Bonds and all principal of the Bonds matured before the declaration (w ith interest at the rate borne by the Bonds on th e overdue interest and principal) and to pay the reasonable fees and expe nses of the Trustee, and if any and all other defaults known to the Trustee (other than in the payment of interest on and principal of the Bonds due and payable solely by reason of such declar ation) have been made good or cured to the satisfaction of the Trus tee or provision deemed by the Trustee to be adequate has been made therefor, then and in every such case the Holders of not less than a majority in aggregate principal amount of Bonds then Outstanding, by written notice to the Authority and to the Trustee, may, on behalf of the Holders of all the Bonds then Outstanding, rescind and annul the declaration and its consequences, except that no such rescission and annulment will extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon.

Section 7.02. Application of Funds Upon Acceleration. All money in the accounts and funds provided in Sections 3.02 and 3.03 upon the date of the declaration of acceleration by the Trustee as provided in Secti on 7.01, and all Revenues and other portions of the Trust Estate thereafter received by the Authority hereunder, will be transmitted to the Trustee and be applied by the Trustee in the following order:

First, to the payment of the fees, costs, and expenses of the Trustee, if any, in carrying out the provisions hereof and of any othe r agreement to which the Trustee is a party in connection herewith, including a ny outstanding fees and expenses of the Trustee and including reasonable compensation to its accountants and counsel, and thereafter to the payment of the costs and expenses of the Holders in providing for the declaration of the Event of Default, including reasonable compensation to their accountants and counsel.

Second, upon presentation of the several B onds, and the stamping thereon of the amount of the payment if only pa rtially paid or upon the surrender thereof if fully paid, to the payment of the whole amount then owing and unpaid upon the Bonds for interest and principal, with (to the extent permitted by law) interest on the overdue interest and principal at the rate borne by the Bonds, and if the money is insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of the interest, principal, and (to the extent permitted by law) interest on overdue interest a nd principal without pr eference or priority among the interest, principal, and interest on overdue interest and principal ratably to the aggregate of the interest, principal, and interest on overdue interest and principal.

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Section 7.03. Institution of Legal Proceedings by Trustee. If one or more Events of Default occurs and is continuing, the Trustee may, and upon the written request of the Holders of a majority in principal amount of the Bonds then Outstanding, and, in each case so long as the Trustee is indemnified to its satisfaction therefor, shall proceed to protect or enforce its rights or the rights of the Holders of Bonds hereunder by a su it in equity or action at law, either for the specific performance of any agreement or covenant contained herein or in aid of the execution of any power herein granted, or by mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee deems most effectual in support of any of its rights and duties hereunder. Nothing contained he rein or in the Bonds affects or impairs the obligation of the Authority, which is absolute and uncondi tional, to pay the in terest on and the principal of the Bonds to the Holders of the B onds as and when they become due as provided herein from the Trust Estate as provided herein, and nothing herein or in the Bonds affects or impairs the right of such Holders, which is also absolute and unconditional, to institute suit to enforce payment by virtue of the contract embodied herein and in the Bonds.

A waiver of any default or breach of duty or contract by the Trustee or any Holder will not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any subsequent default or breach of duty or c ontract. No delay or omission by the Trustee or any Holder to exercise any right or remedy accruing upon any default or breach of duty or contract will impair any right or remedy or be construed to be a waiver of any default or breach of duty or contract or an acquiescence therein, and every right or remedy conferred upon the Holders by the Act or by this Article VII may be enforced and exercised from time to time and as often as deemed expedient by the Trustee or the Holders.

If any action, proceeding, or suit to enfor ce any right or exercise any remedy is abandoned, the Authority, the Trustee, and any Holder will be restored to their former positions, rights, and remedies as if the action, proceeding, or suit had not been brought or taken.

Section 7.04. Actions by Trustee as Attorney-in-Fact. Any action, proceeding, or suit that any Holder has the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equa l benefit and protection of all Holders, whether or not the Trustee is a Holder, and the Trustee is hereby appointed (a nd the successive Holder s, by taking and holding the Bonds issued hereunder, will be conclusively deemed to have so appointed it) the true and lawful attorney-in-fact of the Holders for the purpose of bringing any such action, or suit and for the purpose of doing and performing any and all acts and things for and on behalf of the Holders as a class or classes as may be advisable or necessary in the opinion of the Trustee as attorney-in- fact. [Notwithstanding any ot her provision hereof, in determin ing whether the rights of the Holders of the Bonds will be adversely affected by any action taken under the terms and provisions hereof, the Trustee shall consider the effect on the Holders of the Bonds as if there were no Bond Insurance Policy.]
Nothing herein shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Bondholde r any plan of reorganization, arrangement, adjustment, or composition affecting the Bonds or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Bondholder in any such proceeding without the approval of the Bondholders so affected.

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Section 7.05. Limitation on Bondholders' Right to Sue. No Holder of any Bond issued hereunder has the right to institute any suit, action, or proceeding, at law or equity, for any remedy hereunder against the Trustee unless (a) the Holder has previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Hold ers of at least a majority in aggregate principal amount of all the Bonds then Outstanding have made written request upon the Trustee to exercise the powers hereinbefore grante d or to institute the suit, action, or proceeding in its own name; (c) the Holders have tendered to the Trustee reasonable security or indemnity against the costs, expenses, and liabilities to be incurred in compliance with the request; and (d) the Trustee has refused or omitted to comply with th e request for 60 days afte r the request has been received by, and the tender of indemnity has been made to, the Trustee.

Each notification, request, tender of indemnity, and refu sal or omission is hereby declared, in every case, to be a condition precedent to the exercise by any Holder of Bonds of any remedy hereunder. No single Holder and no group of Holders has the right in any manner whatever by his or her or their action to enforce any righ t hereunder except in the manner herein provided, and all proceedings at law or in equity to enforce any provision hereof must be instituted and maintained in the manner herein provided and for the equal benefit of all Holders of Outstanding Bonds.

Section 7.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Holders is intended to be ex clusive of any other reme dy, and every remedy is cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise a nd may be exercised without exhausting and without regard to any other remedy conferred by the Act or any other law.

ARTICLE VIII

DEFEASANCE
Section 8.01. Discharge of the Bonds.
(a) If the Authority pays or causes to be paid, or if there shall otherwise be paid, to the Holders of all Outstanding Bonds the interest thereon and the principal thereof as and when they become due and payable in accordance with their terms or upon redemption proceedings as provided in the Indenture, or otherwise, and the whole amount of the principal and the interest so due and payable upon all of the Bonds is paid, or provision has been made for the payment of the same as provided herein, together with all other sums payable by the Authority under the Indenture, including all fees and expenses of the Trustee, then and in that case the Indenture and the lien created hereby will be completely discharged and satisfied and the Authority will be released from the agreements, conditions, covena nts, and other obligations of the Authority contained in the Indenture, and the Trustee shall assign and transfer to or upon the order of the Authority all property, money, or securities (in excess of the am ounts required for the foregoing) then held by the Trustee free and clear of any encumbrances, a nd the Trustee shall execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction.

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(b) Any Outstanding Bonds shall, before th e maturity date or redemption date thereof, be deemed to have been paid within the meaning of and with the effect expressed in Section 8.01(a) if there is on deposit with the Trust ee money that is sufficient to pay the interest due on the Bonds on that date and the principal due on the Bonds on that date. (c) Any Outstanding Bonds shall, before th e maturity date or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in Section 8.01(a) (except that the Authority will remain liable for the payment of the Bonds, but only out of the money or securities deposited with the Trustee or an escrow agent as hereinafter described) if—
(1) in case any of Bonds to be rede emed on any date before their maturity date, the Authority has agreed to mail a notice of redemption under Section 10.09 to the Holders of all Outstanding Bonds to be redeemed and to DTC; (2) there has been deposited with the Trustee or an escrow agent either money in an amount sufficient to pay when due or Defeasance Securitie s, the interest on and the principal of which when paid will provide money that, together with the money, if any, deposited with the Trustee or the escrow agent at the same time, will be sufficient to pay when due, the interest to become due on the Bonds on and before the maturity dates or redemption dates thereof, as the case may be, and the principal of the Bonds on and before the maturity dates or the redemption dates thereof, as the case may be, as evidenced by— (A) an Accountant's Report of an Independent Certified Public Accountant verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date (a "Verification"); (B) an Escrow Deposit Agreement; and
(C) an Opinion of Counsel to the effect that the Bonds are no longer Outstanding hereunder; and
(3) in the event such Bonds are not by their terms subject to redemption within the next succeeding 60 days, the Author ity has agreed to mail under Section 10.09 a notice to the Holders of the Bonds a nd to DTC that the deposit required by Section 8.01(c)(2) has been made with the escrow agent or the Trustee and that the Bonds are deemed to have been paid in accordance with this Section 8.01, and stating the maturity dates or redemption dates, as the case may be, upon which money will be available for the payment of the principal of the Bonds. Bonds will be deemed Outstanding under the Indenture unless and until they are in fact paid and retired or the above criteria are met.

Section 8.02. Unclaimed Money. Anything herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Bonds or any interest there on that remains unclai med for two years afte r the date when the Bonds or interest thereon have become due and payable, either at their stated maturity dates or by call for redemption before maturity, if the money was held by the Trustee on that date, or for two years after the date of deposit of the money if deposited with the Trustee after the date when the Bonds or interest thereon became due and payable, will be repaid by the Trustee to the Authority

43 4142-5340-2461.6

as its absolute property free from trust for use in accordance with the Act, and the Trustee will thereupon be released and discharged with respect thereto and the Holders will look only to the Authority for the payment of the Bonds and the interest thereon. Before the Trustee is required to make any such repayment, the Authority shall mail under Section 10.09 a notice to the Holders of all Outstanding Bonds and to DTC that the money remains unclaimed and that after a date named in the notice, which date must not be less than 30 days after the date of the mailing of the notice, the balance of such money then unclaimed will be returned to the City. In the absence of any such mailing by the Authority as described in the pr eceding sentence, the Trus tee shall from time to time deliver such unclaimed funds to or as directed by pertinent escheat authority, as identified by Trustee in its sole discretion, pursuant to and in accordance with applicable unclaimed property laws, rules or regulations. Any such delivery shall be in accordance with the customary practices and procedures of Trustee and the escheat authority. Any money held by Trustee pursuant to this paragraph shall be held uninvested and without any liability for interest.

ARTICLE IX

[PROVISIONS RELATING TO THE BOND INSURANCE POLICY AND THE BOND

INSURER
Section 9.01. Provisions Relating to the Bond Insu rance Policy. For so long as the Insured Bonds are Outstanding , the provisions contained in this Section 9.01 shall apply notwithstanding any other provision of the Indenture to the contrary, unless an Insurer Default (as defined below) has occurred and is continuing (except as provided in Section 9.01(g)):
(a) The Bond Insurer shall at all times be deemed the sole and exclusive Owner of the Outstanding Insured Bonds for the purposes under the Indenture, the Master Site Lease and the Master Project Lease, including all approval s, consents, waivers, amendments, institution of any action, and the direction of all remedies.
(b) Any amendment, supplement, modificat ion to, or waiver of, any of the Indenture, the Master Site Lease or the Master Project Lease that requires the consent of holders of the Bonds or adversely affects the rights or interests of the Bond Insurer shall be subject to the prior written consent of the Bond Insurer; provid ed that no consent shall be required for any amendments to the Master Site Lease or the Master Project Lease made (i) in connection with the issuance of Authority Bonds from t ime to time or (ii) to add, de lete or substitute property in accordance with the provisions of the Master Project Lease. (c) Any reorganization or liqui dation plan with respect to the City or the Authority must be acceptable to the Bond Insurer. In the event of any reorganization or liquidation of the City or the Authority, the Bond Insurer sha ll have the right to vote on behalf of all holders of the Insured Bonds.
(d) Anything in the Indenture, the Master Site Lease or the Master Project Lease to the contrary notwithstanding, upo n the occurrence and continuance of a default or an event of default under the Indenture, the Master Site Leas e or the Master Project Lease, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the

44 4142-5340-2461.6

holders of the Insured Bonds or the Trustee for the benefit of the holders of the Insured Bonds. No default or event of default may be waived without the Bond Insurer's written consent. (e) The Bond Insurer's prior written consent is required as a condition precedent to and in all instances of acceleration under the Indenture. (f) No grace period shall be permitted for payment defaults under the Indenture relating to the Insured Bonds. No grace period for a covenant default under the Indenture relating to the Insured Bonds shall exceed 30 days without the prior written consent of the Bond Insurer. (g) If an Insurer Default (as defined below) shall occur and be continuing, then, notwithstanding anything in paragraphs (a) – (d) above to the contrary, (1) if at any time prior to or following an Insurer Default, the Bond Insu rer has made payment under the Bond Insurance Policy, to the extent of such payment the Bond Insurer shall be treated like any other holder of the Insured Bonds for all purposes, including giving of consents, and (2) if the Bond Insurer has not made any payment under the Bond Insurance Policy, the Bond Insurer shall have no further consent rights until the particular Insure r Default is no longer continui ng or the Bond Insurer makes a payment under the Bond Insurance Policy, in which event, the foregoin g clause (1) shall control.

For purposes of this paragraph, "Insurer Default" means: (A) the Bond Insurer has failed to make any payment under the Bond Insurance Policy when due and owing in accordance with its terms; or (B) the Bond Insurer shall (i) voluntarily commence any proceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodia n, sequestrator or similar official for such party or for a substantial part of its property, (iv) file an answer admit ting the material allegations of a petition filed against it in any such proceeding, (v ) make a general assignment for the benefit of creditors, or (vi) take action for the purpose of effecting any of th e foregoing; or (C) any state or federal agency or instrumentality shall order th e suspension of payments on the Bond Insurance Policy or shall obtain an order or grant approval for the rehabilitation, liquidation, conservation or dissolution of the Bond Insurer (including without limitation under the New York Insurance Law). (h) The Bond Insurer shall receive prior written notice of any name change of the Trustee or the resignation or removal of th e Trustee. Any Trustee must be (A) a national banking association that is supervised by the Office of the Comptroller of the Currency and has at least $250 million of assets, (B) a state-chartered commercial bank that is a member of the Federal Reserve System and has at least $1 billion of assets, or (C) otherwise approved by the Bond Insurer in writing. No removal, resignation or termination of the Trustee shall take effect until a successor, acceptable to the Bond Insurer, shall be qualified and appointed in accordance with the Indenture. (i) At least 3 Business Days prior to any defeasance with respect to the Insured Bonds, the Authority shall deliver to the Bond Insurer draft copies of an escrow agreement, an opinion of counsel to the Authority regarding th e validity and enforceability of the escrow agreement, an opinion of bond counsel regardi ng the defeasance of the Insured Bonds, and a verification report (a "Verifi cation Report") prepared by a na tionally recognized independent financial analyst or firm of certified public acco untants regarding the sufficiency of the escrow fund. Such opinion and Verification Report shall be addressed to the Bond Insurer and shall be in

45 4142-5340-2461.6

form and substance satisfactory to the Bond Insu rer. In addition, the escrow agreement shall provide that:
(1) any substitution of securities fo llowing the execution and delivery of the escrow agreement shall require the deli very of a Verification Report, an opinion of bond counsel that such substitution will not, in and of itself, result in the inclusion of interest on the Insured Bonds in gross income for federal income tax purposes and the prior written consent of the Bond Insurer, which consent will not be unreasonably withheld. (2) the Authority will not exercise any prior optional redemption of Insured Bonds secured by the escrow agreem ent or any other redemption other than mandatory sinking fund redemptions unless (i) the right to make any such redemption has been expressly reserved in the escrow agreem ent and such reservation has been disclosed in detail in the official statement for the refunding bonds, and (ii) as a condition to any such redemption there shall be provi ded to the Bond Insurer a Verification Report as to the sufficiency of escrow receipts without rei nvestment to meet the escrow requirements remaining following any such redemption.
(3) the Authority shall not amend the escrow agreement or enter into a forward purchase agreement or other agreement with respect to rights in the escrow without the prior written consent of the Bond Insurer.
(j) The Bond Insurer is recognized as and sh all be deemed to be a third party beneficiary of the Indent ure and the Master Project Lease and may enforce the provisions of the Indenture and the Master Project Lease conferred upon, given or granted to the Bond Insurer under such documents.

Section 9.02. Additional Payments. The Aut hority agrees subject to the availability of Revenues that it will pay or reimburse the Bond Insurer within 30 days of demand any and all reasonable charges, fees, costs, losse s, liabilities and expenses that the Bond Insurer may pay or incur, including, but not limited to, fees and expenses of the Bond Insurer's agents, attorneys, accountants, consultants, appraisers and auditors and reasonable costs of investigations, in connection with the administration (including waivers a nd consents, if any), enforcement, defense, exercise or preservation of any rights and remedies in respect of the Indenture, the Master Site Lease or the Master Project Lease ("Administrative Costs"). For purposes of the foregoing, costs and expenses shall include a reasonable allocation of compensation and overhead attributable to the time of employees of the Bond Insurer spent in connection with the actions described in the preceding sentence. The Authority agrees that failure to pay any Administrative Costs on a timely basis will result in the accrual of interest on the unpaid amount at the Late Payment Rate, compounded semi-annually, from the date that paym ent is first due to th e Bond Insurer until the date the Bond Insurer is paid in full.

Notwithstanding anything herein to the contrary, the Authority agrees to pay to the Bond Insurer solely from Revenues (i) a sum equal to the total of all amounts paid by the Bond Insurer under the Policy ("Policy Payment"); and (ii) interest on such Policy Payments from the date paid by the Bond Insurer until payment thereof in full by the Authority, payable to the Bond Insurer at the Late Payment Rate per a nnum (collectively, " Reimbursement Amounts")

46 4142-5340-2461.6

compounded semi-annually. The Authority hereby covenants and agrees that the Reimbursement Amounts are payable from and secured by a lien on and pledge of the Revenues that is subordinate in all respects (including, without limitation, in respect of both payment and priority) to the pledge, and lien and security interest set forth in Section 3.01. "Late Payment Rate" means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chas e Bank, N.A., at its principal office in The City of New York, New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is announced by JPMorgan Chase Bank, N.A.) plus 3%, and (ii) the then appli cable highest rate of interest on the Insured Bonds and (b) the maximum rate permissible unde r applicable usury or similar laws limiting interest rates. In the event JPMorgan Chase Bank, N.A., ceases to announce its Prime Rate, the Prime Rate shall be the prime or base lending rate of such other bank, banking association or trust company as the Bond Insurer, in it s sole and absolute discretion, sh all designate. Interest at the Late Payment Rate on any amount owing to the B ond Insurer shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

Section 9.03. Payment Procedure Relating to the Bond Insurance Policy. In the event that principal and/or interest due on the Insured Bonds shall be paid by the Bond Insurer pursuant to the Bond Insurance Policy, the Insured Bonds shal l remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Authority, the pledge, lien and security interest set forth in Section 3.01 and all covenants, agreements and other obligations of the Authority to the registered owne rs shall continue to ex ist and shall run to the benefit of the Bond Insurer, a nd the Bond Insurer shall be subr ogated to the rights of such registered owners including, wit hout limitation, any rights that such owners may have in respect of securities law violations arising from the offer and sale of the Insured Bonds.

In the event that on the second (2nd) business day prior to any payment date on the Insured Bonds, the Trustee has not received sufficient moneys to pay all principal of and interest on the Insured Bonds due on such payment date, the Trustee shall immedia tely notify the Bond Insurer or its designee on the same business day by telephone or electronic mail, of the amount of the deficiency. If any deficiency is made up in w hole or in part prior to or on the payment date, the Trustee shall so notify the Bond Insurer or its designee.

In addition, if the Trustee has notice that any holder of the Insured Bonds has been required to disgorge payments of principal of or interest on the Insured Bonds pursuant to a final, non-appealable order by a court of competent jurisdiction that such payment constitutes an avoidable preference to such holder within the meaning of any applicable bankruptcy law, then the Trustee shall notify the Bond Insurer or its designee of such fact by telephone or electronic mail, or by overnight or other delivery service as to which a delivery receipt is signed by a person authorized to accept delivery on behalf of the Bond Insurer.

The Trustee shall irrevocably be designated, appointed, directed and authorized to act as attorney-in-fact for holders of the Insured Bonds as follows:
(a) If there is a deficiency in amounts required to pay interest and/or principal on the Insured Bonds, each Owner (i) appoints Bond Insurer as agent and attorney-in-fact for such

47 4142-5340-2461.6

holders of the Insured Bonds in any legal proceeding related to the payment and assignment to the Bond Insurer of the claims for interest on the Insured Bonds, (ii) receive as designee of the respective holders (and not as paying agent) in a ccordance with the tenor of the Bond Insurance Policy payment from the Bond Insurer with respect to the claims for in terest so assigned, and (iii) disburse the same to such respective holders; and (b) If there is a deficiency in amounts requi red to pay principal of the Insured Bonds, each Owner (i) appoints the Bond Insurer as agent and attorney-in-fact for such holder of the Insured Bonds in any legal proceeding relate d to the payment of such principal and an assignment to the Bond Insurer of the Insured Bonds surrendered to the Bond Insurer, (ii) receive as designee of the respective holders (and not as paying agent) in accordance with the tenor of the Bond Insurance Policy payment th erefore from the Bond Insurer, an d (iii) disburse the same to such holders.
(c) The Trustee shall designate any portion of payment of principal on Insured Bonds paid by the Bond Insurer, whether by vi rtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Insured Bonds registered to the then current holder, whether DTC or its nominee or otherwise, and shall issue a replacement Insured Bond to the Bond Insurer, registered in the name directed by the Bond Insurer, in a principal amount equal to the amount of principa l so paid (without regard to authorized denominations); provided that the Trustee's failure to so designate any payment or issue any replacement Insured Bond shall have no effect on the amount of principal or interest payable by the Authority on any Insured Bond or the subrogation or assignment rights of the Bond Insurer.

Payments with respect to claims for interest on and principal of Insured Bonds disbursed by the Trustee from proceeds of the Bond Insurance Policy shall not be considered to discharge the obligation of the Authority with respect to such Insured Bonds, and the Bond Insurer shall become the owner of such unpaid Insured Bonds and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of the preceding paragraphs or otherwise.

Irrespective of whether any such assignment is executed and delivered, the Authority and the Trustee agree for the benefit of the Bond Insurer that:
(d) They recognize that to the extent the Bond Insurer makes payments directly or indirectly ( e.g., by paying through the Truste e), on account of principal of or interest on the Insured Bonds, the Bond Insurer will be subrogated to the rights of such holders to receive the amount of such principal and interest from the Au thority, with interest thereon, as provided and solely from the sources stated in the Indenture and the Insured Bonds; and (e) They will accordingly pay to the Bond Insurer the amount of such principal and interest, with interest thereon as provided in the transaction documents and the Insured Bonds, but only from the sources and in the manner provid ed therein for the payment of principal of and interest on the Insured Bonds to holders, and will otherwise treat the Bond Insurer as the owner of such rights to the amount of such principal and interest.

48 4142-5340-2461.6

Section 9.04. Exercise of Rights by Bond Insurer.
(a) The rights granted to the Bond Insurer under the Indenture to request, consent to or direct any action are rights granted to the Bond Insurer in consideration of its issuance of the Bond Insurance Policy. An y exercise by the Bond Insurer of such rights is merely an exercise of the Bond Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit, or on behalf, of the holders of the Insured Bonds and such action does not evidence any position of the Bond Insurer, affirmative or negative, as to whether the consent of the holders of the Insured Bonds or any other person is required in addition to the consent of the Bond Insurer. (b) The Bond Insurer shall be entitled to pay principal or interest on the Insured Bonds that shall become Due fo r Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Bond Insurance Policy) and any amounts due on the Insured Bonds as a result of acceleration of the maturity thereof in accordance with the Indenture, whether or not the Bond Insurer has received a claim upon the Bond Insurance Policy.

Section 9.05. Reporting Requirements. The Au thority will provi de the Bond Insurer with all notices a nd other information it is obligated to provide to the holders of Insured Bonds or the Trustee under the Indenture.

The notice address of the Bond Insurer is : [Insurer Contact Info}, Re: Policy No. [________] and [_______], Telephone: (_ ___) ________, Telecopi er: (___)__________, Email: _____________In each case in which notice or other communication refers to an event of default or a claim on the Bond Insurance Policy, then a copy of such notice or other communication shall also be sent to the attention of the General Counsel at the same address and at ___________or at Telecopier: (___) ___________ and shall be marked to indica te "URGENT MATERIAL ENCLOSED."]

ARTICLE X

MISCELLANEOUS
Section 10.01. Liability of Authority Limited to Revenues and Certain Other Funds. Notwithstanding anything contained herein, the Authority is not required to advance any money derived from any source of funds other than the Revenue s and the other funds provided herein for the payment of the in terest on or the principal of th e Bonds or for the performance of any agreements or covenants cont ained herein. But the Authority may advance funds for any of these purposes so long as such funds are derive d from a source legally available for the purpose without incurring an indebtedness.

The Bonds are limited obliga tions of the Authority and are payable from, and are secured by the Trust Estate as pr ovided in the Indenture. The B onds do not constitute a charge against the general credit of th e Authority or the general credit of the City, and under no circumstances will the Authority be obligated to pa y the interest on or the principal of the Bonds except from the Trust Estate as provided in the Indenture. Neither the State nor any public agency thereof nor the City will be obligated to pay the interest on or the principal of the Bonds. Neither the faith and credit nor the taxing power of the Au thority, the State, or any public agency thereof

49 4142-5340-2461.6

or the City is pledged to the pa yment of the interest on or the principal of the Bonds, and the payment of the interest on or the principal of th e Bonds does not constitute a debt, liability, or obligation of the State, any public agency of the State, or the City.

Section 10.02. Benefits of the Indenture Limited to Certain Parties. Nothing contained herein, expressed or im plied, confers upon, or gives or gr ants to, any entity or person other than the Authority, the Trustee, and the Holders any right, reme dy, or claim under or by reason hereof or any covenant, co ndition, or stipulation hereof, a nd all covenants, stipulations, promises, and agreements required herein to be performed by or on behalf of the Authority are for the sole and exclusive benefit of the Authority, the Trustee, and the Holders.

Section 10.03. Successor Is Deemed Included in A ll References to Predecessor.

Whenever either the Authority or any officer thereof is named or referred to herein, that reference includes the successor to the powers, duties, and functions with respect to the administration, control, and management of the Authority that are presently vested in the Authority or the officer, and all agreements and covenants required herein to be performed by or on behalf of the Authority or any officer thereof will bind and inure to the benefit of the successors of the Authority or officer whether so expressed or not.

Section 10.04. Execution of Documents by Holders. Any declaration, request, consent, or other instrument that is permitted or required herein to be executed by Holders may be in one or more instruments of similar tenor, and may be executed by Holders in person or by their attorneys duly authorized in writing. The fact a nd date of the execution by any Holder or his or her attorney of any declaration, request, consent, or other instrument or of any writing appointing the attorney may be proved by the certificate or other document of any notary public or other officer authorized to ta ke acknowledgments of deeds to be reco rded in the state or territory in which he or she purports to act certifying that the person signing the declaration, request, consent, or other instrument or writing acknowledged to him or her the execution thereof, or by an affidavit of a witness to the execution duly sworn to before the notary public or other officer. The ownership of Bonds and the amount, maturity, number, and date of holding the same will be provided by the registration books required to be kept by the Trustee under Section 2.08.

Any declaration, request, consent, or other instrument or writing of the Holder of any Bond will bind all future Holders of the Bond with respect to anything done or suffered to be done by the Authority in good faith and in accordance therewith.

Section 10.05. Waiver of Personal Liability. No officer of the Authority will be individually or personally liable for the payment of the interest on or the principal of the Bonds by reason of their issuance, but nothing herein relieves any such officer from the performance of any official duty provided by the Act or any other applicable provisions of law or hereby.

Section 10.06. Deposit and Investment of Mone y in Accounts and Funds. All money held by the Treasurer in any account or fund es tablished herein is to be invested in Legal Investments that mature not later than the date on which it is estimated that the money will be required to be paid out hereunde r, and all money held by the Trustee in any account or fund established herein is to be invested by the Trustee under a Wr itten Request of the Authority received by the Trustee at least one day befo re making any such inve stment in those Legal

50 4142-5340-2461.6

Investments specified in the Written Request of th e Authority that mature not later than the date on which it is estimated that the money will be required to be paid out hereunder, and the Trustee may conclusively rely as to suitability and legal ity that any investment specified in any Written Request of the Authority is a Legal Investment. In the absence of receipt of any Written Request of the Authority, the Trustee shall hold the funds uninvested. For investment purposes, the Trustee may commingle the money in the accounts and funds established hereunder, but must account for each such fund or account separately. The Trustee (or any of its affiliates) may act as principal or agent or as sponsor, advisor, or manager in connection with the making or disposition of any investment by the Trustee hereunder and may im pose its customary charges therefor, and the Trustee will not be responsible for any loss suffered in connection with any investment made in accordance herewith. The Trustee shall have no liabi lity in respect of losses incurred as a result of the liquidation of any investment prior to its st ated maturity or the fail ure of the Authority to provide timely written investment direction. Ratings of permitted investments shall be determined at the time of purchase of such permitted investments and without regard to ratings subcategories.

The Trustee may make any and all such investme nts through its own inve stment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades, including account maintenance fees.

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 waives receipt of those confirmations to the extent permitted by law. But the Trustee shall furnis h the Authority with pe riodic cash-transaction statements that include details for all investment transactions made by the Trustee hereunder.

All interest received on any money so deposited or invested that exceeds the requirements of the fund from which the money was deposited or invested must (subject to the requirements of Section 4.03) be deposited in th e Revenue Fund, and all losses on any money so deposited or invested will be borne by the fund from which the deposit or investment was made.

The value of any Legal Investments will be determined as follows:
(a) For the purpose of determining the amount in any fund, all Legal Investments credited to the fund will be valued at fair market value. The Trustee shall determine the fair market value based on its pricing service as reflected on its regular accounting statements. (b) As to certificates of deposit and ba nkers' acceptances, the face amount thereof.
(c) As to any investment not specified a bove, the value thereof established by prior agreement between the Authority and the Trustee.

Section 10.07. Acquisition of Bonds by Authority . All Bonds acquired by the Authority, whether by purchase or gift or otherw ise, must be surrendered to the Trustee for cancellation as provided herein.

Section 10.08. Content of Certificates and Reports. Every certificate or report with respect to compliance with an agreement, condition, covenant, or term provided herein must include (a) a statement that the person or person s making or giving the cert ificate or report have

51 4142-5340-2461.6

read the agreement, condition, covenant, or term a nd the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or inve stigation upon which the opinion contained in such certificate or report is based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not the agreement, condition, covenant, or term has been satisfied; and (d) a statement as to whether, in the opinion of the signers, the agreement, condition, covenant or term has been satisfied.

Any certificate made or given by an officer of the Authority may be based, insofar as it relates to legal matters, upon a representation made in an Opinion of Counsel unless the officer knows that the representation with respect to the matters upon which his or her certificate may be based, as aforesaid, is erroneous, or unless, in the exercise of r easonable care, he or she should have known that the same was er roneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters information with respect to which is in the possession of the Authority, upon a representation by an officer or officers of the Authority unless th e counsel giving the Opinion of Counsel knows that th e representation with respect to the matters upon which his or her opinion may be based, as aforesaid, is erroneous, or unless, in the exercise of reasonable care, he or she should have known that the same was erroneous.

Section 10.09. Notice by Mail. Any notice require d to be given by mail to any Holders or to DTC must be given by mailing a copy of such notice, first-class postage prepaid, to the Holders at their addresses appearing in the books required to be kept by the Trustee under the provisions of Section 2.08, or to DTC, not less th an 20 days or more than 60 days following the action or before the event concerning which notice thereof is required to be given. Neither failure to receive any such notice nor any immaterial defe ct contained therein will affect the sufficiency or validity of the proceedings taken in connection with the acti on or the event concerning which the notice was given.

Section 10.10. Maintenance of Accounts and Funds. Any account or fund required herein to be established and maintained by the Treasurer or the Trustee may be maintained by the Treasurer or the Trustee, as the case may be, in its accounting records in its customary manner either as an account or a fund, and may, for the purposes of those accounting records, any audits thereof, and any financial reports or statements with respect thereto, be treated either as an account or as a fund. All accounting records with respec t to all accounts and funds must at all times be maintained by the Treasurer and th e Trustee in accordance with industry standards and with due regard for the protection of the security of the Bonds and the rights of the Holders.

Section 10.11. Article and Section Headings, Gender, and References. The headings or titles of the several articles and sections hereof a nd the table of contents appended hereto are solely for convenience of reference and do not affect the construction, effect, or meaning hereof. Words of any gender include all genders. All references herein to "Articles," "Sections," and other subdivisions are to th e corresponding articles, sections , or subdivisions hereof. The words "hereby," "herein," "hereof," "hereto," "h erewith," and "hereunder" and other words of similar import refer to the Indent ure as a whole and not to any particular article, section, or subdivision hereof.

52 4142-5340-2461.6

Section 10.12. CUSIP Numbers. Neither the Au thority nor the Trustee will be liable for any defect or inaccuracy in the CU SIP number that appears on any Bond or in any redemption notice relating thereto, and the Trustee may, in its discretion, include in any redemption notice relating to any of the Bonds a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an inde pendent service and are included in the notice solely for the convenience of the Holders and that neither the Au thority nor the Trustee will be liable for any defects or inaccuracies in such numbers.

Section 10.13. Partial Invalidity. If any one or more of the agreements, conditions, covenants, or terms or portions thereof required hereby to be observed or performed by the Authority or the Trustee is contrary to law, then that agreement or agre ements, that condition or conditions, that covenant or covenants, and that term or terms or the portions thereof will be null and void and will be deemed separable from the remaining agreements, conditions, covenants, or terms or portions thereof and will in no way affect the validity hereof or of the Bonds; and the Holders will retain all the rights and benefi ts accorded to them under the Act or any other applicable provisions of law. The Authority hereby declares that it would have executed the Indenture and each and every other article, sectio n, paragraph, subdivision, sentence, clause, and phrase hereof and would have authorized the issuance of the Bonds under this Indenture irrespective of the fact that any one or more of the articles, s ections, paragraphs, subdivisions, sentences, clauses, or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable, or invalid.

Section 10.14. Governing Law. The Indenture is to be governed by and construed and interpreted in accordance with the laws of the State.

Section 10.15. Notices. All written notices to be given hereunder must be given by first-class mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:

If to the Authority:

Sacramento City Financing Authority
c/o Sacramento City Treasurer
915 I Street, HCH, 3rd Floor
Sacramento, California 95814
Attention: Debt Manager
If to the Trustee:

The Bank of New York Mellon Trust Company, N.A.
333 S. Hope Street, Suite 2525
Los Angeles, California 90071
Attention: Corporate Trust Department

Section 10.16. Execution in Counterparts. The Indenture may be executed in several counterparts, each of which will be deemed an original, and all of which will constitute but one and the same instrument.

53 4142-5340-2461.6

Section 10.17. Effective Date of the Indenture. The Indenture takes effect from and after its execution and delivery.

[Signature Pages to Follow]

54 4142-5340-2461.6

IN WITNESS WHEREOF, the Sacramento City Financing Authority has caused the Indenture to be signed in its name by its Treasurer, and to be attested by its Secretary, and The Bank of New York Mellon Trust Company, N.A., as Trustee, in token of its acceptance of the trusts created hereunder, has caused the Indenture to be signed in its corporate name by its officer thereunto duly authorized, all as of the date and year first above written.

SACRAMENTO CITY FINANCING

AUTHORITY

By:

John P. Colville, Jr., Treasure r

ATTEST:

Secretary

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee

By:

Authorized Office r

A-1
4142-5340-2461.6

EXHIBIT A

SCHEDULE OF PRIOR BONDS

Issue
Maturity
Date
(December 1)
Interest Rate
(%)
Principal
Amount
Outstanding ($)
Principal
Amount Being
Paid or
Redeemed ($)
Date of
Payment or
Redemption
(December 1)
Redemption
Price (%)
2015 2025 5.000 6,800,000 6,800,000 2025 n/a
2015 2026 5.000 7,155,000 7,155,000 2025 100
2015 2027 5.000 5,350,000 5,360,000 2025 100
2015 2027 3.000 2,145,000 2,145,000 2025 100
2015 2028 5.000 7,855,000 7,855,000 2025 100
2015 2029 3.375 8,190,000 8,190,000 2025 100
2015 2030 5.000 4,395,000 4,395,000 2025 100
2015 2031 5.000 4,610,000 4,610,000 2025 100
2015 2032 5.000 4,385,000 4,385,000 2025 100
2015 2033 5.000 4,600,000 4,600,000 2025 100
2015 2034 5.000 4,575,000 4,575,000 2025 100
2015 2035 5.000 4,800,000 4,800,000 2025 100
2015 2036 4.000 5,020,000 5,020,000 2025 100

B-1
4142-5340-2461.6

EXHIBIT B

FORM OF COSTS OF ISSUANCE FUND REQUISITION

SACRAMENTO CITY FINANCING AUTHORITY
2025 REFUNDING REVENUE BONDS
(MASTER LEASE PROGRAM FACILITIES)
WRITTEN REQUEST NO. __ FOR DISBURSEMENTS FROM COSTS OF ISSUANCE The undersigned hereby states and certifies as follows:
(a) that the undersigned is the duly appointed, qua lified, and acting City Treasurer of the City of Sacramento, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California (the "City"), and, as such, is familiar with the facts herein certified and is authorized and qualified to certify the same;
(b) that The Bank of New York Mellon Trust Co mpany, N.A, as trustee (the "Trustee"), is hereby requested to disburse from the Cost s of Issuance Fund es tablished under the Indenture dated as of Septem ber 1, 2025 (the "Indenture"), between the Sacramento City Financing Authority and the Tr ustee, to the payees set fo rth on Attachment I attached hereto and by this reference incorporated herein, the amou nt set forth on Attachment I opposite each payee, for payment of the costs identified on Attachment I; and (c) that each item of cost identified on A ttachment I has been properly incurred, that the amounts to be disbursed under th is Written Request are for Costs of Issuance properly chargeable to the Costs of Issuance Fund, and that no amounts to be disbursed under this Written Request have been the subject of a previous Written Request for disbursement from the Costs of Issuance Fund.

Capitalized terms used herein and not otherwise defined have the meanings given them in the Indenture.

Dated: _____________

CITY OF SACRAMENTO
By:

John P. Colville Jr.

City Treasurer

B-2
4142-5340-2461.6

ATTACHMENT I

COST OF ISSUANCE FUND DISBURSEMENTS
Payee Name and Address Purpose of Obligation Amount

Stradling Yocca Carlson & Rauth
Draft dated July 31, 2025

1 CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (this “Certificate”), dated as of September 1, 2025, is executed and delivered by the City of Sacramento (the “City”) in connection with the issuance of the 2025 Refunding Revenue Bonds (Mas ter Lease Program Facilities) (the “ Bonds”) by the Sacramento City Financing Authority (the “Authority”). The 2025 Bonds are being issued under an Indenture dated as of September 1, 2025 (the “ 2025 Indenture ”) by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

SECTION 1. Purpose of this Certificate. This Certificate is being executed and delivered, for the benefit of the Bondholders and Be neficial Owners of the Bonds and to assist the Participating Underwriter in complying with the Rule (defined in Section 2 below).

SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in th is Certificate unless otherwise defined in this Section 2, the following capitalized terms have the following meanings:
“Annual Report ” means any Annual Report the City provides in accordance with Sections 3 and 4 below.
“Beneficial Owner” means any person who (a) has the po wer, directly or indirectly, to vote or consent with respect to, or to dispos e of ownership of, any Bond (including a person holding Bond through a nominee, depository, or other intermediary) or (b) is treated as the owner of any Bond for federal income-tax purposes.
“Business Day” means any day the City’s offices at 915 I Street, Sacramento, California, are open to the public.
“Dissemination Agent” initially means the City, and thereafter it means any successor Dissemination Agent the City appoints in writing.
“EMMA” means the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board (which can be found at www.emma.msrb.org) or any other repository of disclosure information the Securi ties and Exchange Commission may designate in the future.
“Listed Events” means any of the events listed in Section 5 below. “Official Statement ” means the official statement with respect to the Bonds, dated September __, 2025.
“Participating Underwriter ” means the underwriter listed on the cover page of the Official Statement.
2 “Rule” means Rule 15c2-12(b)(5) adopted by th e Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

SECTION 3. Provision of Annual Reports.
(a) Beginning with the fiscal year ending June 30, 2025, the City shall upload to EMMA, or shall cause the Dissemination Agent to upload to EMMA, in either case not later than March 31 after the end of each fiscal year, an Annual Report that is consistent with the requirements of Section 4 of this Certificate. If the Dissemination Agent is other than the City, then the City shall provide the Annual Report (i n a form suitable for filing with EMMA) to the Dissemination Agent not later than 15 business days before the date referred to in the prior sentence. The Annual Report may be submitte d as a single document or as separate documents comprising a package and may include by reference other info rmation as provided in Section 4 below, except that the City’s audited financial statements may be submitted separately from, and later than, the balance of the Annual Report if they are not available by the date required above for the filing of the Annual Report. (b) If the Dissemination Agent is an entity other than the City, then the provisions of this Section 3(b) will apply. The City shall prov ide the Annual Report to the Dissemination Agent not later than 15 Business Days before the date specified in Section 3(a) for providing the Annual Report. If the Dissemination Agent has not received a copy of the Annual Report by the 15th Business Day before the due date for the Annual Report, then the Dissemination Agent shall contact the City to determine whether the City will be filing the Annual Report in compliance with Section 3(a). Th e City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that the Annual Report constitutes the Annual Report the City must furnish under th is Certificate. The Dissemination Agent may conclusively rely upon the City’s certification an d will have no duty or obligation to review the Annual Report.
(c) If the Annual Report has not been upl oaded to EMMA by the date required in Section 3(a), the Dissemination Agent shall send a notice to EMMA, in the form required by EMMA.
(d) If the Dissemination Agent is other than the City, then, after receipt of the Annual Report, the Dissemination Agent shall promptly file a report with the City certifying that the Annual Report has been uploaded to EMMA and the date it was uploaded. (e) Notwithstanding any other provision of th is Certificate, all filings must be made in accordance with EMMA or in another manner approved under the Rule.

SECTION 4. Content of Annual Reports. The City’s Annua l Report must contain or include by reference all of the following:
(a) The City’s audited financial statements fo r the City’s most recent fiscal year then ended. If audited financial statements are no t available by the time the Annual Report is 3 required to be filed by Section 3 above, the Annual Report must contain unaudited financial statements, and the audited financial statements must be filed in the same manner as the Annual Report when they become available.
(b) The City’s Annual Budget for the then-current fiscal year. (c) To the extent it is not included in the documents described in Sections 4(a) and 4(b) above, an update of the information in the tables of Appendix A to the Official Statement that are titled “STATEMENT OF GENERAL FU ND REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE,” “GROSS ASSESSED VALUES FOR ALL TAXABLE PROPERTY,” “CITY OF SACRAMENTO PRINCIPAL PROPERTY TAXPAYERS,” and “GENERAL FUND OBLIGATION DEBT SERVICE.” The updated information must reflect the most recently completed fiscal year and must be substantially in the form of the corresponding tables in Appendix A. (d) The actuarial valuation reports for Mi scellaneous Employees Plan and Safety Employees Plan most recently provided to the City by CalPERS to the City as of the date the City files the Annual Report and the actuarial valuatio n report for SCERS most recently provided to the City as of the date the City files the Annual Report. (e) Any or all of the items listed in Sectio n 4(a) or 4(b) abov e may be included by specific reference to other documents (including official statements of debt issues of the City or related public entities) that have been submit ted to EMMA or the Securities and Exchange Commission. If the document include d by reference is a final official statement, it must be available through EMMA.

SECTION 5. Reporting of Significant Events.
(a) The City shall give or cause the Disse mination Agent to give notice to the Municipal Securities Rulemaking Board, throug h EMMA, not more than 10 Business Days after the occurrence of any of the following events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Unscheduled draws on debt-servi ce reserves reflecting financial difficulties.
(3) Unscheduled draws on credit e nhancements reflecting financial difficulties.
(4) Substitution of credit or liquidity providers, or their failure to perform. (5) Adverse tax opinions or 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 Bonds.
4 (6) Defeasances.
(7) Tender offers.
(8) Bankruptcy, insolvency, receivership , or similar proceedings of the City. (9) Ratings changes.
(10) Default, event of acceleration, term ination event, modification of terms, or other similar events under the term s of a financial obligation of the obligated person, any of which reflect financial difficulties.

Note: For the purposes of the event identified in section 5(a)(8), the event is considered to occur when any of the fo llowing occur: if a receiver, fiscal agent, or similar officer is appointed for the City in a proceeding under the U.S. Bankruptcy Code or in any othe r proceeding under state or federal law in which a court or governmental auth ority has assumed jurisdiction over substantially all of the assets or business of the City; or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to th e supervision and orders of a court or governmental authority; or if an orde r confirming a plan of reorganization, arrangement, or liquidation is entered by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.

(b) Additionally, the City shall give or ca use the Dissemination Agent to give notice to the Municipal Securities Rulemaking Boar d, through EMMA, not more than ten Business Days after occurrence of any of the following events with respect to the Bonds, if material:
(1) Unless described in section 5(a)(5), other notices or determinations by the Internal Revenue Service with resp ect to the tax status of the Bonds or other events affecting the tax status of the Bonds.
(2) The consummation of a merger, conso lidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the 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 under its terms.
(3) Appointment of a successor or additi onal trustee or the change of the name of a trustee.
(4) Nonpayment-related defaults.
(5) Modifications to the rights of Bondholders.
5 (6) Notices of redemption.
(7) Release, substitution, or sale of property securing repayment of the Bonds.
(8) Incurrence of a financial obligation of the obligated person, or agreement to covenants, events of default, reme dies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect Bondholders.
(c) For purposes of the events identified in section 5(a)(10) or 5(b)(8), “financial obligation” means a (1) debt obligation; (2) deri vative instrument entered into in connection with, or pledged as security or a source of payment for, an exis ting or planned debt obligation; or (3) guarantee of (1) or (2). “Financial obligat ion” does not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. (d) If the City’s fiscal year changes, then the City shall report the change, or shall instruct the Dissemination Agent to report th e change, in the same manner and to the same parties as a Listed Event would be reported under this Section 5. (e) The undertakings set forth in this Certif icate are the City’s responsibility, and the Dissemination Agent, if other than the City, is not responsible for determining whether the City’s instructions to the Dissemination Agent under this Section 5 comply with the Rule.

SECTION 6. Termination of Reporting Obligatio n. The obligations of the City and the Dissemination Agent under this Certificate terminate upon the lega l defeasance, prior redemption, or payment in full of all of the Bonds. If termination occurs before the final maturity of the Bonds, then the City shall give notice of the termination in the same manner as for a Listed Event under Section 5 above.

SECTION 7. Dissemination Agent. The Ci ty may, from time to time, appoint a Dissemination Agent to assist it in carrying out its obligations under this Certificate and may discharge any Dissemination Agent without appo inting a successor Dissemination Agent. The City will be the initial Dissemination Agent. The Dissemination Agent may resign by providing 30-days’ written notice to the City, with the resignation effective upo n appointment of a new Dissemination Agent.

SECTION 8. Amendment.
(a) The City may amend this Certificate wi thout the consent of the Bondholders, and any provision of this Certificate may be waived, if all of the following conditions are satisfied:
(1) the amendment or waiver is made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law, or a change in the identity, nature, or status of the City or the type of business the City conducts; 6 (2) in the opinion of a nationally re cognized bond counsel, the undertakings in this Certificate as so amended or waived would have complied with the Rule as of the date of this Certif icate, after taking into account any amendments or interpretations of the Rule as well as any change in circumstances; and
(3) the amendment or waiver either (A) is approved by the Bondholders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Bondholders or (B) does not, in the City’s determination, materially impair the interests of the Bondholders or Beneficial Owners of the Bonds.
(b) To the extent any amendment to this Cert ificate results in a change in the type of financial information or oper ating data provided under this Certificate, the first Annual Report provided after the change must include a narrative explanation of the reasons for the amendment and the effect of the change on the ty pe of operating data or financial information being provided.
(c) If an amendment is made to the ba sis on which financial statements are prepared, the Annual Report fo r the year in which the change is made must 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 must include both a quantitative disc ussion and, to the exte nt reasonably feasible, a qualitative discussion of the differences in th e accounting principles and the effect of the change in the accounting principles on the presentation of the financial information.

SECTION 9. Additional Information. This Certificate does not prevent the City from disseminating any other information, using th e means of dissemination set forth in this Certificate or any other means of communication , or from including any other information in any Annual Report or notice of o ccurrence of a Listed Event, in a ddition to that required by this Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that sp ecifically required by this Certificate, then the City will have no obligation under this Certificate to update the in formation or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 10. Default. If the City or the Di ssemination Agent fails to comply with any provision of this Certificate, then any Bondholder or Beneficial Owner of the Bonds may take any necessary and appropriate ac tions, including seeking mandate or specific performance by court order, to cause the City and the Dissemina tion Agent to comply with their obligations under this Certificate. A default under this Certif icate will not be an Event of Default under the Indenture, and the sole remedy und er this Certificate in the event of any failure of the City or the Dissemination Agent to comply with this Certificate is an action to compel performance.

SECTION 11. Duties, Immunities, and Liabilities of Dissemination Agent. Where an entity other than the City is acting as the Di ssemination Agent, the Dissemination Agent will 7 have only the duties specifically set forth in th is Certificate, and the City shall indemnify and save the Dissemination Agent and its officers , directors, employees, and agents harmless against all losses, expenses, and liabilities they may incur that arise out of, or in the exercise or performance of, their powers and duties under this Certificate, including the costs and expenses (including reasonable attorney’s fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agen t’s negligence or willful misconduct. The City shall pay any Dissemination Agent (a) compensation for its services provided under this Certificate in accordance with an agreed-u pon schedule of fees; and (b) all expenses, reasonable legal fees, and advances made or incurred by the Dissemination Agent in the performance of its duties under this Certificate. The Dissemination Agent will have no duty or obligation to review any informat ion the City provides to it unde r this Certificate. The City’s obligations under this Section 11 will survive the Dissemination Agent’s resignation or removal and the payment of the Bonds. No person has any right to comm ence any action against the Dissemination Agent for any remedy other than sp ecific performance of this Certificate. The Dissemination Agent is not liable under any circumstances for monetary damages to any person for any breach under this Certificate.

SECTION 12. Beneficiaries. This Certificate i nures solely to the benefit of the City, the Dissemination Agent, the Participating Unde rwriter, and the Bondholders and Beneficial Owners from time to time of the Bonds, and it creates no rights in any other person or entity.

SECTION 13. Merger. Any person succeedin g to all or substantially all of the Dissemination Agent’s business will be the successor Dissemination Agent without the filing of any paper or any further act.

SECTION 14. Effective Date. Th is Certificate is executed as of the date and year first set forth above.

CITY OF SACRAMENTO
By:

J o h n P . C o l v i l l e J r . , C i t y T r e a s u r e r

Stradling Yocca Carlson & Rauth
Draft dated August 5, 2025

4925-8197-4349v8/022536-0037
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 them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY OFFICIAL STATEMENT DATED ___________, 2025
NEW ISSUE - BOOK-ENTRY ONLY RATINGS:

Moody’s: “__”
Standard & Poor’s: “___”
(See “RATINGS” herein)
In the opinion of Orrick, Herrington & Sutc liffe LLP, Bond Counsel to the Authority, ba sed upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accura cy of certain representations and compli ance with certain covenants, interest on the 2025 Bonds is excluded from gr oss income for federal income tax purposes under Section 103 o f the Internal Revenue Code of 1986 and is exempt from Stat e of California personal income taxes. In the further opinion of Bond Counsel, int erest on the 2025 Bonds is not a specific preference item for purposes of the fe deral individual alternative minimum tax. Bond Counsel obse rves that interest on the 2025 Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corp orate alternative minimum tax. Bond Counsel expresses no opinion regarding any othe r tax consequences related to the ownership or disposition of , or the amount, accrual or receipt of interest on, the 2025 Bonds. See “TAX MATTERS.” $___________*

SACRAMENTO CITY FINANCING AUTHORITY
2025 REFUNDING REVENUE BONDS (MASTER LEASE PROGRAM FACILITIES) Dated: Date of Delivery Due: December 1, as shown on inside cover This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Of ficial Statement to obtain info rmation essential to the making of an informed investment decision. Capitalized terms used on this cover page and not otherwise defined shall have the meanings set forth herein.

The 2025 Refunding Revenue B onds (Master Lease Program Facilities) (the “ 2025 Bonds”) are being issued by the Sacramento City Financing Authority (the “ Authority”) for the purpose of providing funds to (i) refund the Authority’s outstanding 2015 Refunding Revenue Bonds (Master Lease Program Facilities) (the “ 2015 Bonds ”), and (ii) pay costs of issuance of the 2025 Bonds. See “THE PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF FUNDS” herein.

The 2025 Bonds are being issued pursuant to an I ndenture, dated as of September 1, 2025 (the “ 2025 Indenture ”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “ Trustee”). The 2025 Bonds are limited obligations of the Authority and are payable primarily from Revenues, which consist pr imarily of 2025 Base Rental Payments paid by the City of Sac ramento (the “City”) under a Twelfth Amendment to Master Project Lease as descri bed herein, and certain amounts on deposit with the Trustee (toge ther with certain investment earnings). See “SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS” herein. The City’s obligation to make Base Rental Payments, including the 2025 Base Rental Payments, under the Master Pr oject Lease (as defined herein) is subje ct to abatement during any period in which, by reason of material damage or destruction or condemnation, there is substantial interference with the use and possession by the City of any portion of the Master Leased Project (as defined herein). See “SECURITY AND SOURCES OF PAYME NT FOR THE 2025 BONDS — Abatement” herein.

The 2025 Bonds are issued as fully registered bonds in denominati ons of $5,000 or any integral mu ltiple thereof and, when issue d, will be registered in the name of Cede & Co., as nomin ee of The Depository Trust Comp any, New York, New York (“ DTC”). DTC will act as securities depository for the 2025 Bonds. Individual purchases of the 2025 Bonds will be made in book-entry form only. Intere st on the 2025 Bonds is payable on June 1 and December 1 of each year, commencing on December 1, 2025. Payments of principal, premium, if any and interest on the 2025 Bonds will be paid by the Trustee to DTC which is oblig ated in turn to remit such principal, premium, if a ny, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2025 Bonds. [The 2025 Bonds are subject to optional and extraordinary redemption prior to maturity as described herein.] THE 2025 BONDS ARE LIMITED OBLIGA TIONS OF THE AUTHORITY PAYABLE FROM AND SECURED AS TO THE PAYMENT THEREOF SOLELY FROM THE REVENUES AND THE OTHER FUNDS PR OVIDED IN THE 2025 INDENTURE FOR THEIR PAYMENT. THE 2025 BONDS ARE NOT A DEBT OF THE CITY OR THE STATE OF CALIFORNIA OR ANY PUBLIC

AGENCY THEREOF (OTHER THAN THE AUTHORITY), AND NEITHER THE CITY NOR THE STATE OF CALIFORNIA NOR ANY PUBLIC AGENCY THEREOF (OTHER THAN THE AUTHORITY) IS LIABLE THEREFOR.

Maturities and principal amounts of, and interest rates and yields on the 2025 Bonds are set forth on the inside cover.

The Authority may apply for a municipal bond insurance policy to insure the scheduled payment of debt service with respect to all or a portion of the 2025 Bonds. The Authority will determ ine whether to utilize bond insurance at the time of the sale of the 2025 Bonds, depending on market conditions and other factors The 2025 Bonds are offered when, as and if issued and received by the Underwriter, subject to the approval as to their validity by Orrick, Herrington & Sutcliffe LLP, Bond Coun sel to the Authority, and certain other conditions. Certain legal matters will be passed upon for the Authority and the City by the Sacramento City Attorney and Stradling Yocca Carlson & Rauth LLP, Disclosure Counsel to the C ity. Certain
legal matters will be passed upon for the Underwriter by Hawkins De lafield & Wood LLP. It is expected that the 2025 Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about September __,2025.

BofA Securities
Dated: September __, 2025

* Preliminary, subject to change.

4925-8197-4349v8/022536-0037
Maturity Schedule
$___________

SACRAMENTO CITY FINANCING AUTHORITY
2025 REFUNDING REVENUE BONDS (MASTER LEASE PROGRAM FACILITIES) Maturity Date
December 1 Amount Interest Rate Yield Price
CUSIP†
Number

† CUSIP® is a registered trademark of the American Bankers Associ ation. CUSIP data herein is provided by CUSIP Global Services ( CGS), which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. 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 have been a ssigned by an independent company not affiliated with the Authority or the City and are included solely for the convenience of the registered owners of the applicable 2025 Bonds. None of the Authority, the City or the Underwriter are responsible fo r the selection or uses of th ese CUSIP numbers, and no represen tation is made as to their correctness on the applicable 2025 Bonds or as included herein. The CUSIP number for a specific maturity is subject t o being changed after the issuance of the 2025 Bonds as a result of various subs equent actions including, but not limited to, a refunding in wh ole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the 2025 Bonds.

4925-8197-4349v8/022536-0037
All information for investors regarding the Authority, the City and the 2025 Bonds is contained in this Official Statement. While the City maintains an internet website for various purposes, none of the information on that website is intended to assist investors in making any investment decision or to provide any continuing information with respect to the 2025 Bonds or any other bonds or obligations of the City. No dealer, broker, salesperson or other person has been authorized by the Authority or the City to provide any information or to make any representations other than as contained herein and, if given or made, such other information or representation must not be relied upon as having been au thorized by the Authority or the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and the 2025 Bonds may not be sold by a person in any jurisdiction in which it is unlawful for that person to make such an offer, solicitation, or sale.

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

Statements in this Official Statement that involve estimates, forecasts, or matters of opinion, whether or not expressly so described herein, are intended solely as su ch and are not to be constr ued as a representation of facts.

The information set forth in this Official Statemen t has been obtained from the City and certain other sources. The information set forth in this Official Statement that has been obtained from third-party sources is believed to be reliable, but the Authority and the City do not guarantee its accuracy or completeness. The information and expressions of opinion are subject to change without notice; and neither delivery of this Official Statement nor any sale of the 2025 Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the City or in any matters expressed herein since the date of this Official Statement. All summaries of the 2025 I ndenture or other documents are made subject to the provisions of those documents and do not purport to be complete statements of any or all of those provisions.

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.” Certain statements included or incorporated by re ference in this Official Statement constitute “forward-looking statements.” Such statements are ge nerally identifiable by the terminology used, such as “plan,” “expect,” “estimate,” “budget,” and other similar words.

The achievement of certain results or other expectations contained in the forward-looking statements involves known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements described to be materially different from any future results, pe rformance, or achievements expressed or implied by the forward-looking statements. While the City has agreed to provide certain on- going financial and operating data for a limited time (see “CONTINUING DISCLOSURE” and Appendix F hereto), it does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations or the events, conditions, or circumstances on which statements are based change.

The 2025 Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption contained in that act. The 2025 Bonds have not been registered or qualified under the securities laws of any state.

4925-8197-4349v8/022536-0037

SACRAMENTO CITY FINANCING AUTHORITY

CITY OF SACRAMENTO
Authority Governing Board and City Council
Kevin McCarty – Authority Chair, Mayor
Karina Talamantes – Authority Board Member, Councilmember & Vice Mayor Eric Guerra – Authority Board Member, Councilmember & Mayor Pro Tem Lisa Kaplan – Authority Board Member, Councilmember
Roger Dickinson – Authority Board Member, Councilmember Phil Pluckebaum – Authority Board Member, Councilmember Caity Maple – Authority Board Member, Councilmember
Rick Jennings, II – Authority Board Member, Councilmember Mai Vang, Authority Board Member, Councilmember

Chief Authority and City Administrative Personnel
Leyne Milstein
Interim City Manager
John P. Colville Jr.

Authority Treasurer, City Treasurer
Susana Alcala Wood
Authority Legal Counsel, City Attorney
Pete Coletto
Authority Controller, City Finance Director
Mindy Cuppy
Authority Clerk, City Clerk

PROFESSIONAL SERVICES
Bond Counsel
Orrick, Herrington & Sutcliffe LLP
Disclosure Counsel
Stradling Yocca Carlson & Rauth LLP
Municipal Advisor
Fieldman, Rolapp & Associates, Inc.

Irvine, California
Trustee and Escrow Agent
The Bank of New York Mellon Trust Company, N.A.

Verification Agent
Robert Thomas CPA, LLC
Minneapolis, Minnesota

i
4925-8197-4349v8/022536-0037

TABLE OF CONTENTS
Page
INTRODUCTION ................................................................................................................................................ 1 Purpose ............................................................................................................................................................. 1 Authority for Issuance ...................................................................................................................................... 1 The City of Sacramento .................................................................................................................................... 1 The Authority ................................................................................................................................................... 1 Security for the 2025 Bonds ............................................................................................................................. 2 The Program Obligation and the Master Project Lease .................................................................................... 2 Other Obligations Secured by Master Project Lease ........................................................................................ 2 Abatement ..................................................................................................................... ................................... 2 The Master Site Lease ...................................................................................................................................... 2 Additional Master Lease Bonds ....................................................................................................................... 3 Potential Bond Insurance .................................................................................................................................. 3 Continuing Disclosure ...................................................................................................................................... 3 Certain Risk Factors ......................................................................................................................................... 3 Other Matters .................................................................................................................................................... 3 THE PLAN OF REFUNDING ............................................................................................................................. 3 ESTIMATED SOURCES AND USES OF FUNDS ............................................................................................ 5 THE 2025 BONDS ............................................................................................................................................... 5 General ............................................................................................................................................................. 5 Redemption .................................................................................................................... .................................. 5 Book-Entry System ............................................................................................................. ............................. 7 DEBT SERVICE SCHEDULES .......................................................................................................................... 7 SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS ........................................................... 8 Pledge Under the 2025 Indenture ..................................................................................................................... 8 Master Project Lease ........................................................................................................................................ 8 THE MASTER LEASED PROJECT ................................................................................................................. 11 THE AUTHORITY ............................................................................................................................................ 11 THE CITY .......................................................................................................................................................... 12 CITY FINANCIAL INFORMATION ................................................................................................................ 12 CITY FINANCIAL PRESSURES ...................................................................................................................... 12

CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES, REVENUES, AND APPROPRIATIONS ........................................................................................................................................... 12 Article XIIIA of the State Constitution .......................................................................................................... 13 Article XIIB of the State Constitution ............................................................................................................ 13 Articles XIIIC and XIIID of the State Constitution ........................................................................................ 14 Proposition 1A ................................................................................................................................................ 15 Proposition 22 ................................................................................................................................................. 15 Proposition 64 ................................................................................................................................................. 16 Future Initiatives ............................................................................................................................................. 16 RISK FACTORS ................................................................................................................................................ 16 General ........................................................................................................................................................... 16 Base Rental Payments Are Not Debt .............................................................................................................. 16 Valid and Binding Covenant to Budget and Appropriate ............................................................................... 17 Abatement ..................................................................................................................... ................................. 17 Limited Recourse on Default; Re-Letting of Master Leased Project ............................................................. 17 Risk of Uninsured Loss .................................................................................................................................. 18 Risks Associated with Bond Insurance .......................................................................................................... 18 Natural Disasters ............................................................................................................................................ 19 Climate Change .............................................................................................................................................. 20 Eminent Domain ............................................................................................................................................. 21

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Hazardous Substances .................................................................................................................................... 21 Bankruptcy ..................................................................................................................................................... 21 Limitations on Remedies ................................................................................................................................ 22 Potential Impacts from Federal and State Policies ......................................................................................... 22 Cybersecurity .................................................................................................................................................. 23 Litigation ........................................................................................................................................................ 23 No Acceleration .............................................................................................................................................. 24 No Liability of Authority to the Holders ........................................................................................................ 24 Limited Secondary Market ............................................................................................................................. 24 Changes in Law .............................................................................................................................................. 24 CERTAIN LEGAL MATTERS ......................................................................................................... ................ 24 CONTINUING DISCLOSURE .......................................................................................................................... 24 LITIGATION .................................................................................................................... ................................. 25 TAX MATTERS.................................................................................................................... ............................. 25 VERIFICATION OF MATHEMATICAL ACCURACY .................................................................................. 27 RATINGS ........................................................................................................................................................... 27 AUDITED FINANCIAL STATEMENTS ......................................................................................................... 27 MUNICIPAL ADVISOR ............................................................................................................. ...................... 27 UNDERWRITING ............................................................................................................................................. 28 EXECUTION AND DELIVERY ....................................................................................................................... 28

APPENDIX A – GENERAL INFORMATION REGARDING THE CITY OF SACRAMENTO ............... A-1 APPENDIX B – CITY OF SACRAMENTO ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE YEAR ENDED JUNE 30, 2024 ........................................................................ B-1 APPENDIX C – THE MASTER LEASED PROJECT ................................................................................. C-1 APPENDIX D – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS .................................................... D-1 APPENDIX E – PROPOSED FORM OF BOND COUNSEL OPINION ..................................................... E-1 APPENDIX F – FORM OF CONTINUI NG DISCLOSURE CERTIFICATE .............................................. F-1 APPENDIX G – BOOK ENTRY ONLY SYSTEM ...................................................................................... G-1

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OFFICIAL STATEMENT
$___________*

SACRAMENTO CITY FINANCING AUTHORITY
2025 REFUNDING REVENUE BONDS (MASTER LEASE PROGRAM FACILITIES)

INTRODUCTION
This introduction contains only a brief summary of certain of the terms of the 2025 Bonds (defined below) being offered and a brief description of the Official Statement (which includes the cover page and Appendices hereto). All statements in this introduction are qualified in their entirety by reference to the entire Official Statement. References to, and summaries of, provisions of the Constitution and laws of the State of California (the “ State”) and any documents referred to herein do not purport to be complete, and those references are qualified in their entirety by reference to the complete provisions. Capitalized terms used in this Official Statement and not defined elsewhere herein have the meanings given them in the 2025 Indenture or the Master Project Lease (as each term is de fined below). See APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS.”
Purpose
The purpose of this Official Statement, including the cover page and Appendices hereto, is to provide certain information concerning the issuance by th e Sacramento City Financing Authority (the “ Authority”) of its 2025 Refunding Revenue Bonds (Master Lease Program Facilities) (the “ 2025 Bonds”) in the aggregate principal amount of $___________
*. The 2025 Bonds are being issued to provide funds to (a) refund the Authority’s outstanding 2015 Refunding Revenue Bo nds (Master Lease Program Facilities) (the “ 2015 Bonds”), and (b) pay costs of issuance of the 2025 Bonds.

See “THE PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF FUNDS” herein.

Authority for Issuance
The 2025 Bonds are being issued under the State’s Marks Roos Local Bond Pooling Act of 1985 (Government Code §§ 6584–6599.3) (the “Marks Roos Act”) and an Indenture, dated as of September 1, 2025 (the “2025 Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee”). The City of Sacramento (the “ City”) will enter into the Twelfth Amendment to Master Project Lease (as desc ribed herein) under and in accordance with its charter, applicable laws of the State and the resolutions of the City and the Authority.

The City of Sacramento
The City is a municipal corporation and charter city of the State. See “THE CITY,” “CITY FINANCIAL INFORMATION,” “CITY FINANCIAL PRESSURES,” and APPENDIX A — “GENERAL INFORMATION REGARDING THE CITY OF SACRAMENTO.”
The Authority
The Authority is a joint-exercise-of-powers authority organized under the laws of the State and is currently composed of the City and the Housing Authority of the City of Sacramento (the “ Housing

* Preliminary, subject to change.

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Authority”). The Authority was created primarily to provide financing of public capital improvements within the City and the purchase by the Authority of local obligations within the meaning of the Act.

Security for the 2025 Bonds
The 2025 Bonds are limited obligations of the Authority, payable solely from Revenues. Revenues generally consist of the 2025 Base Rental Payments paid by the City under the Program Obligation described below, all moneys in the funds and accounts under the 2025 Indenture (other than the Rebate Fund), and all investment income with respect to any money held by the Trustee (other than moneys on deposit in the Rebate Fund). See “SECURITY AND SOURCES OF PAYMEN T FOR THE 2025 BONDS — Pledge Under the 2025 Indenture.”
The Program Obligation and the Master Project Lease
The Program Obligation, payment of which secures repayment of the 2025 Bonds, consists of a Twelfth Amendment to Master Project Lease, dated as of September 1, 2025 (the “ Twelfth Amendment”), between the Authority and the City. The Twelfth Ame ndment amends a Master Project Lease, dated as of December 1, 1999, as amended (the “ Master Project Lease ”), between the Authority and the City, under which the City leases various real properties and improvements thereon from the Authority (the “ Master Leased Project”). See APPENDIX C — “THE MASTER LEA SED PROJECT.” The Twelfth Amendment requires the City to make scheduled base rental payments (the “ 2025 Base Rental Payments ”) as part of the aggregate payments required to be made by the City to the Authority under the Master Project Lease (the “Base Rental Payments”). The 2025 Base Rental Payments are calculated to be equal to the scheduled debt service on the 2025 Bonds.

Other Obligations Secured by Master Project Lease
The Base Rental Payments under the Master Project Lease secure several series of bonds issued by the Authority, as listed in the table appearing unde r the heading “SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS — Master Project Lease — General.” Each series of bonds secured by Base Rental Payments, including the 2025 Bonds, is referred to herein as “ Master Lease Bonds.” All of the Base Rental Payments are payable on June 1 and December 1, and, except to the extent Base Rental Payments are abated under the Master Project Lease, the failure of the Ci ty to pay any Base Rental Payments when due will constitute an Event of Default under the Master Project Lease.

Abatement
Base Rental Payments, including the 2025 Base Rental Payments, may be abated during any period in which, by reason of material damage or destruction or condemnation, there is substantial interference with the use and possession by the City of the Master Leased Project. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS — Master Projec t Lease,” “RISK FACTORS — Abatement” and APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOC UMENTS — The Master Project Lease” for a discussion of certain provisions of the Master Project Lease.

The Master Site Lease
The real properties leased by the Authority to the City under the Master Project Lease are leased to the Authority by the City pursuant to a Master Site Leas e, dated as of December 1, 1999, as amended (the “Master Site Lease ”). The property leased by the City to the Authority under the Master Site Lease constitutes the “Master Site.”

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Additional Master Lease Bonds
As described herein, the Master Project Lease secu res several series of outstanding Master Lease Bonds. The Authority may not issue additional bonds under the 2025 Indenture. However, the City may, under the terms of the Master Project Lease, enter into additional amendments to the Master Project Lease to secure additional Master Lease Bonds that are issu ed under separate indentures. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS — Master Project Lease — General” and APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUM ENTS — The Master Project Lease.” Potential Bond Insurance
The Authority may apply for a municipal bond insurance policy to insure the scheduled payment of debt service with respect to all or a portion of the 2025 Bonds. The Authority will determine whether to utilize bond insurance at the time of the sale of the 2025 Bonds, depending on market conditions and other factors.

See “RISK FACTORS — Risks Associ ated with Bond Insurance.” Continuing Disclosure
The City has covenanted for the benefit of the Ho lders and Beneficial Owners of the 2025 Bonds to provide certain financial information and operating data by not later than the end of the ninth month following the end of the City’s Fiscal Year (w hich, as of the date of this Offici al Statement, is June 30) (the “ Annual Report”), commencing with the Annual Report for Fiscal Year 2024-25, and to provide notices of the occurrence of certain enumerated events. The Annual Report and notices of the enumerated events will be filed by the City with the Municipal Securities Rulemaking Board through its EMMA website. The specific nature of the information to be contained in the Annual Re port and the notice of enumerated events is set forth in APPENDIX F — “FORM OF CONTINUING DISCLOSURE CERTIFICATE” hereto. This covenant has been made in order to assist the underwriter of the 2025 Bonds (the “ Underwriter”) in complying with S.E.C.

Rule 15c2-12(b)(5). See “CONTIN UING DISCLOSURE” for additional in formation, including information regarding the City’s history of compliance with previous continuing disclosure undertakings.

Certain Risk Factors
See “RISK FACTORS” for a description of certain ri sks associated with an investment in the 2025 Bonds.

Other Matters
Copies of the 2025 Indenture, the Master Site Leas e, and the Master Project Lease will be available for inspection at the City’s offices in Sacramento, California, and will be available from the Trustee upon request after payment of duplication costs.

THE PLAN OF REFUNDING
A portion of the proceeds of the 2025 Bonds, together with certain funds of the City, are expected to be applied to the refunding and defeasance of the 2015 Bonds, as more particularly set forth in the following table.

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Sacramento City Financing Authority
2015 Revenue Refunding Bonds (Master Lease Program Facilities) Maturity
Date
(December 1) CUSIP†
Principal
Amount
Outstanding
of 2015 Bonds Interest Rate
2025* 785849WG1 $ 6,800,000 5.000%
2026 785849WH9 7,155,000 5.000
2027 785849WJ5 2,145,000 3.000
2027 785849WZ9 5,360,000 5.000
2028 785849WK2 7,855,000 5.000
2029 785849WL0 8,190,000 3.375
2030 785849WM8 4,395,000 5.000
2031 785849WN6 4,610,000 5.000
2032 785849WP1 4,385,000 5.000
2033 785849WQ9 4,600,000 5.000
2034 785849WR7 4,575,000 5.000
2035 785849WS5 4,800,000 5.000
2036 785849WT3 5,020,000

4.000
Total $ 69,890,000

* To be paid at maturity.

Under an escrow agreement relating to the 2015 Bonds, dated as of September 1, 2025 (the “ Escrow Agreement”), between the Authority and The Bank of New Yo rk Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), a portion of the proceeds of the 2025 Bonds, together with certain funds of the City, will be deposited into an escrow account established thereunder and will be held by the Escrow Agent.

Amounts deposited into the escrow account will either be held in cash or applied to purchase certain direct noncallable United States Treasury obligations, the principal of and interest on which will be sufficient, together with moneys on deposit in the escrow account, to pay the regularly scheduled principal of, and interest on, the 2015 Bonds on December 1, 2025, and redeem the remaining outstanding 2015 Bonds on such date at a redemption price equal to the principal amount thereof to be redeemed, without premium. Upon the deposit, the 2015 Bonds will no longer be deemed to be outstandi ng except as to the rights of the owners of the 2015 Bonds to receive payments from the applicable escrow account held under the Escr ow Agreement. Amounts on deposit under the Escrow Agreement will not be available for payment of the 2025 Bonds.

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ESTIMATED SOURCES AND USES OF FUNDS
The estimated sources and uses of funds for the 2025 Bonds are set forth in the table below.

Sources:

Principal Amount $
Net Original Issue Premium/Discount
City Contribution
Total Sources $

Uses:

Deposit to Escrow Account $
Costs of Issuance
(1)
Total Uses $

(1) Includes fees of Bond Counsel, Disclosure Counsel, the Muni cipal Advisor, and the Truste e; the Underwriter’s discount; consulting fees; rating agency fees; printing costs; and certain miscellaneous expenses.

THE 2025 BONDS
General
The 2025 Bonds will be dated the date of their delivery and will bear interest from such date at the rates per annum set forth on the inside cover page hereof, payable on December 1, 2025, and semi-annually thereafter on each June 1 and December 1. Interest on the 2025 Bonds will be calculated on the basis of a 360- day year of twelve 30-day calendar months.

The 2025 Bonds will be delivered in fully registered form only and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“ DTC”).

DTC will act as securities depository for the 2025 Bonds. Ownership interests in the 2025 Bonds may be purchased in book-entry form only, in denominations of $5, 000 or any integral multiple thereof. Payments of principal, premium (if any), and interest on the 2025 Bonds will be paid by the Trustee to DTC, which is obligated in turn to remit the principal, premium (if any), and interest on the 2025 Bonds to its DTC Participants for subsequent disbursement to the beneficial owners of the 2025 Bonds. So long as Cede & Co. is the registered owner of the 2025 Bonds, as nominee of DTC, references herein to the Holders of the 2025 Bonds refer to Cede & Co. rather than the beneficial owners of th e 2025 Bonds. See APPENDIX G — “BOOK ENTRY ONLY SYSTEM” herein for a further description of DTC and its book-entry system.

Redemption
Optional Redemption.
* The 2025 Bonds maturing on or before December 1, [2035] are not subject to optional redemption before maturity. The 2025 Bonds ma turing on or after December 1, [2036], are subject to optional redemption by the Authority before their stated maturity dates as a whole or in part on any date on or after December 1, [2035], from any source of availabl e funds, upon notice as provided in the 2025 Indenture, at a redemption price equal to the principal amount of the 2025 Bonds or portions thereof called for redemption, together with accrued inte rest thereon to the date fixed fo r redemption, without a redemption premium.

Extraordinary Redemption. The 2025 Bonds are subject to extr aordinary redemption in part by the Authority on any date before their stated maturity dates in integral multiples of $5,000 principal amount so that the annual amounts of the interest and principal of the 2025 Bonds that are allocable to the payment of the 2025 Base Rental Payments and are payable after the redemption date will be as nearly proportional as

* Preliminary, subject to change.

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practicable to the annual amounts of the interest and principal then payable on all Master Lease Bonds then Outstanding that are payable from the Base Rental Payments, from prepaid Base Rental Payments made by the City from eminent-domain proceeds or net insurance pr oceeds received under the Master Project Lease, under the circumstances and upon the conditions and terms prescr ibed therein, upon notice as provided in the 2025 Indenture, at a redemption price equal to the principal amount of the 2025 Bonds or portions thereof called for redemption, together with accrued inte rest thereon to the date fixed fo r redemption, without a redemption premium.

Selection of Bonds for Redemption . If less than all the 2025 Bonds ar e to be redeemed at the option of the Authority at any one time, the Treasurer shall select the maturity date or dates of the 2025 Bonds to be redeemed, and if less than al l the 2025 Bonds of any one maturity date are to be redeemed by the Authority at any one time, the Trustee shall select the Bonds or portio ns thereof of the maturity date to be redeemed in integral multiples of $5,000 in any manner that it deems appropriate.

Notice of Redemption. The Trustee will mail a notice of redemption by first-class mail, not less than 20 nor more than 60 days before the redemption date, to the Holders of all 2025 Bonds selected for redemption in whole or in part and electronically to DTC, subject to the following: neither failure to receive any notice nor any immaterial defect contained therein will affect the sufficiency or validity of the proceedings for redemption; and any notice of redemption may be cancelled and annulled by a Written Request of the Authority given to the Trustee at least two days before the date fixed for redemption, whereupon the Trustee will forthwith give appropriate notice of the cancellation and annulment to all the recipients of the notice of redemption. The notice of redemption will state the date of the notice, the name of the 2025 Bonds to be redeemed, the date of issue of the 2025 Bonds to be redeemed, the date fixed for the redemption of the 2025 Bonds to be redeemed, the redemption price of the 2025 Bonds to be redeemed, the place of redemption of the 2025 Bonds to be redeemed, the CUSIP number of the maturity or maturities of the 2025 Bonds to be redeemed and (if less than all the 2025 Bonds of any one maturity date are to be redeemed) the numbers of the 2025 Bonds of the maturity date to be redeemed and, in the case of 2025 Bonds to be redeemed in part only, the portions of the principal amount thereof to be redeemed. The notice of redemption will also give notice that further interest on the 2025 Bonds to be redeemed or the portions thereof to be redeemed will not accrue from and after the date fixed for redemption, and that the Trustee will require that the 2025 Bonds to be redeemed be surrendered for payment of the redemption price thereof. If any 2025 Bond so chosen for redemption is not to be redeemed in whole, then the notice will also state that the 2025 Bond is to be redeemed in part only and that upon presentation of the 2025 Bond for redemption there will be issued in lieu of the unredeemed portion of the principal thereof a new 2025 Bo nd or 2025 Bonds of the same maturity date of authorized denominations equal in aggregate principa l amount to the unredeemed portion of the 2025 Bond surrendered.

With respect to any notice of optional redemption of 2025 Bonds, unless, upon the giving of notice of redemption, the 2025 Bonds to be redeemed have been deemed to have been paid within the meaning of the 2025 Indenture, the notice will state that the redemption will be conditional upon the receipt by the Trustee on or before the date fixed for redemption of amounts sufficient to pay the principal of, and premium, if any, and interest on, the 2025 Bonds to be redeemed, and that if those amounts have not been so received the notice will be of no force and effect and the Authority will not be required to redeem the 2025 Bonds called for redemption. If any such notice of optional redemption contains such a condition and such amounts are not so received, the redemption will not be made and the Truste e will within a reasonable time thereafter give notice to the Holders of the 2025 Bonds called for redemption to the effect that the amounts were not so received and the redemption was not made, the notice to be given by the Trustee in the manner in which the notice of redemption was given. The failure to redeem 2025 Bonds subject to a conditional notice of optional redemption will not constitute an Event of Default under the Indenture.

Effect of Redemption . If a notice of redemption has been duly given and not cancelled as aforesaid and money for the payment of the redemption price of the 2025 Bonds or the portions thereof called for redemption is held by the Trustee, then on the date fixed for redemption designated in the notice, the 2025

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Bonds or such portions thereof will become due and payable, and from and after the date so designated interest on the 2025 Bonds or the portions thereof so called for redemption will cease to accrue, and the Holders of the 2025 Bonds or the portions thereof will have no rights in respect thereof except to receive payment of the redemption price thereof.

Book-Entry System
DTC will act as securities depository for the 2025 Bonds, and the 2025 Bonds will be registered in the name of Cede & Co. (DTC’s nominee). One fully-regist ered bond certificate will be issued for each maturity of the 2025 Bonds, in each case in the aggregate principal amount of the maturity of the 2025 Bonds, and will be deposited with DTC. So long as Cede & Co. is the register ed owner of the 2025 Bonds, references herein to the Holders of the 2025 Bonds are references to Cede & Co. and do not refer to the actual purchasers (the “Beneficial Owners”) of the 2025 Bonds. The Auth ority and the City do not give any assurances that DTC, its Participants, or others wi ll distribute payments with respect to the 2025 Bonds or notices concerning the 2025 Bonds to the Beneficial Owners thereof or that DTC will serve and act in the manner described in this Official Statement.

See Appendix G for a further description of DTC and its book-entry system. The information presented therein is based solely on information prov ided by DTC, and no representation is made by the Authority and the City concerning the accuracy thereof.

DEBT SERVICE SCHEDULES
The following table shows the debt service sc hedule on the outstanding Master Lease Bonds (including the 2015 Bonds to be refunded) and the 2025 Bonds. The debt service on the outstanding Master Lease Bonds in the table below will be updated in the final Official Statement to reflect the refunding of the 2015 Bonds. See “THE PLAN OF REFUNDING” above.

Debt Service on
Outstanding 2025 Bonds(2)
Aggregate
Annual
Period Ending
June 30 Master Lease Bonds (1) Principal Interest Debt Service 2026 $33,863,519.27
2027 33,861,397.02
2028 33,866,906.02
2029 33,948,416.52
2030 33,943,735.76
2031 29,891,227.25
2032 29,884,106.00
2033 29,431,311.50
2034 12,909,726.00
2035 9,022,627.50
2036 9,001,793.00
2037 8,992,824.00
Total $298,617,589.84

(1) Includes debt service on the 2015 Bonds , the 2006 Taxable Capital Improvement Revenue Bonds, Series B (Community Reinvestment Capital Impr ovement Program) and 2006 Refunding Revenue Bonds, Series E (Master Lease Program Facilities).

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SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS
Pledge Under the 2025 Indenture
Under the 2025 Indenture, to secure the payment of principal and redemption price of and interest on the 2025 Bonds, the Authority has pledged and grants to the Trustee a security interest in and lien on, all of its right, title, and interest, in, to, and under (a) all of the Revenues, (b) each fund and each account established under the 2025 Indenture (except the Rebate Fund) and all moneys, instruments, securities, investment property and other property (including proceeds of the sa le of the 2025 Bonds) on deposit in or credited to any such fund or account (except the Rebate Fund), (c) the Program Obligation (excluding the Trustee’s right to receive 2025 Additional Rental Payments) and (d) a ll proceeds of the foregoing (collectively, the “ Trust Estate”).

Under the 2025 Indenture, “ Revenues” is defined as (a) all Program Obligation Payments, including all amounts realized upon the enforcement of the Program Obligation Payments due under the Program Obligation, all collections on and proceeds of the Pr ogram Obligation Payments, and all amounts paid or received on account of or with respect to the Progra m Obligation Payments; and (b) all investment income with respect to any money held in the accounts and funds established hereunder (except the Rebate Fund).

Under the 2025 Indenture, the payment of the interest on, and principal of, the 2025 Bonds as and when they become due in accordance with the terms thereof, are secured by a first priority pledge, lien and security interest on the Trust Estate. “Program Obligation Payments” means the 2025 Base Rental Payments paid by the City under the Twelfth Amendment to Master Project Lease. “ Program Obligation” means the Twelfth Amendment to Master Project Lease.

The 2025 Bonds are limited obligations of the Authority, secured as to the payment of the principal thereof and the interest thereon solely from the Trust Estate. The 2025 Bonds are not a debt of the City or the State or any public agency thereof (other than the Authority), and neither the City nor the State nor any public agency thereof (other than the Authority) is liable therefor.

Master Project Lease
General. The Program Obligation to be acquired by the Authority with the proceeds of the 2025 Bonds consists of the Twelfth Amendmen t to Master Project Lease. Set forth below is a brief description of the Master Project Lease as amended thereby. For a mo re complete description of the provisions of these documents, see APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” herein.

Under the Master Project Lease, th e Authority has leased to the City the Master Leased Project, and the City has agreed to pay the Base Rental Payments, including the 2025 Base Rental Payments, on the terms and conditions set forth in the Master Project Lease. Under the Twelfth Amendment to Master Project Lease, the 2025 Base Rental Payments constitute Base Rental Payments under the Master Project Lease. All Base Rental Payments (including the 2025 Base Rental Pa yments) are payable on June 1 and December 1; and, except to the extent Base Rental Payments are abated u nder the Master Project Lease, the failure of the City to pay any Base Rental Payments when due will constitute an Event of Default under the Master Project Lease.

The Master Leased Project is described generally below under “— Master Leased Project” and in APPENDIX C — “THE MASTER LEASED PROJECT.”
After the refunding of the 2015 Bonds as described herein, Base Rental Payments under the Master Project Lease will secure the 2025 Bonds and the Authority’s 2006 Taxable Capital Improvement Revenue Bonds, Series B (Community Reinvestment Capital Improvement Program) outstanding in the principal amount of $33,490,000 and 2006 Refunding Revenue Bonds, Series E (Master Lease Program Facilities) outstanding in the principal amount of $133,580,000 . See “— Base Rental Payments” and “PLAN OF REFUNDING.” Under the terms of the Master Project L ease, the City may enter in to additional amendments

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to the Master Project Lease to secure additional Mast er Lease Bonds issued under separate indentures. See APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — The Master Project Lease.” Base Rental Payments. Under the Master Project Lease, the Ci ty has agreed to pay to the Authority, as rental for the use and occupancy of the Master Leased Project, Base Rental Payments in amounts sufficient to pay debt service on the 2025 Bonds and the allocable portion of any other Master Lease Bonds payable from Base Rental Payments.

Covenant to Appropriate . Under the Master Project Lease, the City has covenanted to take such action as may be necessary to include all Base Rental Payments (including the 2025 Base Rental Payments) and any Additional Rental Payments due under the Master Project Lease in its annual budgets and to make the necessary annual appropriations for all such rental payments, except that Base Rental Payments may be abated as provided in the Master Project Lease. The City has agreed under the Master Project Lease to furnish to the Trustee, within 90 days after the final adoption of each annual budget of the City, a certification that the annual budget of the City contains the n ecessary annual appropriations. Se e “RISK FACTORS — Abatement” and APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — The Master Project Lease — Annual Budgets; Reporting Requirements” herein.

Master Leased Project . The property that comprises the Mast er Leased Project has been selected from an inventory of City-owned property. The City has obligated itself under the Master Project Lease to maintain not less than 50% of the pool of assets composing the Master Leased Project as assets identified as “Essential Assets.” “Essential Assets” is defined in the Master Project Lease as assets necessary to provide municipal services related to the health, safety, and welf are of the citizens of the City. The definition of “Essential Assets ” includes, among other things, police, fire protection, transportation, solid waste, animal control, communication, infrastructure, city cemetery, parking, tree maintenance, and City support and administrative facilities and utilities. Assets excluded from the definition of “Essential Assets” are assets used for leisure or cultural activities including City-owned parks, zoos, open space, golf courses, libraries, museums, and learning centers. For a description of the assets that will be leased under the Master Site Lease and the Master Project Lease as of the date of issuance of the 2025 Bonds, see APPENDIX C — “THE MASTER LEASED PROJECT” herein.

Additional Master Lease Bonds; Amendments to Ma ster Project Lease and Master Leased Project.

The Master Project Lease secures several series of ou tstanding Master Lease Bonds. The Authority may not issue additional bonds under the 2025 Indenture. However, the City may, under the terms of the Master Project Lease, enter into additional am endments to the Master Project Lease to secure additional Master Lease Bonds issued under separate indentures, as described below. See APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — The Master Project Lease.” The Master Project Lease may be amended to add additional property to the Master Leased Project leased under the Master Project Lease to enable the City to secure the payment of additional bonds of the Authority payable from additional Base Rental Payments. See APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — The Master Project Lease — Addition or Deletion of Portions of the Project” herein.

The City may amend the Master Project Lease to add, delete, or substitute any real property composing the Master Leased Project upon delivery of the following (among other things) to any bond insurer then insuring any of the Master Lease Bonds, to the rating agencies then rating any related Master Lease Bonds (including the 2025 Bonds), and to the Trustee: a certificate of the City evidencing (a) that the fair annual rental value of the Master Leased Project after the amen dment will be at least equal to 125% of the maximum amount of Base Rental Payments becoming due in the then current or in any subsequent year ending on December 1; (b) that the Master Leased Project will be composed of at least 50% “Essential Assets” after the amendment; (c) that the amendment will not adversely affect the City’s use and occupancy of the Master Leased Project for the purposes intended; and (d) that the useful life of the Master Leased Project after the amendment will equal or exceed the remaining term of all of the Master Lease Bonds (including the 2025

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Bonds). See APPENDIX D — “SUMMARY OF PR INCIPAL LEGAL DOCUMENTS — Master Project Lease — Addition or Deletion of Portions of the Project” herein.

Abatement. During any period in which, by reason of material damage or destruction or condemnation, there is substantial interference with the use and possession by the City of any portion of the Master Leased Project, the interference will first be a llocated to the portion (if any) of the Master Leased Project usable by the City that was not financed or refi nanced with the proceeds of any Master Lease Bonds, and thereafter Base Rental Payments due under the Master Project Lease will be abated proportionately by the fractional amount that the cost of the portion of the Ma ster Leased Project financed or refinanced with the proceeds of any Master Lease Bonds damaged or destr oyed or condemned bears to the entire cost of the Master Leased Project financed or refinanced with th e proceeds of the Master Le ased Bonds. The foregoing calculation will be made by the City and set forth in writing to the Authority, the Trustee, any bond insurer then insuring any Master Lease Bonds, and the rating agencies then rating any Master Lease Bonds (including the 2025 Bonds). See “RISK FACTORS — Abatement” and APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — The Master Pr oject Lease — Rental Abatement” herein.

Under the Master Project Lease, if Base Rental Payments due under the Master Project Lease are abated (in whole or in part), the City and the Authority have agreed to use their best efforts (to the extent then permitted by law) to substitute in place of the damaged, destroyed, or condemned real property, consistent with the limitations contained in the Master Project Leas e (as described under “Master Leased Project” above), other real property and improvem ents of the City. See APPEND IX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — The Master Project Lease — Subs titution of Portions of the Project” herein.

Other Covenants of the City . Under the Master Project Lease, the City agrees that it will, at its own cost and expense, maintain, preserve and keep the Mast er Leased Project in good repair and working order, pay all taxes or other charges which may be levied upon the Master Leased Project, and maintain insurance on the Master Leased Project (either through commercial carriers or, to the extent permitted by the Master Project Lease, self insurance), including casualty insurance with respect to each portion of the Master Leased Project and use and occupancy insurance against loss, total or partial, of the use and occupancy of each portion of the Master Leased Project as a result of any of the hazards covered by the casualty insurance, in an amount sufficient to pay the proportionate share of the Base Rental Payments attributable to such portion of the Master Leased Project for the su cceeding twenty-four (24) month period. See APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — The Master Project Lease — Insurance” herein.

Damage, Destruction or Condemnation; Use of Net Proceeds. The Master Project Lease provides that if before the termination of the term of the Master Project Lease (a) any portion of the Master Leased Project is destroyed or is damaged by fire or other casu alty or (b) title to, or the temporary use of, any portion of the Master Leased Project or the estate of the Authority or the City in a portion of the Master Leased Project is condemned by any governmental body or by any person or firm or corporation acting under governmental authority, then the Authority and the City will cause the net proceeds of any insurance payment or any condemnation award to be applied to the prompt repair, restoration, modification, improvement, or replacement of the damaged, destroyed, or condemned portion of the Master Leased Project, and any balance of the net proceeds remaining after the work has been completed will be paid to the City, subject to the following: if insurance or condemnation award together with any other moneys then available for the purpose are at least sufficient to prepay that portion of the principal components of the Base Rental Payments due under the Master Project Lease that has been abated, th e City may elect (not later than 45 days after the damage, destruction, or condemnation) not to repair, restore, modify, improve, or replace the destroyed, damaged or condemned portion of the Master Leased Proj ect and thereupon will cause the proceeds to be used for the prepayment of the portion of the unpaid prin cipal components of the Base Rental Payments in accordance with the Master Project Lease. S ee APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — The Master Project Lease — Damage, De struction or Condemnation; Use of Net Proceeds” herein.

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Master Project Lease Not Debt . The obligations of the City un der the Master Project Lease do not constitute debt of the City within the meaning of any constitutional or statutory debt limitation and neither the full faith and credit nor the taxing power of the City or any agency or department thereof is pledged to the payment of the rental payments due under the Master Project Lease.

Events of Default; Remedies . The Master Project Lease sets fo rth specified events of default, including failure to pay any Base Rental Payment when due. The Master Project Lease also sets forth remedies available upon the occurrence and continuance of an event of default, including termination of the Master Project Lease, re-letting of the Master Leased Project, and the commencement of actions to enforce performance of the City’s obligations under the Ma ster Project Lease. See APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS — The Master Pr oject Lease — Default and Remedies” herein.

THE MASTER LEASED PROJECT
Certain information concerning the Master Leased Project is set forth in Appendix C. Essential Assets that are part of the Master Leased Pr oject include City Hall, fire stations, corporation yards for City vehicles and equipment, the sewage-treatment plant, a reservoir, parking lots and other properties and facilities. Non- Essential Assets which are part of th e Master Leased Project include the Memorial Auditorium, a golf course, parks, libraries, and other properties.

As described in “SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS — Master Leased Project,” the Master Project Lease requires sati sfaction of certain conditions in connection with the amendment of the Master Project Lease (including the Twelfth Amendment) for the purpose of issuing additional Master Lease Bonds. The Ma ster Project Lease also requires that the City provide a certification as to the fair-annual-rental value of the Master Leased Project in connection with any addition, deletion, or substitution of any real property composing the Master Leased Project, and it provides that the fair-annual- rental value of any portion of the Master Leased Project that has been made subject to the lien of the Master Project Lease may not be increased in excess of the valu e that was established at the time the portion of the Project first became subject to the lien of the Master Project Lease. The Master Project Lease does not require the preparation of a current appraisal of the Master Leased Project in connection with the issuance of additional Master Lease Bonds, including the 2025 Bonds.

The Master Project Lease may be amended in the fu ture to add additional property to the Master Leased Property to enable the City to secure the payment of additional Master Lease Bonds of the Authority payable from additional Base Rental Payments under the Master Project Lease. The City may also add, delete, or substitute assets under the Master Project Le ase. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS — The Master Project Lease” herein.

THE AUTHORITY
The Authority was established under a Joint Exercise of Powers Agreement dated October 1, 1989 (the “JPA Agreement ”), between the City and the Redevelopment Agency of the City of Sacramento (the “Redevelopment Agency”) in accordance with the State’s Joint Exercise of Powers Act (Government Code §§ 6600–6599.3). The Redevelopment Agency was subsequently dissolved under the State law, and the City, as successor agency (the “Successor Agency”), assumed the responsibilities of the Redevelopment Agency under the JPA Agreement. On July 13, 2015, the JPA Agreement was amended to provide for the substitution of the Housing Authority of the City as a member in place of the Successor Agency. The Sacramento City Council sits ex officio as the governing board of the Authority. The Authority was created primarily for the purpose of providing financing for public capital improvements within the City and the purchase by the Authority of local obligations within the meaning of the Act.

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THE CITY
The City is located at the confluence of the Sacramen to and American Rivers in the northern part of California’s Central Valley. The City is approximately 75 air miles northeast of San Francisco and benefits from a mild climate, with many days of sunshine each year and with daily average high temperatures ranging from 54º F in January to 92º F in July. The average elevation of the City is 25 feet above sea level.

The City was settled in the late 1830s and incorpor ated in 1849. In 1854, the City became the State capital, a position made permanent by the State’s Constitutional Convention in 1879. Today, State government employees and government-related activities contribute substantially to the City’s economy.

The City operates under a City Charter that curre ntly provides for an elected nine-member City Council including an elected Mayor. There are no other elected City officials. The City Council appoints the City Manager, the City Attorney, the City Clerk, and the City Treasurer to carry out its adopted policies. The City Council also appoints the City Auditor (who also serves the role of the Independent Budget Analyst) and the Director of the Office of Public Safety Accountability. The Mayor is the chairperson of the City Council, serves a four-year term, and is elected in at-large City elections. The other members of the City Council also serve four-year terms but are elected from one of eight districts.

The City provides a number of municipal services; including administration, police, fire, recreation, parking, public works, and utilities services such as water production and distribution, refuse collection, storm drainage, and maintenance.

CITY FINANCIAL INFORMATION
Certain financial, economic and demographic information regarding the City is in APPENDIX A — “GENERAL INFORMATION REGARDING THE CITY OF SACRAMENTO” and APPENDIX B — “CITY

OF SACRAMENTO COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED JUNE 30, 2024.” Each contains important information concerning the City and should be read in its entirety.

In particular, Appendix A describes certain factors that have affected the City’s financial condition in the past and that could materially affect its financial condition in future fiscal years, including variations in property tax growth rates, retirement and other labor costs. See also “CITY FINANCIAL PRESSURES.”

CITY FINANCIAL PRESSURES
In both Fiscal Years 2024-25 and 2025-26, the City utilized one-time revenue resources and other budget balancing measures to address the challenge in the growth of General Fund expenses outpacing General Fund revenues. Absent additional ongoing revenue sources, based on current estimates of revenue and expenditure growth, balancing future budgets may require expenditure reductions and further pursuit of one- time revenues. See APPENDIX A — “CITY FINANCES—The Five-Year Forecast.”

CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES, REVENUES, AND

APPROPRIATIONS
Following is a description of certain constitutional limitations on taxes and appropriations applicable to the City that affect many sources of funds for the City’s General Fund and therefore may affect the City’s obligation to make Base Rental Payments under the Mast er Project Lease. For a description of other factors relating to the revenues of the City, see A PPENDIX A — “GENERAL INFORMATION REGARDING THE CITY OF SACRAMENTO.”

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Article XIIIA of the State Constitution
Section 1(a) of Article XIIIA of the State Constitution limits the maximum ad valorem tax on real property to 1% of full cash value (as defined in Section 2 of Article X IIIA), to be collected by counties and apportioned according to law. Section 1(b) of Article XIIIA provides that the 1% limitation does not apply to ad valorem taxes to pay interest or redemption charges on (a) indebtedness approved by the voters before June 1, 1978, or (b) any bonded indebtedness for the ac quisition or improvement of r eal property approved on or after June 1, 1978, by two-thirds of the votes cast by the voters voting on the proposition. Section 2 of Article XIIIA defines “full cash value” to mean “the county asse ssor’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 inflation at a rate not to exceed 2% per year, or to reflect a reduction in the consumer price index or comparable data for the area under taxing jurisdiction or the full cash value may be reduced in the event of declining prop erty value caused by substantial damage, destruction, or other factors.

Legislation enacted by the State Legislature to implement Article XIIIA provides that, notwithstanding any other law, local agencies may not levy any ad valorem property tax except to pay debt service on indebtedness approved by the voters as described above.

The voters of the State subsequently approved various m easures that further am ended Article XIIIA.

One such amendment generally provides that the purchase or transfer of (a) real property between spouses or (b) the principal residence and the first $1,000,000 of the full cash value of other real property between parents and children, does not constitute a “purchase” or “change of ownership” triggering reassessment under Article XIIIA. This amen dment could serve to redu ce the property-tax revenue s of the City which are deposited to the City’s General Fund and a source of payment for the Base Rental Payments under the Master Project Lease. Other amendments permitted the State Legislature to allow persons over 55 or “severely disabled homeowners” who sell their residences and buy or build another of equal or lesser value within two years in the same county to transfer the old residence’s assessed value to the new residence.

In the November 1990 election, the voters approved the amendment of Article XIIIA to permit the State Legislature to exclude from the definition of “newly constructed” the construction or installation of seismic retrofitting improvements or improvements utilizing earthquake hazard mitigation technologies constructed or installed in existing buildings after November 6, 1990.

Article XIIIA has also been amende d to permit reduction of the “full cash value” base in the event of declining property values caused by damage, destruction, or other factors, provided that there would be no increase in the “full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster. See APPENDIX A — “GENERAL INFORMATION REGARDING THE CITY OF SACRAMENTO–CITY FINANCES — Propert y Taxation Within the City.” Article XIIB of the State Constitution
Article XIIIB of the State Constitu tion limits the annual appropriations of the State and of any city, county, school district, special district, authority or other political subdivision of the State to the appropriations limit for the prior fiscal year, as adjusted for changes in the cost of living, population and services for which the fiscal responsibility is shifted to or from the gove rnmental entity. The “base year” for establishing this appropriations limit is the Fiscal Year 1978-79. The a ppropriations limit may also be adjusted in emergency circumstances, subject to limitations.

Appropriations of an entity of local government subject to Article XIIIB generally include authorizations to expend during a Fis cal Year the “proceeds of taxes” levied by or for the entity, exclusive of certain State subventions, refunds of taxes, and benefit payments from retirement, unemployment-insurance, and disability-insurance funds. “Proceeds of taxes” include but are not limited to all tax revenues; certain State subventions received by the local governmental entity; and the proceeds to the local governmental entity from

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(a) regulatory licenses, user charges, and user fees (to th e extent that the proceeds exceed the cost of providing the service or regulation) and (b) the investment of tax revenues. Article XIIIB provides that if a governmental entity’s revenues in any year exceed the amounts permitted to be spent, the excess must be returned by revising tax rates or fee schedules over the subsequent two fiscal years.

Article XIIIB does not limit the appr opriation of moneys to pay debt service on indebtedness existing or authorized as of January 1, 1979, or for bonded indebtedness approved thereafter by a vote of the electors of the issuing entity at an election held for that purpose, or appropriations for certain other limited purposes.

Furthermore, Article XIIIB was amended in 1990 to exclude from the appropriations limit “all qualified capital outlay projects, as defined by the Legislature,” from pro ceeds of taxes. The Legislature has defined “qualified capital outlay project” to mean a fixed asset (including land and construction) with a useful life of 10 or more years and a value that equals or exce eds $100,000. As a result of this amendment, the appropriations to pay the lease payments on the City’s long-term General Fund lease obligations, including the Base Rental Payments under the Master Project Lease, are generally excluded from the City’s appropriations limit.

The City’s appropriation limit for Fiscal Year 2025-26 is estimated to be $1,179,282,000, for which expenditures subject to the appropriation limitation are $752,414,000.

Articles XIIIC and XIIID of the State Constitution
On November 5, 1996, the voters of the State approved Proposition 218, known as the “Right to Vote on Taxes Act.” Propositio n 218 added Articles XIIIC and XIIID to the State Constitutio n and contains a number of interrelated provisions affecting the ability of the City to levy and collect both existing and future taxes, assessments, and property-related fees and charges. The interpretation and application of Proposition 218 has been and will continue to be determined by the courts with respect to a number of the matters discussed below, and it is not possible at this time to predict with certainty the outcome of such a determination.

Article XIIIC requires that all ne w local taxes be submit ted to the electorate before they become effective. Taxes for general governmental purposes of the City require a majority vote and taxes for specific purposes, even if deposited in the City’s General Fund, require a two-thirds vote. Further, any general-purpose tax the City imposed, extended, or increased without voter approval after December 31, 1994, may continue to be imposed only if approved by a majority vote in an election that must be held before November 6, 1998. The voter-approval requirements of Article XIIIC reduce the flexibility of the City to raise revenues for the General Fund, and no assurance can be given that the City will be able to impose, extend, or increase taxes in the future to meet increased expenditure needs.

The City currently imposes the following general taxes: sales tax, business-operations tax, utility- users tax, real-property-transfer tax and transient-occupancy tax. Since all of these taxes (except the sales tax increase and the utility-users tax, as described below) were imposed before January 1, 1995, and have not been extended or increased since that date , these taxes should be exempt from the re quirements of Article XIIIC.

Any future increases in these taxes, however, would be subject to the voter requirement of Article XIIIC. See APPENDIX A — “GENERAL INFORMATION REGARDING THE CITY OF SACRAMENTO — Major Revenues — Utility Users Tax” for a discussion of Measure O, approved by the voters in November 2008, which reduced the utility user tax on telephonic services from 7.50% to 7.00% and expanded the scope of the tax to include new communication technologies. See APPENDIX A — “GENERAL INFORMATION REGARDING THE CITY OF SACRAMENTO — Major Re venues — Measure U” for a discussion of Measure U, approved by the voters in November 2018, which increased the sales tax rate by one-half cent and made permanent a prior one-half cent increase that took effect in April 2013.

Article XIIID also adds several provisions making it generally more difficult for local agencies to levy and maintain fees, charges, and assessments for municipa l services and programs. These provisions include, among other things: (a) a prohibition against assessments that exceed the reasonable cost of the proportional

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special benefit conferred on a parcel; (b) a requirement that assessments confer a “special benefit,” as defined in Article XIIID, over and above any general benefits conferred; (c) a majori ty-protest procedure for assessments, which involves the mailing of notice and a ballot to the record owner of each affected parcel, a public hearing, and the tabulation of ballots weighted according to the proportional financial obligation of the affected parties; an d (d) a prohibition against fees and charge s used for general go vernmental services, including police, fire, and library services, where the servi ce is available to the public at large in substantially the same manner as it is to property owners.

On November 2, 2010, voters in the State approved Proposition 26. Proposition 26 amends Article XIIIC of the State Constitution by expanding the definition of “tax ” to include “any levy, charge, or exaction of any kind imposed by a local government” except the following: (a) a charge imposed for a specific benefit conferred or privilege granted directly to the pa yor that is not provided to those not charged and does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege; (b) a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged and does not exceed the reasonable costs to the local government of providing the service or product; (c) a charge imposed for the reasonable regulatory costs to a local government for issuing licenses and permits, for performing investigations, inspections, and audits, for enforcing agricultural- marketing orders, and for th e administrative enforcement and adjudicat ion thereof; (d) a charge imposed for entrance to or use of local-government property, or the purchase, rental, or lease of local-government property; (e) a fine, penalty, or other monetary charge imposed by the judicial branch of government or a local government, as a result of a violation of law; (f) a charge imposed as a condition of property development; and (g) assessments and property -related fees imposed in accordance w ith the provisions of Article XIIID.

Proposition 26 provides that the local government bears the burden of proving by a preponderance of the evidence that a levy, charge, or other ex action is not a tax; that the amount is no more than necessary to cover the reasonable costs of the governmental activity; and th at the manner in which those costs are allocated to a payor bears a fair or reasonable relationship to th e payor’s burdens on, or benefits received from, the governmental activity. As of the date of this Official Statement, the City is unaware of any fees that would have to be reduced or eliminated because of Proposition 26.

Article XIIIC also removes limitations on the initiative power in matters of reducing or repealing local taxes, assessments, and property-related fees or charges. No assurance can be given that the voters of the City will not, in the future, approve an initiative or initiatives that reduce or repeal local taxes, assessments, or property-related fees or charges currently composing a substantial part of the City’s General Fund. If a repeal or reduction occurs, the City’s ability to make Base Rental Payments under the Master Project Lease could be adversely affected.

Proposition 1A
On November 2, 2004, State voters approved Proposition 1A, which amends the State Constitution to significantly reduce the State’s authority over major local-government revenue sources. Under Proposition 1A, the State may not (a) reduce local sales-tax rates or alter the method of allocating the revenue generated by those taxes, (b) shift property taxes from local governments to schools or community colleges, (c) change how property-tax revenues are allocated among local governments without two-third approval of both houses of the State Legislature, or (d) decrease revenues from Vehi cle License Fees without providing local governments with equal replacement funding. Proposition 1A does al low the State to approve voluntary exchanges of local sales-tax and property-tax revenues among local governments within a county.

Proposition 22
On November 2, 2010, the voters of the State approved Proposition 22, known as “The Local Taxpayer, Public Safety, and Transportation Protection Act” (“ Proposition 22 ”). Among other things, Proposition 22 broadens the restrictions establishe d by Proposition 1A. While Proposition 1A permits the State to appropriate or borrow local property-tax re venues on a temporary basis during times of severe

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financial hardship, Proposition 22 ame nds Article XIII of the State Cons titution to prohibit the State from appropriating or borrowing local property-tax revenues under any circumstances. The State can no longer borrow local property-tax revenues on a temporary basis even during times of severe financial hardship.

Proposition 22 also prohibits the State from appropria ting or borrowing proceeds derived from any tax levied by a local government solely for the local government’s purposes. Furthermore, Proposition 22 restricts the State’s ability to redirect redevelopment agency property-tax revenues to school districts and other local governments and limits uses of certain other funds. Pr oposition 22 is intended to stabilize local-government revenue sources by restricting the State government’s control over local revenues.

Proposition 64
On November 8, 2016, voters approved Proposition 64, the California Marijuana Legalization Initiative, which legalized the use of recreational ma rijuana and allowed for the sale and taxation of recreational marijuana. Two new Statewide excise taxes were appr oved and local governments were authorized to add additional taxes. The City currently charges cannabis businesses a business tax of 4% of gross receipts, with such taxes required to be remitted monthly. In the Fiscal Year 2025-26 adopted budget, the City estimates receiving approximately $23.3 million in cannabis business operations tax revenues.

Future Initiatives
Articles XIIIA, XIIIB, XIIIC, and XIIID and Propositions 62, 1A, 22 , and 26 were eac h adopted as measures that qualified for the ballot under the State’s in itiative process. From time to time, other initiative measures could be adopted that further affect the City’s revenues (including revenues available to make Base Rental Payments) or the City’s ability to expend revenues.

RISK FACTORS
General
This section provides a general overview of certain risk factors that should be considered, in addition to the other matters set forth in this Official Statement, in evaluating an investment in the 2025 Bonds. This section is not meant to be a comprehensive or definitive discussion of the risks associated with an investment in the 2025 Bonds, and the order in which this information is presented does not necessarily reflect the relative importance of various risks. Potential investors in the 2025 Bonds are advised to consider the following factors, among others, and to review this entire Official Statement to obtain information essential to the making of an informed investment decision. Any one or more of the risk factors discussed below, among others, could lead to a decrease in the market value or the marketability of the 2025 Bonds, or both. There can be no assurance that other risk factors not discussed herein will not become material in the future.

Base Rental Payments Are Not Debt
The City’s obligation to make the Base Rental Payments under the Master Project Lease does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The 2025 Bonds and the City’s obligation to make Base Rental Payments do not constitute a debt of the City or the State or any of the State’s political subdivisions (other than the Authority) within the mean ing of any constitutional or statutory debt limitation or restriction.

The 2025 Bonds are not general obligations of the Authority; they are limited obligations secured solely by the Trust Estate (consisting primarily of Revenues from Base Rental Payments). The Authority has no taxing power.

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Although the Master Project Lease does not create a pledge, lien, or encumbrance upon the funds of the City, the City is obligated under the Master Project Lease to pay the Base Rental Payments from any source of legally available funds, and the City has covena nted in the Master Project Lease that, for so long as the Master Leased Project is available for its use, it w ill make the necessary annual appropriations within its budget for the Base Rental Payments. The City is currently liable on, and may become liable on, other obligations payable from its general revenues. Some of those obligations could have priority over the Base Rental Payments; in addition, the City in its discretion might determine to pay some of those obligations first rather than pay the Base Rental Payments.

The City may enter into other obligations payable from the City’s General Fund, without the consent of, or prior notice to, the Owners of the 2025 Bonds. To the extent that the City incurs additional obligations, the funds available to make Base Rental Payments ma y be decreased. If the City ’s revenue sources are less than its total obligations, the City could choose to fund other municipal services before making Base Rental Payments. The same result could occur if, because of St ate constitutional limits on expenditures, the City is not permitted to appropriate and spend all of its availa ble revenues. The City’s appropriations, however, have never exceeded the limitations on appropriations under Article XIIIB of the State Constitution. For information on the City’s current limitation s on appropriations, see “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES, REVENUES, AND APPROPRIATIONS — Article XIIIB of the State Constitution.”
Valid and Binding Covenant to Budget and Appropriate
Under the Master Project Lease, the City covenants to take such action as may be necessary to include in its annual budgets Base Rental Payments due and to make necessary appropriations for all the Base Rental Payments. These covenants are deemed to be duties imposed by law, and it is the duty of the public officials of the City to take such action and do such things as are required by law in the performance of their official duties to enable the City to carry out and perform these covenants. A court, however, in its discretion may decline to enforce these covenants.

Abatement
In the event of loss or substantial interference in the use and possession by the City of all or any portion of the Master Leased Project caused by mate rial damage, title defect, or the destruction or condemnation of the Master Leased Project, Base Rental Payments will be subject to abatement. If that component of the Master Leased Project, when damage d or destroyed by an insured casualty, could not be replaced during the period of time that proceeds of the City’s rental-interruption insurance will be available in lieu of Base Rental Payments, or if casualty insurance proceeds or condemnation proceeds are insufficient to provide for complete repair or replac ement of the component of the Master Leased Project or prepayment of the 2025 Bonds, there could be insufficient funds to make payments to Holders in full. Reduction in Base Rental Payments due to abatement as provided in the Master Project Lease does not constitute a default thereunder.

It is not possible to predict the circumstances unde r which an abatement of rental might occur. In addition, there is no statute, case or other law specifying how such an abatement of rental should be measured.

For example, it is not clear whether fair rental value is established as of commencement of the Master Project Lease or at the time of the abatement. If the latt er, the value of the Master Leased Project might be substantially higher or lower than its value at the time of issuance of the 2025 Bonds. Abatement, therefore, could have an uncertain and material adverse effect on the security for and payment of the 2025 Bonds.

Limited Recourse on Default; Re-Letting of Master Leased Project In the event of non-payment by the City of the Base Rental Payments, or other default by the City under the Master Project Lease, the enforcement of any remedies provided in the 2025 Indenture and in the

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Master Project Lease by or on behalf of Owners of the 2025 Bonds could prove both expensive and time consuming. Although the Master Project Lease provides that if there is a default by the City under the Lease the Trustee may terminate the Master Project Lease and re -let the Master Leased Project, such Master Leased Project may not be easily re-leased (due to the specia lized nature in some cases of a particular property, restrictions on the permitted use of a property, or other reasons) and any re-letting of the Master Leased Project could result in lease payments that would be substantially less than the Base Rental Payments payable by the City under the Master Project Lease. Furthermore, due to the essential nature of the governmental function of certain properties of the Master Leased Project, it is not certain whether a court would permit the exercise of the remedies of repossession and re-letting with respect to any or all of such Master Leased Project.

Risk of Uninsured Loss
The City covenants under the Master Project Leas e to maintain insurance on the Master Leased Project. See “SECURITY FOR THE 2025 BONDS — Master Project Lease.” These insurance policies do not cover all types of risk, and the insurance required under the Master Project Lease may be maintained in whole or in part in the form of self-insurance so lo ng as the self-insurance complies with the terms of the Master Project Lease. The Master Leased Project could be damaged or destroyed due to earthquake or other casualty for which the Master Leased Project is uninsure d. Additionally, the Master Leased Project could be the subject of an eminent-domain proceeding. Under these circumstances an abatement of Base Rental Payments could occur and could continue indefinitely. There can be no assurance that the providers of the City’s liability and rental-interruption insurance will in all events be able or willing to make payments under the policies for such a loss should a claim be made under th e policies. Further, there also can be no assurances that amounts received as proceeds from insurance or from condemna tion of the Master Leased Project will be sufficient to redeem the 2025 Bonds.

Under the Master Project Lease, the City may obtain casualty insurance that provides for a specified deductible. Should the City be required to meet such deductible expenses, the availability of General Fund revenues to make Base Rental Payments may be correspondingly affected.

The City is not obligated under the Master Projec t Lease to procure and maintain, or cause to be procured and maintained, earthquake or flood insurance on the Master Leased Project. The City currently carries flood insurance on the Master Leased Project even though the Master Project Lease does not require it to do so. The City plans to continue to purchase flood insurance on the Master Leased Project so long as the insurance can be obtained on the open market at reasonable rates. The City does not currently maintain earthquake insurance on the Master L eased Project. Depending on its seve rity, an earthquak e or flood could result in abatement of Base Rental Payments under the Master Leased Project Lease. See “— Abatement.” Risks Associated with Bond Insurance
The Authority may apply for municipal bond insurance with respect to all or portion of the 2025 Bonds. If municipal bond insurance is obtained, it would guarantee the scheduled payment of the principal of and interest on all or a portion of the 2025 Bonds (t he “Insured 2025 Bonds”). The Authority will determine whether to purchase a municipal bond insurance policy (the “Bond Insurance Policy”) on the sale date of the 2025 Bonds. If the Authority determines to purchase a Bond Insurance Policy, the terms of such policy and information on the company providing the Bond Insurance Policy (the “Bond Insurer”) will be included in the final Official Statement. No assurance can be given as to whether the Authority will purchase a Bond Insurance Policy for any portion of the 2025 Bonds.

In the event the Authority were to default in the payment of the principal of or interest on the Insured 2025 Bonds when due, the owners of such Insured 2025 Bonds will have a claim under the Bond Insurance Policy for such payments. In the event that the Bond Insurer becomes obligated to make payments with respect to the Insured 2025 Bonds, no assurance can be given that such event will not adversely affect the market for the Insured 2025 Bonds. In the event that the Bond Insurer is unable to make payments of principal

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of or interest on the Insured 2025 Bonds when due under the Bond Insurance Policy, such Insured 2025 Bonds will be payable solely from Revenues and amounts that are held in certain funds and accounts established under the Indenture, as described under the ca ption “SECURITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS.”
If a Bond Insurance Policy is purchased, and the Bond Insurer is not in default of its obligations under the Bond Insurance Policy, the Bond Insurer will have certain notice, consent and other rights under the Indenture and will have the right to control all remedies with respect to the Insured 2025 Bonds in the event of a default under the Indenture. The Bond Insurer is not required to obtain the consent of the owners of the Insured 2025 Bonds with respect to the exercise of remedies. The Bond Insurer will also have power to vote for amendments to the Indenture on behalf of the Insured 2025 Bonds without obtaining the consent or direction of the owners of the Insured 2025 Bonds, and the Bond Insurer’s consent also may be required in addition to the consent of the owners of 2025 Bonds that are not Insured 2025 Bonds in connection with amendments to the Indenture.

Any insured long-term ratings on the Insured 2025 Bonds will be dependent in part on the financial strength of the Bond Insurer and its cl aims-paying ability. The Bond Insu rer’s financial strength and claims- paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Bond Insurer and of the insured long-term ratings on the Insured 2025 Bonds will not be subject to downgrade, and such event could adversely affect the market price of the Insured 2025 Bonds, or the marketability of or liquidity for the Insured 2025 Bonds.

Natural Disasters
General. The City’s use and occupancy of the Master Leased Project in the future may be adversely affected by a variety of natural occu rrences. For instance, the areas in and surrounding the City, like much of California, may be subject to unpredictable seismic activity. A major earthquake could cause widespread destruction and significant loss of life in a populated area such as the City. Other natural disasters could include, without limitation, floods, landslides, droughts, wildfires and tornadoes.

One or more of these natural disasters could occur and could result in damage to Master Leased Project of varying severity. The damage may entail substantial repair or replacement costs and repair or replacement might never occur because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude repair or replacement. If, as a result of a natural disaster, all or a portion of the Master Leased Project is not available for the use and occupancy by the City, Base Rental Payments would be subject to abatem ent. The City currently maintains flood insurance on the Master Lease Project but does not currently maintain earthquake insurance on the Master Leased Project.

See “RISK FACTORS — Abatement” and “— Risk of Uninsured Loss.” In addition, if a natural disaster were to substant ially damage or destroy property and infrastructure within the City, a reduction in revenues available to the General Fund to make Base Rental Payments would be likely to occur due to a reduction in major revenue sources, including property taxes, sales tax and transient occupancy taxes.

The current presidential administration has made st atements with respect to potential plans to phase out the Federal Emergency Management Agency (“ FEMA”), provide less federal aid to states for natural disaster response, and to distribute such funds directly from the president’s office. The City is unable to predict if such potential plans will actually be made or implemented. In the event of a natural disaster in the City, the City can make no assurances as to the availability of federal assistance through FEMA or otherwise.

Flooding. [Located at the confluence of the Sacramen to and American Rivers in the California Central Valley, the Sacramento area has experienced signifi cant flood events and there is risk of future flood events. Based on existing Flood Insurance Rate Maps produced by FEMA, portions of the City are located

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within 100-year floodplain (which is an area expected to be inundated during a flood event of the magnitude for which there is a 1% chance of occurrence in any year).

The Sacramento Area Flood Control Agency (“ SAFCA”) is the local flood-management agency that serves the area within the City. SAFCA has undertaken and is currently undertaking several projects involving levee systems, which when fully complete, are intended to provide a level of flood protection in the City needed to withstand a flood event that has a 0.5% chance of occurring in a year (i.e., a 200-year flood).

However, completion of the foregoing improvements does not eliminate the risk of flooding within the City.

Wildfires. In 2024 and 2025, the Department of Forestry and Fire Protection of the State of California (“CalFire”), under the direction of the Office of the State Fi re Marshal, released updated Fire Hazard Severity Zone (“FHSZ”) maps which evaluate “Hazard,” being the likeli hood and expected fire behavior over a 30 to 50-year period without considering mitigation measures such as home hardening, recent wildfire or fuel reduction efforts. In the updated FHSZ maps, the State Fire Marshal classified the State responsibility areas (the “ SRAs”), where the State has financial responsibility for wildfire protection and prevention, and designated the local responsibility areas (the “LRAs”), where such responsibility falls on the local agencies. If applicable, these zones are classified as either “Moderate,” “High” or “Very High” and are based on statewide criteria and severity of fire hazard that is expected to prevail in those areas. Each zone embraces relatively homogeneous lands and is based on fuel loading, slope, fire weather, and other relevant factors present, including areas where winds have been identified as a major cause of wildfire spread.

Under current State law, local agencies which have “Moderate,” “High” or “Very High” zone designations under the updated FHSZ map for its jurisdiction are required to adopt such map within 120 days of receiving such recommendation from CalFire. Based on the updated FHSZ maps, no area within the City is mapped within a “Moderate,” “High” or “Very High” risk zone. As a result, the City is currently not required to adopt an updated LRA map. While no area in the City is currently mapp ed within a “Moderate,” “High” or “Very High” risk zone, there is a risk of property within the City being destroyed by wildfires and no assurance can be given as to the severity or frequency of wildfires within the City. Additionally, property located adjacent to burn areas can be subject to mudslides and flooding, which can cause significant damage and destruction to property.

Climate Change
There are significant risks to the City associated with changes to the climate that are projected to occur over the course of the century. Doing nothing to prepare and slow down climate change could result in very high costs to the City. The City has not comprehensively quantified the costs that it might incur as a result of climate change impacts, including increased heat, incr eased incidents and severity of flooding, air quality impacts from increased frequency of wildfires within the region, more intense and frequent droughts and more extreme weather events, but over time the costs are projected to be significant and to have a materially adverse effect on the City’s finances by requiring greater expenditures to counteract the effects of climate change.

The City’s Climate Action & Adaptation Plan (“ CAAP”), adopted in 2024, outlines a funding and financing plan to implement greenhouse gas emission (“GHGs”) reduction measures that discusses the costs to individuals and the City, up-front vs lifecycle costs, an d incremental costs. Comple te implementation of the CAAP GHG reduction measures is estimated at a minimum of $3.2 billion in direct City investments.

Investments from private citizens, businesses, and other agencies will also be needed, as well as a substantial commitment of staff time. Though many of these investments could provide substantial savings to the City over time by mitigating the financial impacts of climate change, full implementation will require the City to identify funding for up-front investment.

The City adopted the Sacramento Climate Action Plan (“ CAP”) in 2012 to identify how the City and the broader community can reduce GHG emissions. The CAP policies were subsequently incorporated into the 2035 General Plan, which was adopted in 2015. The CAP was then updated as a standalone CAAP, with

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an adaptation chapter added, and adopted by the City Council in February 2024 as part of the 2040 General Plan. The CAAP identifies strategies and actions to adapt to the effects of cl imate change. Examples of strategies and actions include planning for mixed-use developments that encourage walking and biking, use of public transit, or water conservation measures.

Eminent Domain
If the Master Leased Project is taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of emin ent domain, the term of the Master Project Lease will cease as of the day possession is taken. If less than all of the Master Leased Project is taken permanently, or if the Master Leased Project or any part thereof is taken temporarily, (a) the Master Project Lease will continue in full force and effe ct and will not be terminated by virtue of the taking, and (b) there will be a partial abatement of Base Rental Payments as a result of the application of net proceeds of any eminent-domain award to the prepayment of the Base Rental Payments, in an amount to be agreed upon by the City and the Authority so that the resulting Base Rental Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Master Leased Project.

Hazardous Substances
The existence or discovery of hazardous materials ma y limit the beneficial use of the Master Leased Project. In general, the owners and lessees of the Master Leased Project may be required by law to remedy conditions relating to the release or threatened releases of hazardous substances on or from the Master Leased Project. 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, but California laws with regard to hazardous substances are also similarly stringent. Under many of these laws, the owner or lessee is obligated to remedy a hazardous substance condition of the property whether or not the owner or lessee had anything to do with creating or handling the hazardous substance.

It is also possible that the beneficial use of the Master Leased Project may be limited in the future because of the current existence on the Master Leased Pr oject of a substance currently classified as hazardous but which has not been released or th e release of which is not presently th reatened, or because of the current existence on the Master Leased Project of a substance not currently 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 in which it is handled. All of these possibilities could substantially limit the City’s beneficial use of the Master Leased Project.

The City is unaware of the existence of hazardous substances on the Master Leased Project that would materially interfere with the City’s beneficial use thereof.

Bankruptcy
While an involuntary bankruptcy petition cannot be filed against the City or the Authority, the City and the Authority are each authorized to file for bankruptcy under certain circumstances. Should the City or the Authority file for bankruptcy, there could be adverse effects on the Holders of the 2025 Bonds.

If the City or the Authority is in bankruptcy, the parties (including the Trustee and the Holders of the 2025 Bonds) may be prohibited from taking any action to collect any amount from the City or the Authority or to enforce any obligation of the City or the Authority, unless the permission of the bankruptcy court is obtained. These restrictions may also prevent the Trus tee from making payments to the Holders of the 2025 Bonds from funds in the Trustee’s possession.

The City or the Authority may be able to repudiate the Master Project Lease or the Master Site Lease, and the Authority may be able to assign the Master Site Lease. If any of these events were to happen, the City

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may no longer be obligated to make payments (incl uding Base Rental Payments) under the Master Project Lease. The claims of the Holders of the 2025 Bonds may be capped at an amount that is no more than three years’ rent under the Master Project Lease and could be substantially less, and the capped claim may not be paid in full. The City as owner may be able to remain in possession of the Master Site without paying rent.

The City may be able to assign its obligations under the Master Project Lease. An assignee may be a less desirable sublessee and may expose the Holders of the 2025 Bonds to additional or different risks, including risks of non-payment.

The City may be able to sell the Master Site and terminate its obligations to make payments (including Base Rental Payments) under the Master Project Lease. The claims of the Holders of the 2025 Bonds may be capped and a capped claim might not be paid in full.

The City or the Authority may be able to alter the priority, interest rate, principal amount, payment terms, collateral, maturity dates, payment sources, covenants (including tax-related covenants), and other terms or provisions of the Master Project Lease, the Indentur e, the 2025 Bonds, and other transaction documents, as long as the bankruptcy court determines that the alterations are fair and equitable.

The City or the Authority could threaten to take any of the actions described above as part of negotiations to alter its obligations under the Master Site Lease, the Master Project Lease, or other transaction documents.

Actions could be taken in a bankruptcy case of the Authority or the City which could adversely affect the exclusion of interest on the 2025 Bonds from gross income for federal income-tax purposes.

There may be other possible effects of a bankruptcy of the City or the Authority that could result in delays or reductions in payments on the 2025 Bonds, or result in losses to the Holders of the 2025 Bonds.

There may be delays in payments on the 2025 Bonds while the court considers any of these issues.

Regardless of any specific adverse determinations in a Ci ty or Authority bankruptcy proceeding, the fact of a City or Authority bankruptcy proceeding could have an adverse effect on the liquidity and value of the 2025 Bonds.

Limitations on Remedies
The rights of the Holders of 2025 Bonds are subject to the limitations on legal remedies against cities in the State, including ap plicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors’ rights generally, now or hereafter in effect, and to the application of general principles of equity, including concepts of materiality, reasonableness, and good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. See “— Bankruptcy.”
Potential Impacts from Federal and State Policies
Federal and State budget and policy decisions can negatively impact the local economy which, in turn, can result in lower revenues to the City’s General Fund from sources such as property taxes, sales taxes, transient occupancy tax and parking revenues. The City cannot predict the extent of any fiscal problems that will be encountered in this or in any future fiscal year s, and it is not clear what measures will be taken by the State or federal government to address current or future economic conditions.

The City receives State funding for certain programs which are supported by the General Fund, including City’s homelessness response and prevention pr ograms. While federal funding is not a significant source of revenue for operations, the City receives from time-to-time, funding through the State that originates

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from the federal government. No assurances can be made as to the level of such State and federal funding in the future. See APPENDIX A — “CITY FINANCES—State & Federal Funding.” The State is a major employer in the Sacramento re gion, employing approximately 16.2% of the total workforce in the County in 2024. While the City cannot at this time quantify the financial impact, changes in State employment in the region and employee telecommutin g policies could negatively affect business activity within the City, especially within the downtown area.

The current presidential administration has taken significant actions with respect to tariffs and international trade policy which, among other effects, have contributed to significant periodic volatility in the U.S. stock and bond markets. While the City cannot predict the potential impact of these actions and future federal policy decisions on the City’s revenues, volatility in the capital markets and increased uncertainty regarding the economy in the near term could have a negative effect on consumer confidence, increase the likelihood of a recession and lead to a reduction in certain General Fund revenue sources.

Recently, in response to various protests of fe deral immigration enforcement practices in the Los Angeles area, the current federal administration had ordered both the California National Guard and U.S.

Marine troops be deployed to the Los Angeles area. The City has not experienced any material damage to property as a result of protests ag ainst current federal immigration enforcement practices and has not incurred any material additional expenses for public safety in response thereto. However, the City can make no assurances that future federal policies on immigration or other matters will not incite or exacerbate demonstrations which may lead to property damage and increased costs for public safety for the City.

In June 2025, the federal government filed a lawsuit against the City of Los Angeles (which has declared itself to be a “sanctuary city”) alleging that the City of Los Angeles’ policies interfere with the federal government’s enforcement of immigration laws. The City has also declared itself to be a sanctuary city with respect to the enforcement of federal immigration laws. The City cannot predict the actions the federal government may take in the future with respect to sanctuary cities.

Cybersecurity
The City relies on computers and technology to conduct its operations. The City and its departments face cyber threats from time to time, including but not lim ited to hacking, viruses, malware, and other attacks on computers and other sensitive digital networks and systems. The City experienced a cyber event a few years ago relating to a fraudulently misdirected payment of a substantial amount. The City has recovered almost all of the payment, and has instituted procedures intended to prevent a reoccurrence.

No assurances can be given that the City’s security and operational control measures will guard against all cyber threats and attacks. The results of any attack on the City’s computer and information- technology systems could adversely affect the City’s operations and damage its digital networks and systems, and potential losses from such attacks, as well as the costs of defending against future attacks, could be substantial.

Litigation
The City is routinely a party to lawsuits pertaining to various matters, including claims asserted which are incidental to performing routine governmental and other functions. The City does not believe that any currently outstanding claims or lawsuits, individually or in the aggregate, if determined adversely to the City, would have a material adverse effect on the financial condition of the City’s General Fund. However, no assurances can be made that future litigation will not result in a material liability for the City. In addition, no assurances can be made that any future liability will not exceed the insurance coverage then available.

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No Acceleration
The 2025 Bonds are not subject to acceleration under the 2025 Indenture. In addition, Base Rental Payments are not subject to accelerat ion upon the occurrence of an Event of Default under the Mater Project Lease.

No Liability of Authority to the Holders
Except as expressly provided in the 2025 Indenture, the Authority will not have any obligation or liability to the Holders of the 2025 Bonds with respect to the payment when due of the 2025 Base Rental Payments by the City, or with respect to the City’s performance of other agreements and covenants required to be performed by it contained in the Master Project Lease or the 2025 Indenture, or with respect to the performance by the Trustee of any right or obligation required to be performed by it.

Limited Secondary Market
As stated herein, investment in the 2025 Bond s poses certain economic risks that may not be appropriate for certain investors, and only persons with substantial financial resources who understand the risk of investment in the 2025 Bonds should consider investment. There can be no guarantee that there will be a secondary market for purchase or sale of the 2025 Bonds or that, if a secondary market exists, the 2025 Bonds can or could be sold for any particular price.

Changes in Law
Articles XIIIA, XIIIB, XIIIC, and X IIID and Propositions 62 and 1A were each adopted as measures that qualified for the ballot under the State’s initiative process. From time to time other initiative measures could be adopted that further affect the City’s revenues, its ability to make Base Rental Payments, or its ability to expend revenues.

CERTAIN LEGAL MATTERS
The validity of the 2025 Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority. A complete copy of the proposed form of Bond Counsel opinion is contained in Appendix E hereto. Bond Counsel undertakes no responsibility for the accuracy, completeness, or fairness of this Official Stat ement. Certain legal matters will be passed upon for the Underwriter by Hawkins Delafield & Wood LLP, and for the City by the City Attorney and the City’s disclosure counsel, Stradling Yocca Carlson & Rauth LLP.

CONTINUING DISCLOSURE
The City will execute a Continuing Disclosure Certificate for the benefit of the Holders and Beneficial Owners of the 2025 Bonds to provide certain financial information and operating data (the “ Annual Report”) and to provide notices of the occurrence of certain enumerated events (the “ Listed Events”). The City as the initial Dissemination Agent (the “ Dissemination Agent”) will file the Annual Report and notices of Listed Events with the Electronic Municipal Market Access Sy stem of the Municipal Securities Rulemaking Board (“EMMA”). The specific nature of the information to be included in the Annual Reports and the notices of Listed Events is set forth in Appendix F — “F ORM OF CONTINUING DISCLOSURE CERTIFICATE.” The City will sign the Continuing Disclosure Certificate and deliver it to the Underwriter to assist the Underwriter in complying with SEC Rule 15c2 12(b)(5) (the “Rule”). The City will file Annual Reports with EMMA no later than the last day of the ninth month after the end of the City’s Fiscal Year, which is currently June 30. The first Annual Report will be due March 31, 2026.

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The City believes it has established processes to ensure that it will continue to make its continuing disclosure filings as required.

LITIGATION
There is no litigation pending or, to the actual knowledge of the Authority or the City, threatened that in any way seeks (a) to restrain or enjoin the issuance, execution, or delivery of the 2025 Bonds; or (b) to contest the validity of the 2025 Bonds, the 2025 Indentur e, the Master Project Lease, the Twelfth Amendment, the Master Site Lease, or any proceeding of the Author ity or the City with respect thereto. To the actual knowledge of legal counsel to the Authority (subject to the limitations set forth in the opinion rendered in connection with the issuance of the 2025 Bonds), the Authority has not been served with process in, or overtly threatened with, any litigation that will materially affect the ability of the Authority to pay the principal and interest of the 2025 Bonds when due. To the actual knowledge of the City Attorney (subject to the limitations set forth in the legal opinion rendered in connection with the issuance of the 2025 Bonds), the City has not been served with process in, or overtly threatened with, any litigation that will materially affect the ability of the City to pay the Base Rental Payments under the Master Project Lease.

TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority (“ Bond Counsel”), based upon an analysis of existing laws, regul ations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representa tions and compliance with certain covenants, interest on the 2025 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “ Code”) and is exempt from State of California personal income taxes.

Bond Counsel is of the further opinion that interest on the 2025 Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel observes that interest on the 2025 Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount , accrual or receipt of interest on, the 2025 Bonds. A complete copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX E hereto.

To the extent the issue price of any maturity of the 2025 Bonds is less than the amount to be paid at maturity of such 2025 Bonds (excluding amounts stated to be interest and payable at least annually over the term of such 2025 Bonds), the difference constitutes “original issue discount,” the accrual of which, to the extent properly allocable to each Beneficial Owner thereo f, is treated as interest on the 2025 Bonds which is excluded from gross income for federal income tax purposes and exempt from State of California personal income taxes. For this purpose, the issue price of a par ticular maturity of the 2025 Bonds is the first price at which a substantial amount of such maturity of the 20 25 Bonds is sold to the public (excluding bond houses, brokers, or similar persons or orga nizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue di scount with respect to any maturity of the 2025 Bonds accrues daily over the term to maturity of such 2025 Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such 2025 Bonds to determine taxable gain or loss upon trade or business disposition (including sale, redemption, or payment on maturity) of such 2025 Bonds. Beneficial Owners of the 2025 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2025 Bonds with original issue discount, including the treatment of Beneficial Owners who do not purchase such 2025 Bonds in the original offering to the public at the first price at which a substantial amount of such 2025 Bonds is sold to the public.
2025 Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cas es, at their earlier call date) (“Premium Bonds”) will be treated as having amortizable bond premium. No deduct ion is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal

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income tax purposes. However, the amount of tax-exempt interest received, and a Beneficial Owner’s basis in a Premium Bond, will be reduced by the amount of am ortizable bond premium prop erly allocable to such Beneficial Owner. Beneficial Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances.

The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2025 Bonds. The Authority and the City have made certa in representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the 2025 Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the 2025 Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the 2025 Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not ta ken), or events occurring (or not occurring), or any other matters coming to Bond Counsel’s attention after the date of issuance of the 2025 Bonds may adversely affect the value of, or the tax status of interest on, the 2025 Bonds. Accordingly, the opinion of 2025 Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters.

Although Bond Counsel is of the opinion that interest on the 2025 Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of , or the accrual or receipt of amounts tr eated as interest on, the 2025 Bonds may otherwise affect a Beneficial Owner’s federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner or the Beneficial Owner’s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences.

Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2025 Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals or clarific ation of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the 2025 Bonds. Prospective purchasers of the 2025 Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Couns el’s judgment as to the proper treatment of the 2025 Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts.

Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Authority or the City, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by th e IRS. The Authority and the City have covenanted, however, to comply with the requirements of the Code.

Bond Counsel’s engagement with respect to the 2025 Bonds ends with the issuance of the 2025 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Authority, the City or the Beneficial Owners regarding the tax-exempt status of the 2025 Bonds in the event of an audit examination by the IRS. Under current procedures, Beneficial Owners would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the Authority and the City legitimately disagree, may not be practicable. Any action of the IRS, including but not limited to selection of the 2025 Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the 2025 Bonds, and may cause the City or the Beneficial Owners to incur significant expense.

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Payments on the 2025 Bonds generally will be subject to U.S. information reporting and possibly to “backup withholding.” Under Section 3406 of the Code and applicable U.S. Treasury Regulations issued thereunder, a non-corporate Beneficial Owner of 2025 Bonds may be subject to backup withholding with respect to “reportable payments,” which include interest paid on the 2025 Bonds and the gross proceeds of a sale, exchange, redemption, retirement or other disposition of the 2025 Bonds. The payor will be required to deduct and withhold the prescribed amounts if (i) the payee fails to furnish a U.S. taxpayer identification number (“TIN”) to the payor in the manner required, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a “notified payee underreporting” described in Section 3406(c) of the Code or (iv) the payee fails to certify under penalty of perjury that the payee is not subject to withholding under Section 3406(a)(1)(C) of the Code. Amounts withheld under the backup withholding rules may be refunded or credited against a Beneficial Owner’s federal income tax liability, if any, provided that the required information is timel y furnished to the IRS. Certain Bene ficial Owners (including among others, corporations and certain tax-exempt organizations) are not subject to backup withholding. The failure to comply with the backup withholding rules may result in the imposition of penalties by the IRS.

VERIFICATION OF MATHEMATICAL ACCURACY
Robert Thomas CPA, LLC, upon delivery of the 2025 Bonds, will deliver a report or reports on the mathematical accuracy of certain computations, in sche dules provided to them wh ich were prepared by the Underwriter, relating to the sufficiency of the cash or anticipated receipts from the escrow securities deposited to the escrow account held by the Escrow Agent to pay, wh en due, the principal, or redemption price, of and interest on the 2015 Bonds to be refunded as described herein.

The scope of Robert Thomas CPA, LLC’s engagement is limited to verifying the mathematical accuracy of the computations contained in the schedule s provided to them, and Robert Thomas CPA, LLC has no obligation to update their report because of events occurring, or data or information coming to their attention, after the date of their report.

RATINGS
S&P Global Ratings (“S&P”) and Moody’s Investors Service, Inc. have assigned ratings of “__” and “___,” respectively, to the 2025 Bonds. The ratings reflect only the views of the rating agencies, and any explanation of the significance of the ratings may be obtained only from the rating agencies. There is no assurance that a rating will remain in effect for any given period of time or that it will not be revised downward or withdrawn entirely by the rating agency assigning it if, in the rating agency’s judgment, circumstances so warrant. Any downward revision or withdrawal of any rating may have an adverse effect on the market price of the 2025 Bonds.

AUDITED FINANCIAL STATEMENTS
The City’s financial statements for the fiscal year ended June 30, 2024, included in APPENDIX B — “CITY OF SACRAMENTO ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE YEAR ENDED JUNE 30, 2024,” have been audited by Macias Gini & O’Connell LLP, Sacramento, California, as stated in the report appearing in Appendix B. Macias Gini & O’Connell LLP has not undertaken to update its audit or to take any action intended or likely to elicit information concerning the accuracy, completeness, or fairness of the statements made in this Official Statement, and no opinion is expressed by Macias Gini & O’Connell LLP with respect to any event subsequent to the report appearing in Appendix B.

MUNICIPAL ADVISOR
Fieldman, Rolapp & Associates, Inc. (the “ Municipal Advisor”) has acted as Municipal Advisor to the City in conjunction with the issuance of the 2025 Bonds. The Municipal Advisor has assisted in matters related to the planning, structuring, execution, and delivery of the 2025 Bonds. The Municipal Advisor will

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receive compensation non-contingent upon the sale and delivery of the 2025 Bond s. The Municipal Advisor has not audited, authenticated, or otherwise independently verified the information set forth in this Official Statement, or any other related information available, w ith respect to accuracy and completeness of disclosure of such information. Because of this limited participation, the Municipal Advisor makes no guaranty, warranty, or other representation with respect to the a ccuracy or completeness of this Official Statement, or any other matter related to this Official Statement.

UNDERWRITING
BofA Securities, Inc. (the “ Underwriter”) has agreed, subject to certa in conditions, to purchase the 2025 Bonds at a price equal to $________ (being the aggregate principal amount of $___________ less an Underwriter’s discount of $_________ and plus/less a ne t original issue premium/discount of $__________).

The Bond Purchase Agreement relating to the 2025 Bonds provides that the Underwriter will purchase the 2025 Bonds if any are purchased.

The 2025 Bonds are being offered for sale to the public at the prices shown on the inside cover page hereof. The Underwriter reserves the right to lower th e initial offering prices as they deem necessary in connection with the marketing of the 2025 Bonds. The Underwriter may offer and sell the 2025 Bonds to certain dealers (including dealers depositing the 2025 Bonds into investment trusts) and others at prices lower than the initial public offering price or prices set forth in the Official Statement. The Underwriter reserves the right to join with dealers and other underwriters in offering the 2025 Bonds to the public. The obligation of the Underwriter to accept delivery of the 2025 Bonds is subject to the terms and conditions set forth in the Bond Purchase Agreement, the approval of legal matters by counsel, and other conditions.

In the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities, which may include credit default swaps) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the City.

The Underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas and-or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and- or short positions in such assets, securities and instruments.

The Underwriter has entered into a distribution agreement with its affiliate Merrill Lynch, Pierce, Fenner & Smith In corporated (“MLPF&S”). As part of this arrangement, the Underwriter may distribute securities to MLPF&S, which may in turn distribute such securities to investors through the financial advisor network of MLPF&S. As part of this arrangement, the Underwriter may compensate MLPF&S as a dealer for their selling efforts with respect to the 2025 Bonds.

EXECUTION AND DELIVERY
The execution and delivery of this Official Statement have been duly authorized by the Authority and the City.

SACRAMENTO CITY FINANCING AUTHORITY
By:

John P. Colville Jr.

Treasurer

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CITY OF SACRAMENTO
By:

John P. Colville Jr.

City Treasurer

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APPENDIX A

GENERAL INFORMATION REGARDING THE CITY OF SACRAMENTO

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APPENDIX B

CITY OF SACRAMENTO ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE YEAR ENDED JUNE 30, 2024

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APPENDIX C

THE MASTER LEASED PROJECT
The assets that will comprise the Master Leased Project as of the date of issuance of the 2025 Bonds are set forth in the table in this Appendix C. All of the assets are located in the City. The Master Project Lease may be amended in the future to add additional property to the Master Leased Property to enable the City to secure the payment of additional Master Lease Bonds of the Authority payable from additional Base Rental Payments under the Master Project Lease. The City may also add, delete, or substitute assets in accordance with the Master Project Lease. See “SECUR ITY AND SOURCES OF PAYMENT FOR THE 2025 BONDS — The Master Project Lease” herein.

MASTER LEASED PROJECT
Essential Assets Non-Essential Assets
Sac River-West Treatment Plant Memorial Auditoriu m
New City Hall Cavanaugh Golf Course
Granite Regional Park Portion of Se ymour Park
Sump #2 Portion of Del Paso Regional Par k
Sac River-West Treatment Plant-Basin 3 Fremont Par k
Hansen Ranch Park Site Reichmuth Par k
24th Street Corp. Yard Southside Par k
Lot H Coloma Community Cente r
Memorial Garage (a.k.a.) Lot C Cesar E. Chavez Par k
Florin Reservoir Garcia Bend Par k
Meadowview Corp Yard Glenbrook Par k
Portion of 35th Ave Combined Wastewater Treatment
Plant (a.k.a. 35th Corp Yard)
Muir Park
Historic City Hall O’Neil Par k
Tower Bridge Garage (a.k.a. Lot R) Curtis Par k
Sequoia Pacific (Warehouse) Oki Par k
Rooney Police Station North La guna Creek Park
Animal Control Shelter Tahoe Par k
Sequoia Pacific (Forensic ID Lab) Portion of Carl-Johnston Par k Sac River Underground Reservoir McKinley Park & Librar y Fire Station #16 Robla Communit y Park
Fire Station # 10 Glenn Hall Par k
Fire Station #19 South Natomas Librar y
Fire Station #7 North gate Park
Fire Station #1 Orchard Par k
Fire Station #17 Washin gton Park
Rooney Police Garage Winn Par k
South Natomas Communit y Center
Cabrillo Par k
Lawrence Par k
Brockway Par k
Stanford Par k
Grant Par k
Shore Par k

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APPENDIX D

SUMMARY OF PRINCIPAL LEGAL DOCUMENTS

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APPENDIX E

PROPOSED FORM OF OPINION OF BOND COUNSEL

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APPENDIX F

FORM OF CONTINUING DISCLOSURE CERTIFICATE

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APPENDIX G

BOOK ENTRY ONLY SYSTEM
The information in this section concerning DTC and DTC’s book-entry only system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the completeness or accuracy thereof. The following description of the proc edures and record keeping with respect to beneficial ownership interests in the 2025 Bonds, payment of principal, premium, if any, accreted value and interest on the 2025 Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the 2025 Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC.

The Depository Trust Company (“DTC”), New York, Ne w York, will act as securities depository for the 2025 Bonds. The 2025 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered 2025 Bond will be issued fo r each annual maturity of the 2025 Bonds, each in the aggregate principal amount of such maturity, and will be deposited through the facilities of DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corpor ate and municipal debt issues, and money market inst ruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post- trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trus t companies, clearing corpor ations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, a nd clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“In direct Participants”). DTC has a Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of 2025 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2025 Bonds on DTC’ s records. The ownership interest of each actual purchaser of each 2025 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not r eceive written confirmation from DTC of their purchase.

Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Pa rticipant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2025 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in 2025 Bonds, except in the event that use of the book-entry system for the 2025 Bonds is discontinued.

To facilitate subsequent transfers, all 2025 Bo nds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2025 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no

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knowledge of the actual Beneficial Owners of the 2025 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose account s such 2025 Bonds are credited, whic h may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Par ticipants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2025 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2025 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2025 Bond documents. For example, Beneficial Owners of 2025 Bonds may wish to ascertain that the nominee holding the 2025 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In th e alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the 2025 Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2025 Bonds unless authorized by a Direct Participant in acco rdance with DTC’s MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts 2025 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, redemption price and interest payments on the 2025 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records.

Payments by Participants to Beneficial Owners w ill 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 Trustee, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption price and interest payments to Cede & Co . (or such other nominee as may be requested by an authorized representative of DTC) is the responsibilit y of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibilit y of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the 2025 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, 2025 Bond certificates are required to be printed and delivered.

The City may decide to discontinue use of the syst em of book-entry-only transfers through DTC (or a successor securities depository). In that event, 2025 Bond certificates will be printed and delivered to DTC.

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TABLE OF CONTENTS
Page
INTRODUCTION ................................................................................................................................................ 1 Government .................................................................................................................... .................................. 1 Key Personnel ................................................................................................................................................... 1 Employee Relations .......................................................................................................................................... 2 CITY FINANCES.................................................................................................................. ............................... 4 City Budget ....................................................................................................................................................... 4 Fiscal Year 2024-25 Preliminary Results ......................................................................................................... 4 Adopted Fiscal Year 2025-26 Budget ............................................................................................................... 4 General Fund Financial Summary .................................................................................................................... 7 Financial Schedules .......................................................................................................................................... 8 Property Taxation within the City ..................................................................................................................... 8 Major Revenues .............................................................................................................................................. 10 The Five-Year Forecast ........................................................................................................ .......................... 12 Planned Sources for City Payments with Respect to Golden 1 Center ........................................................... 13 Limitations on Taxes; Proposition 218 Matters .............................................................................................. 14 State and Federal Funding .............................................................................................................................. 14 General Fund Obligation Debt Service Payments .......................................................................................... 14 Debt Statement ................................................................................................................................................ 17 No Default .................................................................................................................... .................................. 18 RETIREMENT AND OTHER POSTEMPLOYMENT BENEFITS (OPEB) LIABILITIES ............................ 19 Employees Retirement Plans .......................................................................................................................... 19 Funded Status .................................................................................................................................................. 19 Recent CalPERS Developments ..................................................................................................................... 21 City Contributions ........................................................................................................................................... 22 Other Postemployment Benefits (OPEB) ....................................................................................................... 22 CERTAIN CITY ECONOMIC AND DEMOGRAPHIC INFORMATION ...................................................... 24 Population ....................................................................................................................................................... 24 Industry and Employment ............................................................................................................................... 25 Building Permits ............................................................................................................................................. 27 Home Prices .................................................................................................................................................... 28 Income ........................................................................................................................ .................................... 28 Commercial Activity ....................................................................................................................................... 29

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INTRODUCTION
The City of Sacramento (the “ City”) is located at the confluence of the Sacramento and American Rivers in the northern part of California’s Central Valley. The City is approximately 75 air miles northeast of San Francisco and benefits from a mild climate, with many days of sunshine each year and daily average high temperatures ranging from 54º F in January to 92º F in July. The average elevation of the City is 25 feet above sea level.

The City was settled in the late 1830s and incorporat ed in 1849. In 1854, th e City became the capital of the State of California (the “State”), a position made permanent by the State’s Constitutional Convention in 1879. Today, State government employees and government-related activities contribute substantially to the City’s economy.

Government
The City operates under a City Charter that provides for an elected nine-member City Council (the “Council”), including an elected Mayor. Th ere are no other elected City offi cials. The Council appoints the City Manager, the City Attorney, the City Auditor, th e City Treasurer, the City Cl erk, and the Director of Public Safety Accountability to carry out its adopted policies. The City Auditor also serves the role of the Independent Budget Analyst. The Mayor is chairperson of the Council, serves a four-year term, and is elected in at-large City elections. The other members of the Council also serve four-year terms but are elected from one of eight districts.

The City provides a number of municipal services, including administration, police, fire, library, recreation, parking, public works, and utilities services such as water production and distribution, refuse collection, storm drainage, and maintenance.

Key Personnel
Leyne Milstein, Interim City Manager. Ms. Milstein was appointed Interim City Manager in January 2025. With 28 years of experience in government mana gement, policy and finance at the state and local level Ms. Milstein leads the City’s Executive Management T eam. As the Chief Executive Officer of the City, Ms.

Milstein is responsible for the leadership and direction of all operations, programs, and services, in accordance with the Sacramento City Charter. As the Interim City Manager, Ms. Milstein oversees all City operating and support services departments, consisting of 6,000 fu ll-time, part-time, and seasonal employees; manages the City’s annual operating budget; and facilitates the implementation of the City Council’s policies and priorities.

Ms. Milstein first joined the City in 2005 as a Principal Policy Analyst also serving as the Manager of the Budget, Policy and Strategic Planning Division, and the Director of the Finance Department from 2008 through 2017, responsible for oversight of the financial management of the City. Ms. Milstein served as an Assistant City Manager from 2017 to January 2025, with oversight of the Finance, Human Resources and Information Technology Departments and the following citywide initiatives: Cannabis Policy and Enforcement and Diversity and Equity. Prior to joining the City, Ms. Milstein worked for the State of California as Director of the Information Technology and Support Management Division for the California Commission on Teacher Credentialing; as an analyst at the California Department of Finance; and as staff to the State Public Works Board.

Ms. Milstein holds a Bachelor’s degree in Political Science from the University of California at Davis and a Master’s degree in Public Administration from California State University Hayward. In addition, Ms.

Milstein served as the President of the Fiscal Officers Department of the League of California Cities, was a member of the League Board of Directors and was a member of the Government Finance Officers Association Committee on Governmental Budgeting and Fiscal Policy.

Farishta Ahrary, City Auditor . Farishta Ahrary was appointed as the City Auditor, effective September 2024, after previously serving as Interim City Auditor. Mrs. Ahrary joined the City Auditor’s office in June 2013 as an entry level auditor and was promoted several times throughout her career with the City.

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Prior to joining the City, Mrs. Ahrary worked at an accounting firm performing individual and business tax services and financial statement audits of school districts across Northern California. Mrs. Ahrary was recognized by the Association of Local Government Auditors with a Gold Knighton Award in 2013 and Distinguished Knighton Awards in 2014, 2019, and 2023. Mrs. Ahrary graduated with a Master of Science in Accounting from University of Phoenix and also holds a Bachelor of Arts in Economics from the University of California, Davis. Mrs. Ahrary is a Certified Public Ac countant, a Certified Fraud Examiner, and certified as a Project Management Professional. Mrs. Ahrary is a member of the Association of Local Government Auditors (“ALGA”), Association of Certified Fraud Examiners, Institute of Internal Auditors, and the Project Management Institute. She also serves on the Long-Term Conference Planning Committee for ALGA.

Susana Alcala Wood, City Attorney . Susana Alcala Wood was appointed by the Sacramento City Council to serve as City Attorney on March 19, 2018. An attorney specializing in municipal law, Ms. Wood has worked for multiple cities throughout California. Just before her ap pointment, Ms. Wood served as the Assistant City Attorney for the City of Stockton from November 2013 to March 2018 where her responsibilities included advising several Council Committees and Citizen advisory commissions. She was also the principal Legal Advisor to the Stockton Police Department. Prior to her work at the City of Stockton, Ms. Wood served as the City Attorney for Modesto for 8 years, where she was the primary legal advisor to the City Council and City Manager. While at Modesto, Su sana guided the City Council and staff through their historic Charter amendment shift from an at large counc il election system to a by-district election system. Ms.

Wood also oversaw and directed hundreds of investigations involving allegations of harassment, discrimination, and related complaints involving city staff, department heads, and city management.

Ms. Wood received her Bachelor of Arts in Philosophy-Ethics and Public Policy in 1987 from the University of California at Santa Barbara and received her Juris Doctorate from Whittier College, School of Law at Los Angeles in May 1991.

John P. Colville, City Treasurer. Mr. Colville is the City Treasurer and is the President of the CalTRUST Investment Trust of California. Mr. Colville is responsible for overseeing over $1.5 billion in fixed-income and equity securities for the City’s general fund and closed-end, defined benefit retirement plan as well as a portfolio of land-secured, lease revenu e and redevelopment bond issuances in excess of $2.1 billion. Mr. Colville began his career at the City of Sacramento in September of 2004. Prior to joining the city, he served for two years as an Investment Officer for the California State Teachers’ Retirement System (CalSTRS). Prior to CalSTRS, Mr. Colville was a Tr ansition Manager with Barclay’s Global Investors for three years. Mr. Colville holds a Master of Business Administration from Golden Gate University, and a Bachelor of Arts in Economics from San Francisco State University. In addition has passed the National Association of Securities Dealers Series 24, 7, 3 and 63 exams.

Sacramento City CouncilAugust 12, 2025

Sacramento City Council
August 12, 2025